Common use of Effective Date; Purchase of Additional Collateral Obligations Clause in Contracts

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 20, 2019, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test and the Coverage Tests. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use funds to purchase additional Collateral Obligations as follows: (i) to pay for the principal portion of any Collateral Obligation from any amounts on deposit in the Ramp-Up Account or any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from any amounts on deposit in the Ramp-Up Account or any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager. (c) Within thirty (30) days after the Effective Date, (i) the Issuer shall provide to the Collateral Manager and the Collateral Trustee, an Accountants’ Report: (x) confirming the identity of the issuer (it being understood that the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers), principal balance, coupon/spread, stated maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein (such report, the “Accountants’ Effective Date Comparison AUP Report”) and (y) recalculating and comparing as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of the Effective Date Tested Items and specifying the procedures undertaken by them to review data and computations relating to such report (the “Accountants’ Effective Date Recalculation AUP Report”), and (ii) the Issuer shall cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ a report (the “Effective Date Report”), determined as of the Effective Date, containing (A) the information required in a Monthly Report, (B) a calculation of the Aggregate Principal Balance that indicates whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition and (C) a list of any Closing Date Participation Interests held by the Issuer as of the Effective Date. For the avoidance of doubt, the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, will be provided by the Independent accountants to the Issuer who will post such Form 15-E, except for the redaction of any sensitive information, on the 17g-5 Website. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager or Collateral Administrator will not be provided to any other party including the Rating Agency (other than as provided in an access letter between the accountants and such party). (e) If (1) the Effective Date S&P Conditions have not been satisfied prior to the date that is thirty (30) days after the Effective Date or (2) S&P has not provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating of the Secured Debt rated by S&P by the date thirty (30) Business Days following the Effective Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) shall request S&P to provide written confirmation of its Initial Rating of the Secured Debt rated by S&P (which may take the form of a press release or other written communication). In such case, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt on or prior to the Determination Date immediately preceding the first Payment Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Collateral Trustee to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount and may, prior to the first Payment Date, use such funds on behalf of the Issuer for the purchase of additional Collateral Obligations until such time as S&P has provided written confirmation of its Initial Rating of the Secured Debt (provided that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt or the Class B Notes); provided that in lieu of complying with this clause (e), the Issuer (or the Collateral Manager on the Issuer’s behalf) may take such action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special Redemption), sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to obtain written confirmation of its Initial Rating of the Secured Debt from S&P. (f) U.S.$25,000,000 of the net proceeds of the issuance of the Notes and incurrence of the Class A Loans will be deposited in the Ramp-Up Account on the Closing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (g) [Reserved].

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 20June 15, 20192021, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test and the Coverage Tests. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use funds to purchase additional Collateral Obligations as follows: (i) to pay for the principal portion of any Collateral Obligation from any amounts on deposit in the Ramp-Up Account or any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from any amounts on deposit in the Ramp-Up Account or any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager. (c) Within thirty (30) days after the Effective Date, (i) the Issuer shall provide to the Collateral Manager and the Collateral Trustee, an Accountants’ Report: (x) confirming the identity of the issuer (it being understood that the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers), principal balance, coupon/spread, stated maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein (such report, the “Accountants’ Effective Date Comparison AUP Report”) and (y) recalculating and comparing as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of the Effective Date Tested Items and specifying the procedures undertaken by them to review data and computations relating to such report (the “Accountants’ Effective Date Recalculation AUP Report”), and (ii) the Issuer shall cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ ▇) a report (the “Effective Date Report”), determined as of the Effective Date, containing (A) the information required in a Monthly Report, (B) a calculation of the Aggregate Principal Balance that indicates whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition and (C) a list of any Closing Date Participation Interests held by the Issuer as of the Effective Date. For the avoidance of doubt, the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, in connection thereto will be provided by the Independent accountants to the Issuer who will post such Form 15-E, except for the redaction of any sensitive information, on the 17g-5 Website. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager or Collateral Administrator will not be provided to any other party including the Rating Agency (other than as provided in an access letter between the accountants and such party). (e) If (1) the Effective Date S&P Conditions have not been satisfied prior to the date that is thirty (30) days after the Effective Date or (2) S&P has not provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating of the Secured Debt rated by S&P by the date thirty (30) Business Days following the Effective Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) shall request S&P to provide written confirmation of its Initial Rating of the Secured Debt rated by S&P (which may take the form of a press release or other written communication). In such case, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt on or prior to the Determination Date immediately preceding the first Payment DateDate (such event, an “S&P Rating Confirmation Failure”), then the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Collateral Trustee to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount and may, prior to the first Payment Date, use such funds on behalf of the Issuer for the purchase of additional Collateral Obligations until such time as the Effective Date S&P has provided written confirmation of its Initial Rating of the Secured Debt Conditions have been satisfied (provided that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt or the Class B Notes); provided that in lieu of complying with this clause (e), the Issuer (or the Collateral Manager on the Issuer’s behalf) may take such action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special RedemptionRedemption or to acquire additional Collateral Obligations), sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to obtain written confirmation of its Initial Rating of satisfy the Secured Debt from S&P. Effective Date S&P Conditions. (f) U.S.$25,000,000 U.S.$90,913,744 of the net proceeds of the issuance of the Notes and incurrence of the Class A Loans will be deposited in the Ramp-Up Account on the Closing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest Interest, if any, from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (g) [Reserved].

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 20, 2019the Effective Date, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test and the Coverage Testssatisfied. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use the following funds to purchase additional Collateral Obligations as followsin the following order: (i) to pay for the principal portion of any Collateral Obligation from Obligation, first, any amounts on deposit in the interest subaccount or the principal subaccount of the Ramp-Up Account or (at the discretion of the Collateral Manager), and second, any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from Obligation, any amounts on deposit in the interest subaccount or the principal subaccount of the Ramp-Up Account or any Principal Proceeds on deposit in the Collection Account (at the discretion of the Collateral Manager). In addition, the Issuer will use commercially reasonable efforts to acquire such Collateral Obligations that will satisfy, on the Effective Date, the Concentration Limitations, the Collateral Quality Test and each Overcollateralization Ratio Test. (c) Within thirty (30) days 30 Business Days after the Effective Date, (i) the Issuer shall cause the Collateral Administrator to compile and provide to each Rating Agency, the Trustee, the Collateral Manager and the Collateral TrusteeHolders (which report shall be provided to Holders in the same manner as Monthly Reports) a report (the “Effective Date Report”) determined as of the Effective Date, an Accountants’ Report: containing (A) the information required in a Monthly Report and (B) a calculation with respect to whether the Target Initial Par Condition is satisfied and (ii) the Trustee shall have received (x) confirming an accountants’ agreed upon procedures report comparing the identity of following items in the issuer (it being understood that Effective Date Report: the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers)issuer, principal balance, coupon/spread, stated maturity, ▇▇▇▇▇’▇ Rating, ▇▇▇▇▇’▇ Default Probability Rating, ▇▇▇▇▇’▇ Industry Classification, S&P Industry Classification, S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein (such report, the “Effective Date Accountants’ Effective Date Comparison AUP Report”) and (y) an accountants’ agreed upon procedures report recalculating and comparing as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of of, (1) the Target Initial Par Condition, (2) each Overcollateralization Ratio Test, (3) the Concentration Limitations and (4) the Collateral Quality Tests (excluding the S&P CDO Monitor Test) (the items in this clause (y), collectively, the “Specified Tested Items”) (such report, the “Effective Date Accountants’ Recalculation Report” and, together with the Effective Date Tested Items and specifying Accountants’ Comparison Report, the “Effective Date Accountants’ Reports”). Each Effective Date Accountants’ Report shall specify the procedures undertaken by them to review data and computations relating to such report report. If (the “Accountants’ Effective Date Recalculation AUP Report”), and (iix) the Issuer shall cause provides the Effective Date Accountants’ Reports to the Trustee with the results of the Specified Tested Items, (y) the Issuer causes the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, via email provide to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇’▇ a report the Effective Date Report and the Effective Date Report confirms satisfaction of the Specified Tested Items and (z) the S&P Effective Date Condition has been satisfied, then each Rating Agency shall be deemed to have confirmed its Initial Ratings of the Secured Notes (such deemed confirmation, the “Effective Date ReportRatings Confirmation”), determined as of the Effective Date, containing (A) the information required in a Monthly Report, (B) a calculation of the Aggregate Principal Balance that indicates whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition and (C) a list of any Closing Date Participation Interests held by the Issuer as of the Effective Date. For the avoidance of doubt, the Effective Date Report shall not include or refer to the Effective Date Accountants’ Report and no Reports. The Trustee shall not disclose any information or documents provided to it by such firm of Independent accountants unless compelled by legal process (of which the Issuer shall promptly inform the Independent accountants). Copies of the Effective Date Accountants’ Recalculation Report shall or any other agreed-upon procedures report provided by the Independent accountants to the Issuer or Trustee will not be provided to or otherwise shared with any other party (other than the Collateral Manager), including a Rating Agency. (d) In , except that in accordance with SEC Release No. 34-72936, Form 15-EABS Due Diligence-15E, only in its complete and unedited form which includes the Effective Date Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, will be provided by the Independent accountants to the Issuer who will post such Form 15-E, except for the redaction of any sensitive information, cause it to be posted on the 17g-5 Website. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager or Collateral Administrator will not be provided to any other party including the Rating Agency . (other than as provided in an access letter between the accountants and such party)d) [Reserved]. (e) If (1) the Effective Date S&P Conditions have not been satisfied prior to the date that is thirty (30) days after the Effective Date or (2) S&P has not provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating of the Secured Debt rated by S&P by the date thirty (30) Business Days following the Effective Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) shall request S&P to provide written confirmation of its Initial Rating of the Secured Debt rated by S&P (which may take the form of a press release or other written communication). In such case, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt on or prior to the Determination Date immediately preceding the first Payment Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Collateral Trustee to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount and may, prior to the first Payment Date, use such funds on behalf of the Issuer for the purchase of additional Collateral Obligations until such time as S&P has provided written confirmation of its Initial Rating of the Secured Debt (provided that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt or the Class B Notes); provided that in lieu of complying with this clause (eSection 7.18(c), the Issuer (or the Collateral Manager on the Issuer’s behalf) may take such action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special Redemption), sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to obtain written confirmation of its Initial Rating of the Secured Debt from S&P.Effective Date Ratings Confirmation. (f) U.S.$25,000,000 The failure of the net Issuer to satisfy the requirements of this Section 7.18 will not constitute an Event of Default unless such failure constitutes an Event of Default under Section 5.1(d) hereof and the Issuer, or the Collateral Manager acting on behalf of the Issuer, has acted in bad faith. Of the proceeds of the issuance of the Notes which are not applied to pay for the purchase of Collateral Obligations purchased by the Issuer on or before the Closing Date (including, without limitation, repayment of any amounts borrowed by the Issuer in connection with the purchase of Collateral Obligations prior to the Closing Date) or to pay other applicable fees and incurrence of the Class A Loans expenses, funds will be deposited in the Ramp-Up Account on the Closing DateDate in the amounts specified in writing to the Trustee by the Issuer. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c), and the Issuer, or the Collateral Manager on behalf of the Issuer, shall notify the Rating Agencies in writing (such notice to S&P to be delivered with the Excel Default Model Input File) of any amounts transferred to the Interest Collection Subaccount from the Ramp-Up Account on the Effective Date. Within 30 Business Days after the Effective Date, the Issuer shall provide, or cause the Collateral Manager to provide, to S&P a Microsoft Excel file (“Excel Default Model Input File”) that provides all of the inputs required to determine whether the S&P CDO Monitor Test has been satisfied and the Collateral Manager shall provide a Microsoft Excel file including, at a minimum, the following data with respect to each Collateral Obligation: CUSIP number (if any), the LoanX identifier (if any), name of Obligor, coupon, spread (if applicable), legal final maturity date, average life, Principal Balance, the reference rate floor with respect to any Reference Rate Floor Obligation, identifying such Collateral Obligation with a trade date and settlement date, the purchase price thereof, identification as a Cov Lite Loan or otherwise, S&P Industry Classification, S&P Rating and S&P Recovery Rate. (g) [Reserved].

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 20September 3, 20192021, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test and the Coverage Tests. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use funds to purchase additional Collateral Obligations as follows: (i) to pay for the principal portion of any Collateral Obligation from any amounts on deposit in the Ramp-Up Account or any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from any amounts on deposit in the Ramp-Up Account or any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager. (c) Within thirty (30) days after the Effective Date, (i) the Issuer shall provide to the Collateral Manager and the Collateral Trustee, an Accountants’ Report: (x) confirming the identity of the issuer (it being understood that the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers), principal balance, coupon/spread, stated maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein (such report, the “Accountants’ Effective Date Comparison AUP Report”) and (y) recalculating and comparing as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of the Effective Date Tested Items and specifying the procedures undertaken by them to review data and computations relating to such report (the “Accountants’ Effective Date Recalculation AUP Report”), and (ii) the Issuer shall cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ ▇) a report (the “Effective Date Report”), determined as of the Effective Date, containing (A) the information required in a Monthly Report, (B) a calculation of the Aggregate Principal Balance that indicates whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition and (C) a list of any Closing Date Participation Interests held by the Issuer as of the Effective Date. For the avoidance of doubt, the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, in connection thereto will be provided by the Independent accountants to the Issuer who will post such Form 15-E, except for the redaction of any sensitive information, on the 17g-5 Website. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager or Collateral Administrator will not be provided to any other party including the Rating Agency (other than as provided in an access letter between the accountants and such party). (e) If (1) the Effective Date S&P Conditions have not been satisfied prior to the date that is thirty (30) days after the Effective Date or (2) S&P has not provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating of the Secured Debt Notes rated by S&P by the date thirty (30) Business Days days following the Effective Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) shall request S&P to provide written confirmation of its Initial Rating of the Secured Debt Notes rated by S&P (which may take the form of a press release or other written communication). In such case, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt Notes on or prior to the Determination Date immediately preceding the first Payment Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Collateral Trustee to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount and may, prior to the first Payment Date, use such funds on behalf of the Issuer for the purchase of additional Collateral Obligations until such time as S&P has provided written confirmation of its Initial Rating of the Secured Debt Notes (provided that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt or the Class B Notes); provided that in lieu of complying with this clause (e), the Issuer (or the Collateral Manager on the Issuer’s behalf) may take such action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special RedemptionRedemption or to acquire additional Collateral Obligations), sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to obtain written confirmation of its Initial Rating of the Secured Debt Notes from S&P. (f) U.S.$25,000,000 U.S.$29,549,508.80 of the net proceeds of the issuance of the Notes and incurrence of the Class A Loans will be deposited in the Ramp-Up Account on the Closing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest Interest, if any, from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (g) [Reserved].

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 20January 31, 20192023, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test and the Coverage Tests. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use funds to purchase additional Collateral Obligations as follows: (i) to pay for the principal portion of any Collateral Obligation from any amounts on deposit in the Ramp-Up Account or any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from any amounts on deposit in the Ramp-Up Account or any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager. (c) Within thirty (30) days after the Effective Date, (i) the Issuer shall provide to the Collateral Manager and the Collateral Trustee, an Accountants’ Report: (x) confirming the identity of the issuer (it being understood that the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers), principal balance, coupon/spread, stated maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein (such report, the “Accountants’ Effective Date Comparison AUP Report”) and (y) recalculating and comparing as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of the Effective Date Tested Items and specifying the procedures undertaken by them to review data and computations relating to such report (the “Accountants’ Effective Date Recalculation AUP Report”), and (ii) the Issuer shall cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ ▇) a report (the “Effective Date Report”), determined as of the Effective Date, containing (A) the information required in a Monthly Report, (B) a calculation of the Aggregate Principal Balance that indicates whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition and (C) a list of any Closing Date Participation Interests held by the Issuer as of the Effective Date. For the avoidance of doubt, the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, in connection thereto will be provided by the Independent accountants to the Issuer who will post such Form 15-E, except for the redaction of any sensitive information, on the 17g-5 Website. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ report provided by the Independent accountants to the Issuer, Collateral Trustee, Collateral Manager or Collateral Administrator will not be provided to any other party including the Rating Agency (other than as provided in an access letter between the accountants and such party). (e) If (1) the Effective Date S&P Conditions have not been satisfied prior to the date that is thirty (30) days after the Effective Date or (2) S&P has not provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating of the Secured Debt rated by S&P by the date thirty (30) Business Days days following the Effective Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) shall request S&P to provide written confirmation of its Initial Rating of the Secured Debt rated by S&P (which may take the form of a press release or other written communication). In such case, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt on or prior to the Determination Date immediately preceding the first Payment Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Collateral Trustee to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount and may, prior to the first Payment Date, use such funds on behalf of the Issuer for the purchase of additional Collateral Obligations until such time as S&P has provided written confirmation of its Initial Rating of the Secured Debt (provided provided, that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt or the Class B Notes); provided that in lieu of complying with this clause (e), the Issuer (or the Collateral Manager on the Issuer’s behalf) may take such action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special RedemptionRedemption or to acquire additional Collateral Obligations), sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to obtain written confirmation of its Initial Rating of the Secured Debt from S&P. (f) U.S.$25,000,000 U.S.$131,423,190.19 of the net proceeds of the issuance of the Notes and the incurrence of the Class A A-L Loans will be deposited in the Ramp-Up Account on the Closing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest Interest, if any, from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (g) [Reserved].

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 20, 2019the Effective Date, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test and the Coverage Testseach Overcollateralization Ratio Test. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use the following funds to purchase additional Collateral Obligations as followsin the following order: (i) to pay for the principal portion of any Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or Account, and second, any Principal Proceeds on deposit in the Collection Account at (including proceeds deposited as a result of a failure to meet the discretion of the Collateral Manager Interest Diversion Test) and (ii) to pay for accrued interest on any such Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or and second, any Principal Proceeds on deposit in the Collection Account at (including proceeds deposited as a result of a failure to meet the discretion of Interest Diversion Test). In addition, the Issuer will use commercially reasonable efforts to acquire such Collateral Obligations that will satisfy, on the Effective Date, the Concentration Limitations, the Collateral ManagerQuality Test and the Overcollateralization Ratio Test. (c) Within thirty (30) days 10 Business Days after the Effective Date, the Issuer shall provide, or cause the Collateral Manager to provide, to S&P a Microsoft Excel file (“Excel Default Model Input File”) that provides all of the inputs required to determine whether the S&P CDO Monitor Test has been satisfied and the Collateral Manager shall provide a Microsoft Excel file including, at a minimum, the following data with respect to each Collateral Obligation: CUSIP number (if any), the LoanX M▇▇▇-It Partners identifier (if any), name of Obligor, coupon, spread (if applicable), legal final maturity date, average life, outstanding principal balance, Principal Balance, LIBOR floor (if applicable), identification as a Cov-Lite Loan or otherwise, settlement date, S&P Industry Classification and S&P Recovery Rate. (d) Unless clause (e) below is applicable, on or before the Effective Date Reporting Due Date, the Issuer shall provide, or cause the Collateral Manager to provide, the following documents: (i) to each Rating Agency, a report identifying the Collateral Obligations and requesting that S&P reaffirm its Initial Ratings of the Secured Notes; (ii) to the Trustee and each Rating Agency, (x) a report (which the Issuer shall provide cause the Collateral Administrator to prepare on its behalf in accordance with, and subject to the Collateral Manager and terms of, the Collateral TrusteeAdministration Agreement) stating the following information (the “Effective Date Report”): (1) the Obligor, an Accountants’ Report: (x) confirming the identity of the issuer (it being understood that the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers), principal balancePrincipal Balance, coupon/spread, stated maturity, country of Domicile, M▇▇▇▇’▇ Default Probability Rating, M▇▇▇▇’▇ Industry Classification and S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and the substantially similar information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein (such reporttherein, the “Accountants’ Effective Date Comparison AUP Report”) and (y2) recalculating and comparing calculating as of the Effective Date Date, the level of compliance with, or and satisfaction or non-satisfaction of, (A) the Target Initial Par Condition, (B) each Overcollateralization Ratio Test, (C) the Concentration Limitations and (D) the Collateral Quality Test (excluding the S&P CDO Monitor Test) (the tests reflected in the foregoing clauses (A) through (D) above, the “Effective Date Tests”); and (y) a certificate of the Issuer (such certificate, the “Effective Date Issuer Certificate”) notifying that the Issuer has received an Accountants' Report that recalculates and compares the information set forth in the Effective Date Report (such Accountants' Report, the “Effective Date Accountants' Report”); and (iii) to the Trustee, the Effective Date Accountants' Report. Upon receipt of the Effective Date Tested Items Report, the Trustee and specifying the procedures undertaken by them to review data and computations relating to Collateral Manager shall each compare the information contained in such report (the “Accountants’ Effective Date Recalculation AUP Report to the information contained in their respective records with respect to the Assets and shall, within three Business Days after receipt of such Effective Date Report”), notify such other party and (ii) the Issuer shall cause Issuer, the Collateral Administrator to compile and deliver each Rating Agency if the information contained in the Effective Date Report does not conform to the Rating Agency (in information maintained by the Trustee or the Collateral Manager, as the case of delivery may be, with respect to S&Pthe Assets. In the event that any discrepancy exists, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ a report (the “Effective Date Report”)Trustee and the Issuer, determined as or the Collateral Manager on behalf of the Effective DateIssuer, containing (A) shall attempt to resolve the information required in discrepancy. If such discrepancy cannot be resolved within five Business Days after the delivery of such a Monthly Reportnotice of discrepancy, (B) a calculation of the Aggregate Principal Balance Collateral Manager shall request that indicates whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition and (C) a list of any Closing Date Participation Interests held Independent accountants selected by the Issuer as of pursuant to Section 10.8 perform agreed-upon procedures on the Effective DateDate Report and the Collateral Manager's and Trustee's records to determine the cause of such discrepancy. If such procedures reveal an error in the Effective Date Report or the Collateral Manager's or Trustee's records, the Effective Date Report or the Collateral Manager's or Trustee's records shall be revised accordingly and notice of any error in the Effective Date Report shall be sent as soon as practicable by the Issuer to all recipients of such report. For the avoidance of doubt, the Effective Date Report shall not include or refer to the Effective Date Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, will be provided by the Independent accountants to the Issuer who will post such Form 15-E, except for the redaction of any sensitive information, on the 17g-5 Website. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager or Collateral Administrator will not be provided to any other party including the Rating Agency (other than as provided in an access letter between the accountants and such party)Report. (e) (x) If (1) the Issuer or the Collateral Manager, as the case may be, has not provided to Moody’s both (A) an Effective Date Report that shows that the Target Initial Par Condition was satisfied, each Overcollateralization Ratio Test was satisfied, the Concentration Limitations were complied with and the Collateral Quality Test (excluding the S&P Conditions have not been CDO Monitor Test) was satisfied prior and (B) the Effective Date Issuer Certificate that (i) indicates the Issuer has received an Effective Date Accountants’ Report that recalculates information set forth on the Effective Date Report, (ii) certifies, based on the information in such Effective Date Accountants’ Report and the comparisons performed by the Trustee and the Collateral Manager in accordance with Section 7.18(d), that the information in the Effective Date Report is accurate in all material respects and (iii) attributes such conclusions from the foregoing review to the date that is thirty Issuer (30such Effective Date Report described in clause (A) days above, together with such Effective Date Issuer Certificate described in clause (B) above, a “Passing Report”) on or before the Effective Date Reporting Due Date or (2) any of the Effective Date Tests are not satisfied ((1) or (2) constituting a (“Moody’s Ramp-Up Failure”), then (A) the Issuer (or the Collateral Manager on the Issuer’s behalf) shall either (i) provide a Passing Report to Moody's on or before the Determination Date occurring immediately after the Effective Date or (2ii) S&P satisfy the M▇▇▇▇'▇ Rating Condition on or before the Determination Date occurring immediately after the Effective Date and (B) if, on or before the Determination Date occurring immediately after the Effective Date, the Issuer (or the Collateral Manager on the Issuer’s behalf) has not provided a Passing Report to Moody's or satisfied the M▇▇▇▇’▇ Rating Condition, each as described in the preceding clause (A) of this paragraph, the Issuer (or the Collateral Manager on the Issuer’s behalf) shall instruct the Trustee to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount and may, prior to the Payment Date occurring immediately after the Effective Date, purchase additional Collateral Obligations in an amount sufficient to enable the Issuer (or the Collateral Manager on the Issuer's behalf) to (i) provide a Passing Report to Moody's or (ii) satisfy the M▇▇▇▇'▇ Rating Condition; provided that, in lieu of complying with the preceding clauses (A) and (B), the Issuer (or the Collateral Manager on the Issuer’s behalf) may take such action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special Redemption), sufficient to enable the Issuer (or the Collateral Manager on the Issuer's behalf) to (1) provide to Moody's a Passing Report or (2) satisfy the M▇▇▇▇'▇ Rating Condition; and (y) if S&P (which must receive Effective Date Report to provide written confirmation of its Initial Rating of the Secured Notes) does not provide written confirmation (which may take the form of a press release or other written communication) of its Initial Rating of the Secured Debt rated by Notes (such event, an “S&P by the date thirty (30Rating Confirmation Failure”) Business Days following the Effective Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) shall request S&P to provide written confirmation of its Initial Rating of the Secured Debt rated by S&P (which may take the form of a press release or other written communication). In such case, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt on or prior to before the Determination Date occurring immediately preceding after the first Payment Effective Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Collateral Trustee to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount and may, prior to the first Payment Date occurring immediately after the Effective Date, use such funds on behalf of the Issuer for the purchase of additional Collateral Obligations until such time as S&P has provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating of the Secured Debt (provided that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt or the Class B Notes); provided that that, in lieu of complying with this clause (ey), the Issuer (or the Collateral Manager on the Issuer’s behalf) may take such action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special Redemption), sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to obtain written confirmation (which may take the form of a press release or other written communication) from S&P of its Initial Rating of the Secured Debt Notes; it being understood that, if the events specified in both of clauses (x) and (y) occur, the Issuer (or the Collateral Manager on the Issuer’s behalf) will be required to satisfy the requirements of both clause (x) and clause (y); provided, further, that, in the case of each of the foregoing clauses (x) and (y), amounts may not be transferred from S&P.the Interest Collection Subaccount to the Principal Collection Subaccount if, after giving effect to such transfer, (I) the amounts available pursuant to the Priority of Payments on the next succeeding Payment Date would be insufficient to pay in full the amount of the accrued and unpaid interest on any Class of Secured Notes on such next succeeding Payment Date, or (II) such transfer would result in a deferral of interest with respect to the Class C-1 Notes or Class D-1 Notes on the next succeeding Payment Date. (f) U.S.$25,000,000 The failure of the net Issuer to satisfy the requirements of this Section 7.18 will not constitute an Event of Default unless such failure constitutes an Event of Default under Section 5.1(d) hereof and the Issuer, or the Collateral Manager acting on behalf of the Issuer, has acted in bad faith. Of the proceeds of the issuance of the Notes and incurrence which are not applied to pay for the purchase of Collateral Obligations acquired by the Issuer on the Closing Date (including, without limitation, the acquisition of the Class A Loans initial Collateral Obligations from the Depositor on the Closing Date) U.S.$93,865,946 will be deposited in the Ramp-Up Account on the Closing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied (or earmarked for settlement of a binding commitment entered into prior to that date) to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (g) [Reserved].

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 20April 4, 20192024, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test and the Coverage Tests. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use funds to purchase additional Collateral Obligations as follows: (i) to pay for the principal portion of any Collateral Obligation from any amounts on deposit in the Ramp-Up Account or any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from any amounts on deposit in the Ramp-Up Account or any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager. (c) Within thirty (30) days after the Effective Date, (i) the Issuer shall provide to the Collateral Manager and the Collateral Trustee, an Accountants’ Report: (x) confirming the identity of the issuer (it being understood that the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers), principal balance, coupon/spread, stated maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein (such report, the “Accountants’ Effective Date Comparison AUP Report”) and (y) recalculating and comparing as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of the Effective Date Tested Items and specifying the procedures undertaken by them to review data and computations relating to such report (the “Accountants’ Effective Date Recalculation AUP Report”), and (ii) the Issuer shall cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ ▇) a report (the “Effective Date Report”), determined as of the Effective Date, containing (A) the information required in a Monthly Report, (B) a calculation of the Aggregate Principal Balance that indicates whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition and (C) a list of any Closing Date Participation Interests held by the Issuer as of the Effective Date. For the avoidance of doubt, the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are is issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, in connection thereto will be provided by the Independent accountants to the Issuer who will post such Form 15-E, except for the redaction of any sensitive information, on the 17g-5 Website. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager or Collateral Administrator will not be provided to any other party including the Rating Agency (other than as provided in an access letter between the accountants and such party). (e) If (1) the Effective Date S&P Conditions have not been satisfied prior to the date that is thirty (30) days after the Effective Date or (2) S&P has not provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating of the Secured Debt rated by S&P by the date thirty (30) Business Days days following the Effective Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) shall request S&P to provide written confirmation of its Initial Rating of the Secured Debt rated by S&P (which may take the form of a press release or other written communication). In such case, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt on or prior to the Determination Date immediately preceding the first Payment Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Collateral Trustee to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount and may, prior to the first Payment Date, use such funds on behalf of the Issuer for the purchase of additional Collateral Obligations until such time as S&P has provided written confirmation of its Initial Rating of the Secured Debt (provided provided, that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt or the Class B Notes); provided that in lieu of complying with this clause (e), the Issuer (or the Collateral Manager on the Issuer’s behalf) may take such action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special RedemptionRedemption or to acquire additional Collateral Obligations), sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to obtain written confirmation of its Initial Rating of the Secured Debt from S&P. S&P. (f) U.S.$25,000,000 Approximately $52,000,000 of the net proceeds of the issuance of the Notes and the incurrence of the Class A A-L Loans will be deposited in the Ramp-Up Account on the Closing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest Interest, if any, from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (g) [Reserved].

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 20April 22, 20192025, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test and the Coverage Tests. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use funds to purchase additional Collateral Obligations as follows: (i) to pay for the principal portion of any Collateral Obligation from any amounts on deposit in the Ramp-Up Account or any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from any amounts on deposit in the Ramp-Up Account or any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager. (c) Within thirty (30) days after the Effective Date, (i) the Issuer shall provide to the Collateral Manager and the Collateral Trustee, an Accountants’ Report: (x) confirming the identity of the issuer (it being understood that the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers), principal balance, coupon/spread, stated maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein (such report, the “Accountants’ Effective Date Comparison AUP Report”) and (y) recalculating and comparing as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of the Effective Date Tested Items and specifying the procedures undertaken by them to review data and computations relating to such report (the “Accountants’ Effective Date Recalculation AUP Report”), and (ii) the Issuer shall cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ ▇) a report (the “Effective Date Report”), determined as of the Effective Date, containing (A) the information required in a Monthly Report, (B) a calculation of the Aggregate Principal Balance that indicates whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition and (C) a list of any Closing Date Participation Interests held by the Issuer as of the Effective Date. For the avoidance of doubt, the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, in connection thereto will be provided by the Independent accountants to the Issuer who will post such Form 15-E, except for the redaction of any sensitive information, on the 17g-5 Website. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ report provided by the Independent accountants to the Issuer, Collateral Trustee, Collateral Manager or Collateral Administrator will not be provided to any other party including the Rating Agency (other than as provided in an access letter between the accountants and such party). (e) If (1) the Effective Date S&P Conditions have not been satisfied prior to the date that is thirty (30) days after the Effective Date or (2) S&P has not provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating of the Secured Debt rated by S&P by the date thirty (30) Business Days days following the Effective Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) shall request S&P to provide written confirmation of its Initial Rating of the Secured Debt rated by S&P (which may take the form of a press release or other written communication). In such case, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt on or prior to the Determination Date immediately preceding the first Payment Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Collateral Trustee to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount and may, prior to the first Payment Date, use such funds on behalf of the Issuer for the purchase of additional Collateral Obligations until such time as S&P has provided written confirmation of its Initial Rating of the Secured Debt (provided provided, that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt or the Class B Notes); provided that in lieu of complying with this clause (e), the Issuer (or the Collateral Manager on the Issuer’s behalf) may take such action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special RedemptionRedemption or to acquire additional Collateral Obligations), sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to obtain written confirmation of its Initial Rating of the Secured Debt from S&P. S&P. (f) U.S.$25,000,000 U.S.$43,230,598.15 of the net proceeds of the issuance of the Notes and the incurrence of the Class A A-1L-1 Loans and the Class A-1L-2 Loans will be deposited in the Ramp-Up Account on the Closing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest Interest, if any, from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (g) [Reserved].

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase (or enter into commitments to purchase, on or before August 20, 2019, ) Collateral Obligations (i) such that the Target Initial Par Condition is satisfied on or before the date specified in clause (i) of the definition of “Effective Date.” (b) [Reserved]. (c) Up to (and including) the Effective Date, the Issuer will use the following funds to purchase additional Collateral Obligations in the following order: (i) to pay for the principal portion of any Collateral Obligation, first, any amounts on deposit in the Ramp-Up Account, and second, any Principal Proceeds on deposit in the Collection Account, and (ii) to pay for accrued interest on any such Collateral Obligation, any amounts on deposit in the Ramp-Up Account. In addition, the Issuer will use commercially reasonable efforts to acquire such Collateral Obligations that satisfywill satisfy or comply with, as of on the Effective Date, the Concentration Limitations, the Collateral Quality Test and the Coverage TestsOvercollateralization Ratio Test. (bd) During the period from the Closing Date to and including Unless clause (e) below is applicable, within 10 Business Days after the Effective Date, the Issuer will use funds (or the Collateral Manager on its behalf) shall provide, or cause the Collateral Manager to purchase additional Collateral Obligations as followsprovide, the following documents: (i) to pay for the principal portion of any Collateral Obligation from any amounts on deposit in the Ramp-Up Account or any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from any amounts on deposit in the Ramp-Up Account or any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager. (c) Within thirty (30) days after the Effective DateRating Agency, (i) the Issuer shall provide to the Collateral Manager and the Collateral Trustee, an Accountants’ Report: (x) confirming the identity of the issuer (it being understood that the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers), principal balance, coupon/spread, stated maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein (such report, the “Accountants’ Effective Date Comparison AUP Report”) and (y) recalculating and comparing as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of the Effective Date Tested Items and specifying the procedures undertaken by them to review data and computations relating to such a report (the “Accountants’ Effective Date Recalculation AUP Report”), and (ii) that the Issuer shall cause the Collateral Administrator to compile prepare on its behalf in accordance with, and deliver subject to the terms of, the Collateral Administration Agreement) identifying the Collateral Obligations; (ii) to the Rating Agency Agency, the Trustee and the Collateral Manager, (in the case of delivery to S&P, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ x) a report (the “Effective Date Report”), determined as of the Effective Date, containing (A) the information required in a Monthly Report, (B) a calculation of the Aggregate Principal Balance that indicates whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition and (C) a list of any Closing Date Participation Interests held by the Issuer as of shall cause the Effective Date. For the avoidance of doubt, the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, will be provided by the Independent accountants to the Issuer who will post such Form 15-E, except for the redaction of any sensitive information, on the 17g-5 Website. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager or Collateral Administrator will not be provided to any other party including the Rating Agency (other than as provided prepare on its behalf in an access letter between the accountants and such party).accordance with, and (e) If (1) the Issuer or the Collateral Manager, as the case may be, has not provided to Moody’s both (A) an Effective Date S&P Conditions have not been Report in Section 7.18(d)(ii) above that shows that the Effective Date Tested Items were satisfied and (B) the Effective Date Issuer Certificate (such an Effective Date Report, together with such Effective Date Issuer Certificate, a “Passing Report”) prior to the date that is thirty (30) days 10 Business Days after the Effective Date or (2) S&P has not provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating any of the Secured Debt rated by S&P by the date thirty Effective Date Tested Items are not satisfied (30(1) Business Days following the Effective Dateor (2) constituting a “Moody’s Ramp-Up Failure”), then (I) the Issuer (or the Collateral Manager on the Issuer’s behalf) shall request S&P either (i) provide a Passing Report to provide written confirmation of its Initial Moody’s within 30 calendar days following the Effective Date or (ii) satisfy the ▇▇▇▇▇’▇ Rating of Condition within 30 calendar days following the Secured Debt rated Effective Date and (II) if, by S&P (which may take the form of a press release or other written communication). In such case, if S&P does not provide written confirmation of its Initial Rating of 30th calendar day following the Secured Debt on or prior to the Determination Date immediately preceding the first Payment Effective Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will has not provided a Passing Report to Moody’s or satisfied the ▇▇▇▇▇’▇ Rating Condition, each as described in the preceding clause (I) of this paragraph, the Issuer (or the Collateral Manager on the Issuer’s behalf) shall instruct the Collateral Trustee to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount and may, prior to the first Payment Date, use such funds on behalf of the Issuer for the purchase of additional Collateral Obligations until such time as S&P has provided written confirmation of its Initial Rating of in an amount sufficient to enable the Secured Debt Issuer (provided that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt or the Class B Notes)Collateral Manager on the Issuer’s behalf) to (i) provide a Passing Report to Moody’s or (ii) satisfy the ▇▇▇▇▇’▇ Rating Condition; provided that provided, that, in lieu of complying with this clause the preceding clauses (eI) and (II), the Issuer (or the Collateral Manager on the Issuer’s behalf) may take such action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special Redemption), sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to obtain written confirmation of its Initial (1) provide to Moody’s a Passing Report or (2) satisfy the ▇▇▇▇▇’▇ Rating of the Secured Debt from S&P.Condition. (f) U.S.$25,000,000 of the net proceeds of the issuance of the Notes and incurrence of the Class A Loans will be deposited in the Ramp-Up Account on the Closing Date. At the direction The failure of the Issuer (to satisfy the requirements of this Section 7.18 will not constitute an Event of Default unless such failure otherwise constitutes an Event of Default under Section 5.1(e) hereof and the Issuer, or the Collateral Manager acting on behalf of the Issuer), the Collateral Trustee shall apply amounts held has acted in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest from the Closing Date to and including the Effective Date as described in clause (b) abovebad faith. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall will be applied as described in Section 10.3(c). (g) [Reserved]For purposes of the Initial Ratings of the Secured Notes as of the Closing Date, the Collateral Manager has elected, for the “row/column combination” of the Minimum Diversity Score/Maximum Rating/Minimum Spread Matrix (Unfunded), the row that lists a “Minimum Weighted Average Spread” of 3.3% and column that lists a Diversity Score of 50 from the definition of “Minimum Diversity Score/Maximum Rating/Minimum Spread Matrix (Unfunded).” On or prior to the Effective Date, the Collateral Manager shall elect the “row/column combination” of the applicable Minimum Diversity Score/Maximum Rating/Minimum Spread Matrix that will, on and after the Effective Date, apply to the Collateral Obligations for purposes of determining compliance with the Moody’s Diversity Test, the Maximum ▇▇▇▇▇’▇ Rating Factor Test and the Minimum Floating Spread Test, and if such “row/column” combination differs from the “row/column” combination chosen to apply as of the Closing Date, the Collateral Manager will so notify the Trustee. Thereafter, at any time on written notice of one Business Day to the Trustee, the Collateral Administrator and each Rating Agency, the Collateral Manager may elect a different “row/column combination” from the applicable Minimum Diversity Score/Maximum Rating/Minimum Spread Matrix to apply to the Collateral Obligations; provided, that if: (i) the Collateral Obligations are currently in compliance with the Minimum Diversity Score/Maximum Rating/Minimum Spread Matrix case then applicable to the Collateral

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August January 20, 20192024, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test and the Coverage Tests. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use funds to purchase additional Collateral Obligations as follows: (i) to pay for the principal portion of any Collateral Obligation from any amounts on deposit in the Ramp-Up Account or any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from any amounts on deposit in the Ramp-Up Account or any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager. (c) Within thirty (30) days after the Effective Date, (i) the Issuer shall provide to the Collateral Manager and the Collateral Trustee, an Accountants’ Report: (x) confirming the identity of the issuer (it being understood that the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers), principal balance, coupon/spread, stated maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein (such report, the “Accountants’ Effective Date Comparison AUP Report”) and (y) recalculating and comparing as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of the Effective Date Tested Items and specifying the procedures undertaken by them to review data and computations relating to such report (the “Accountants’ Effective Date Recalculation AUP Report”), and (ii) the Issuer shall cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ ▇) a report (the “Effective Date Report”), determined as of the Effective Date, containing (A) the information required in a Monthly Report, (B) a calculation of the Aggregate Principal Balance that indicates whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition and (C) a list of any Closing Date Participation Interests held by the Issuer as of the Effective Date. For the avoidance of doubt, the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, in connection thereto will be provided by the Independent accountants to the Issuer who will post such Form 15-E, except for the redaction of any sensitive information, on the 17g-5 Website. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ report provided by the Independent accountants to the Issuer, Collateral Trustee, Collateral Manager or Collateral Administrator will not be provided to any other party including the Rating Agency (other than as provided in an access letter between the accountants and such party). (e) If (1) the Effective Date S&P Conditions have not been satisfied prior to the date that is thirty (30) days after the Effective Date or (2) S&P has not provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating of the Secured Debt rated by S&P by the date thirty (30) Business Days days following the Effective Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) shall request S&P to provide written confirmation of its Initial Rating of the Secured Debt rated by S&P (which may take the form of a press release or other written communication). In such case, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt on or prior to the Determination Date immediately preceding the first Payment Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Collateral Trustee to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount and may, prior to the first Payment Date, use such funds on behalf of the Issuer for the purchase of additional Collateral Obligations until such time as S&P has provided written confirmation of its Initial Rating of the Secured Debt (provided provided, that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt A-1 Debt, the Class A-2 Notes or the Class B Notes); provided that in lieu of complying with this clause (e), the Issuer (or the Collateral Manager on the Issuer’s behalf) may take such action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special RedemptionRedemption or to acquire additional Collateral Obligations), sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to obtain written confirmation of its Initial Rating of the Secured Debt from S&P. (f) U.S.$25,000,000 Approximately $394,555,000 of the net proceeds of the issuance of the Notes and the incurrence of the Class A A-1L Loans will be deposited in the Ramp-Up Account on the Closing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest Interest, if any, from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (g) [Reserved].

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 20, 2019the Effective Date, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test and the Coverage Testssatisfied. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use the following funds to purchase additional Collateral Obligations as followsin the following order: (i) to pay for the principal portion of any Collateral Obligation from any amounts on deposit in the Ramp-Up Account or Obligation, first, any Principal Proceeds on deposit in the Collection Account, and, second, any amounts on deposit in the Interest Ramp-Up Account or the Principal Ramp-Up Account (at the discretion of the Collateral Manager Manager) and (ii) to pay for accrued interest on any such Collateral Obligation from Obligation, first, any Interest Proceeds on deposit in the Collection Account, and second, any amounts on deposit in the Interest Ramp-Up Account or any the Principal Proceeds on deposit in the Collection Ramp-Up Account (at the discretion of the Collateral Manager). In addition, the Issuer will use commercially reasonable efforts to acquire such Collateral Obligations that will satisfy, on the Effective Date, the Concentration Limitations, the Collateral Quality Tests and each Overcollateralization Ratio Test. (c) Within thirty 10 Business Days after the Effective Date, the Issuer shall provide, or cause the Collateral Manager to provide, to S&P a Microsoft Excel file (30“Excel Default Model Input File”) days that provides all of the inputs required to determine whether the S&P CDO Monitor Test has been satisfied and the Collateral Manager shall provide a Microsoft Excel file including, at a minimum, the following data with respect to each Collateral Obligation: CUSIP number (if any), the LoanX identifier (if any), name of Obligor, coupon, spread (if applicable), legal final maturity date, average life, principal balance, the reference rate floor with respect to any Floor Obligation, identifying such Collateral Obligation with a trade date and settlement date, the purchase price thereof, identification as a Cov-Lite Loan or otherwise, S&P Industry Classification, S&P Rating and S&P Recovery Rate. (d) Within 15 Business Days after the Effective Date, (i) the Issuer will provide, or cause the Collateral Manager to provide, to the Rating Agency a report identifying the Collateral Obligations and request that S&P reaffirm its Initial Ratings of the Secured Notes, (ii) the Issuer shall cause the Collateral Administrator to compile and provide to the Collateral Manager Rating Agency a report (the “Effective Date Report”) determined as of the Effective Date, containing (A) the information required in a Monthly Report and (B) a calculation with respect to whether the Collateral Trustee, Target Initial Par Condition is satisfied and (iii) the Trustee shall have received (A) an Accountants’ Effective Date Comparison AUP Report recalculating and comparing the following items in the Effective Date Report: (x) confirming the identity of the issuer (it being understood that the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers)issuer, principal balance, coupon/spread, stated maturity, ▇▇▇▇▇’▇ Rating, ▇▇▇▇▇’▇ Default Probability Rating, ▇▇▇▇▇’▇ Industry Classification, S&P Industry Classification, S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein therein, and specifying the procedures undertaken by them to compare such data and (such report, the “B) an Accountants’ Effective Date Comparison Recalculation AUP Report”) and (y) Report recalculating and comparing as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of of, (1) the Effective Date Target Initial Par Condition, (2) each Overcollateralization Ratio Test, (3) the Concentration Limitations and (4) the Collateral Quality Tests (excluding the S&P CDO Monitor Test) (the items in this clause (B), collectively, the “Specified Tested Items Items”), and specifying the procedures undertaken by them to review data and computations relating to recalculate such report (the “Accountants’ Effective Date Recalculation AUP Report”), and (ii) the Issuer shall cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ a report (the “Effective Date Report”), determined as of the Effective Date, containing (A) the information required in a Monthly Report, (B) a calculation of the Aggregate Principal Balance that indicates whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition and (C) a list of any Closing Date Participation Interests held by the Issuer as of the Effective Dateinformation. For the avoidance of doubt, the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Accountants Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, will be provided by the Independent accountants to the Issuer and the 17g-5 Information Agent who will post or cause to be posted such Form 15-E, except for the redaction of any sensitive information, E on the 17g-5 WebsiteWebsite in accordance with Section 10.9 hereto. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ agreed-upon procedures report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager Issuer and the 17g-5 Information Agent who will post or Collateral Administrator will not cause to be provided to any other party including posted such Form 15-E on the Rating Agency (other than as provided in an access letter between the accountants and such party)17g-5 Website. (e) If (1) the Effective Date S&P Conditions have Rating Condition has not been satisfied prior to the date that is thirty (30such event, an “S&P Rating Confirmation Failure”) days within 30 Business Days after the Effective Date or (2) S&P has not provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating of the Secured Debt rated by S&P by the date thirty (30) Business Days following the Effective Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) shall request S&P to provide written confirmation of its Initial Rating of the Secured Debt rated by S&P (which may take the form of a press release or other written communication). In such case, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt on or prior to the Determination Date immediately preceding the first Payment Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Collateral Trustee to transfer amounts from the Interest Collection Subaccount Account to the Principal Collection Subaccount Account and may, prior to the first Payment Date, use such funds on behalf of the Issuer for the purchase of additional Collateral Obligations until such time as S&P has provided written confirmation of its Initial Rating Ratings of the Secured Debt (provided that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt or the Class B Notes); provided that that, in lieu of complying with this clause (e)acquiring additional Collateral Obligations, the Issuer (or the Collateral Manager on the Issuer’s behalf) may take such action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount Account to the Principal Collection Subaccount Account as Principal Proceeds (for use in a Special Redemption), sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to obtain written confirmation from S&P of its Initial Rating Ratings of the Secured Debt Notes; provided, further, that amounts may not be transferred from S&P.the Interest Collection Account to the Principal Collection Account if, after giving effect to such transfer, (i) the amounts available pursuant to the Priority of Payments on the next succeeding Payment Date would be insufficient to pay the full amount of the accrued and unpaid interest on any Class of Secured Notes on such next succeeding Payment Date or (ii) such transfer would result in a deferral of interest with respect to the Deferrable Notes on the next succeeding Payment Date. (f) U.S.$25,000,000 The failure of the net Issuer to satisfy the requirements of this Section 7.18 will not constitute an Event of Default unless such failure constitutes an Event of Default under Section 5.1(d) hereof and the Issuer, or the Collateral Manager acting on behalf of the Issuer, has acted in bad faith. Of the proceeds of the issuance of the Notes which are not applied to pay for the purchase of Collateral Obligations purchased by the Issuer on or before the Closing Date (including, without limitation, repayment of any amounts borrowed by the Issuer in connection with the purchase of Collateral Obligations prior to the Closing Date) or to pay other applicable fees and incurrence of the Class A Loans expenses, funds will be deposited in each of the Principal Ramp-Up Account and the Interest Ramp-Up Account on the Closing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c), and the Issuer, or the Collateral Manager on behalf of the Issuer, shall notify S&P in writing (such notice to be delivered with the Excel Default Model Input File) of any amounts transferred to the Interest Collection Account from the Interest Ramp-Up Account on the Effective Date. (g) [Reserved].

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 20, 2019the Effective Date, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test and the Coverage Tests. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use funds to purchase additional Collateral Obligations as followsin the following order: (i) to pay for the principal portion of any Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or Account, and second, any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or and second, any Principal Proceeds on deposit in the Collection Account at Account. In addition, the discretion of Issuer will use commercially reasonable efforts to acquire such Collateral Obligations that will satisfy, on the Effective Date, the Concentration Limitations, the Collateral ManagerQuality Test and each Overcollateralization Ratio Test. (c) Within thirty (30) days 30 Business Days after the Effective Date, the Issuer shall provide, or cause the Collateral Manager to provide, to S&P a Microsoft Excel file (“Excel Default Model Input File”) that provides all of the inputs required to determine whether the S&P CDO Monitor Test has been satisfied and the Collateral Manager shall provide a Microsoft Excel file including, at a minimum, the following data with respect to each Collateral Obligation: CUSIP number (if any), name of Obligor, spread/coupon, Benchmark floor (if applicable), LoanX identification number (if applicable), purchase price for any unsettled assets, legal final maturity date, average life, Principal Balance, identification as a Cov-Lite Loan or otherwise, settlement date, S&P Industry Classification, S&P Recovery Rate and identification of any First-Lien Last-Out Loans. (d) Unless clause (e) below is applicable, within 30 Business Days after the Effective Date (but in no event later than the Determination Date immediately prior to the first Payment Date), the Issuer shall provide, or cause the Collateral Manager (or, in the case of clause (ii), the Collateral Administrator) to provide, the following documents: (i) to each Rating Agency, the Issuer shall provide Collateral Trustee and the Loan Agent, a report identifying the Collateral Obligations; (ii) to each Rating Agency, the Effective Date Report and (iii) to the Collateral Manager Trustee and the Collateral TrusteeLoan Agent, an accountants’ certificate (the “Accountants’ Report: Certificate”) (xA) confirming recalculating and comparing the identity of the issuer (it being understood that the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers)Obligor, principal balancePrincipal Balance, spread/coupon/spread, stated maturity, S&P Rating and country of Domicile and S&P Rating with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein therein, (such report, the “Accountants’ Effective Date Comparison AUP Report”B) and (y) recalculating and comparing calculating as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of (1) the Effective Date Tested Items Target Initial Par Condition, (2) each Overcollateralization Ratio Test, (3) the Concentration Limitations and (4) the Collateral Quality Test (excluding the S&P CDO Monitor Test); and (C) specifying the procedures undertaken by them to review data and computations relating to such report (the “Accountants’ Effective Date Recalculation AUP Report”), and (ii) the Issuer shall cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ a report (the “Effective Date Report”), determined as of the Effective Date, containing (A) the information required in a Monthly Report, (B) a calculation of the Aggregate Principal Balance that indicates whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition and (C) a list of any Closing Date Participation Interests held by the Issuer as of the Effective Date. For the avoidance of doubt, the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, will be provided by the Independent accountants to the Issuer who will post such Form 15-E, except for the redaction of any sensitive information, on the 17g-5 Website. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager or Collateral Administrator will not be provided to any other party including the Rating Agency (other than as provided in an access letter between the accountants and such party)Certificate. (e) If (1) the Effective Date S&P Conditions have Deemed Rating Confirmation has not been occurred and the S&P Rating Condition is not satisfied prior to the date that is thirty (30) days 30 Business Days after the Effective Date or (2) S&P has not provided written confirmation (which may take but in no event later than the form of a press release or other written communication) of its Initial Rating of Determination Date immediately preceding the Secured Debt rated by S&P by the date thirty (30) Business Days following the Effective first Payment Date), then (A) the Issuer (or the Collateral Manager on the Issuer’s behalf) shall either (i) cause the S&P Deemed Rating Confirmation to occur or (ii) request S&P to provide written confirmation of confirm, on or before the first Determination Date, that it will not reduce or withdraw its Initial Rating of the Secured Debt rated and (B) if, by S&P (which may take the form of a press release or other written communication). In such case, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt on or prior to the Determination Date immediately preceding the first Payment Determination Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will has not caused the S&P Deemed Rating Confirmation to occur or obtained the confirmation from S&P, each as described in the preceding clause (A) of this paragraph, the Issuer (or the Collateral Manager on the Issuer’s behalf) shall instruct the Collateral Trustee to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount and may, prior to the first Payment Date, use such funds on behalf of the Issuer for the purchase of additional Collateral Obligations until such time as in an amount sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to (i) cause the S&P has provided Deemed Rating Confirmation to occur or (ii) obtain from S&P written confirmation of its Initial Rating Ratings of the Secured Debt (provided that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt or the Class B Notes)Debt; provided that that, in lieu of complying with this clause the preceding clauses (eA) and (B), the Issuer (or the Collateral Manager on the Issuer’s behalf) may take such action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special Redemption), sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to (1) cause the S&P Deemed Rating Confirmation to occur or (2) obtain from S&P written confirmation of its Initial Ratings of the Secured Debt. (f) An S&P Deemed Rating Confirmation (“S&P Deemed Rating Confirmation”) shall occur, and a written confirmation from S&P of its initial ratings of the Secured Debt will be deemed to have been provided, if (x) the Issuer causes the Collateral Manager to provide to S&P the Effective Date Report and the Effective Date Report confirms satisfaction of the S&P CDO Monitor Test as of the Effective Date, (y) the Collateral Manager certifies to S&P (which confirmation may be in the form of an email) that as of the Effective Date the S&P CDO Monitor Test is satisfied (testing as though the S&P CDO Monitor Switchover Date has occurred and taking into account the S&P CDO Monitor Non-Model Adjustments described below) and (z) the Collateral Manager provides to S&P a report identifying the Collateral Obligations used to generate the passing test result; provided that, for purposes of determining compliance with the S&P CDO Monitor Test in connection with such Effective Date Report, (i) the Aggregate Funded Spread will be calculated without giving effect to the proviso to clause (a) of the definition of “Aggregate Funded Spread” and by assuming that any Collateral Obligation subject to a Benchmark floor bears interest at a rate equal to the stated interest rate spread over the Benchmark-based index for such Collateral Obligation and (ii) for the purposes of calculating the S&P CDO Monitor Adjusted BDR, the Collateral Principal Amount will exclude any amounts that may be transferred from S&P.the Principal Collection Subaccount or the Ramp-Up Account into the Interest Collection Subaccount as Interest Proceeds subject to the Effective Date Interest Deposit Condition (the “S&P CDO Monitor Non-Model Adjustments”). Notwithstanding anything in this Indenture to the contrary, if the Issuer (or the Collateral Manager on the Issuer’s behalf) elects to direct a Special Redemption of the Secured Debt pursuant to clause (e) above, the Issuer may use amounts on deposit in the Principal Collection Subaccount to make such Special Redemption on any Business Day (other than a Payment Date) to the extent necessary to obtain from S&P its written confirmation of its Initial Ratings of the Secured Debt. Payments made in respect of the Secured Debt in connection with such Special Redemption shall be paid in accordance with the Debt Payment Sequence. For the avoidance of doubt, such payments will be made without regard to the Priority of Payments. Amounts may not be transferred from the Interest Collection Subaccount to the Principal Collection Subaccount pursuant to clause (e) above if, after giving effect to such transfer the amounts available pursuant to the Priority of Payments on the next succeeding Payment Date would be insufficient to pay the full amount of the accrued and unpaid interest on any Class of Secured Debt on such next succeeding Payment Date. (fg) U.S.$25,000,000 of the net proceeds of the issuance of the Notes and incurrence of the Class A Loans The amount specified in Section 3.1(j)(i) will be deposited in the Ramp-Up Account on the Closing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply the remaining amounts held in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (gh) [Reserved].

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 20, 2019the Effective Date, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test Tests and the Coverage Tests. (b) During the period from the Closing Refinancing Date to and including the Effective Date, the Issuer will use the following funds to purchase additional Collateral Obligations as followsin the following order: (i) to pay for the principal portion of any Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or Account, and second, any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or and second, any Principal Proceeds on deposit in the Collection Account at Account. In addition, the discretion of Issuer will use commercially reasonable efforts to acquire such Collateral Obligations that will satisfy, on the Effective Date, the Concentration Limitations, the Collateral ManagerQuality Tests and each Overcollateralization Ratio Test. (c) Within thirty (30) 30 calendar days after the Effective Date (but in any event, prior to the Determination Date relating to the first Payment Date), the Issuer shall provide, or (at the Issuer's expense) cause the Collateral Manager to provide, the following documents: (i) the Issuer shall provide to the Collateral Manager and the Collateral Trustee, an Accountants’ Report: (x) confirming the identity of the issuer (it being understood that the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers), principal balance, coupon/spread, stated maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein (such report, the “Accountants’ Effective Date Comparison AUP Report”) and (y) recalculating and comparing as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of the Effective Date Tested Items and specifying the procedures undertaken by them to review data and computations relating to such report (the “Accountants’ Effective Date Recalculation AUP Report”), and (ii) the Issuer shall cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ ▇, and in the case of delivery to Fitch, via email to ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇), a report identifying Collateral Obligations and a Microsoft Excel file ("Excel Default Model Input File") that provides all of the inputs required to determine whether the S&P CDO Monitor Test has been satisfied and the Collateral Manager shall provide a Microsoft Excel file including, at a minimum, the following data with respect to each Collateral Obligation: LoanX identification number, CUSIP number (if any), name of Obligor, coupon, spread (if applicable), Floating Rate Obligation Floor (if any), legal final maturity date, average life, outstanding principal balance, Principal Balance, identification as a Cov-Lite Loan or otherwise, identification as a First-Lien Last-Out Loan or otherwise, identification as a Senior Syndicated Secured Loan or otherwise, settlement date, the purchase price with respect to any Collateral Obligation the purchase of which has not settled, S&P Industry Classification and S&P Recovery Rate, and requesting that S&P reaffirm its Initial Ratings of the Secured Notes rated by it; (ii) to the Trustee and each Rating Agency (in the case of delivery to S&P, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇, and in the case of delivery to Fitch, via email to ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) a report, prepared by the Collateral Administrator (the “"Effective Date Report”"), determined (A) setting forth the issuer, principal balance, coupon/spread, Stated Maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and (B) calculating as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of (1) each Overcollateralization Ratio Test, (2) the Collateral Quality Tests (excluding the S&P CDO Monitor Test), (3) the Concentration Limitations and (4) the Target Initial Par Condition; (iii) to the Trustee and the Collateral Manager, (A) an Accountants' Report comparing, as of the Effective Date, containing the issuer, Principal Balance, coupon/spread, stated maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation by reference to such sources as shall be specified therein (Asuch report, the "Accountants' Effective Date Comparison AUP Report") the information required in a Monthly Report, and (B) a calculation an Accountants' Report performing agreed upon procedures as of the Aggregate Principal Balance that indicates Effective Date including recalculating and comparing the following items in the Effective Date Report: (1) each Overcollateralization Ratio Test, the Collateral Quality Tests (excluding the S&P CDO Monitor Test) and the Concentration Limitations, and (2) whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition is satisfied (such report, the "Accountants' Effective Date Recalculation AUP Report" and together with the Accountants' Effective Date Comparison AUP Report, the "Accountants' Effective Date AUP Reports"), with both Accountants' Effective Date AUP Reports containing a statement specifying the procedures undertaken by them to review data and computations relating to such Accountants' Effective Date AUP Reports; and (iv) to the Trustee and each Rating Agency (in the case of delivery to S&P, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇, and in the case of delivery to Fitch, via email to ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) an Officer's certificate of the Issuer (the "Effective Date Certificate") certifying as to the level of compliance with, or satisfaction or non-satisfaction of, (1) each Overcollateralization Ratio Test, (2) the Collateral Quality Tests (excluding the S&P CDO Monitor Test), (3) the Concentration Limitations, and (C4) a list of any Closing Date Participation Interests held by the Issuer Target Initial Par Condition, in each case, as of the Effective Date. (v) the Issuer or the Collateral Manager, as the case may be, provides the foregoing Accountants' Effective Date AUP Reports to the Trustee with the results of the items set forth in subclause (iii)(B) above, and such results do not indicate any failure of any such tested item, (w) the Issuer delivers the Effective Date Certificate to the Trustee and the Rating Agencies and causes the Collateral Administrator to make available to the Rating Agencies (i) a report identifying the Collateral Obligations and (ii) the Effective Date Report, and such Effective Date Certificate and Effective Date Report indicates satisfaction of the S&P CDO Monitor Test as of the Effective Date, (x) the Collateral Manager certifies to S&P (which may be in the form of an e-mail) that as of the Effective Date the S&P CDO Monitor Test is satisfied (testing as though an S&P CDO Formula Election Period were in effect and taking into account the S&P CDO Monitor Non-Model Adjustments), (y) the Collateral Manager provides to S&P an electronic copy of the Current Portfolio used to generate the passing test result and (z) the Collateral Manager certifies that the Refinancing Date Participation Condition is satisfied, a written confirmation from S&P of its Initial Ratings of the Secured Notes rated by it shall be deemed to have been provided (the "Effective Date Condition"). For the avoidance of doubt, the Effective Date Certificate and the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) ' Effective Date AUP Reports. In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ ' Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, will be provided by the Independent accountants to the Issuer and Information Agent who will post forward for posting such Form 15-E, except for the redaction of any sensitive information, E on the 17g-5 Issuer's Website. Copies of the Accountants’ ' Effective Date Recalculation AUP Report or any other accountants’ agreed upon procedures report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager or Collateral Administrator Issuer will not be provided to any other party including the Rating Agency Agencies or posted on the Issuer's Website (other than as provided in an any access letter between such Person and the accountants and such partyaccountants). (ed) If If, by the Determination Date relating to the first Payment Date after the Refinancing Date (1) unless the Effective Date S&P Conditions have not been satisfied prior to the date that Condition is thirty (30) days after the Effective Date or (2satisfied) S&P has not provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating Ratings of the Secured Debt Notes rated by S&P by the date thirty (30) Business Days following the Effective Date, it then the Issuer (or the Collateral Manager Manager, on behalf of the Issuer’s behalf) , shall request S&P to provide written confirmation of its Initial Rating of the Secured Debt rated by S&P (which may take the form of a press release or other written communication). In such case, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt on or prior to the Determination Date immediately preceding the first Payment Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Collateral Trustee in writing to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount (and may, prior to the first Payment Date, use with such funds on behalf of the Issuer for the shall purchase of additional Collateral Obligations until such time as Obligations) in an amount sufficient to obtain from S&P has provided written a confirmation of its Initial Rating Ratings of the Secured Debt Notes rated by it (provided that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt A-1 Notes, the Class A-2 Notes or the Class B Notes); provided that that, in lieu of complying with this clause (e)the alternative, the Issuer (or the Collateral Manager on behalf of the Issuer’s behalf) Issuer may take such other action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special Redemption), sufficient to enable obtain from S&P a confirmation of its Initial Ratings of the Secured Notes rated by it. (e) The failure of the Issuer (to satisfy the requirements of this Section 7.18 will not constitute an Event of Default unless such failure constitutes an Event of Default under Section 5.1(d) hereof and the Issuer, or the Collateral Manager acting on behalf of the Issuer’s behalf) to obtain written confirmation of its Initial Rating of , has acted in bad faith. Of the Secured Debt from S&P. (f) U.S.$25,000,000 of the net proceeds of the issuance of the Notes and incurrence which are not applied to pay for the purchase of Collateral Obligations acquired by the Class A Loans Issuer on the Refinancing Date an amount equal to U.S.$379,421,959.83 will be deposited in the Ramp-Up Account on the Closing Refinancing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest from the Closing Refinancing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (g) [Reserved].

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 20, 2019the Effective Date, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test Tests and the Coverage Tests. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use the following funds to purchase additional Collateral Obligations as followsin the following order: (i) to pay for the principal portion of any Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or Account, and second, any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or and second, any Principal Proceeds on deposit in the Collection Account at Account. In addition, the discretion of Issuer will use commercially reasonable efforts to acquire such Collateral Obligations that will satisfy, on the Effective Date, the Concentration Limitations, the Collateral ManagerQuality Tests and each Overcollateralization Ratio Test. (c) Within thirty (30) 30 calendar days after the Effective Date (but in any event, prior to the Determination Date relating to the first Payment Date), the Issuer shall provide, or (at the Issuer’s expense) cause the Collateral Manager to provide, the following documents: (i) the Issuer shall provide to the Collateral Manager and the Collateral Trustee, an Accountants’ Report: (x) confirming the identity of the issuer (it being understood that the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers), principal balance, coupon/spread, stated maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein (such report, the “Accountants’ Effective Date Comparison AUP Report”) and (y) recalculating and comparing as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of the Effective Date Tested Items and specifying the procedures undertaken by them to review data and computations relating to such report (the “Accountants’ Effective Date Recalculation AUP Report”), and (ii) the Issuer shall cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, via email to ▇C▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ ▇), a report identifying Collateral Obligations and a Microsoft Excel file (“Excel Default Model Input File”) that provides all of the inputs required to determine whether the S&P CDO Monitor Test has been satisfied and the Collateral Manager shall provide a Microsoft Excel file including, at a minimum, the following data with respect to each Collateral Obligation: LoanX identification number, CUSIP number (if any), name of Obligor, coupon, spread (if applicable), LIBOR floor (if any), legal final maturity date, average life, outstanding principal balance, Principal Balance, identification as a Cov-Lite Loan or otherwise, identification as a First-Lien Last-Out Loan or otherwise, settlement date, the purchase price with respect to any Collateral Obligation the purchase of which has not settled, S&P Industry Classification and S&P Recovery Rate, and requesting that S&P reaffirm its Initial Ratings of the Rated Notes; (ii) to the Trustee and the Rating Agency (via email to C▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇) a report, prepared by the Collateral Administrator (the “Effective Date Report”), determined (A) setting forth the issuer, principal balance, coupon/spread, Stated Maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and (B) calculating as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of (1) each Overcollateralization Ratio Test, (2) the Collateral Quality Tests (excluding the S&P CDO Monitor Test), (3) the Concentration Limitations and (4) the Target Initial Par Condition; (iii) to the Trustee and the Collateral Manager, (A) an Accountants’ Report comparing, as of the Effective Date, containing the issuer, Principal Balance, coupon/spread, stated maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation by reference to such sources as shall be specified therein (Asuch report, the “Accountants’ Effective Date Comparison AUP Report”) the information required in a Monthly Report, and (B) a calculation an Accountants’ Report performing agreed upon procedures as of the Aggregate Principal Balance that indicates Effective Date including recalculating and comparing the following items in the Effective Date Report: (1) each Overcollateralization Ratio Test, the Collateral Quality Tests (excluding the S&P CDO Monitor Test) and the Concentration Limitations, and (2) whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition is satisfied (such report, the “Accountants’ Effective Date Recalculation AUP Report” and together with the Accountants’ Effective Date Comparison AUP Report, the “Accountants’ Effective Date AUP Reports”), with both Accountants’ Effective Date AUP Reports containing a statement specifying the procedures undertaken by them to review data and computations relating to such Accountants’ Effective Date AUP Reports; and (iv) to the Trustee and the Rating Agency (via email to C▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇) an Officer’s certificate of the Issuer (the “Effective Date Certificate”) certifying as to the level of compliance with, or satisfaction or non-satisfaction of, (1) each Overcollateralization Ratio Test, (2) the Collateral Quality Tests (excluding the S&P CDO Monitor Test), (3) the Concentration Limitations, and (C4) a list of any Closing Date Participation Interests held by the Issuer Target Initial Par Condition, in each case, as of the Effective Date. (v) the Issuer or the Collateral Manager, as the case may be, provides the foregoing Accountants’ Effective Date AUP Reports to the Trustee with the results of the items set forth in subclause (iii)(B) above, and such results do not indicate any failure of any such tested item, (w) the Issuer delivers the Effective Date Certificate to the Trustee and the Rating Agency and causes the Collateral Administrator to make available to the Rating Agency (i) a report identifying the Collateral Obligations and (ii) the Effective Date Report, and such Effective Date Certificate and Effective Date Report indicates satisfaction of the S&P CDO Monitor Test as of the Effective Date, (x) the Collateral Manager certifies to S&P (which may be in the form of an e-mail) that as of the Effective Date the S&P CDO Monitor Test is satisfied (testing as though an S&P CDO Formula Election Period were in effect and taking into account the S&P CDO Monitor Non-Model Adjustments), (y) the Collateral Manager provides to S&P an electronic copy of the Current Portfolio used to generate the passing test result and (z) the Collateral Manager certifies that the Closing Date Participation Condition is satisfied, a written confirmation from S&P of its Initial Ratings of the Rated Notes shall be deemed to have been provided (the “Effective Date Condition”). For the avoidance of doubt, the Effective Date Certificate and the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) Effective Date AUP Reports. In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, will be provided by the Independent accountants to the Issuer and Information Agent who will post such Form 15-E, except for the redaction of any sensitive information, E on the 17g-5 Issuer’s Website. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ agreed upon procedures report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager or Collateral Administrator Issuer will not be provided to any other party including the Rating Agency or posted on the Issuer’s Website (other than as provided in an any access letter between such Person and the accountants and such partyaccountants). (ed) If If, by the Determination Date relating to the first Payment Date (1) unless the Effective Date S&P Conditions have not been satisfied prior to the date that Condition is thirty (30) days after the Effective Date or (2satisfied) S&P has not provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating Ratings of the Secured Debt rated by S&P by the date thirty (30) Business Days following the Effective DateRated Notes, then the Issuer (or the Collateral Manager Manager, on behalf of the Issuer’s behalf) , shall request S&P to provide written confirmation of its Initial Rating of the Secured Debt rated by S&P (which may take the form of a press release or other written communication). In such case, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt on or prior to the Determination Date immediately preceding the first Payment Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Collateral Trustee in writing to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount (and may, prior to the first Payment Date, use with such funds on behalf of the Issuer for the shall purchase of additional Collateral Obligations until such time as Obligations) in an amount sufficient to obtain from S&P has provided written a confirmation of its Initial Rating Ratings of the Secured Debt Rated Notes (provided that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt Notes or the Class B Notes); provided that that, in lieu of complying with this clause (e)the alternative, the Issuer (or the Collateral Manager on behalf of the Issuer’s behalf) Issuer may take such other action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special Redemption), sufficient to enable obtain from S&P a confirmation of its Initial Ratings of the Rated Notes. (e) The failure of the Issuer (to satisfy the requirements of this Section 7.18 will not constitute an Event of Default unless such failure constitutes an Event of Default under Section 5.1(d) hereof and the Issuer, or the Collateral Manager acting on behalf of the Issuer’s behalf) to obtain written confirmation of its Initial Rating of , has acted in bad faith. Of the Secured Debt from S&P. (f) U.S.$25,000,000 of the net proceeds of the issuance of the Notes and incurrence which are not applied to pay for the purchase of Collateral Obligations acquired by the Class A Loans Issuer on the Closing Date an amount equal to U.S.$295,007,000 will be deposited in the Ramp-Up Account on the Closing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (g) [Reserved].

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 20September 28, 20192020, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test and the Coverage Tests. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use funds to purchase additional Collateral Obligations as follows: (i) to pay for the principal portion of any Collateral Obligation from any amounts on deposit in the Ramp-Up Account or any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from any amounts on deposit in the Ramp-Up Account or any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager. (c) Within thirty (30) days after the Effective Date, (i) the Issuer shall provide to the Collateral Manager and the Collateral Trustee, an Accountants’ Report: (x) confirming the identity of the issuer (it being understood that the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers), principal balance, coupon/spread, stated maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein (such report, the “"Accountants’ Effective Date Comparison AUP Report”") and (y) recalculating and comparing as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of the Effective Date Tested Items and specifying the procedures undertaken by them to review data and computations relating to such report (the “"Accountants’ Effective Date Recalculation AUP Report”"), and (ii) the Issuer shall cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, via email to ▇C▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ ▇) a report (the “"Effective Date Report”"), determined as of the Effective Date, containing (A) the information required in a Monthly Report, (B) a calculation of the Aggregate Principal Balance that indicates whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition and (C) a list of any Closing Date Participation Interests held by the Issuer as of the Effective Date. For the avoidance of doubt, the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, in connection thereto will be provided by the Independent accountants to the Issuer who will post such Form 15-E, except for the redaction of any sensitive information, on the 17g-5 Website. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager or Collateral Administrator will not be provided to any other party including the Rating Agency (other than as provided in an access letter between the accountants and such party). (e) If (1) the Effective Date S&P Conditions have not been satisfied prior to the date that is thirty (30) days after the Effective Date or (2) S&P has not provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating of the Secured Debt Notes rated by S&P by the date thirty (30) Business Days days following the Effective Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) shall request S&P to provide written confirmation of its Initial Rating of the Secured Debt Notes rated by S&P (which may take the form of a press release or other written communication). In such case, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt Notes on or prior to the Determination Date immediately preceding the first Payment Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Collateral Trustee to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount and may, prior to the first Payment Date, use such funds on behalf of the Issuer for the purchase of additional Collateral Obligations until such time as S&P has provided written confirmation of its Initial Rating of the Secured Debt Notes (provided that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt or the Class B Notes); provided that in lieu of complying with this clause (e), the Issuer (or the Collateral Manager on the Issuer’s behalf) may take such action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special RedemptionRedemption or to acquire additional Collateral Obligations), sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to obtain written confirmation of its Initial Rating of the Secured Debt Notes from S&P. (f) U.S.$25,000,000 U.S.$247,552,950 of the net proceeds of the issuance of the Notes and incurrence of the Class A Loans will be deposited in the Ramp-Up Account on the Closing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest Interest, if any, from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (g) [Reserved].

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 20January 5, 20192011, Collateral Obligations (ia) such that the Target Initial Par Condition is satisfied and (iib) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test and the Coverage Tests. In addition, the Issuer (or the Collateral Manager on its behalf) shall prepare a written report, determined as of October 20, 2010 (the “Interim Report Date”), setting forth the Aggregate Principal Balance of the Collateral Obligations, the Diversity Score, the Weighted Average ▇▇▇▇▇'▇ Rating Factor, the Weighted Average Floating Spread and the Weighted Average ▇▇▇▇▇'▇ Recovery Rate. Such written report shall also include, for each Closing Date Participation Interest included in the Assets on the Closing Date, whether each such Closing Date Participation Interest has been converted into a full assignment or repurchased by the Originator pursuant to the Master Loan Sale Agreement, as applicable. Such written report shall be delivered to the Trustee, ▇▇▇▇▇'▇ and S&P within five Business Days of the Interim Report Date. The Issuer will use commercially reasonable efforts to meet the following measures as of the Interim Report Date: the Aggregate Principal Balance of the Collateral Obligations greater than or equal to $260,000,000, the Diversity Score greater than or equal to 34, the Weighted Average ▇▇▇▇▇'▇ Rating Factor less than or equal to 3350, the Weighted Average Floating Spread greater than or equal to 4.75% and the Weighted Average ▇▇▇▇▇'▇ Recovery Rate greater than or equal to 46.00%. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use the following funds to purchase additional Collateral Obligations as followsin the following order: (i) to pay for the principal portion of any Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or Account, and second, any Principal Proceeds on deposit in the Collection Account at (including proceeds deposited as a result of a failure to meet the discretion of the Collateral Manager Interest Diversion Test) and (ii) to pay for accrued interest on any such Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or and second, any Principal Proceeds on deposit in the Collection Account at (including proceeds deposited as a result of a failure to meet the discretion of Interest Diversion Test). In addition, the Issuer will use commercially reasonable efforts to acquire such Collateral Obligations that will satisfy, on the Effective Date, the Concentration Limitations, the Collateral ManagerQuality Test and the Overcollateralization Ratio Test. (c) Within thirty (30) days 10 Business Days after the Effective Date, the Issuer shall provide, or cause the Collateral Manager to provide, to S&P a Microsoft Excel file (“Excel Default Model Input File”) that provides all of the inputs required to determine whether the S&P CDO Monitor Test has been satisfied and the Collateral Manager shall provide a Microsoft Excel file including, at a minimum, the following data with respect to each Collateral Obligation: CUSIP number (if any), name of Obligor, coupon, spread (if applicable), legal final maturity date, average life, outstanding principal balance, Principal Balance, identification as a Cov-Lite Loan or otherwise, settlement date, S&P Industry Classification and S&P Recovery Rate. (d) Unless clause (e) below is applicable, within 30 Business Days after the Effective Date (but in no event later than the Determination Date immediately preceding the first Payment Date), the Issuer shall provide, or cause the Collateral Manager to provide, the following documents: (i) to each Rating Agency, a report identifying the Issuer shall provide Collateral Obligations and requesting that S&P reaffirm its Initial Ratings of the Secured Notes; and (ii) to the Collateral Manager Trustee and the Collateral Trusteeeach Rating Agency, an Accountants’ Report: Certificate (xA) confirming the identity of the issuer (it being understood that the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers)issuer, outstanding principal balance, coupon/spread, stated maturity, country of domicile, Moody’s Default Probability Rating and S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein therein, (such report, the “Accountants’ Effective Date Comparison AUP Report”B) and (y) recalculating and comparing calculating as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of (1) the Effective Date Tested Items Target Initial Par Condition, (2) the Overcollateralization Ratio Test, (3) the Concentration Limitations and (4) the Collateral Quality Test (excluding the S&P CDO Monitor Test); and (C) specifying the procedures undertaken by them to review data and computations relating to such report (the “Accountants’ Effective Date Recalculation AUP Report”), and (ii) the Issuer shall cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ a report (the “Effective Date Report”), determined as of the Effective Date, containing (A) the information required in a Monthly Report, (B) a calculation of the Aggregate Principal Balance that indicates whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition and (C) a list of any Closing Date Participation Interests held by the Issuer as of the Effective Date. For the avoidance of doubt, the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, will be provided by the Independent accountants to the Issuer who will post such Form 15-E, except for the redaction of any sensitive information, on the 17g-5 Website. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager or Collateral Administrator will not be provided to any other party including the Rating Agency (other than as provided in an access letter between the accountants and such party)Certificate. (e) (x) If (1) the Effective Date Issuer or the Collateral Manager, as the case may be, has not provided to Moody’s an Accountants’ Certificate that shows that the Target Initial Par Condition was satisfied, the Overcollateralization Ratio Test was satisfied, the Concentration Limitations were complied with and the Collateral Quality Test (excluding the S&P Conditions have not been CDO Monitor Test) was satisfied (such an Accountants' Certificate, a “Passing Accountants' Certificate”) prior to the date that is thirty (30) days 30 Business Days after the Effective Date (but in no event later than the Determination Date immediately preceding the first Payment Date) or (2) S&P has not provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating any of the Secured Debt rated by S&P by the date thirty tests referred to in Section 7.18(d)(ii)(B) above are not satisfied (30(1) Business Days following the Effective Dateor (2) constituting a “Moody’s Ramp-Up Failure”), then (A) the Issuer (or the Collateral Manager on the Issuer’s behalf) shall either (i) provide a Passing Accountants’ Certificate to Moody’s prior to the first Payment Date or (ii) request Moody’s to confirm, prior to the first Payment Date, that it will not reduce or withdraw its Initial Rating of the Secured Notes and (B) if, prior to the first Payment Date, the Issuer (or the Collateral Manager on the Issuer’s behalf) has not provided a Passing Accountants’ Certificate to Moody’s or obtained the confirmation from Moody’s, each as described in the preceding clause (A) of this paragraph, the Issuer (or the Collateral Manager on the Issuer’s behalf) shall instruct the Trustee to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount and may, prior to the first Payment Date, purchase additional Collateral Obligations in an amount sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to (i) provide to Moody’s a Passing Accountants’ Certificate or (ii) obtain from Moody’s written confirmation of its Initial Rating of the Secured Notes; provided that, in lieu of this clause (x), the Issuer (or the Collateral Manager on the Issuer’s behalf) may take such action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special Redemption), sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to (1) provide to Moody’s a Passing Accountants’ Certificate described in Section 7.18(d)(ii) or (2) obtain from Moody’s written confirmation of its Initial Rating of the Secured Notes; and (y) if S&P (which must receive the Accountants’ Certificate described in Section 7.18(d)(ii) to provide written confirmation of its Initial Rating of the Secured Debt rated by S&P (which may take the form of a press release or other written communication). In such case, if S&P Notes) does not provide written confirmation of its Initial Rating of the Secured Debt on or prior to Notes (such event, an “S&P Rating Confirmation Failure”) within 30 Business Days after the Determination Effective Date immediately preceding but in any event before the first Payment Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Collateral Trustee to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount and may, prior to the first Payment Date, use such funds on behalf of the Issuer for the purchase of additional Collateral Obligations until such time as S&P has provided written confirmation of its Initial Rating initial rating of the Secured Debt (provided that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt or the Class B Notes); provided that that, in lieu of complying with this clause (ey), the Issuer (or the Collateral Manager on the Issuer’s behalf) may take such action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special Redemption), sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to obtain written confirmation from S&P of its Initial Rating of the Secured Debt Notes; it being understood that, if the events specified in both of clauses (x) and (y) occur, the Issuer (or the Collateral Manager on the Issuer’s behalf) will be required to satisfy the requirements of both clause (x) and clause (y); provided further, that in the case of each of the foregoing clauses (x) and (y), amounts may not be transferred from S&P.the Interest Collection Subaccount to the Principal Collection Subaccount if, after giving effect to such transfer, the amounts available pursuant to the Priority of Payments on the next succeeding Payment Date would be insufficient to pay the full amount of the accrued and unpaid interest on any Class of Secured Notes on such next succeeding Payment Date. (f) U.S.$25,000,000 The failure of the net Issuer to satisfy the requirements of this Section 7.18 will not constitute an Event of Default unless such failure constitutes an Event of Default under Section 5.1(d) hereof and the Issuer, or the Collateral Manager acting on behalf of the Issuer, has acted in bad faith. Of the proceeds of the issuance of the Notes and incurrence which are not applied to pay for the purchase of Collateral Obligations acquired by the Issuer on the Closing Date (including, without limitation, the acquisition of the Class A Loans initial Collateral Obligations from the Depositor on the Closing Date) U.S.$62,125,384.21 will be deposited in the Ramp-Up Account on the Closing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (g) [Reserved].

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 20, 2019the Effective Date, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test and the Coverage Tests. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use funds to purchase additional Collateral Obligations as followsin the following order: (i) to pay for the principal portion of any Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or Account, and second, any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or and second, any Principal Proceeds on deposit in the Collection Account at Account. In addition, the discretion of Issuer will use commercially reasonable efforts to acquire such Collateral Obligations that will satisfy, on the Effective Date, the Concentration Limitations, the Collateral ManagerQuality Test and each Overcollateralization Ratio Test. (c) Within thirty (30) days 10 Business Days after the Effective Date, the Issuer shall provide, or cause the Collateral Manager to provide, to S&P a Microsoft Excel file (“Excel Default Model Input File”) that provides all of the inputs required to determine whether the S&P CDO Monitor Test has been satisfied and the Collateral Manager shall provide a Microsoft Excel file including, at a minimum, the following data with respect to each Collateral Obligation: CUSIP number (if any), name of Obligor, coupon, spread (if applicable), legal final maturity date, average life, Principal Balance, identification as a Cov-Lite Loan or otherwise, settlement date, S&P Industry Classification, S&P Recovery Rate, LoanX IDs (if any), settled versus unsettled information (and purchase price of any unsettled assets), an indication of whether cash is being held against each unsettled trade and, for any Collateral Obligation that is a LIBOR Floor Obligation, the related LIBOR floor. (d) Unless clause (e) below is applicable, within 30 Business Days after the Effective Date (but in no event later than the Determination Date immediately preceding the first Payment Date), the Issuer (or the Collateral Manager on the Issuer’s behalf) will provide the following documents: (i) to each Rating Agency, a report identifying the Issuer shall provide Collateral Obligations (which may be the Effective Date Report) and, to S&P, a request that S&P reaffirm its initial rating of the Class A Notes; (ii) to the Trustee, the Collateral Manager and the Collateral Trusteeeach Rating Agency, an Accountants’ Report: (x) confirming a report stating the identity of following information (the issuer “Effective Date Report“): (it being understood that A) the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers)issuer, outstanding principal balance, coupon/spread, stated maturity, country of Domicile, Moody’s Default Probability Rating and S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein (such reporttherein, the “Accountants’ Effective Date Comparison AUP Report”) and (yB) recalculating and comparing calculating as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of (1) the Target Initial Par Condition, (2) each Overcollateralization Ratio Test, (3) the Concentration Limitations and (4) the Collateral Quality Test (excluding the S&P CDO Monitor Test); and (y) a certificate of the Issuer (such certificate, the “Effective Date Issuer Certificate“) certifying as to the level of compliance with, or satisfaction or non-satisfaction of (1) the Target Initial Par Condition, (2) each Overcollateralization Ratio Test, (3) the Concentration Limitations and (4) the Collateral Quality Test (excluding the S&P CDO Monitor Test); and (iii) to the Trustee, an accountants’ report that recalculates the information set forth in the Effective Date Tested Items and specifying the procedures undertaken by them to review data and computations relating to Report (such report (accountants’ report, the “Effective Date Accountants’ Effective Date Recalculation AUP Report”“), . Information sent to Moody’s shall be delivered via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ and (ii) the Issuer information and requests sent to S&P shall cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, be delivered via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ a report (the “Effective Date Report”), determined as of the Effective Date, containing (A) the information required in a Monthly Report, (B) a calculation of the Aggregate Principal Balance that indicates whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition and (C) a list of any Closing Date Participation Interests held by the Issuer as of the Effective Date▇. For the avoidance of doubt, the Effective Date Issuer Certificate and the Effective Date Report shall not include or refer to the Effective Date Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) In accordance with SEC Release NoReport. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, will be provided by the Independent accountants to the Issuer who will post such Form 15-E, except for the redaction Upon receipt of any sensitive information, on the 17g-5 Website. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager or Collateral Administrator will not be provided to any other party including the Rating Agency (other than as provided in an access letter between the accountants and such party). (e) If (1) the Effective Date S&P Conditions have not been satisfied prior to Report, the date that is thirty (30) days after the Effective Date or (2) S&P has not provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating of the Secured Debt rated by S&P by the date thirty (30) Business Days following the Effective Date, then the Issuer (or Trustee and the Collateral Manager on shall each compare the Issuer’s behalf) shall request S&P to provide written confirmation of its Initial Rating of the Secured Debt rated by S&P (which may take the form of a press release or other written communication). In information contained in such case, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt on or prior Effective Date Report to the Determination Date immediately preceding the first Payment Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Collateral Trustee to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount and may, prior to the first Payment Date, use such funds on behalf of the Issuer for the purchase of additional Collateral Obligations until such time as S&P has provided written confirmation of its Initial Rating of the Secured Debt (provided that the amount of such transfer would not result information contained in a default in the payment of interest their respective records with respect to the Class A Debt or the Class B Notes); provided that in lieu Collateral and shall, within three Business Days after receipt of complying with this clause (e)such Effective Date Report, notify such other party, the Issuer (and the Rating Agencies if the information contained in the Effective Date Report does not conform to the information maintained by the Trustee or the Collateral Manager on Manager, as the Issuer’s behalf) case may take such actionbe, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount with respect to the Principal Collection Subaccount as Principal Proceeds (for use in a Special Redemption)Collateral. In the event that any discrepancy exists, sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to obtain written confirmation of its Initial Rating of the Secured Debt from S&P. (f) U.S.$25,000,000 of the net proceeds of the issuance of the Notes Trustee and incurrence of the Class A Loans will be deposited in the Ramp-Up Account on the Closing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer)) shall attempt to resolve the discrepancy. If such discrepancy cannot be resolved within five Business Days after the delivery of such a notice of discrepancy, the Collateral Trustee Manager shall apply amounts held in request that the RampIndependent accountants selected by the Issuer pursuant to this Indenture perform agreed-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest from the Closing Date to and including upon procedures on the Effective Date as described in clause (b) aboveReport and the Collateral Manager’s and Trustee’s records to determine the cause of such discrepancy. If on such procedures reveal an error in the Effective DateDate Report or the Collateral Manager’s or Trustee’s records, the Effective Date Report or the Collateral Manager’s or Trustee’s records shall be revised accordingly and notice of any amounts on deposit error in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts Effective Date Report shall be applied sent as described in Section 10.3(c)soon as practicable by the Issuer to all recipients of such report. (ge) [Reserved].With respect to Moody’s, (x) if prior to the date 30 Business Days after the Effective Date (but in no event later than the Determination Date immediately preceding the first Payment Date) (1) the Issuer (or the Collateral Manager on behalf of the Issuer) has not provided to Moody’s both (A) an Effective Date Report that shows that the Target Initial Par Condition was satisfied, each Overcollateralization Ratio Test was satisfied, the Concentration Limitations were complied with and the Collateral Quality Test (excluding the S&P CDO Monitor Test) was satisfied and (B) the Effective Date Issuer Certificate (such Effective Date Report, together with such Effective Date Issuer Certificate, a “Passing Report“), (2) the Issuer (or the Collateral Manager on behalf of the Issuer) has not provided to the Trustee an Effective Date Accountants’ Certificate or (3) any of the tests referred to in (ii)(x)(B) of the foregoing clause (d) are not satisfied (any such event pursuant to clause (1), clause (2) or clause (3) constituting a “

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 20, 2019the Effective Date, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test Tests and the Coverage Tests. (ba) During the period from the Closing Date to and including the Effective Date, the Issuer will use the following funds to purchase additional Collateral Obligations as followsin the following order: (i) to pay for the principal portion of any Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or Account, and second, any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or and second, any Principal Proceeds on deposit in the Collection Account at Account. In addition, the discretion of the Issuer will use commercially reasonable efforts to acquire such Collateral Manager. (c) Within thirty (30) days after Obligations that will satisfy, on the Effective Date, the Concentration Limitations, the Collateral Quality Tests and each Overcollateralization Ratio Test. (b) Within 30 Business Days after the Effective Date (but in any event, prior to the Determination Date relating to the first Payment Date after the Closing Date), the Issuer shall provide, or (at the Issuer's expense) cause the Collateral Manager to provide, the following documents: (i) the Issuer shall provide to the Collateral Manager and the Collateral Trustee, an Accountants’ Report: (x) confirming the identity of the issuer (it being understood that the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers), principal balance, coupon/spread, stated maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein (such report, the “Accountants’ Effective Date Comparison AUP Report”) and (y) recalculating and comparing as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of the Effective Date Tested Items and specifying the procedures undertaken by them to review data and computations relating to such report (the “Accountants’ Effective Date Recalculation AUP Report”), and (ii) the Issuer shall cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, via email to ▇C▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ ▇), a report identifying Collateral Obligations and a Microsoft Excel file ("Excel Default Model Input File") that provides all of the inputs required to determine whether the S&P CDO Monitor Test has been satisfied and the Collateral Manager shall provide a Microsoft Excel file including, at a minimum, the following data with respect to each Collateral Obligation: LoanX identification number, CUSIP number (if any), name of Obligor, coupon, spread (if applicable), Floating Rate Obligation Floor (if any), legal final maturity date, average life, outstanding principal balance, Principal Balance, identification as a Cov-Lite Loan or otherwise, identification as a First-Lien Last-Out Loan or otherwise, settlement date, the purchase price with respect to any Collateral Obligation the purchase of which has not settled, S&P Industry Classification and S&P Recovery Rate, and requesting that S&P reaffirm its Initial Ratings of the Secured Debt rated by it; (ii) to the Collateral Trustee and the Rating Agency (via email to C▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇) a report, prepared by the Collateral Administrator (the “"Effective Date Report”"), determined (A) setting forth the issuer, principal balance, coupon/spread, Stated Maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and (B) calculating as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of (1) each Overcollateralization Ratio Test, (2) the Collateral Quality Tests (excluding the S&P CDO Monitor Test), (3) the Concentration Limitations and (4) the Target Initial Par Condition; (iii) to the Collateral Trustee and the Collateral Manager, (A) an Accountants' Report comparing, as of the Effective Date, containing the issuer, Principal Balance, coupon/spread, stated maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation by reference to such sources as shall be specified therein (Asuch report, the "Accountants' Effective Date Comparison AUP Report") the information required in a Monthly Report, and (B) a calculation an Accountants' Report performing agreed upon procedures as of the Aggregate Principal Balance that indicates Effective Date including recalculating and comparing the following items in the Effective Date Report: (1) each Overcollateralization Ratio Test, the Collateral Quality Tests (excluding the S&P CDO Monitor Test) and the Concentration Limitations, and (2) whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition is satisfied (such report, the "Accountants' Effective Date Recalculation AUP Report" and together with the Accountants' Effective Date Comparison AUP Report, the "Accountants' Effective Date AUP Reports"), with both Accountants' Effective Date AUP Reports containing a statement specifying the procedures undertaken by them to review data and computations relating to such Accountants' Effective Date AUP Reports; and (iv) to the Collateral Trustee and the Rating Agency (via email to C▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇) an Officer's certificate of the Issuer (the "Effective Date Certificate") certifying as to the level of compliance with, or satisfaction or non-satisfaction of, (1) each Overcollateralization Ratio Test, (2) the Collateral Quality Tests (excluding the S&P CDO Monitor Test), (3) the Concentration Limitations, and (C4) a list of any Closing Date Participation Interests held by the Issuer Target Initial Par Condition, in each case, as of the Effective Date. If (w) the Issuer or the Collateral Manager, as the case may be, provides the foregoing Accountants' Effective Date AUP Reports to the Collateral Trustee with the results of the items set forth in subclause (ii)(B) above, and such results do not indicate any failure of any such tested item, (x) the Issuer delivers the Effective Date Certificate to the Collateral Trustee and the Rating Agency and causes the Collateral Administrator to make available to the Rating Agency (i) a report identifying the Collateral Obligations, (ii) the Effective Date Report, and such Effective Date Certificate and Effective Date Report indicates satisfaction of the S&P CDO Monitor Test as of the Effective Date, (y) the Collateral Manager certifies to S&P (which may be in the form of an e-mail) that as of the Effective Date the S&P CDO Monitor Test is satisfied (testing as though an S&P CDO Formula Election Period were in effect and taking into account the S&P CDO Monitor Non-Model Adjustments) and (z) the Collateral Manager provides to S&P an electronic copy of the Current Portfolio used to generate the passing test result, a written confirmation from S&P of its Initial Ratings of the Secured Debt rated by it shall be deemed to have been provided (the "Effective Date Condition"). For the avoidance of doubt, the Effective Date Certificate and the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) ' Effective Date AUP Reports. In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ ' Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, will be provided by the Independent accountants to the Issuer and Information Agent who will post forward for posting such Form 15-E, except for the redaction of any sensitive information, E on the 17g-5 Issuer's Website. Copies of the Accountants’ ' Effective Date Recalculation AUP Report or any other accountants’ agreed upon procedures report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager or Collateral Administrator Issuer will not be provided to any other party including the Rating Agency or posted on the Issuer's Website (other than as provided in an any access letter between such Person and the accountants and such partyaccountants). (ec) If If, by the Determination Date relating to the first Payment Date after the Closing Date (1) unless the Effective Date S&P Conditions have not been satisfied prior to the date that Condition is thirty (30) days after the Effective Date or (2satisfied) S&P has not provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating Ratings of the Secured Debt rated by S&P by the date thirty (30) Business Days following the Effective Dateit, then the Issuer (or the Collateral Manager Manager, on behalf of the Issuer’s behalf) , shall request S&P to provide written confirmation of its Initial Rating of the Secured Debt rated by S&P (which may take the form of a press release or other written communication). In such case, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt on or prior to the Determination Date immediately preceding the first Payment Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Collateral Trustee in writing to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount (and may, prior to the first Payment Date, use with such funds on behalf of the Issuer for the shall purchase of additional Collateral Obligations until such time as Obligations) in an amount sufficient to obtain from S&P has provided written a confirmation of its Initial Rating Ratings of the Secured Debt rated by it (provided that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A A-1 Debt, the Class A-2 Debt or the Class B NotesDebt); provided that that, in lieu of complying with this clause (e)the alternative, the Issuer (or the Collateral Manager on behalf of the Issuer’s behalf) Issuer may take such other action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special Redemption), sufficient to enable obtain from S&P a confirmation of its Initial Ratings of the Secured Debt rated by it. (d) The failure of the Issuer (to satisfy the requirements of this Section 7.18 will not constitute an Event of Default unless such failure constitutes an Event of Default under Section 5.1(d) hereof and the Issuer, or the Collateral Manager acting on behalf of the Issuer’s behalf) to obtain written confirmation of its Initial Rating of , has acted in bad faith. Of the Secured Debt from S&P. (f) U.S.$25,000,000 of the net proceeds of the issuance of the Notes and incurrence Debt which are not applied to pay for the purchase of Collateral Obligations acquired by the Class A Loans Issuer on the Closing Date an amount equal to U.S.$160,590,909.88 will be deposited in the Ramp-Up Account on the Closing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (g) [Reserved].

Effective Date; Purchase of Additional Collateral Obligations. (a) The Cayman Issuer will use commercially reasonable efforts to purchase, on or before August 20July 6, 20192020, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test and the Coverage Tests. (b) During the period from the Closing Date to and including the Effective Date, the Cayman Issuer will use funds to purchase additional Collateral Obligations as follows: (i) to pay for the principal portion of any Collateral Obligation from any amounts on deposit in the Ramp-Up Account or any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from any amounts on deposit in the Ramp-Up Account or any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager. (c) Within thirty (30) days after the Effective Date, (i) the Cayman Issuer shall provide to the Collateral Manager and the Collateral Trustee, an Accountants’ Report: (x) confirming the identity of the issuer (it being understood that the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers), principal balance, coupon/spread, stated maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and the information provided by the Cayman Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein (such report, the “Accountants’ Effective Date Comparison AUP Report”) and (y) recalculating and comparing as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of the Effective Date Tested Items and specifying the procedures undertaken by them to review data and computations relating to such report (the “Accountants’ Effective Date Recalculation AUP Report”), and (ii) the Cayman Issuer shall cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ ▇) a report (the “Effective Date Report”), determined as of the Effective Date, containing (A) the information required in a Monthly Report, (B) a calculation of the Aggregate Principal Balance that indicates whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition and (C) a list of any Closing Date Participation Interests held by the Cayman Issuer as of the Effective Date. For the avoidance of doubt, the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, will be provided by the Independent accountants to the Cayman Issuer or the Issuer, as applicable, who will post such Form 15-E, except for the redaction of any sensitive information, on the 17g-5 Website. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ report provided by the Independent accountants to the Cayman Issuer, the Issuer, Trustee, Collateral Manager or Collateral Administrator will not be provided to any other party including the Rating Agency (other than as provided in an access letter between the accountants and such party). (e) If (1) the Effective Date S&P Conditions have not been satisfied prior to the date that is thirty (30) days after the Effective Date or (2) S&P has not provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating of the Secured Debt Notes rated by S&P by the date thirty (30) Business Days days following the Effective Date, then the Cayman Issuer (or the Collateral Manager on the Cayman Issuer’s behalf) shall request S&P to provide written confirmation of its Initial Rating of the Secured Debt Notes rated by S&P (which may take the form of a press release or other written communication). In such case, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt Notes on or prior to the Determination Date immediately preceding the first Payment Date, then the Cayman Issuer (or the Collateral Manager on the Cayman Issuer’s behalf) will instruct the Collateral Trustee to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount and may, prior to the first Payment Date, use such funds on behalf of the Cayman Issuer for the purchase of additional Collateral Obligations until such time as S&P has provided written confirmation of its Initial Rating of the Secured Debt Notes (provided that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt Notes or the Class B Notes); provided that in lieu of complying with this clause (e), the Cayman Issuer (or the Collateral Manager on the Cayman Issuer’s behalf) may take such action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special RedemptionRedemption or to acquire additional Collateral Obligations), sufficient to enable the Cayman Issuer (or the Collateral Manager on the Cayman Issuer’s behalf) to obtain written confirmation of its Initial Rating of the Secured Debt Notes from S&P. (f) U.S.$25,000,000 U.S.$258,000,000 of the net proceeds of the issuance of the Notes and incurrence of the Class A Loans will be deposited in the Ramp-Up Account on the Closing Date. At the direction of the Cayman Issuer (or the Collateral Manager on behalf of the Cayman Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (g) [Reserved].

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 20, 2019the Effective Date, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test Tests and the Coverage Tests. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use the following funds to purchase additional Collateral Obligations as followsin the following order: (i) to pay for the principal portion of any Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or Account, and second, any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or and second, any Principal Proceeds on deposit in the Collection Account at Account. In addition, the discretion of Issuer will use commercially reasonable efforts to acquire such Collateral Obligations that will satisfy, on the Effective Date, the Concentration Limitations, the Collateral ManagerQuality Tests and each Overcollateralization Ratio Test. (c) Within thirty (30) 30 calendar days after the Effective Date (but in any event prior to the Determination Date relating to the first Payment Date), the Issuer will provide, or cause the Collateral Manager (or, in the case of clause (ii)(y) below, the Collateral Administrator) to provide, (i) to S&P a Microsoft Excel file (“Excel Default Model Input File”) that provides all of the Issuer shall provide inputs required to determine whether the S&P CDO Monitor Test has been satisfied and the Collateral Manager shall provide a Microsoft Excel file including, at a minimum, the following data with respect to each Collateral Obligation: CUSIP number (if any), name of Obligor, coupon, spread (if applicable), Benchmark floor (if applicable), LoanX identification number (if applicable), purchase price for any unsettled assets, legal final maturity date, average life, Principal Balance, identification as a Cov-Lite Loan or otherwise, settlement date, S&P Industry Classification, S&P Recovery Rate and identification of any First-Lien Last-Out Loans and (ii) (x) to the Rating Agency and the Trustee, a report identifying the Collateral Obligations, (y) to the Rating Agency, the Effective Date Report and the Effective Date Certificate, and (z) to the Trustee and the Collateral TrusteeAdministrator, (A) an Accountants’ Report (the “Accountants’ Effective Date Comparison AUP Report: (x”) confirming recalculating and comparing the identity of the issuer (it being understood that the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers)obligor, outstanding principal balance, coupon/spread, stated maturity, maturity and S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein therein, (such report, B) an Accountants’ Report (the “Accountants’ Effective Date Comparison Recalculation AUP Report”) and (y) recalculating and comparing as of the Effective Date the level of compliance with, or and satisfaction or non-satisfaction of (1) the Effective Date Tested Items Target Initial Par Condition, (2) each Overcollateralization Ratio Test, (3) the Concentration Limitations and (4) the Collateral Quality Test (excluding the S&P CDO Monitor Test); and (C) specifying the procedures undertaken by them to review data and computations relating to such report (the “Accountants’ Effective Date Recalculation AUP Report”), and (ii) the Issuer shall cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ a report (the “Effective Date Report”), determined as of the Effective Date, containing (A) the information required in a Monthly Report, (B) a calculation of the Aggregate Principal Balance that indicates whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition and (C) a list of any Closing Date Participation Interests held by the Issuer as of the Effective DateReports. For the avoidance of doubt, the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, will be provided by the Independent accountants to the Issuer who will post (or cause to be posted) such Form 15-E, except for the redaction of any sensitive information, E on the 17g-5 Websitewebsite. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ agreed-upon procedures report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager the Trustee or the Collateral Administrator will not be provided to any other party including the Rating Agency (other than as provided in an access letter between the accountants and such party)Agency. (ed) If (1) the Effective Date S&P Conditions have Rating Condition is not been satisfied prior to the date that is thirty (30) days 30 Business Days after the Effective Date or (2but in no event later than the Determination Date immediately preceding the first Payment Date) S&P has not provided written confirmation then (which may take the form of a press release or other written communicationA) of its Initial Rating of the Secured Debt rated by S&P by the date thirty (30) Business Days following the Effective Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) shall request S&P to provide written confirmation of confirm on or before the first Determination Date, that S&P will not reduce or withdraw its Initial Rating initial ratings of the Secured Debt rated and (B) if, by S&P (which may take the form of a press release or other written communication). In such case, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt on or prior to the Determination Date immediately preceding the first Payment Determination Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) has not obtained the confirmation from S&P as described in the preceding clause (A) of this paragraph, the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Collateral Trustee to transfer amounts from the Interest Collection Subaccount Account to the Principal Collection Subaccount Account and may, prior to the first Payment Date, use such funds on behalf of the Issuer for the purchase of additional Collateral Obligations until such time as in an amount sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to obtain from S&P has provided written confirmation of its Initial Rating initial ratings of the Secured Debt (provided that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt or the Class B Notes)Debt; provided that that, in lieu of complying with this clause the preceding clauses (eA) and (B), the Issuer (or the Collateral Manager on the Issuer’s behalf) may take such action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount Account to the Principal Collection Subaccount Account as Principal Proceeds (for use in a Special Redemption), sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to obtain from S&P written confirmation of its Initial Rating initial ratings of the Secured Debt. (e) Notwithstanding anything herein to the contrary, if the Issuer (or the Collateral Manager on the Issuer’s behalf) elects to direct a Special Redemption of the Secured Debt pursuant to clause (d) above, the Issuer may use amounts on deposit in the Principal Collection Account to make such Special Redemption on any Business Day (other than a Payment Date) to the extent necessary to obtain from S&P.S&P its written confirmation of its initial ratings of the Secured Debt. Payments made in respect of the Secured Debt in connection with such Special Redemption shall be paid in accordance with the Debt Payment Sequence. For the avoidance of doubt, such payments will be made without regard to the Priority of Payments. Amounts may not be transferred from the Interest Collection Account to the Principal Collection Account pursuant to clause (d) above if, after giving effect to such transfer, the amounts available pursuant to the Priority of Payments on the next succeeding Payment Date would be insufficient to pay the full amount of the accrued and unpaid interest on any Class of Secured Debt on such next succeeding Payment Date. (f) U.S.$25,000,000 The failure of the net Issuer to satisfy the requirements of this Section 7.18 will not constitute an Event of Default unless such failure constitutes an Event of Default under Section 5.1(d) hereof and the Issuer, or the Collateral Manager acting on behalf of the Issuer, has acted in bad faith. Of the proceeds of the issuance of the Notes Secured Debt which are not applied to pay for the purchase of Collateral Obligations purchased by the Issuer on or before the Closing Date (including, without limitation, repayment of any amounts borrowed by the Issuer in connection with the purchase of Collateral Obligations prior to the Closing Date) or to pay other applicable fees and incurrence of the Class A Loans expenses, funds will be deposited in the Ramp-Up Account on the Closing DateDate in the amounts specified in writing to the Trustee by the Issuer. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (g) [Reserved].

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 20, 2019the Effective Date, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test Tests and the Coverage Tests. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use the following funds to purchase additional Collateral Obligations as followsin the following order: (i) to pay for the principal portion of any Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or Account, and second, any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or and second, any Principal Proceeds on deposit in the Collection Account at Account. In addition, the discretion of Issuer will use commercially reasonable efforts to acquire such Collateral Obligations that will satisfy, on the Effective Date, the Concentration Limitations, the Collateral ManagerQuality Tests and each Overcollateralization Ratio Test. (c) Within thirty (30) 30 calendar days after the Effective Date (but in any event, prior to the Determination Date relating to the first Payment Date), the Issuer shall provide, or (at the Issuer’s expense) cause the Collateral Manager to provide, the following documents: (i) the Issuer shall provide to the Collateral Manager and the Collateral Trustee, an Accountants’ Report: (x) confirming the identity of the issuer (it being understood that the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers), principal balance, coupon/spread, stated maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein (such report, the “Accountants’ Effective Date Comparison AUP Report”) and (y) recalculating and comparing as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of the Effective Date Tested Items and specifying the procedures undertaken by them to review data and computations relating to such report (the “Accountants’ Effective Date Recalculation AUP Report”), and (ii) the Issuer shall cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, via email to ▇C▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ ▇, and in the case of delivery to Fitch, via email to c▇▇.▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇), a report identifying Collateral Obligations and a Microsoft Excel file (“Excel Default Model Input File”) that provides all of the inputs required to determine whether the S&P CDO Monitor Test has been satisfied and the Collateral Manager shall provide a Microsoft Excel file including, at a minimum, the following data with respect to each Collateral Obligation: LoanX identification number, CUSIP number (if any), name of Obligor, coupon, spread (if applicable), LIBOR floor (if any), legal final maturity date, average life, outstanding principal balance, Principal Balance, identification as a Cov-Lite Loan or otherwise, identification as a First-Lien Last-Out Loan or otherwise, settlement date, the purchase price with respect to any Collateral Obligation the purchase of which has not settled, S&P Industry Classification and S&P Recovery Rate, and requesting that S&P reaffirm its Initial Ratings of the Secured Notes; (ii) to the Trustee and each Rating Agency (in the case of delivery to S&P, via email to C▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇, and in the case of delivery to Fitch, via email to c▇▇.▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) a report, prepared by the Collateral Administrator (the “Effective Date Report”), determined (A) setting forth the issuer, principal balance, coupon/spread, Stated Maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and (B) calculating as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of (1) each Overcollateralization Ratio Test, (2) the Collateral Quality Tests (excluding the S&P CDO Monitor Test), (3) the Concentration Limitations and (4) the Target Initial Par Condition; (iii) to the Trustee and the Collateral Manager, (A) an Accountants’ Report comparing, as of the Effective Date, containing the issuer, Principal Balance, coupon/spread, stated maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation by reference to such sources as shall be specified therein (Asuch report, the “Accountants’ Effective Date Comparison AUP Report”) the information required in a Monthly Report, and (B) a calculation an Accountants’ Report performing agreed upon procedures as of the Aggregate Principal Balance that indicates Effective Date including recalculating and comparing the following items in the Effective Date Report: (1) each Overcollateralization Ratio Test, the Collateral Quality Tests (excluding the S&P CDO Monitor Test) and the Concentration Limitations, and (2) whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition is satisfied (such report, the “Accountants’ Effective Date Recalculation AUP Report” and together with the Accountants’ Effective Date Comparison AUP Report, the “Accountants’ Effective Date AUP Reports”), with both Accountants’ Effective Date AUP Reports containing a statement specifying the procedures undertaken by them to review data and computations relating to such Accountants’ Effective Date AUP Reports; and (iv) to the Trustee and each Rating Agency (in the case of delivery to S&P, via email to C▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇, and in the case of delivery to Fitch, via email to c▇▇.▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) an Officer’s certificate of the Issuer (the “Effective Date Certificate”) certifying as to the level of compliance with, or satisfaction or non-satisfaction of, (1) each Overcollateralization Ratio Test, (2) the Collateral Quality Tests (excluding the S&P CDO Monitor Test), (3) the Concentration Limitations, and (C4) a list of any Closing Date Participation Interests held by the Issuer Target Initial Par Condition, in each case, as of the Effective Date. (v) the Issuer or the Collateral Manager, as the case may be, provides the foregoing Accountants’ Effective Date AUP Reports to the Trustee with the results of the items set forth in subclause (iii)(B) above, and such results do not indicate any failure of any such tested item, (w) the Issuer delivers the Effective Date Certificate to the Trustee and causes the Collateral Administrator to make available to the Rating Agencies (i) a report identifying the Collateral Obligations and (ii) the Effective Date Report, (x) the Collateral Manager certifies to S&P (which may be in the form of an e-mail) that as of the Effective Date the S&P CDO Monitor Test is satisfied (testing as though an S&P CDO Formula Election Period were in effect and taking into account the S&P CDO Monitor Non-Model Adjustments), (y) the Collateral Manager provides to S&P an electronic copy of the Current Portfolio used to generate the passing test result and (z) the Collateral Manager certifies that the Closing Date Participation Condition is satisfied, a written confirmation from S&P of its Initial Ratings of the Secured Notes shall be deemed to have been provided (the “Effective Date Condition”). For the avoidance of doubt, the Effective Date Certificate and the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) Effective Date AUP Reports. In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, will be provided by the Independent accountants to the Issuer and Information Agent who will post such Form 15-E, except for the redaction of any sensitive information, E on the 17g-5 Websitewebsite. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ agreed upon procedures report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager or Collateral Administrator Issuer will not be provided to any other party including the Rating Agency Agencies or posted on the 17g-5 website (other than as provided in an any access letter between such Person and the accountants and such partyaccountants). (ed) If If, by the Determination Date relating to the first Payment Date (1) unless the Effective Date S&P Conditions have not been satisfied prior to the date that Condition is thirty (30) days after the Effective Date or (2satisfied) S&P has not provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating Ratings of the Secured Debt rated by S&P by the date thirty (30) Business Days following the Effective Date, Notes then the Issuer (or the Collateral Manager Manager, on behalf of the Issuer’s behalf) , shall request S&P to provide written confirmation of its Initial Rating of the Secured Debt rated by S&P (which may take the form of a press release or other written communication). In such case, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt on or prior to the Determination Date immediately preceding the first Payment Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Collateral Trustee in writing to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount (and may, prior to the first Payment Date, use with such funds on behalf of the Issuer for the shall purchase of additional Collateral Obligations until such time as Obligations) in an amount sufficient to obtain from S&P has provided written a confirmation of its Initial Rating Ratings of the Secured Debt Notes (provided that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt Notes or the Class B Notes); provided that that, in lieu of complying with this clause (e)the alternative, the Issuer (or the Collateral Manager on behalf of the Issuer’s behalf) Issuer may take such other action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special Redemption), sufficient to enable obtain from S&P a confirmation of its Initial Ratings of the Secured Notes. (e) The failure of the Issuer (to satisfy the requirements of this Section 7.18 will not constitute an Event of Default unless such failure constitutes an Event of Default under Section 5.1(d) hereof and the Issuer, or the Collateral Manager acting on behalf of the Issuer’s behalf) to obtain written confirmation of its Initial Rating of , has acted in bad faith. Of the Secured Debt from S&P. (f) U.S.$25,000,000 of the net proceeds of the issuance of the Notes and incurrence which are not applied to pay for the purchase of Collateral Obligations acquired by the Class A Loans Issuer on the Closing Date an amount equal to U.S.$455,992,415.09 will be deposited in the Ramp-Up Account on the Closing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (g) [Reserved].

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 20, 2019the Effective Date, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test Tests and the Coverage Tests. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use the following funds to purchase additional Collateral Obligations as followsin the following order: (i) to pay for the principal portion of any Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or Account, and second, any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or and second, any Principal Proceeds on deposit in the Collection Account at Account. In addition, the discretion of Issuer will use commercially reasonable efforts to acquire such Collateral Obligations that will satisfy, on the Effective Date, the Concentration Limitations, the Collateral ManagerQuality Tests and each Overcollateralization Ratio Test. (c) Within thirty (30) 30 calendar days after the Effective Date (but in any event, prior to the Determination Date relating to the first Payment Date), the Issuer shall provide, or (at the Issuer’s expense) cause the Collateral Manager to provide, the following documents: (i) the Issuer shall provide to the Collateral Manager and the Collateral Trustee, an Accountants’ Report: (x) confirming the identity of the issuer (it being understood that the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers), principal balance, coupon/spread, stated maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein (such report, the “Accountants’ Effective Date Comparison AUP Report”) and (y) recalculating and comparing as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of the Effective Date Tested Items and specifying the procedures undertaken by them to review data and computations relating to such report (the “Accountants’ Effective Date Recalculation AUP Report”), and (ii) the Issuer shall cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ ▇, and in the case of delivery to Fitch, via email to ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇), a report identifying Collateral Obligations and a Microsoft Excel file (“Excel Default Model Input File”) that provides all of the inputs required to determine whether the S&P CDO Monitor Test has been satisfied and the Collateral Manager shall provide a Microsoft Excel file including, at a minimum, the following data with respect to each Collateral Obligation: LoanX identification number, CUSIP number (if any), name of Obligor, coupon, spread (if applicable), LIBOR floor (if any), legal final maturity date, average life, outstanding principal balance, Principal Balance, identification as a Cov-Lite Loan or otherwise, identification as a First-Lien Last-Out Loan or otherwise, settlement date, the purchase price with respect to any Collateral Obligation the purchase of which has not settled, S&P Industry Classification and S&P Recovery Rate, and requesting that S&P reaffirm its Initial Ratings of the Secured Notes; (ii) to the Trustee and each Rating Agency (in the case of delivery to S&P, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇, and in the case of delivery to Fitch, via email to ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) a report, prepared by the Collateral Administrator (the “Effective Date Report”), determined (A) setting forth the issuer, principal balance, coupon/spread, Stated Maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and (B) calculating as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of (1) each Overcollateralization Ratio Test, (2) the Collateral Quality Tests (excluding the S&P CDO Monitor Test), (3) the Concentration Limitations and (4) the Target Initial Par Condition; (iii) to the Trustee and the Collateral Manager, (A) an Accountants’ Report comparing, as of the Effective Date, containing the issuer, Principal Balance, coupon/spread, stated maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation by reference to such sources as shall be specified therein (Asuch report, the “Accountants’ Effective Date Comparison AUP Report”) the information required in a Monthly Report, and (B) a calculation an Accountants’ Report performing agreed upon procedures as of the Aggregate Principal Balance that indicates Effective Date including recalculating and comparing the following items in the Effective Date Report: (1) each Overcollateralization Ratio Test, the Collateral Quality Tests (excluding the S&P CDO Monitor Test) and the Concentration Limitations, and (2) whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition is satisfied (such report, the “Accountants’ Effective Date Recalculation AUP Report” and together with the Accountants’ Effective Date Comparison AUP Report, the “Accountants’ Effective Date AUP Reports”), with both Accountants’ Effective Date AUP Reports containing a statement specifying the procedures undertaken by them to review data and computations relating to such Accountants’ Effective Date AUP Reports; and (iv) to the Trustee and each Rating Agency (in the case of delivery to S&P, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇, and in the case of delivery to Fitch, via email to ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) an Officer’s certificate of the Issuer (the “Effective Date Certificate”) certifying as to the level of compliance with, or satisfaction or non-satisfaction of, (1) each Overcollateralization Ratio Test, (2) the Collateral Quality Tests (excluding the S&P CDO Monitor Test), (3) the Concentration Limitations, and (C4) a list of any Closing Date Participation Interests held by the Issuer Target Initial Par Condition, in each case, as of the Effective Date. (v) the Issuer or the Collateral Manager, as the case may be, provides the foregoing Accountants’ Effective Date AUP Reports to the Trustee with the results of the items set forth in subclause (iii)(B) above, and such results do not indicate any failure of any such tested item, (w) the Issuer delivers the Effective Date Certificate to the Trustee and causes the Collateral Administrator to make available to the Rating Agencies (i) a report identifying the Collateral Obligations and (ii) the Effective Date Report, (x) the Collateral Manager certifies to S&P (which may be in the form of an e-mail) that as of the Effective Date the S&P CDO Monitor Test is satisfied (testing as though an S&P CDO Formula Election Period were in effect and taking into account the S&P CDO Monitor Non-Model Adjustments), (y) the Collateral Manager provides to S&P an electronic copy of the Current Portfolio used to generate the passing test result and (z) the Collateral Manager certifies that the Closing Date Participation Condition is satisfied, a written confirmation from S&P of its Initial Ratings of the Secured Notes shall be deemed to have been provided (the “Effective Date Condition”). For the avoidance of doubt, the Effective Date Certificate and the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) Effective Date AUP Reports. In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, will be provided by the Independent accountants to the Issuer and Information Agent who will post such Form 15-E, except for the redaction of any sensitive information, E on the 17g-5 Websitewebsite. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ agreed upon procedures report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager or Collateral Administrator Issuer will not be provided to any other party including the Rating Agency Agencies or posted on the 17g-5 website (other than as provided in an any access letter between such Person and the accountants and such partyaccountants). (ed) If If, by the Determination Date relating to the first Payment Date (1) unless the Effective Date S&P Conditions have not been satisfied prior to the date that Condition is thirty (30) days after the Effective Date or (2satisfied) S&P has not provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating Ratings of the Secured Debt rated by S&P by the date thirty (30) Business Days following the Effective Date, Notes then the Issuer (or the Collateral Manager Manager, on behalf of the Issuer’s behalf) , shall request S&P to provide written confirmation of its Initial Rating of the Secured Debt rated by S&P (which may take the form of a press release or other written communication). In such case, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt on or prior to the Determination Date immediately preceding the first Payment Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Collateral Trustee in writing to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount (and may, prior to the first Payment Date, use with such funds on behalf of the Issuer for the shall purchase of additional Collateral Obligations until such time as Obligations) in an amount sufficient to obtain from S&P has provided written a confirmation of its Initial Rating Ratings of the Secured Debt Notes (provided that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt Notes or the Class B Notes); provided that that, in lieu of complying with this clause (e)the alternative, the Issuer (or the Collateral Manager on behalf of the Issuer’s behalf) Issuer may take such other action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special Redemption), sufficient to enable obtain from S&P a confirmation of its Initial Ratings of the Secured Notes. (e) The failure of the Issuer (to satisfy the requirements of this Section 7.18 will not constitute an Event of Default unless such failure constitutes an Event of Default under Section 5.1(d) hereof and the Issuer, or the Collateral Manager acting on behalf of the Issuer’s behalf) to obtain written confirmation of its Initial Rating of , has acted in bad faith. Of the Secured Debt from S&P. (f) U.S.$25,000,000 of the net proceeds of the issuance of the Notes and incurrence which are not applied to pay for the purchase of Collateral Obligations acquired by the Class A Loans Issuer on the Closing Date an amount equal to U.S.$11,359,703.08 will be deposited in the Ramp-Up Account on the Closing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (g) [Reserved].

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 20, 2019clause (i) of the Effective Date, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test and the Coverage Tests. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use funds to purchase additional Collateral Obligations as follows: (i) to pay for the principal portion of any Collateral Obligation from any amounts on deposit in the Ramp-Up Account or any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from any amounts on deposit in the Ramp-Up Account or any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager. (c) Within thirty (30) days after the Effective Date, (i) the Issuer shall provide to the Collateral Manager and the Collateral Trustee, an Accountants’ Report: (x) confirming the identity of the issuer (it being understood that the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers), principal balance, coupon/spread, stated maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein (such report, the “Accountants’ Effective Date Comparison AUP Report”) and (y) recalculating and comparing as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of the Effective Date Tested Items and specifying the procedures undertaken by them to review data and computations relating to such report (the “Accountants’ Effective Date Recalculation AUP Report”), and (ii) the Issuer shall cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ a report (the “Effective Date Report”), determined as of the Effective Date, containing (A) the information required in a Monthly Report, (B) a calculation of the Aggregate Principal Balance that indicates whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition and (C) a list of any Closing Date Participation Interests held by the Issuer as of the Effective Date. For the avoidance of doubt, the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, will be provided by the Independent accountants to the Issuer who will post such Form 15-E, except for the redaction of any sensitive information, on the 17g-5 Website. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager or Collateral Administrator will not be provided to any other party including the Rating Agency (other than as provided in an access letter between the accountants and such party). (e) If (1) the Effective Date S&P Conditions have not been satisfied prior to the date that is thirty (30) days after the Effective Date or (2) S&P has not provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating of the Secured Debt rated by S&P by the date thirty (30) Business Days following the Effective Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) shall request S&P to provide written confirmation of its Initial Rating of the Secured Debt rated by S&P (which may take the form of a press release or other written communication). In such case, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt on or prior to the Determination Date immediately preceding the first Payment Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Collateral Trustee to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount and may, prior to the first Payment Date, use such funds on behalf of the Issuer for the purchase of additional Collateral Obligations until such time as S&P has provided written confirmation of its Initial Rating of the Secured Debt (provided that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt or the Class B Notes); provided that in lieu of complying with this clause (e), the Issuer (or the Collateral Manager on the Issuer’s behalf) may take such action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special Redemption), sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to obtain written confirmation of its Initial Rating of the Secured Debt from S&P. (f) U.S.$25,000,000 of the net proceeds of the issuance of the Notes and incurrence of the Class A Loans will be deposited in the Ramp-Up Account on the Closing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (g) [Reserved].

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 20September 28, 20192020, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test and the Coverage Tests. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use funds to purchase additional Collateral Obligations as follows: (i) to pay for the principal portion of any Collateral Obligation from any amounts on deposit in the Ramp-Up Account or any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from any amounts on deposit in the Ramp-Up Account or any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager. (c) Within thirty (30) days after the Effective Date, (i) the Issuer shall provide to the Collateral Manager and the Collateral Trustee, an Accountants’ Report: (x) confirming the identity of the issuer (it being understood that the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers), principal balance, coupon/spread, stated maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein (such report, the “Accountants’ Effective Date Comparison AUP Report”) and (y) recalculating and comparing as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of the Effective Date Tested Items and specifying the procedures undertaken by them to review data and computations relating to such report (the “Accountants’ Effective Date Recalculation AUP Report”), and (ii) the Issuer shall cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, via email to ▇C▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ ▇) a report (the “Effective Date Report”), determined as of the Effective Date, containing (A) the information required in a Monthly Report, (B) a calculation of the Aggregate Principal Balance that indicates whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition and (C) a list of any Closing Date Participation Interests held by the Issuer as of the Effective Date. For the avoidance of doubt, the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, in connection thereto will be provided by the Independent accountants to the Issuer who will post such Form 15-E, except for the redaction of any sensitive information, on the 17g-5 Website. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager or Collateral Administrator will not be provided to any other party including the Rating Agency (other than as provided in an access letter between the accountants and such party). (e) If (1) the Effective Date S&P Conditions have not been satisfied prior to the date that is thirty (30) days after the Effective Date or (2) S&P has not provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating of the Secured Debt Notes rated by S&P by the date thirty (30) Business Days days following the Effective Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) shall request S&P to provide written confirmation of its Initial Rating of the Secured Debt Notes rated by S&P (which may take the form of a press release or other written communication). In such case, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt Notes on or prior to the Determination Date immediately preceding the first Payment Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Collateral Trustee to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount and may, prior to the first Payment Date, use such funds on behalf of the Issuer for the purchase of additional Collateral Obligations until such time as S&P has provided written confirmation of its Initial Rating of the Secured Debt Notes (provided that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt or the Class B Notes); provided that in lieu of complying with this clause (e), the Issuer (or the Collateral Manager on the Issuer’s behalf) may take such action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special RedemptionRedemption or to acquire additional Collateral Obligations), sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to obtain written confirmation of its Initial Rating of the Secured Debt Notes from S&P. (f) U.S.$25,000,000 U.S.$247,552,950 of the net proceeds of the issuance of the Notes and incurrence of the Class A Loans will be deposited in the Ramp-Up Account on the Closing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest Interest, if any, from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (g) [Reserved].

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 20September 22, 20192025, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test and the Coverage Tests. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use funds to purchase additional Collateral Obligations as followsin the following order: (i) to pay for the principal portion of any Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or Account, and second, any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or and second, any Principal Proceeds on deposit in the Collection Account at Account. In addition, the discretion of Issuer will use commercially reasonable efforts to acquire such Collateral Obligations that will satisfy, on the Effective Date, the Concentration Limitations, the Collateral ManagerQuality Test and each Overcollateralization Ratio Test. (c) Within thirty (30) days 30 Business Days after the Effective Date, the Issuer (or the Collateral Manager on its behalf) shall provide, or cause the Collateral Manager to provide, the following documents (i) to the Rating Agency, a report (that the Issuer shall provide cause the Collateral Administrator to prepare on its behalf in accordance with, and subject to the terms of, the Collateral Manager Administration Agreement) identifying the Collateral Obligation; (ii) to the Rating Agency, the Collateral Trustee and the Collateral TrusteeManager, an Accountants’ Report: (x) confirming the identity of the issuer a report (it being understood that the same issuer may be referred Issuer shall cause the Collateral Administrator to differently due prepare on its behalf in accordance with, and subject to the use of abbreviations or shorthand references by different record keepers)terms of, the Collateral Administration Agreement) stating the following information (the “Effective Date Report”): (A) the Obligor, principal balance, coupon/spread, stated maturity, S&P Rating Rating, S&P Industry Classification Group and country of Domicile with respect to each Collateral Obligation as of the Effective Date and the substantially similar information provided by the Issuer with respect to every other asset included in the AssetsAssets (to the extent such asset is a security or a loan), by reference to such sources as shall be specified therein and (B) as of the Effective Date, the level of compliance with, and satisfaction or non-satisfaction of, (1) the Target Initial Par Condition, (2) each Overcollateralization Ratio Test, (3) the Concentration Limitations and (4) the Collateral Quality Test (excluding the S&P CDO Monitor Test) (the “Effective Date Tested Items”) and (y) a certificate of the Issuer (such reportcertificate, the “Effective Date Issuer Certificate”), certifying that the Issuer has received (A) an Accountants’ Report (the “Accountants’ Effective Date Comparison AUP Report”) recalculating and confirming the following items from the Effective Date Report: the Obligor, principal balance, coupon/spread, stated maturity, S&P Rating, S&P Industry Classification Group and country of Domicile with respect to each Collateral Obligation as of the Effective Date and substantially similar information provided by the Issuer with respect to every other asset included in the Assets (to the extent such asset is a security or a loan), by reference to such sources as will be specified therein and (yB) an Accountants’ Report (the “Accountants’ Effective Date Recalculation AUP Report”) recalculating and comparing as of the Effective Date the level of compliance with, or and satisfaction or non-satisfaction of of, the Effective Date Tested Items Items; and specifying (iii) to the procedures undertaken by them to review data Collateral Trustee and computations relating to such report (the “Collateral Manager, the Accountants’ Effective Date Recalculation AUP Report”), and (ii) Reports. If the Issuer shall cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ a report (the “S&P Effective Date Report”)Condition is satisfied, determined as written confirmation from S&P of its Initial Rating of the Effective Date, containing (A) the information required in a Monthly Report, (B) a calculation of the Aggregate Principal Balance that indicates whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition and (C) a list of any Closing Date Participation Interests held by the Issuer as of the Effective Date. For the avoidance of doubt, the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report Secured Debt shall be provided deemed to or otherwise shared with the Rating Agencyhave been provided. (d) In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, will be provided by the Independent accountants to the Issuer who will post such Form 15-E, except for the redaction of any sensitive information, on the 17g-5 Website. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ report provided by the Independent accountants to the Issuer, Collateral Trustee, Collateral Manager or Collateral Administrator will not be provided to any other party including the Rating Agency (other than as provided in an access letter between the accountants and such party). Upon receipt of the Effective Date Report, the Collateral Manager shall compare the information contained in such Effective Date Report to the information contained in its records with respect to the Assets and shall, within three Business Days after receipt of such Effective Date Report, notify the Issuer, the Collateral Administrator, the Rating Agency and the Collateral Trustee if the information contained in the Effective Date Report does not conform to the information maintained by the Collateral Trustee with respect to the Assets. In the event that any discrepancy exists, the Collateral Trustee and the Issuer, or the Collateral Manager on behalf of the Issuer, shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Collateral Trustee shall within five Business Days notify the Collateral Manager who shall, on behalf of the Issuer, request that the Independent accountants selected by the Issuer pursuant to Section 10.10 perform agreed-upon procedures on the Effective Date Report, the Collateral Manager’s records and the Collateral Trustee’s and/or the Collateral Administrator’s records to assist the Collateral Manager and the Collateral Trustee in determining the cause of such discrepancy. If such procedures reveal an error in the Effective Date Report, the Collateral Manager’s records or the Collateral Trustee’s and/or the Collateral Administrator’s records, the Effective Date Report, the Collateral Manager’s records, the Collateral Trustee’s records and/or the Collateral Administrator’s records, as applicable, will be revised accordingly and notice of any error in the Effective Date Report shall be sent as soon as practicable by the Issuer to all recipients of such report. (e) If If, within 30 Business Days after the Effective Date, (1) the S&P Effective Date S&P Conditions have Condition has not been satisfied prior to the date that is thirty (30) days after the Effective Date or and (2) S&P has not provided written confirmation (which may take the form of a press release or other written communicationcommunication or may be deemed provided under Section 7.18 above) of its Initial Rating assigned by it on the Closing Date to each Class of the Secured Debt rated by it (the failure to satisfy clauses (1) and (2), an “S&P by the date thirty (30) Business Days following the Effective Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) shall request S&P to provide written confirmation of its Initial Rating of the Secured Debt rated by S&P (which may take the form of a press release or other written communicationConfirmation Failure”). In such case, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt on or prior to the Determination Date immediately preceding the first Payment Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Collateral Trustee to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount and maythe Issuer (or the Collateral Manager on its behalf) may direct the Collateral Trustee, prior to the first Payment Date, to use such funds on behalf of the Issuer for the purchase of additional Collateral Obligations until such time as S&P has provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating of the Secured Debt (provided that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt or the Class B Notes)Rating; provided that in lieu of complying with this clause (e)the foregoing, the Issuer (or the Collateral Manager on the Issuer’s behalf) may take such action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special Redemption), sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to obtain written confirmation (which may take the form of a press release or other written communication) from S&P of its Initial Rating Rating; provided further that amounts may not be transferred from the Interest Collection Subaccount to the Principal Collection Subaccount if, after giving effect to such transfer, the amounts available pursuant to the Priority of Payments on the next succeeding Payment Date would be insufficient to pay in the full amount of the accrued and unpaid interest on any Class of Secured Debt from S&P.on such next succeeding Payment Date. (f) U.S.$25,000,000 of The Issuer hereby directs the net proceeds of Collateral Trustee to deposit the issuance of amount specified in the Notes and incurrence of the Class A Loans will be deposited in Closing Date Certificate to the Ramp-Up Account on the Closing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Account shall be used to purchase additional Collateral Obligations and Principal Financed Accrued Interest from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (g) [Reserved]Within 30 Business Days after the Effective Date, the Issuer (or the Collateral Manager on its behalf) shall provide, or cause the Collateral Administrator to provide, to S&P, a Microsoft Excel file (“Excel Default Model Input File”) that provides all of the inputs required to determine whether the S&P CDO Monitor Test has been satisfied and the Collateral Administrator shall provide a Microsoft Excel file including, at a minimum, the following data with respect to each Collateral Obligation: CUSIP number (if any), LoanX ID (if any), name of Obligor, coupon, spread (if applicable), Reference Rate floor (if any), legal final maturity date, average life, Principal Balance, identification as a Cov-Lite Loan or otherwise, trade date and settlement date, S&P Industry Classification Group, S&P Rating, S&P Recovery Rate and the purchase price of assets purchased by the Issuer that have not settled as of such date. (h) If, following the Effective Date, either (i) S&P provides written confirmation of its Initial Rating or (ii) during an S&P CDO Monitor Formula Election Period (if the Issuer has satisfied the S&P Effective Date Condition), the S&P CDO Monitor Test is satisfied, then the Issuer shall be under no obligation to transfer (or cause the transfer of) Interest Proceeds to the Collection Account as Principal Proceeds or to effect a Special Redemption (subject to satisfaction of the S&P Effective Date Condition). (i) On or prior to the Effective Date, the Collateral Manager shall elect the Weighted Average S&P Recovery Rate that will apply during an S&P CDO Monitor Model Election Period for purposes of determining compliance with the Minimum Weighted Average S&P Recovery Rate Test, by written notice to the Collateral Trustee, the Collateral Administrator and S&P. Thereafter, at any time during any S&P CDO Monitor Model Election Period, by written notice to the Collateral Trustee, the Collateral Administrator and S&P, the Collateral Manager may elect a different Weighted Average S&P Recovery Rate to apply to the Collateral Obligations; provided, that, if: (i) the Collateral Obligations are currently in compliance with the Weighted Average S&P Recovery Rate case then applicable to the Collateral Obligations, but the Collateral Obligations would not be in compliance with the Weighted Average S&P Recovery Rate case to which the Collateral Manager desires to change, then such changed case will not apply or (ii) the Collateral Obligations are not currently in compliance with the Weighted Average S&P Recovery Rate case then applicable to the Collateral Obligations and would not be in compliance with any other Weighted Average S&P Recovery Rate case, the Weighted Average S&P Recovery Rate to apply to the Collateral Obligations shall be the lowest Weighted Average S&P Recovery Rate in Section 2 of Schedule 6. If the Collateral Manager does not so notify the Collateral Trustee and the Collateral Administrator that it will alter the Weighted Average S&P Recovery Rate in the manner set forth above, the Weighted Average S&P Recovery Rate chosen on or prior to the Effective Date will continue to apply. (j) Compliance with the S&P CDO Monitor Test will be measured only during the Reinvestment Period and shall be measured by the Collateral Manager on each Measurement Date; provided that on each Measurement Date after the Effective Date and after receipt by the Issuer of the S&P CDO Monitor Input File, the Collateral Manager shall provide to the Collateral Trustee and the Collateral Administrator a report on the portfolio of Collateral Obligations containing such information as is reasonably necessary to permit the Collateral Administrator to calculate the Class Default Differential with respect to the Highest Ranking Class on such Measurement Date. In the event that the Collateral Manager’s measurement of compliance and the Collateral Administrator’s measurement of compliance show different results, the Collateral Manager and the Collateral Administrator shall cooperate promptly in order to reconcile such discrepancy. (k) The failure of the Issuer to satisfy the requirements of this Section 7.18 will not constitute an Event of Default unless such failure constitutes an Event of Default under Section 5.1(d) hereof and the Issuer, or the Collateral Manager acting on behalf of the Issuer, has acted in bad faith.

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 20, 2019the Effective Date, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test and the Coverage Tests.. ‑161‑ (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use funds to purchase additional Collateral Obligations as followsin the following order: (i) to pay for the principal portion of any Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or Ramp‑Up Account, and second, any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Ramp‑Up Account or and second, any Principal Proceeds on deposit in the Collection Account at Account. In addition, the discretion of Issuer will use commercially reasonable efforts to acquire such Collateral Obligations that will satisfy, on the Effective Date, the Concentration Limitations, the Collateral ManagerQuality Test and each Overcollateralization Ratio Test. (c) Within thirty (30) days 30 Business Days after the Effective Date, the Issuer shall provide, or cause the Collateral Manager to provide, to S&P a Microsoft Excel file ("Excel Default Model Input File") that provides all of the inputs required to determine whether the S&P CDO Monitor Test has been satisfied and the Collateral Manager shall provide a Microsoft Excel file including, at a minimum, the following data with respect to each Collateral Obligation: CUSIP number (if any), name of Obligor, spread/coupon, Benchmark floor (if applicable), LoanX identification number (if applicable), purchase price for any unsettled assets, legal final maturity date, average life, Principal Balance, identification as a Cov‑Lite Loan or otherwise, settlement date, S&P Industry Classification, S&P Recovery Rate and identification of any First‑Lien Last‑Out Loans. (d) Unless clause (e) below is applicable, within 30 Business Days after the Effective Date (but in no event later than the Determination Date immediately prior to the first Payment Date), the Issuer shall provide, or cause the Collateral Manager (or, in the case of clause (ii), the Collateral Administrator) to provide, the following documents: (i) to each Rating Agency, the Issuer shall provide Collateral Trustee and the Loan Agent, a report identifying the Collateral Obligations; (ii) to each Rating Agency, the Effective Date Report and (iii) to the Collateral Manager Trustee and the Collateral TrusteeLoan Agent, an accountants' certificate (the "Accountants’ Report: ' Certificate") (xA) confirming recalculating and comparing the identity of the issuer (it being understood that the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers)Obligor, principal balancePrincipal Balance, spread/coupon/spread, stated maturity, S&P Rating and country of Domicile and S&P Rating with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein therein, (such report, the “Accountants’ Effective Date Comparison AUP Report”B) and (y) recalculating and comparing calculating as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction non‑satisfaction of (1) the Effective Date Tested Items Target Initial Par Condition, (2) each Overcollateralization Ratio Test, (3) the Concentration Limitations and (4) the Collateral Quality Test (excluding the S&P CDO Monitor Test and the Maximum S&P Equivalent Rating Factor Test); and (C) specifying the procedures undertaken by them to review data and computations relating to such report (the “Accountants’ Effective Date Recalculation AUP Report”), and (ii) the Issuer shall cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ a report (the “Effective Date Report”), determined as of the Effective Date, containing (A) the information required in a Monthly Report, (B) a calculation of the Aggregate Principal Balance that indicates whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition and (C) a list of any Closing Date Participation Interests held by the Issuer as of the Effective Date. For the avoidance of doubt, the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, will be provided by the Independent accountants to the Issuer who will post such Form 15-E, except for the redaction of any sensitive information, on the 17g-5 Website. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager or Collateral Administrator will not be provided to any other party including the Rating Agency (other than as provided in an access letter between the accountants and such party)' Certificate. (e) If (1) the Effective Date S&P Conditions have Deemed Rating Confirmation has not been occurred and the S&P Rating Condition is not satisfied prior to the date that is thirty (30) days 30 Business Days after the Effective Date or (2) S&P has not provided written confirmation (which may take but in no event later than the form of a press release or other written communication) of its Initial Rating of Determination Date immediately preceding the Secured Debt rated by S&P by the date thirty (30) Business Days following the Effective first Payment Date), then (A) the Issuer (or the Collateral Manager on the Issuer’s 's behalf) shall either (i) cause the S&P Deemed Rating Confirmation to occur or (ii) request S&P to provide written confirmation of confirm, on or before the first Determination Date, that it will not reduce or withdraw its Initial Rating of the Secured Debt rated and (B) if, by S&P (which may take the form of a press release or other written communication). In such case, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt on or prior to the Determination Date immediately preceding the first Payment Determination Date, then the Issuer (or the Collateral Manager on the Issuer’s 's behalf) will has not caused the S&P Deemed Rating Confirmation to occur or obtained the confirmation from S&P, each as described in the preceding clause (A) of this paragraph, the Issuer (or the Collateral Manager on the Issuer's behalf) shall instruct the Collateral Trustee to transfer amounts from the ‑162‑ Interest Collection Subaccount to the Principal Collection Subaccount and may, prior to the first Payment Date, use such funds on behalf of the Issuer for the purchase of additional Collateral Obligations until such time as in an amount sufficient to enable the Issuer (or the Collateral Manager on the Issuer's behalf) to (i) cause the S&P has provided Deemed Rating Confirmation to occur or (ii) obtain from S&P written confirmation of its Initial Rating Ratings of the Secured Debt (provided that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt or the Class B Notes)Debt; provided that that, in lieu of complying with this clause the preceding clauses (eA) and (B), the Issuer (or the Collateral Manager on the Issuer’s 's behalf) may take such action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special Redemption), sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s 's behalf) to (1) cause the S&P Deemed Rating Confirmation to occur or (2) obtain from S&P written confirmation of its Initial Ratings of the Secured Debt. (f) An S&P Deemed Rating Confirmation ("S&P Deemed Rating Confirmation") shall occur, and a written confirmation from S&P of its initial ratings of the Secured Debt will be deemed to have been provided, if (x) the Issuer causes the Collateral Manager to provide to S&P the Effective Date Report and the Effective Date Report confirms satisfaction of the S&P CDO Monitor Test as of the Effective Date, (y) the Collateral Manager certifies to S&P (which confirmation may be in the form of an email) that as of the Effective Date the S&P CDO Monitor Test is satisfied (testing as though the S&P CDO Monitor Switchover Date has occurred and taking into account the S&P CDO Monitor Non‑Model Adjustments described below) and (z) the Collateral Manager provides to S&P a report identifying the Collateral Obligations used to generate the passing test result; provided that, for purposes of determining compliance with the S&P CDO Monitor Test in connection with such Effective Date Report, (i) the Aggregate Funded Spread will be calculated without giving effect to the proviso to clause (a) of the definition of "Aggregate Funded Spread" and by assuming that any Collateral Obligation subject to a Benchmark floor bears interest at a rate equal to the stated interest rate spread over the Benchmark‑based index for such Collateral Obligation and (ii) for the purposes of calculating the S&P CDO Monitor Adjusted BDR, the Collateral Principal Amount will exclude any amounts that may be transferred from S&P.the Principal Collection Subaccount or the Ramp-Up Account into the Interest Collection Subaccount as Interest Proceeds subject to the Effective Date Interest Deposit Condition (the "S&P CDO Monitor Non‑Model Adjustments"). Notwithstanding anything in this Indenture to the contrary, if the Issuer (or the Collateral Manager on the Issuer's behalf) elects to direct a Special Redemption of the Secured Debt pursuant to clause (e) above, the Issuer may use amounts on deposit in the Principal Collection Subaccount to make such Special Redemption on any Business Day (other than a Payment Date) to the extent necessary to obtain from S&P its written confirmation of its Initial Ratings of the Secured Debt. Payments made in respect of the Secured Debt in connection with such Special Redemption shall be paid in accordance with the Debt Payment Sequence. For the avoidance of doubt, such payments will be made without regard to the Priority of Payments. Amounts may not be transferred from the Interest Collection Subaccount to the Principal Collection Subaccount pursuant to clause (e) above if, after giving effect to such transfer the amounts available pursuant to the Priority of Payments on the next succeeding Payment Date would be insufficient to pay the full amount of the accrued and unpaid interest on any Class of Secured Debt on such next succeeding Payment Date. ‑163‑ (fg) U.S.$25,000,000 of the net proceeds of the issuance of the Notes and incurrence of the Class A Loans The amount specified in Section 3.1(k)(i) will be deposited in the Ramp-Up Ramp‑Up Account on the Closing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply the remaining amounts held in the Ramp-Up Ramp‑Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Ramp‑Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (gh) [Reserved].

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 20, 2019the Effective Date, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test and the Coverage Tests. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use funds to purchase additional Collateral Obligations as followsin the following order: (i) to pay for the principal portion of any Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or Account, and second, any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or and second, any Principal Proceeds on deposit in the Collection Account at Account. In addition, the discretion of Issuer will use commercially reasonable efforts to acquire such Collateral Obligations that will satisfy, on the Effective Date, the Concentration Limitations, the Collateral ManagerQuality Test and each Overcollateralization Ratio Test. (c) Within thirty [Intentionally omitted]. (30d) days Unless clause (e) below is applicable, within 30 Business Days after the Effective Date (but in no event later than the Determination Date immediately preceding the first Payment Date), the Issuer will provide, or cause the Collateral Manager to provide, the following documents: (i) to each of the Issuer shall provide Rating Agencies and the Trustee, a report identifying the Collateral Obligations, (ii) to each of the Rating Agencies, the Effective Date Report and (iii) to the Collateral Manager and the Collateral Trustee, an accountants’ certificate (the “Accountants’ Report: Certificate”) (xA) confirming recalculating and comparing the identity of the issuer (it being understood that the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers)obligor, outstanding principal balance, coupon/spread, stated maturity, S&P Rating and country of Domicile Domicile, ▇▇▇▇▇’▇ Rating, Moody’s Default Probability Rating, and Fitch Rating with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein therein, (such report, the “Accountants’ Effective Date Comparison AUP Report”B) and (y) recalculating and comparing calculating as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of (1) the Effective Date Tested Items Target Initial Par Condition, (2) each Overcollateralization Ratio Test, (3) the Concentration Limitations and (4) the Collateral Quality Test; and (C) specifying the procedures undertaken by them to review data and computations relating to such report (the “Accountants’ Certificate. (e) If, prior to the date 30 Business Days after the Effective Date Recalculation AUP Report”(but in no event later than the Determination Date immediately preceding the first Payment Date), (x) the Trustee has not been provided with an Accountants’ Certificate indicating the level of compliance with, or satisfaction or non-satisfaction of Effective Date Specified Tested Items and each of the Rating Agencies has not been provided with (i) a report identifying the Collateral Obligations and (ii) an Effective Date Report or (y) the Issuer shall cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇’▇ Rating Condition is not satisfied (such occurrence constituting a report (the “Effective Date ReportMoody’s Ramp-Up Failure”), determined as of the Effective Date, containing ) then (A) the information required in a Monthly Report, (B) a calculation of the Aggregate Principal Balance that indicates whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition and (C) a list of any Closing Date Participation Interests held by the Issuer as of the Effective Date. For the avoidance of doubt, the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, will be provided by the Independent accountants to the Issuer who will post such Form 15-E, except for the redaction of any sensitive information, on the 17g-5 Website. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager or Collateral Administrator will not be provided to any other party including the Rating Agency (other than as provided in an access letter between the accountants and such party). (e) If (1) the Effective Date S&P Conditions have not been satisfied prior to the date that is thirty (30) days after the Effective Date or (2) S&P has not provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating of the Secured Debt rated by S&P by the date thirty (30) Business Days following the Effective Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) shall either (i) notify Moody’s that the Trustee has been provided with such Accountants’ Certificate and each of the Rating Agencies has been provided with a report identifying the Collateral Obligations and an Effective Date Report on or before the first Determination Date or (ii) request S&P Moody’s to provide written confirmation of confirm on or before the first Determination Date that Moody’s will not reduce or withdraw its Initial Rating Ratings of the Secured Debt rated Notes and (B) if, by S&P the first Determination Date, the Issuer (which may take or the form of a press release or other written communication). In Collateral Manager on the Issuer’s behalf) has not confirmed to Moody’s that the Trustee has been provided with such case, if S&P does not provide written confirmation of its Initial Rating Accountants’ Certificate and each of the Secured Debt on Rating Agencies has been provided with a report identifying the Collateral Obligations and an Effective Date Report or prior to obtained the Determination Date immediately confirmation from Moody’s, each as described in the preceding the first Payment Dateclause (A) of this paragraph, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Collateral Trustee to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount and may, prior to the first Payment Date, use such funds on behalf of the Issuer for the purchase of additional Collateral Obligations until in an amount sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to (i) confirm to Moody’s that the Trustee has been provided with such time as S&P Accountants’ Certificate and each of the Rating Agencies has been provided with a report identifying the Collateral Obligations and an Effective Date Report or (ii) obtain from Moody’s written confirmation of its Initial Rating Ratings of the Secured Debt (provided that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt or the Class B Notes); provided that that, in lieu of complying with this clause the preceding clauses (eA) and (B), the Issuer (or the Collateral Manager on the Issuer’s behalf) may take such action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special Redemption), sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to (1) confirm to Moody’s that the Trustee has been provided with such Accountants’ Certificate and each of the Rating Agencies has been provided with a report identifying the Collateral Obligations and an Effective Date Report or (2) obtain from Moody’s written confirmation of its Initial Rating Ratings of the Secured Debt Notes (provided such confirmation is not required if the Effective Date Condition has been satisfied). The Collateral Manager shall provide Fitch written notice if a Moody’s Ramp-Up Failure has occurred. Notwithstanding anything in this Indenture to the contrary, if the Issuer (or the Collateral Manager on the Issuer’s behalf) elects to direct a Special Redemption of the Notes pursuant to this clause (e), the Issuer may use amounts on deposit in the Principal Collection Subaccount to make such Special Redemption on any Business Day (other than a Payment Date) to the extent necessary to obtain from S&P.Moody’s its written confirmation of its Initial Ratings of the Notes (provided such confirmation is not required if the Effective Date Condition has been satisfied). Payments made in respect of the Notes in connection with such Special Redemption shall be paid in accordance with the Note Payment Sequence. For the avoidance of doubt, such payments will be made without regard to the Priority of Payments. Amounts may not be transferred from the Interest Collection Subaccount to the Principal Collection Subaccount in connection with such a Special Redemption on a Business Day other than a Payment Date if, after giving effect to such transfer the amounts available pursuant to the Priority of Payments on the next succeeding Payment Date would be insufficient to pay the full amount of the accrued and unpaid interest on any Class of Notes on such next succeeding Payment Date. (f) U.S.$25,000,000 U.S.$162,559,208.96 of the net proceeds of the issuance of the Notes and incurrence of the Class A Loans will be deposited in the Ramp-Up Account on the Closing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (g) [Reserved].

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 20, 2019the Effective Date, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test Tests and the Coverage Tests. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use the following funds to purchase additional Collateral Obligations as followsin the following order: (i) to pay for the principal portion of any Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or Account, and second, any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or and second, any Principal Proceeds on deposit in the Collection Account at Account. In addition, the discretion of Issuer will use commercially reasonable efforts to acquire such Collateral Obligations that will satisfy, on the Effective Date, the Concentration Limitations, the Collateral ManagerQuality Tests and each Overcollateralization Ratio Test. (c) Within thirty (30) 30 calendar days after the Effective Date (but in any event, prior to the Determination Date relating to the first Payment Date), the Issuer shall provide, or (at the Issuer’s expense) cause the Collateral Manager to provide, the following documents: (i) the Issuer shall provide to the Collateral Manager and the Collateral Trustee, an Accountants’ Report: (x) confirming the identity of the issuer (it being understood that the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers), principal balance, coupon/spread, stated maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein (such report, the “Accountants’ Effective Date Comparison AUP Report”) and (y) recalculating and comparing as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of the Effective Date Tested Items and specifying the procedures undertaken by them to review data and computations relating to such report (the “Accountants’ Effective Date Recalculation AUP Report”), and (ii) the Issuer shall cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, via email to ▇C▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ ▇, and in the case of delivery to Moody’s, via email to c▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇), a report identifying Collateral Obligations and a Microsoft Excel file (“Excel Default Model Input File”) that provides all of the inputs required to determine whether the S&P CDO Monitor Test has been satisfied and the Collateral Manager shall provide a Microsoft Excel file including, at a minimum, the following data with respect to each Collateral Obligation: LoanX identification number, CUSIP number (if any), name of Obligor, coupon, spread (if applicable), LIBOR floor (if any), legal final maturity date, average life, outstanding principal balance, Principal Balance, identification as a Cov-Lite Loan or otherwise, identification as a First-Lien Last-Out Loan or otherwise, settlement date, the purchase price with respect to any Collateral Obligation the purchase of which has not settled, S&P Industry Classification and S&P Recovery Rate, and requesting that S&P reaffirm its Initial Ratings of the Notes; (ii) to the Trustee and each Rating Agency (in the case of delivery to S&P, via email to C▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇, and in the case of delivery to Moody’s, via email to c▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇), a report, prepared by the Collateral Administrator (the “Effective Date Report”), determined (A) setting forth the issuer, principal balance, coupon/spread, Stated Maturity, S&P Rating, Moody’s Default Probability Rating, M▇▇▇▇’▇ Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and (B) calculating as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of (1) each Overcollateralization Ratio Test, (2) the Collateral Quality Tests (excluding the S&P CDO Monitor Test), (3) the Concentration Limitations and (4) the Target Initial Par Condition, in each case, as of the Effective Date; (iii) to the Trustee and the Collateral Manager, an Accountants’ Report (A) comparing, as of the Effective Date, containing the issuer, Principal Balance, coupon/spread, stated maturity, Moody’s Default Probability Rating, M▇▇▇▇’▇ Rating, S&P Rating and country of Domicile with respect to each Collateral Obligation by reference to such sources as shall be specified therein (Asuch report, the “Accountants’ Effective Date Comparison AUP Report”) the information required in a Monthly Report, and (B) a calculation performing agreed upon procedures as of the Aggregate Principal Balance that indicates Effective Date including recalculating and comparing the following items in the Effective Date Report: (1) each Overcollateralization Ratio Test, the Collateral Quality Tests (excluding the S&P CDO Monitor Test) and the Concentration Limitations, and (2) whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition is satisfied (such report, the “Accountants’ Effective Date Recalculation AUP Report” and, together with the Accountants’ Effective Date Comparison AUP Report, the “Accountants’ Effective Date AUP Reports”), with both Accountants’ Effective Date AUP Reports containing a statement specifying the procedures undertaken by them to review data and computations relating to such Accountants’ Effective Date AUP Reports; and (iv) to the Trustee and each Rating Agency (in the case of delivery to S&P, via email to C▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇, and in the case of delivery to Moody’s, via email to c▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇) an Officer’s certificate of the Issuer (the “Effective Date Certificate”) certifying as to the level of compliance with, or satisfaction or non-satisfaction of, (1) each Overcollateralization Ratio Test, (2) the Collateral Quality Tests (excluding the S&P CDO Monitor Test), (3) the Concentration Limitations, and (C4) a list of any Closing Date Participation Interests held by the Issuer Target Initial Par Condition, in each case, as of the Effective Date. If (x) the Issuer or the Collateral Manager, as the case may be, provides the foregoing Accountants’ Effective Date AUP Reports to the Trustee with the results of (1) the items set forth in subclause (iii)(B)(1) above and (2) the Target Initial Par Condition, and such results do not indicate any failure of any such tested item, and (y) the Issuer delivers the Effective Date Certificate to Moody’s and causes the Collateral Administrator to make available to Moody’s the Effective Date Report, and such Effective Date Certificate and Effective Date Report indicates satisfaction of (1) the items set forth in the subclause (iii)(B)(1) above and (2) the Target Initial Par Condition, a written confirmation from Moody’s of its Initial Rating of the Notes shall be deemed to have been provided (a “Moody’s Effective Date Deemed Rating Confirmation”). For the avoidance of doubt, the Effective Date Certificate and the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) Effective Date AUP Reports. In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, will be provided by the Independent accountants to the Issuer who will post such Form 15-E, except for the redaction of any sensitive information, E on the 17g-5 Website. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager or Collateral Administrator will not be provided to any other party including the Rating Agency (other than as provided in an access letter between the accountants and such party)website. (ed) If If, by the Determination Date relating to the first Payment Date, either (1x)(1) the there has occurred no Moody’s Effective Date S&P Conditions have not been satisfied prior to the date that is thirty (30) days after the Effective Date Deemed Rating Confirmation or (2) the M▇▇▇▇’▇ Rating Condition is not satisfied (such occurrence a “Moody’s Ramp-Up Failure”) or (y) S&P has not provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating of the Secured Debt rated by S&P by the date thirty (30) Business Days following the Effective Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) shall request S&P to provide written confirmation of its Initial Rating of the Secured Debt rated by Class A Notes (an “S&P (which may take Rating Confirmation Failure”) then the form of a press release or other written communication). In such caseCollateral Manager, if S&P does not provide written confirmation of its Initial Rating on behalf of the Secured Debt on or prior to the Determination Date immediately preceding the first Payment DateIssuer, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will shall instruct the Collateral Trustee in writing to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount (and may, prior to the first Payment Date, use with such funds on behalf of the Issuer for the shall purchase of additional Collateral Obligations until such time as Obligations) in an amount sufficient to (i) satisfy the M▇▇▇▇’▇ Rating Condition and (ii) obtain from S&P has provided written a confirmation of its Initial Rating of the Secured Debt Class A Notes (provided that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt Notes or the Class B Notes); provided that that, in lieu of complying with this clause (e)the alternative, the Issuer (or the Collateral Manager on behalf of the Issuer’s behalf) Issuer may take such other action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special Redemption), sufficient to enable (i) satisfy the Issuer M▇▇▇▇’▇ Rating Condition and (or the Collateral Manager on the Issuer’s behalfii) to obtain written from S&P a confirmation of its Initial Rating of the Secured Debt from S&P.Class A Notes. (fe) U.S.$25,000,000 The failure of the net Issuer to satisfy the requirements of this Section 7.18 will not constitute an Event of Default unless such failure constitutes an Event of Default under Section 5.1(d) hereof and the Issuer, or the Collateral Manager acting on behalf of the Issuer, has acted in bad faith. Of the proceeds of the issuance of the Notes and incurrence which are not applied to pay for the purchase of Collateral Obligations acquired by the Class A Loans Issuer on the Closing Date approximately U.S.$108,200,000 will be deposited in the Ramp-Up Account on the Closing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (g) [Reserved].

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 20, 2019the Effective Date, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test and the Coverage Tests. In addition, the Issuer (or the Collateral Manager on its behalf) shall prepare a written report, determined as of the second Business Day of December 2012 (the “Interim Report Date”), setting forth the Aggregate Principal Balance of the Collateral Obligations, the Diversity Score, the Weighted Average ▇▇▇▇▇'▇ Rating Factor, the Weighted Average Floating Spread and the Weighted Average Moody's Recovery Rate. Such written report shall be delivered to the Trustee, Moody's and S&P within five Business Days of the Interim Report Date. The Issuer will use commercially reasonable efforts to meet the following measures (collectively, the “Interim Targets”) as of the Interim Report Date: the Aggregate Principal Balance of the Collateral Obligations greater than or equal to $100,000,000, the Diversity Score greater than or equal to 12, the Weighted Average ▇▇▇▇▇'▇ Rating Factor less than or equal to 3,500, the Weighted Average Floating Spread greater than or equal to 5.25% and the Weighted Average Moody's Recovery Rate greater than or equal to 40.5%. For the avoidance of doubt, the Issuer shall have no obligation to satisfy the Interim Targets following the Effective Date. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use the following funds to purchase additional Collateral Obligations as followsin the following order: (i) to pay for the principal portion of any Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or Account, and second, any Principal Proceeds on deposit in the Collection Account at (including proceeds deposited as a result of a failure to meet the discretion of the Collateral Manager Interest Diversion Test) and (ii) to pay for accrued interest on any such Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or and second, any Principal Proceeds on deposit in the Collection Account at (including proceeds deposited as a result of a failure to meet the discretion of Interest Diversion Test). In addition, the Issuer will use commercially reasonable efforts to acquire such Collateral Obligations that will satisfy, on the Effective Date, the Concentration Limitations, the Collateral ManagerQuality Test and the Overcollateralization Ratio Test. (c) Within thirty (30) days 10 Business Days after the Effective Date, the Issuer shall provide, or cause the Collateral Manager to provide, to S&P a Microsoft Excel file (“Excel Default Model Input File”) that provides all of the inputs required to determine whether the S&P CDO Monitor Test has been satisfied and the Collateral Manager shall provide a Microsoft Excel file including, at a minimum, the following data with respect to each Collateral Obligation: CUSIP number (if any), the LoanX ▇▇▇▇-It Partners identifier (if any), name of Obligor, coupon, spread (if applicable), legal final maturity date, average life, outstanding principal balance, Principal Balance, LIBOR floor (if applicable), identification as a Cov-Lite Loan or otherwise, settlement date, S&P Industry Classification and S&P Recovery Rate. (d) Unless clause (e) below is applicable, on or before the Effective Date Reporting Due Date, the Issuer shall provide, or cause the Collateral Manager to provide, the following documents: (i) to each Rating Agency, a report identifying the Collateral Obligations and requesting that S&P reaffirm its Initial Ratings of the Secured Notes; (ii) to the Trustee and each Rating Agency, (x) a report (which the Issuer shall provide cause the Collateral Administrator to prepare on its behalf in accordance with, and subject to the Collateral Manager and terms of, the Collateral TrusteeAdministration Agreement) stating the following information (the “Effective Date Report”): (1) the Obligor, an Accountants’ Report: (x) confirming the identity of the issuer (it being understood that the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers), principal balancePrincipal Balance, coupon/spread, stated maturity, country of Domicile, Moody’s Default Probability Rating, Moody’s Industry Classification and S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and the substantially similar information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein (such reporttherein, the “Accountants’ Effective Date Comparison AUP Report”) and (y2) recalculating and comparing calculating as of the Effective Date Date, the level of compliance with, or and satisfaction or non-satisfaction of, (A) the Target Initial Par Condition, (B) each Overcollateralization Ratio Test, (C) the Concentration Limitations and (D) the Collateral Quality Test (excluding the S&P CDO Monitor Test) (the tests reflected in the foregoing clauses (A) through (D) above, the “Effective Date Tests”); and (y) a certificate of the Issuer (such certificate, the “Effective Date Issuer Certificate”) notifying that the Issuer has received an Accountants' Report that recalculates and compares the information set forth in the Effective Date Report (such Accountants' Report, the “Effective Date Accountants' Report”); and (iii) to the Trustee, the Effective Date Accountants' Report. Upon receipt of the Effective Date Tested Items Report, the Trustee and specifying the procedures undertaken by them to review data and computations relating to Collateral Manager shall each compare the information contained in such report (the “Accountants’ Effective Date Recalculation AUP Report to the information contained in their respective records with respect to the Assets and shall, within three Business Days after receipt of such Effective Date Report”), notify such other party and (ii) the Issuer shall cause Issuer, the Collateral Administrator to compile and deliver to the each Rating Agency (in the case of delivery to S&P, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ a report (the “Effective Date Report”), determined as of the Effective Date, containing (A) if the information required contained in a Monthly Report, (B) a calculation of the Aggregate Principal Balance that indicates whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition and (C) a list of any Closing Date Participation Interests held by the Issuer as of the Effective Date. For the avoidance of doubt, the Effective Date Report shall does not include or refer conform to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, will be provided information maintained by the Independent accountants to the Issuer who will post such Form 15-E, except for the redaction of any sensitive information, on the 17g-5 Website. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager or Collateral Administrator will not be provided to any other party including the Rating Agency (other than as provided in an access letter between the accountants and such party). (e) If (1) the Effective Date S&P Conditions have not been satisfied prior to the date that is thirty (30) days after the Effective Date or (2) S&P has not provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating of the Secured Debt rated by S&P by the date thirty (30) Business Days following the Effective Date, then the Issuer (Trustee or the Collateral Manager on Manager, as the Issuer’s behalf) shall request S&P to provide written confirmation of its Initial Rating of the Secured Debt rated by S&P (which case may take the form of a press release or other written communication). In such casebe, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt on or prior to the Determination Date immediately preceding the first Payment Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Collateral Trustee to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount and may, prior to the first Payment Date, use such funds on behalf of the Issuer for the purchase of additional Collateral Obligations until such time as S&P has provided written confirmation of its Initial Rating of the Secured Debt (provided that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt or Assets. In the Class B Notes); provided event that in lieu of complying with this clause (e)any discrepancy exists, the Issuer (or the Collateral Manager on Trustee and the Issuer’s behalf) may take such action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special Redemption), sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to obtain written confirmation of its Initial Rating of the Secured Debt from S&P. (f) U.S.$25,000,000 of the net proceeds of the issuance of the Notes and incurrence of the Class A Loans will be deposited in the Ramp-Up Account on the Closing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), shall attempt to resolve the discrepancy. If such discrepancy cannot be resolved within five Business Days after the delivery of such a notice of discrepancy, the Collateral Trustee Manager shall apply amounts held in request that the RampIndependent accountants selected by the Issuer pursuant to Section 10.8 perform agreed-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest from the Closing Date to and including upon procedures on the Effective Date as described in clause (b) aboveReport and the Collateral Manager's and Trustee's records to determine the cause of such discrepancy. If on such procedures reveal an error in the Effective DateDate Report or the Collateral Manager's or Trustee's records, the Effective Date Report or the Collateral Manager's or Trustee's records shall be revised accordingly and notice of any amounts on deposit error in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts Effective Date Report shall be applied sent as described in Section 10.3(c)soon as practicable by the Issuer to all recipients of such report. (g) [Reserved].

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 20January 15, 20192026, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test and the Coverage Tests. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use funds to purchase additional Collateral Obligations as followsin the following order: (i) to pay for the principal portion of any Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or Account, and second, any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or and second, any Principal Proceeds on deposit in the Collection Account at Account. In addition, the discretion of Issuer will use commercially reasonable efforts to acquire such Collateral Obligations that will satisfy, on the Effective Date, the Concentration Limitations, the Collateral ManagerQuality Test and each Overcollateralization Ratio Test. (c) Within thirty (30) days 30 Business Days after the Effective Date, the Issuer (or the Collateral Manager on its behalf) shall provide, or cause the Collateral Manager to provide, the following documents (i) to S&P, a report (that the Issuer shall provide cause the Collateral Administrator to prepare on its behalf in accordance with, and subject to the terms of, the Collateral Manager Administration Agreement) identifying the Collateral Obligation; (ii) to S&P, the Trustee and the Collateral TrusteeManager, an Accountants’ Report: (x) confirming the identity of the issuer a report (it being understood that the same issuer may be referred Issuer shall cause the Collateral Administrator to differently due prepare on its behalf in accordance with, and subject to the use of abbreviations or shorthand references by different record keepers)terms of, the Collateral Administration Agreement) stating the following information (the “Effective Date Report”): (A) the Obligor, principal balance, coupon/spread, stated maturity, S&P Rating Rating, S&P Industry Classification Group and country of Domicile with respect to each Collateral Obligation as of the Effective Date and the substantially similar information provided by the Issuer with respect to every other asset included in the AssetsAssets (to the extent such asset is a security or a loan), by reference to such sources as shall be specified therein and (B) as of the Effective Date, the level of compliance with, and satisfaction or non-satisfaction of, (1) the Target Initial Par Condition, (2) each Overcollateralization Ratio Test, (3) the Concentration Limitations and (4) the Collateral Quality Test (excluding the S&P CDO Monitor Test) (the “Effective Date Tested Items”) and (y) a certificate of the Issuer (such reportcertificate, the “Effective Date Issuer Certificate”), certifying that the Issuer has received (A) an Accountants’ Report (the “Accountants’ Effective Date Comparison AUP Report”) recalculating and confirming the following items from the Effective Date Report: the Obligor, principal balance, coupon/spread, stated maturity, S&P Rating, S&P Industry Classification Group and country of Domicile with respect to each Collateral Obligation as of the Effective Date and substantially similar information provided by the Issuer with respect to every other asset included in the Assets (to the extent such asset is a security or a loan), by reference to such sources as will be specified therein and (yB) an Accountants’ Report (the “Accountants’ Effective Date Recalculation AUP Report”) recalculating and comparing as of the Effective Date the level of compliance with, or and satisfaction or non-satisfaction of of, the Effective Date Tested Items Items; and specifying (iii) to the procedures undertaken by them to review data Trustee and computations relating to such report (the “Collateral Manager, the Accountants’ Effective Date Recalculation AUP Report”)Reports. If the S&P Effective Date Condition is satisfied, and (ii) written confirmation from S&P of its Initial Rating of the Secured Debt shall be deemed to have been provided. The Issuer shall cause the Collateral Administrator provide notice to compile and deliver to the Fitch of an S&P Rating Agency (in the case of delivery to S&P, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ a report (the “Effective Date Report”), determined as of the Effective Date, containing (A) the information required in a Monthly Report, (B) a calculation of the Aggregate Principal Balance that indicates whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition and (C) a list of any Closing Date Participation Interests held by the Issuer as of the Effective Date. For the avoidance of doubt, the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating AgencyConfirmation Failure. (d) In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, will be provided by the Independent accountants to the Issuer who will post such Form 15-E, except for the redaction of any sensitive information, on the 17g-5 Website. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager or Collateral Administrator will not be provided to any other party including the Rating Agency S&P (other than as provided in an access letter between the accountants and such party). Upon receipt of the Effective Date Report, the Collateral Manager shall compare the information contained in such Effective Date Report to the information contained in its records with respect to the Assets and shall, within three Business Days after receipt of such Effective Date Report, notify the Issuer, the Collateral Administrator, S&P and the Trustee if the information contained in the Effective Date Report does not conform to the information maintained by the Trustee with respect to the Assets. In the event that any discrepancy exists, the Trustee and the Issuer, or the Collateral Manager on behalf of the Issuer, shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Trustee shall within five Business Days notify the Collateral Manager who shall, on behalf of the Issuer, request that the Independent accountants selected by the Issuer pursuant to Section 10.10 perform agreed-upon procedures on the Effective Date Report, the Collateral Manager’s records and the Trustee’s and/or the Collateral Administrator’s records to assist the Collateral Manager and the Trustee in determining the cause of such discrepancy. If such procedures reveal an error in the Effective Date Report, the Collateral Manager’s records or the Trustee’s and/or the Collateral Administrator’s records, the Effective Date Report, the Collateral Manager’s records, the Trustee’s records and/or the Collateral Administrator’s records, as applicable, will be revised accordingly and notice of any error in the Effective Date Report shall be sent as soon as practicable by the Issuer to all recipients of such report. (e) If If, within 30 Business Days after the Effective Date, (1) the S&P Effective Date S&P Conditions have Condition has not been satisfied prior to the date that is thirty (30) days after the Effective Date or and (2) S&P has not provided written confirmation (which may take the form of a press release or other written communicationcommunication or may be deemed provided under Section 7.18 above) of its Initial Rating assigned by it on the Closing Date to each Class of the Secured Debt rated by it (the failure to satisfy clauses (1) and (2), an “S&P by the date thirty (30) Business Days following the Effective Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) shall request S&P to provide written confirmation of its Initial Rating of the Secured Debt rated by S&P (which may take the form of a press release or other written communicationConfirmation Failure”). In such case, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt on or prior to the Determination Date immediately preceding the first Payment Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Collateral Trustee to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount and maythe Issuer (or the Collateral Manager on its behalf) may direct the Trustee, prior to the first Payment Date, to use such funds on behalf of the Issuer for the purchase of additional Collateral Obligations until such time as S&P has provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating of the Secured Debt (provided that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt or the Class B Notes)Rating; provided that in lieu of complying with this clause (e)the foregoing, the Issuer (or the Collateral Manager on the Issuer’s behalf) may take such action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special Redemption), sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to obtain written confirmation (which may take the form of a press release or other written communication) from S&P of its Initial Rating Rating; provided further that amounts may not be transferred from the Interest Collection Subaccount to the Principal Collection Subaccount if, after giving effect to such transfer, the amounts available pursuant to the Priority of Payments on the next succeeding Payment Date would be insufficient to pay in the full amount of the accrued and unpaid interest on any Class of Secured Debt from S&P.on such next succeeding Payment Date. (f) U.S.$25,000,000 of The Issuer hereby directs the net proceeds of Trustee to deposit the issuance of amount specified in the Notes and incurrence of the Class A Loans will be deposited in Closing Date Certificate to the Ramp-Up Account on the Closing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Account shall be used to purchase additional Collateral Obligations and Principal Financed Accrued Interest from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (g) [Reserved]Within 30 Business Days after the Effective Date, the Issuer (or the Collateral Manager on its behalf) shall provide, or cause the Collateral Administrator to provide, to S&P, a Microsoft Excel file (“Excel Default Model Input File”) that provides all of the inputs required to determine whether the S&P CDO Monitor Test has been satisfied and the Collateral Administrator shall provide a Microsoft Excel file including, at a minimum, the following data with respect to each Collateral Obligation: CUSIP number (if any), LoanX ID (if any), name of Obligor, coupon, spread (if applicable), Reference Rate floor (if any), legal final maturity date, average life, Principal Balance, identification as a Cov-Lite Loan or otherwise, trade date and settlement date, S&P Industry Classification Group, S&P Rating, S&P Recovery Rate and the purchase price of assets purchased by the Issuer that have not settled as of such date. (h) If, following the Effective Date, either (i) S&P provides written confirmation of its Initial Rating or (ii) during an S&P CDO Monitor Formula Election Period (if the Issuer has satisfied the S&P Effective Date Condition), the S&P CDO Monitor Test is satisfied, then the Issuer shall be under no obligation to transfer (or cause the transfer of) Interest Proceeds to the Collection Account as Principal Proceeds or to effect a Special Redemption (subject to satisfaction of the S&P Effective Date Condition). (i) On or prior to the Effective Date, the Collateral Manager shall elect the Weighted Average S&P Recovery Rate that will apply during an S&P CDO Monitor Model Election Period for purposes of determining compliance with the Minimum Weighted Average S&P Recovery Rate Test, by written notice to the Trustee, the Collateral Administrator and S&P. Thereafter, at any time during any S&P CDO Monitor Model Election Period, by written notice to the Trustee, the Collateral Administrator and S&P, the Collateral Manager may elect a different Weighted Average S&P Recovery Rate to apply to the Collateral Obligations; provided, that, if: (i) the Collateral Obligations are currently in compliance with the Weighted Average S&P Recovery Rate case then applicable to the Collateral Obligations, but the Collateral Obligations would not be in compliance with the Weighted Average S&P Recovery Rate case to which the Collateral Manager desires to change, then such changed case will not apply or (ii) the Collateral Obligations are not currently in compliance with the Weighted Average S&P Recovery Rate case then applicable to the Collateral Obligations and would not be in compliance with any other Weighted Average S&P Recovery Rate case, the Weighted Average S&P Recovery Rate to apply to the Collateral Obligations shall be the lowest Weighted Average S&P Recovery Rate in Section 2 of Schedule 6. If the Collateral Manager does not so notify the Trustee and the Collateral Administrator that it will alter the Weighted Average S&P Recovery Rate in the manner set forth above, the Weighted Average S&P Recovery Rate chosen on or prior to the Effective Date will continue to apply. (j) Compliance with the S&P CDO Monitor Test will be measured only during the Reinvestment Period and shall be measured by the Collateral Manager on each Measurement Date; provided that on each Measurement Date after the Effective Date and after receipt by the Issuer of the S&P CDO Monitor Input File, the Collateral Manager shall provide to the Trustee and the Collateral Administrator a report on the portfolio of Collateral Obligations containing such information as is reasonably necessary to permit the Collateral Administrator to calculate the Class Default Differential with respect to the Highest Ranking Class on such Measurement Date. In the event that the Collateral Manager’s measurement of compliance and the Collateral Administrator’s measurement of compliance show different results, the Collateral Manager and the Collateral Administrator shall cooperate promptly in order to reconcile such discrepancy. (k) The failure of the Issuer to satisfy the requirements of this Section 7.18 will not constitute an Event of Default unless such failure constitutes an Event of Default under Section 5.1(d) hereof and the Issuer, or the Collateral Manager acting on behalf of the Issuer, has acted in bad faith.

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 20, 2019the Effective Date, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test and the Coverage Tests. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use funds to purchase additional Collateral Obligations as followsin the following order: (i) to pay for the principal portion of any Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or Account, and second, any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or and second, any Principal Proceeds on deposit in the Collection Account at Account. In addition, the discretion of Issuer will use commercially reasonable efforts to acquire such Collateral Obligations that will satisfy, on the Effective Date, the Concentration Limitations, the Collateral ManagerQuality Test and each Overcollateralization Ratio Test. (c) Within thirty [Intentionally omitted]. (30d) days Unless clause (e) below is applicable, within 30 Business Days after the Effective Date (but in no event later than the Determination Date immediately preceding the first Payment Date), the Issuer will provide, or cause the Collateral Manager to provide, the following documents: (i) to each of the Issuer shall provide Rating Agencies and the Trustee, a report identifying the Collateral Obligations, (ii) to each of the Rating Agencies, the Effective Date Report and (iii) to the Collateral Manager and the Collateral Trustee, an accountants’ certificate (the “Accountants’ Report: Certificate”) (xA) confirming recalculating and comparing the identity of the issuer (it being understood that the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers)obligor, outstanding principal balance, coupon/spread, stated maturity, S&P Rating and country of Domicile Domicile, ▇▇▇▇▇’▇ Rating, Moody’s Default Probability Rating, and Fitch Rating with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein therein, (such report, the “Accountants’ Effective Date Comparison AUP Report”B) and (y) recalculating and comparing calculating as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of (1) the Effective Date Tested Items Target Initial Par Condition, (2) each Overcollateralization Ratio Test, (3) the Concentration Limitations and (4) the Collateral Quality Test; and (C) specifying the procedures undertaken by them to review data and computations relating to such report (the “Accountants’ Certificate. (e) If, prior to the date 30 Business Days after the Effective Date Recalculation AUP Report”(but in no event later than the Determination Date immediately preceding the first Payment Date), (x) the Trustee has not been provided with an Accountants’ Certificate indicating the level of compliance with, or satisfaction or non-satisfaction of Effective Date Specified Tested Items and each of the Rating Agencies has not been provided with (i) a report identifying the Collateral Obligations and (ii) an Effective Date Report or (y) the Issuer shall cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇’▇ Rating Condition is not satisfied (such occurrence constituting a report (the “Effective Date ReportMoody’s Ramp-Up Failure”), determined as of the Effective Date, containing ) then (A) the information required in a Monthly Report, (B) a calculation of the Aggregate Principal Balance that indicates whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition and (C) a list of any Closing Date Participation Interests held by the Issuer as of the Effective Date. For the avoidance of doubt, the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, will be provided by the Independent accountants to the Issuer who will post such Form 15-E, except for the redaction of any sensitive information, on the 17g-5 Website. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager or Collateral Administrator will not be provided to any other party including the Rating Agency (other than as provided in an access letter between the accountants and such party). (e) If (1) the Effective Date S&P Conditions have not been satisfied prior to the date that is thirty (30) days after the Effective Date or (2) S&P has not provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating of the Secured Debt rated by S&P by the date thirty (30) Business Days following the Effective Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) shall either (i) notify Moody’s that the Trustee has been provided with such Accountants’ Certificate and each of the Rating Agencies has been provided with a report identifying the Collateral Obligations and an Effective Date Report on or before the first Determination Date or (ii) request S&P Moody’s to provide written confirmation of confirm on or before the first Determination Date that Moody’s will not reduce or withdraw its Initial Rating Ratings of the Secured Debt rated Notes and (B) if, by S&P the first Determination Date, the Issuer (which may take or the form of a press release or other written communication). In Collateral Manager on the Issuer’s behalf) has not confirmed to Moody’s that the Trustee has been provided with such case, if S&P does not provide written confirmation of its Initial Rating Accountants’ Certificate and each of the Secured Debt on Rating Agencies has been provided with a report identifying the Collateral Obligations and an Effective Date Report or prior to obtained the Determination Date immediately confirmation from Moody’s, each as described in the preceding the first Payment Dateclause (A) of this paragraph, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Collateral Trustee to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount and may, prior to the first Payment Date, use such funds on behalf of the Issuer for the purchase of additional Collateral Obligations until in an amount sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to (i) confirm to Moody’s that the Trustee has been provided with such time as S&P Accountants’ Certificate and each of the Rating Agencies has been provided with a report identifying the Collateral Obligations and an Effective Date Report or (ii) obtain from Moody’s written confirmation of its Initial Rating Ratings of the Secured Debt (provided that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt or the Class B Notes); provided that that, in lieu of complying with this clause the preceding clauses (eA) and (B), the Issuer (or the Collateral Manager on the Issuer’s behalf) may take such action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special Redemption), sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to (1) confirm to Moody’s that the Trustee has been provided with such Accountants’ Certificate and each of the Rating Agencies has been provided with a report identifying the Collateral Obligations and an Effective Date Report or (2) obtain from Moody’s written confirmation of its Initial Rating Ratings of the Secured Debt Notes (provided such confirmation is not required if the Effective Date Condition has been satisfied). The Collateral Manager shall provide Fitch with written notice if a Moody’s Ramp-Up Failure has occurred. Notwithstanding anything in this Indenture to the contrary, if the Issuer (or the Collateral Manager on the Issuer’s behalf) elects to direct a Special Redemption of the Notes pursuant to this clause (e), the Issuer may use amounts on deposit in the Principal Collection Subaccount to make such Special Redemption on any Business Day (other than a Payment Date) to the extent necessary to obtain from S&P.Moody’s its written confirmation of its Initial Ratings of the Notes (provided such confirmation is not required if the Effective Date Condition has been satisfied). Payments made in respect of the Notes in connection with such Special Redemption shall be paid in accordance with the Note Payment Sequence. For the avoidance of doubt, such payments will be made without regard to the Priority of Payments. Amounts may not be transferred from the Interest Collection Subaccount to the Principal Collection Subaccount in connection with such a Special Redemption on a Business Day other than a Payment Date if, after giving effect to such transfer the amounts available pursuant to the Priority of Payments on the next succeeding Payment Date would be insufficient to pay the full amount of the accrued and unpaid interest on any Class of Notes on such next succeeding Payment Date. (f) U.S.$25,000,000 U.S.$102,067,596.90 of the net proceeds of the issuance of the Notes and incurrence of the Class A Loans will be deposited in the Ramp-Up Account on the Closing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (g) [Reserved].

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 20, 2019the Effective Date, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test Tests and the Coverage Tests. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use the following funds to purchase additional Collateral Obligations as followsin the following order: (i) to pay for the principal portion of any Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or Account, and second, any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or and second, any Principal Proceeds on deposit in the Collection Account at Account. In addition, the discretion of Issuer will use commercially reasonable efforts to acquire such Collateral Obligations that will satisfy, on the Effective Date, the Concentration Limitations, the Collateral ManagerQuality Tests and each Overcollateralization Ratio Test. (c) Within thirty (30) days Subject to Section 7.18(d), within 30 Business Days after the Effective Date (but in any event prior to the Determination Date relating to the first Payment Date), the Issuer (or the Collateral Manager on its behalf) (or, in the case of clause (ii)(y) below, the Collateral Administrator) will provide, (i) to S&P a Microsoft Excel file (“Excel Default Model Input File”) that provides all of the Issuer shall provide inputs required to determine whether the S&P CDO Monitor Test has been satisfied and the Collateral Manager shall provide a Microsoft Excel file including, at a minimum, the following data with respect to each Collateral Obligation: CUSIP number (if any), name of Obligor, coupon, spread (if applicable), reference rate floor (if applicable), LoanX identification number (if applicable), purchase price for any unsettled assets, legal final maturity date, average life, Principal Balance, identification as a Cov-Lite Loan or otherwise, settlement date, S&P Industry Classification, S&P Recovery Rate and identification of any First-Lien Last-Out Loans and (ii) (x) to the Rating Agency and the Trustee, a report identifying the Collateral Obligations, (y) to the Rating Agency, the Effective Date Report and the Effective Date Certificate, and (z) to the Trustee and the Collateral TrusteeAdministrator, (A) an Accountants’ Report (the “Accountants’ Effective Date Comparison AUP Report: (x”) confirming recalculating and comparing the identity of the issuer (it being understood that the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers)obligor, outstanding principal balance, coupon/spread, stated maturity, maturity and S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein therein, (such report, B) an Accountants’ Report (the “Accountants’ Effective Date Comparison Recalculation AUP Report”) and (y) recalculating and comparing as of the Effective Date the level of compliance with, or and satisfaction or non-satisfaction of (1) the Effective Date Tested Items Target Initial Par Condition, (2) each Overcollateralization Ratio Test, (3) the Concentration Limitations and (4) each Collateral Quality Test (excluding the S&P CDO Monitor Test); and (C) specifying the procedures undertaken by them to review data and computations relating to such report (the “Accountants’ Effective Date Recalculation AUP Report”), and (ii) the Issuer shall cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ a report (the “Effective Date Report”), determined as of the Effective Date, containing (A) the information required in a Monthly Report, (B) a calculation of the Aggregate Principal Balance that indicates whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition and (C) a list of any Closing Date Participation Interests held by the Issuer as of the Effective DateReports. For the avoidance of doubt, the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, will be provided by the Independent accountants to the Issuer who will post (or cause to be posted) such Form 15-E, except for the redaction of any sensitive information, E on the 17g-5 Websitewebsite. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ agreed-upon procedures report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager the Trustee or the Collateral Administrator will not be provided to any other party including the Rating Agency (other than as provided in an access letter between the accountants and such party)Agency. (ed) If (1) the Effective Date S&P Conditions have Rating Condition is not been satisfied prior to the date that is thirty (30) days 30 Business Days after the Effective Date or (2but in no event later than the Determination Date immediately preceding the first Payment Date) (such occurrence constituting an “S&P has not provided written confirmation Rating Confirmation Failure”) then (which may take the form of a press release or other written communicationA) of its Initial Rating of the Secured Debt rated by S&P by the date thirty (30) Business Days following the Effective Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) shall request S&P to provide written confirmation of confirm on or before the first Determination Date, that S&P will not reduce or withdraw its Initial Rating initial ratings of the Secured Debt rated and (B) if, by S&P (which may take the form of a press release or other written communication). In such case, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt on or prior to the Determination Date immediately preceding the first Payment Determination Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) has not obtained the confirmation from S&P as described in the preceding clause (A) of this paragraph, the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Collateral Trustee to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount and may, prior to the first Payment Date, use such funds on behalf of the Issuer for the purchase of additional Collateral Obligations until such time as in an amount sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to obtain from S&P has provided written confirmation of its Initial Rating initial ratings of the Secured Debt (provided that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt or the Class B Notes)Debt; provided provided, that in lieu of complying with this clause the preceding clauses (eA) and (B), the Issuer (or the Collateral Manager on the Issuer’s behalf) may take such action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special Redemption), sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to obtain from S&P written confirmation of its Initial Rating initial ratings of the Secured Debt. (e) Notwithstanding anything herein to the contrary, if the Issuer (or the Collateral Manager on the Issuer’s behalf) elects to direct a Special Redemption of the Secured Debt pursuant to clause (d) above, the Issuer may use amounts on deposit in the Principal Collection Subaccount to make such Special Redemption on any Business Day (other than a Payment Date) to the extent necessary to obtain from S&P.S&P its written confirmation of its initial ratings of the Secured Debt. Payments made in respect of the Secured Debt in connection with such Special Redemption shall be paid in accordance with the Secured Debt Payment Sequence. For the avoidance of doubt, such payments will be made without regard to the Priority of Payments. Amounts may not be transferred from the Interest Collection Subaccount to the Principal Collection Subaccount pursuant to clause (d) above if, after giving effect to such transfer, the amounts available pursuant to the Priority of Payments on the next succeeding Payment Date would be insufficient to pay the full amount of the accrued and unpaid interest on any Class of Secured Debt on such next succeeding Payment Date. (f) U.S.$25,000,000 The failure of the net Issuer to satisfy the requirements of this Section 7.18 will not constitute an Event of Default unless such failure constitutes an Event of Default under Section 5.1(d) hereof and the Issuer, or the Collateral Manager acting on behalf of the Issuer, has acted in bad faith. Of the proceeds of the issuance of the Notes Debt which are not applied to pay for the purchase of Collateral Obligations purchased by the Issuer on or before the Closing Date (including, without limitation, repayment of any amounts borrowed by the Issuer in connection with the purchase of Collateral Obligations prior to the Closing Date) or to pay other applicable fees and incurrence of the Class A Loans expenses, funds will be deposited in the Ramp-Up Account on the Closing DateDate in the amounts specified in writing to the Trustee by the Issuer. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (g) [Reserved].

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 20April 6, 20192020, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test and the Coverage Tests. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use funds to purchase additional Collateral Obligations as follows: (i) to pay for the principal portion of any Collateral Obligation from any amounts on deposit in the Ramp-Up Account or any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from any amounts on deposit in the Ramp-Up Account or any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager. (c) Within thirty (30) days after the Effective Date, (i) the Issuer shall provide to the Collateral Manager and the Collateral Trustee, an Accountants’ Report: (x) confirming the identity of the issuer (it being understood that the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers), principal balance, coupon/spread, stated maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein (such report, the “Accountants’ Effective Date Comparison AUP Report”) and (y) recalculating and comparing as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of the Effective Date Tested Items and specifying the procedures undertaken by them to review data and computations relating to such report (the “Accountants’ Effective Date Recalculation AUP Report”), and (ii) the Issuer shall cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ ▇) a report (the “Effective Date Report”), determined as of the Effective Date, containing (A) the information required in a Monthly Report, (B) a calculation of the Aggregate Principal Balance that indicates whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition and (C) a list of any Closing Date Participation Interests held by the Issuer as of the Effective Date. For the avoidance of doubt, the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, in connection thereto will be provided by the Independent accountants to the Issuer who will post such Form 15-E, except for the redaction of any sensitive information, on the 17g-5 Website. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager or Collateral Administrator will not be provided to any other party including the Rating Agency (other than as provided in an access letter between the accountants and such party). (e) If (1) the Effective Date S&P Conditions have not been satisfied prior to the date that is thirty (30) days after the Effective Date or (2) S&P has not provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating of the Secured Debt Notes rated by S&P by the date thirty (30) Business Days days following the Effective Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) shall request S&P to provide written confirmation of its Initial Rating of the Secured Debt Notes rated by S&P (which may take the form of a press release or other written communication). In such case, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt Notes on or prior to the Determination Date immediately preceding the first Payment Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Collateral Trustee to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount and may, prior to the first Payment Date, use such funds on behalf of the Issuer for the purchase of additional Collateral Obligations until such time as S&P has provided written confirmation of its Initial Rating of the Secured Debt Notes (provided that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt Notes or the Class B Notes); provided that in lieu of complying with this clause (e), the Issuer (or the Collateral Manager on the Issuer’s behalf) may take such action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special RedemptionRedemption or to acquire additional Collateral Obligations), sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to obtain written confirmation of its Initial Rating of the Secured Debt Notes from S&P. (f) U.S.$25,000,000 U.S.$394,400,000 of the net proceeds of the issuance of the Notes and incurrence of the Class A Loans Securities will be deposited in the Ramp-Up Account on the Closing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest Interest, if any, from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (g) [Reserved].

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 20July 6, 20192020, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test and the Coverage Tests. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use funds to purchase additional Collateral Obligations as follows: (i) to pay for the principal portion of any Collateral Obligation from any amounts on deposit in the Ramp-Up Account or any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from any amounts on deposit in the Ramp-Up Account or any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager. (c) Within thirty (30) days after the Effective Date, (i) the Issuer shall provide to the Collateral Manager and the Collateral Trustee, an Accountants’ Report: (x) confirming the identity of the issuer (it being understood that the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers), principal balance, coupon/spread, stated maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein (such report, the “Accountants’ Effective Date Comparison AUP Report”) and (y) recalculating and comparing as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of the Effective Date Tested Items and specifying the procedures undertaken by them to review data and computations relating to such report (the “Accountants’ Effective Date Recalculation AUP Report”), and (ii) the Issuer shall cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ ▇) a report (the “Effective Date Report”), determined as of the Effective Date, containing (A) the information required in a Monthly Report, (B) a calculation of the Aggregate Principal Balance that indicates whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition and (C) a list of any Closing Date Participation Interests held by the Issuer as of the Effective Date. For the avoidance of doubt, the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, will be provided by the Independent accountants to the Issuer who will post such Form 15-E, except for the redaction of any sensitive information, on the 17g-5 Website. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager or Collateral Administrator will not be provided to any other party including the Rating Agency (other than as provided in an access letter between the accountants and such party). (e) If (1) the Effective Date S&P Conditions have not been satisfied prior to the date that is thirty (30) days after the Effective Date or (2) S&P has not provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating of the Secured Debt Notes rated by S&P by the date thirty (30) Business Days days following the Effective Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) shall request S&P to provide written confirmation of its Initial Rating of the Secured Debt Notes rated by S&P (which may take the form of a press release or other written communication). In such case, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt Notes on or prior to the Determination Date immediately preceding the first Payment Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Collateral Trustee to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount and may, prior to the first Payment Date, use such funds on behalf of the Issuer for the purchase of additional Collateral Obligations until such time as S&P has provided written confirmation of its Initial Rating of the Secured Debt Notes (provided that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt Notes or the Class B Notes); provided that in lieu of complying with this clause (e), the Issuer (or the Collateral Manager on the Issuer’s behalf) may take such action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special RedemptionRedemption or to acquire additional Collateral Obligations), sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to obtain written confirmation of its Initial Rating of the Secured Debt Notes from S&P. (f) U.S.$25,000,000 U.S.$258,000,000 of the net proceeds of the issuance of the Notes and incurrence of the Class A Loans will be deposited in the Ramp-Up Account on the Closing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (g) [Reserved].

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 20March 15, 20192024, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test and the Coverage Tests. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use funds to purchase additional Collateral Obligations as follows: (i) to pay for the principal portion of any Collateral Obligation from any amounts on deposit in the Ramp-Up Account or any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from any amounts on deposit in the Ramp-Up Account or any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager. (c) Within thirty (30) days after the Effective Date, (i) the Issuer shall provide to the Collateral Manager and the Collateral Trustee, an Accountants’ Report: (x) confirming the identity of the issuer (it being understood that the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers), principal balance, coupon/spread, stated maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein (such report, the “"Accountants’ Effective Date Comparison AUP Report”") and (y) recalculating and comparing as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of the Effective Date Tested Items and specifying the procedures undertaken by them to review data and computations relating to such report (the “"Accountants’ Effective Date Recalculation AUP Report”"), and (ii) the Issuer shall cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ ▇) a report (the “"Effective Date Report”"), determined as of the Effective Date, containing (A) the information required in a Monthly Report, (B) a calculation of the Aggregate Principal Balance that indicates whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition and (C) a list of any Closing Date Participation Interests held by the Issuer as of the Effective Date. For the avoidance of doubt, the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, in connection thereto will be provided by the Independent accountants to the Issuer who will post such Form 15-E, except for the redaction of any sensitive information, on the 17g-5 Website. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager or Collateral Administrator will not be provided to any other party including the Rating Agency (other than as provided in an access letter between the accountants and such party). (e) If (1) the Effective Date S&P Conditions have not been satisfied prior to the date that is thirty (30) days after the Effective Date or (2) S&P has not provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating of the Secured Debt Notes rated by S&P by the date thirty (30) Business Days days following the Effective Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) shall request S&P to provide written confirmation of its Initial Rating of the Secured Debt Notes rated by S&P (which may take the form of a press release or other written communication). In such case, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt Notes on or prior to the Determination Date immediately preceding the first Payment Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Collateral Trustee to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount and may, prior to the first Payment Date, use such funds on behalf of the Issuer for the purchase of additional Collateral Obligations until such time as S&P has provided written confirmation of its Initial Rating of the Secured Debt Notes (provided provided, that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt Notes or the Class B Notes); provided that in lieu of complying with this clause (e), the Issuer (or the Collateral Manager on the Issuer’s behalf) may take such action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special RedemptionRedemption or to acquire additional Collateral Obligations), sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to obtain written confirmation of its Initial Rating of the Secured Debt Notes from S&P. (f) U.S.$25,000,000 U.S.$385,000,000 of the net proceeds of the issuance of the Notes and incurrence of the Class A Loans will be deposited in the Ramp-Up Account on the Closing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest Interest, if any, from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (g) [Reserved].

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 20, 2019the Effective Date, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test Tests and the Coverage Tests. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use the following funds to purchase additional Collateral Obligations as followsin the following order: (i) to pay for the principal portion of any Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or Account, and second, any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or and second, any Principal Proceeds on deposit in the Collection Account at Account. In addition, the discretion of Issuer will use commercially reasonable efforts to acquire such Collateral Obligations that will satisfy, on the Effective Date, the Concentration Limitations, the Collateral ManagerQuality Tests and each Overcollateralization Ratio Test. (c) Within thirty (30) days Subject to Section 7.18(d), within 30 Business Days after the Effective Date (but in any event prior to the Determination Date relating to the first Payment Date), the Issuer (or the Collateral Manager on its behalf) (or, in the case of clause (ii)(y) below, the Collateral Administrator) will provide, (i) to S&P a Microsoft Excel file (“Excel Default Model Input File”) that provides all of the Issuer shall provide inputs required to determine whether the S&P CDO Monitor Test has been satisfied and the Collateral Manager shall provide a Microsoft Excel file including, at a minimum, the following data with respect to each Collateral Obligation: CUSIP number (if any), name of Obligor, coupon, spread (if applicable), reference rate floor (if applicable), LoanX identification number (if applicable), purchase price for any unsettled assets, legal final maturity date, average life, Principal Balance, identification as a Cov-Lite Loan or otherwise, settlement date, S&P Industry Classification, S&P Recovery Rate and identification of any First-Lien Last-Out Loans and (ii) (x) to the Rating Agency and the Trustee, a report identifying the Collateral Obligations, (y) to the Rating Agency, the Effective Date Report and the Effective Date Certificate, and (z) to the Trustee and the Collateral TrusteeAdministrator, (A) an Accountants’ Report (the “Accountants’ Effective Date Comparison AUP Report: (x”) confirming recalculating and comparing the identity of the issuer (it being understood that the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers)obligor, outstanding principal balance, coupon/spread, stated maturity, maturity and S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein therein, (such report, B) an Accountants’ Report (the “Accountants’ Effective Date Comparison Recalculation AUP Report”) and (y) recalculating and comparing as of the Effective Date the level of compliance with, or and satisfaction or non-satisfaction of (1) the Effective Date Tested Items Target Initial Par Condition, (2) each Overcollateralization Ratio Test, (3) the Concentration Limitations and (4) the Collateral Quality Test (excluding the S&P CDO Monitor Test); and (C) specifying the procedures undertaken by them to review data and computations relating to such report (the “Accountants’ Effective Date Recalculation AUP Report”), and (ii) the Issuer shall cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ a report (the “Effective Date Report”), determined as of the Effective Date, containing (A) the information required in a Monthly Report, (B) a calculation of the Aggregate Principal Balance that indicates whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition and (C) a list of any Closing Date Participation Interests held by the Issuer as of the Effective DateReports. For the avoidance of doubt, the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, will be provided by the Independent accountants to the Issuer who will post (or cause to be posted) such Form 15-E, except for the redaction of any sensitive information, E on the 17g-5 Websitewebsite. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ agreed-upon procedures report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager the Trustee or the Collateral Administrator will not be provided to any other party including the Rating Agency (other than as provided in an access letter between the accountants and such party)Agency. (ed) If (1) the Effective Date S&P Conditions have Rating Condition is not been satisfied prior to the date that is thirty (30) days 30 Business Days after the Effective Date or (2but in no event later than the Determination Date immediately preceding the first Payment Date) (such occurrence constituting an “S&P has not provided written confirmation Rating Confirmation Failure”) then (which may take the form of a press release or other written communicationA) of its Initial Rating of the Secured Debt rated by S&P by the date thirty (30) Business Days following the Effective Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) shall request S&P to provide written confirmation of confirm on or before the first Determination Date, that S&P will not reduce or withdraw its Initial Rating initial ratings of the Secured Debt rated and (B) if, by S&P (which may take the form of a press release or other written communication). In such case, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt on or prior to the Determination Date immediately preceding the first Payment Determination Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) has not obtained the confirmation from S&P as described in the preceding clause (A) of this paragraph, the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Collateral Trustee to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount and may, prior to the first Payment Date, use such funds on behalf of the Issuer for the purchase of additional Collateral Obligations until such time as in an amount sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to obtain from S&P has provided written confirmation of its Initial Rating initial ratings of the Secured Debt (provided that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt or the Class B Notes)Debt; provided provided, that in lieu of complying with this clause the preceding clauses (eA) and (B), the Issuer (or the Collateral Manager on the Issuer’s behalf) may take such action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special Redemption), sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to obtain from S&P written confirmation of its Initial Rating initial ratings of the Secured Debt. (e) Notwithstanding anything herein to the contrary, if the Issuer (or the Collateral Manager on the Issuer’s behalf) elects to direct a Special Redemption of the Secured Debt pursuant to clause (d) above, the Issuer may use amounts on deposit in the Principal Collection Subaccount to make such Special Redemption on any Business Day (other than a Payment Date) to the extent necessary to obtain from S&P.S&P its written confirmation of its initial ratings of the Secured Debt. Payments made in respect of the Secured Debt in connection with such Special Redemption shall be paid in accordance with the Secured Debt Payment Sequence. For the avoidance of doubt, such payments will be made without regard to the Priority of Payments. Amounts may not be transferred from the Interest Collection Subaccount to the Principal Collection Subaccount pursuant to clause (d) above if, after giving effect to such transfer, the amounts available pursuant to the Priority of Payments on the next succeeding Payment Date would be insufficient to pay the full amount of the accrued and unpaid interest on any Class of Secured Debt on such next succeeding Payment Date. (f) U.S.$25,000,000 The failure of the net Issuer to satisfy the requirements of this Section 7.18 will not constitute an Event of Default unless such failure constitutes an Event of Default under Section 5.1(d) hereof and the Issuer, or the Collateral Manager acting on behalf of the Issuer, has acted in bad faith. Of the proceeds of the issuance of the Notes Debt which are not applied to pay for the purchase of Collateral Obligations purchased by the Issuer on or before the Closing Date (including, without limitation, repayment of any amounts borrowed by the Issuer in connection with the purchase of Collateral Obligations prior to the Closing Date) or to pay other applicable fees and incurrence of the Class A Loans expenses, funds will be deposited in the Ramp-Up Account on the Closing DateDate in the amounts specified in writing to the Trustee by the Issuer. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (g) [Reserved].

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August September 20, 20192024, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test and the Coverage Tests. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use funds to purchase additional Collateral Obligations as followsin the following order: (i) to pay for the principal portion of any Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or Account, and second, any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or and second, any Principal Proceeds on deposit in the Collection Account at Account. In addition, the discretion of Issuer will use commercially reasonable efforts to acquire such Collateral Obligations that will satisfy, on the Effective Date, the Concentration Limitations, the Collateral ManagerQuality Test and each Overcollateralization Ratio Test. (c) Within thirty (30) days 30 Business Days after the Effective Date (but in no event later than the Determination Date immediately preceding the first Payment Date), the Issuer (or the Collateral Manager on its behalf) shall provide, or cause the Collateral Manager to provide, the following documents (i) to the Rating Agency, a report (that the Issuer shall provide cause the Collateral Administrator to prepare on its behalf in accordance with, and subject to the terms of, the Collateral Manager Administration Agreement) identifying the Collateral Obligation; (ii) to the Rating Agency, the Trustee and the Collateral TrusteeManager, an Accountants’ Report: (x) confirming the identity of the issuer a report (it being understood that the same issuer may be referred Issuer shall cause the Collateral Administrator to differently due prepare on its behalf in accordance with, and subject to the use of abbreviations or shorthand references by different record keepers)terms of, the Collateral Administration Agreement) stating the following information (the “Effective Date Report”): (A) the Obligor, principal balance, coupon/spread, stated maturity, S&P Rating Rating, S&P Industry Classification Group and country of Domicile with respect to each Collateral Obligation as of the Effective Date and the substantially similar information provided by the Issuer with respect to every other asset included in the AssetsAssets (to the extent such asset is a security or a loan), by reference to such sources as shall be specified therein and (B) as of the Effective Date, the level of compliance with, and satisfaction or non-satisfaction of, (1) the Target Initial Par Condition, (2) each Overcollateralization Ratio Test, (3) the Concentration Limitations and (4) the Collateral Quality Test (excluding the S&P CDO Monitor Test) (the “Effective Date Tested Items”) and (y) a certificate of the Issuer (such reportcertificate, the “Effective Date Issuer Certificate”), certifying that the Issuer has received (A) an Accountants’ Report (the “Accountants’ Effective Date Comparison AUP Report”) recalculating and confirming the following items from the Effective Date Report: the Obligor, principal balance, coupon/spread, stated maturity, S&P Rating, S&P Industry Classification Group and country of Domicile with respect to each Collateral Obligation as of the Effective Date and substantially similar information provided by the Issuer with respect to every other asset included in the Assets (to the extent such asset is a security or a loan), by reference to such sources as will be specified therein and (yB) an Accountants’ Report (the “Accountants’ Effective Date Recalculation AUP Report”) recalculating and comparing as of the Effective Date the level of compliance with, or and satisfaction or non-satisfaction of of, the Effective Date Tested Items Items; and specifying (iii) to the procedures undertaken by them to review data Trustee and computations relating to such report (the “Collateral Manager, the Accountants’ Effective Date Recalculation AUP Report”), and (ii) Reports. If the Issuer shall cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ a report (the “S&P Effective Date Report”)Condition is satisfied, determined as written confirmation from S&P of its Initial Rating of the Effective Date, containing (A) the information required in a Monthly Report, (B) a calculation of the Aggregate Principal Balance that indicates whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition and (C) a list of any Closing Date Participation Interests held by the Issuer as of the Effective Date. For the avoidance of doubt, the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report Secured Debt shall be provided deemed to or otherwise shared with the Rating Agencyhave been provided. (d) In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, will be provided by the Independent accountants to the Issuer who will post such Form 15-E, except for the redaction of any sensitive information, on the 17g-5 Website. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager or Collateral Administrator will not be provided to any other party including the Rating Agency (other than as provided in an access letter between the accountants and such party). Upon receipt of the Effective Date Report, the Collateral Manager shall compare the information contained in such Effective Date Report to the information contained in its records with respect to the Assets and shall, within three Business Days after receipt of such Effective Date Report, notify the Issuer, the Collateral Administrator, the Rating Agency and the Trustee if the information contained in the Effective Date Report does not conform to the information maintained by the Trustee with respect to the Assets. In the event that any discrepancy exists, the Trustee and the Issuer, or the Collateral Manager on behalf of the Issuer, shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Trustee shall within five Business Days notify the Collateral Manager who shall, on behalf of the Issuer, request that the Independent accountants selected by the Issuer pursuant to Section 10.10 perform agreed-upon procedures on the Effective Date Report, the Collateral Manager’s records and the Trustee’s and/or the Collateral Administrator’s records to assist the Collateral Manager and the Trustee in determining the cause of such discrepancy. If such procedures reveal an error in the Effective Date Report, the Collateral Manager’s records or the Trustee’s and/or the Collateral Administrator’s records, the Effective Date Report, the Collateral Manager’s records, the Trustee’s records and/or the Collateral Administrator’s records, as applicable, will be revised accordingly and notice of any error in the Effective Date Report shall be sent as soon as practicable by the Issuer to all recipients of such report. (e) If If, within 30 Business Days after the Effective Date, (1) the S&P Effective Date S&P Conditions have Condition has not been satisfied prior to the date that is thirty (30) days after the Effective Date or and (2) S&P has not provided written confirmation (which may take the form of a press release or other written communicationcommunication or may be deemed provided under Section 7.18 above) of its Initial Rating assigned by it on the Closing Date to each Class of the Secured Debt rated by it (the failure to satisfy clauses (1) and (2), an “S&P by the date thirty (30) Business Days following the Effective Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) shall request S&P to provide written confirmation of its Initial Rating of the Secured Debt rated by S&P (which may take the form of a press release or other written communicationConfirmation Failure”). In such case, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt on or prior to the Determination Date immediately preceding the first Payment Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Collateral Trustee to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount and maythe Issuer (or the Collateral Manager on its behalf) may direct the Trustee, prior to the first Payment Date, to use such funds on behalf of the Issuer for the purchase of additional Collateral Obligations until such time as S&P has provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating of the Secured Debt (provided that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt or the Class B Notes)Rating; provided that in lieu of complying with this clause (e)the foregoing, the Issuer (or the Collateral Manager on the Issuer’s behalf) may take such action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special Redemption), sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to obtain written confirmation (which may take the form of a press release or other written communication) from S&P of its Initial Rating Rating; provided further that amounts may not be transferred from the Interest Collection Subaccount to the Principal Collection Subaccount if, after giving effect to such transfer, (I) the amounts available pursuant to the Priority of Payments on the next succeeding Payment Date would be insufficient to pay in the full amount of the accrued and unpaid interest on any Class of Secured Debt from S&P.on such next succeeding Payment Date or (II) such transfer would result in a deferral of interest with respect to the Deferrable Debt on the next succeeding Payment Date. (f) U.S.$25,000,000 of The Issuer hereby directs the net proceeds of Trustee to deposit the issuance of amount specified in the Notes and incurrence of the Class A Loans will be deposited in Closing Date Certificate to the Ramp-Up Account on the Closing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Account shall be used to purchase additional Collateral Obligations and Principal Financed Accrued Interest from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (g) [Reserved]Within 30 Business Days after the Effective Date, the Issuer (or the Collateral Manager on its behalf) shall provide, or cause the Collateral Administrator to provide, to S&P, a Microsoft Excel file (“Excel Default Model Input File”) that provides all of the inputs required to determine whether the S&P CDO Monitor Test has been satisfied and the Collateral Administrator shall provide a Microsoft Excel file including, at a minimum, the following data with respect to each Collateral Obligation: CUSIP number (if any), LoanX ID (if any), name of Obligor, coupon, spread (if applicable), Reference Rate floor (if any), legal final maturity date, average life, Principal Balance, identification as a Cov-Lite Loan or otherwise, trade date and settlement date, S&P Industry Classification Group, S&P Rating, S&P Recovery Rate and the purchase price of assets purchased by the Issuer that have not settled as of such date. (h) If, following the Effective Date, either (i) S&P provides written confirmation of its Initial Rating or (ii) during an S&P CDO Monitor Formula Election Period (if the Issuer has satisfied the S&P Effective Date Condition), the S&P CDO Monitor Test is satisfied, then the Issuer shall be under no obligation to transfer (or cause the transfer of) Interest Proceeds to the Collection Account as Principal Proceeds or to effect a Special Redemption (subject to satisfaction of the S&P Effective Date Condition). (i) On or prior to the Effective Date, the Collateral Manager shall elect the Weighted Average S&P Recovery Rate that will apply during an S&P CDO Monitor Model Election Period for purposes of determining compliance with the Minimum Weighted Average S&P Recovery Rate Test, by written notice to the Trustee, the Collateral Administrator and S&P. Thereafter, at any time during any S&P CDO Monitor Model Election Period, by written notice to the Trustee, the Collateral Administrator and S&P, the Collateral Manager may elect a different Weighted Average S&P Recovery Rate to apply to the Collateral Obligations; provided, that, if: (i) the Collateral Obligations are currently in compliance with the Weighted Average S&P Recovery Rate case then applicable to the Collateral Obligations, but the Collateral Obligations would not be in compliance with the Weighted Average S&P Recovery Rate case to which the Collateral Manager desires to change, then such changed case will not apply or (ii) the Collateral Obligations are not currently in compliance with the Weighted Average S&P Recovery Rate case then applicable to the Collateral Obligations and would not be in compliance with any other Weighted Average S&P Recovery Rate case, the Weighted Average S&P Recovery Rate to apply to the Collateral Obligations shall be the lowest Weighted Average S&P Recovery Rate in Section 2 of Schedule 6. If the Collateral Manager does not so notify the Trustee and the Collateral Administrator that it will alter the Weighted Average S&P Recovery Rate in the manner set forth above, the Weighted Average S&P Recovery Rate chosen on or prior to the Effective Date will continue to apply. (j) Compliance with the S&P CDO Monitor Test will be measured only during the Reinvestment Period and shall be measured by the Collateral Manager on each Measurement Date; provided that on each Measurement Date after the Effective Date and after receipt by the Issuer of the S&P CDO Monitor Input File, the Collateral Manager shall provide to the Trustee and the Collateral Administrator a report on the portfolio of Collateral Obligations containing such information as is reasonably necessary to permit the Collateral Administrator to calculate the Class Default Differential with respect to the Highest Ranking Class on such Measurement Date. In the event that the Collateral Manager’s measurement of compliance and the Collateral Administrator’s measurement of compliance show different results, the Collateral Manager and the Collateral Administrator shall cooperate promptly in order to reconcile such discrepancy. (k) The failure of the Issuer to satisfy the requirements of this Section 7.18 will not constitute an Event of Default unless such failure constitutes an Event of Default under Section 5.1(d) hereof and the Issuer, or the Collateral Manager acting on behalf of the Issuer, has acted in bad faith.

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 20, 2019the Effective Date, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test Tests and the Coverage Tests. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use the following funds to purchase additional Collateral Obligations as followsin the following order: (i) to pay for the principal portion of any Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or Account, and second, any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or and second, any Principal Proceeds on deposit in the Collection Account at Account. In addition, the discretion of Issuer will use commercially reasonable efforts to acquire such Collateral Obligations that will satisfy, on the Effective Date, the Concentration Limitations, the Collateral ManagerQuality Tests and each Overcollateralization Ratio Test. (c) Within thirty (30) 30 calendar days after the Effective Date (but in any event, prior to the Determination Date relating to the second Payment Date), the Issuer shall provide, or (at the Issuer’s expense) cause the Collateral Manager to provide, the following documents: (i) the Issuer shall provide to the Collateral Manager and the Collateral Trustee, an Accountants’ Report: (x) confirming the identity of the issuer (it being understood that the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers), principal balance, coupon/spread, stated maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein (such report, the “Accountants’ Effective Date Comparison AUP Report”) and (y) recalculating and comparing as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of the Effective Date Tested Items and specifying the procedures undertaken by them to review data and computations relating to such report (the “Accountants’ Effective Date Recalculation AUP Report”), and (ii) the Issuer shall cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ ▇), a report identifying Collateral Obligations and a Microsoft Excel file (“Excel Default Model Input File”) that provides all of the inputs required to determine whether the S&P CDO Monitor Test has been satisfied and the Collateral Manager shall provide a Microsoft Excel file including, at a minimum, the following data with respect to each Collateral Obligation: LoanX identification number, CUSIP number (if any), name of Obligor, coupon, spread (if applicable), Benchmark floor (if any), legal final maturity date, average life, outstanding principal balance, Principal Balance, identification as a Cov-Lite Loan or otherwise, identification as a First-Lien Last-Out Loan or otherwise, settlement date, the purchase price with respect to any Collateral Obligation the purchase of which has not settled, S&P Industry Classification and S&P Recovery Rate, and requesting that S&P reaffirm its Initial Ratings of the Secured Notes; (ii) to the Trustee and the Rating Agency (via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇) a report, prepared by the Collateral Administrator pursuant to the Collateral Administration Agreement (the “Effective Date Report”), determined (A) setting forth the issuer, principal balance, coupon/spread, Stated Maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and (B) calculating as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of (1) each Overcollateralization Ratio Test, (2) the Collateral Quality Tests (excluding the DOCPROPERTY DOCXDOCID DMS=IManage Format=<<LIB>>.<<NUM>>.<<VER>> \* MERGEFORMAT BUSINESS.32370197.14 S&P CDO Monitor Test), (3) the Concentration Limitations and (4) the Target Initial Par Condition; (iii) to the Trustee and the Collateral Manager, (A) an Accountants’ Report comparing, as of the Effective Date, containing the issuer, Principal Balance, coupon/spread, stated maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation by reference to such sources as shall be specified therein (Asuch report, the “Accountants’ Effective Date Comparison AUP Report”) the information required in a Monthly Report, and (B) a calculation an Accountants’ Report performing agreed upon procedures as of the Aggregate Principal Balance that indicates Effective Date including recalculating and comparing the following items in the Effective Date Report: (1) each Overcollateralization Ratio Test, the Collateral Quality Tests (excluding the S&P CDO Monitor Test) and the Concentration Limitations, and (2) whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition is satisfied (such report, the “Accountants’ Effective Date Recalculation AUP Report” and together with the Accountants’ Effective Date Comparison AUP Report, the “Accountants’ Effective Date AUP Reports”), with both Accountants’ Effective Date AUP Reports containing a statement specifying the procedures undertaken by them to review data and computations relating to such Accountants’ Effective Date AUP Reports; and (iv) to the Trustee and the Rating Agency (via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇) an Officer’s certificate of the Issuer (the “Effective Date Certificate”) certifying as to the level of compliance with, or satisfaction or non-satisfaction of, (1) each Overcollateralization Ratio Test, (2) the Collateral Quality Tests (excluding the S&P CDO Monitor Test), (3) the Concentration Limitations, and (C4) a list of any Closing Date Participation Interests held by the Issuer Target Initial Par Condition, in each case, as of the Effective Date. . (d) For the avoidance of doubt, the Effective Date Certificate and the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) Effective Date AUP Reports. In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, will be provided by the Independent accountants to the Issuer and Information Agent who will post forward such Form 15-E, except E for the redaction of any sensitive information, posting on the 17g-5 Issuer’s Website. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ agreed upon procedures report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager or Collateral Administrator Issuer will not be provided to any other party including the Rating Agency or posted on the Issuer’s Website (other than as provided in an any access letter between such Person and the accountants and such partyaccountants). (e) If If, by the Determination Date relating to the second Payment Date, (1) the Effective Date S&P Conditions have not been satisfied prior to the date that is thirty (30) days after the Effective Date or (2) S&P has not provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating Ratings of the Secured Debt rated by Notes or (2) there has occurred no S&P by the date thirty Deemed Rating Confirmation as described below (30) Business Days following the Effective Datean “S&P Rating Confirmation Failure”), then the Issuer (or the Collateral Manager Manager, on behalf of the Issuer’s behalf) , shall request S&P to provide written confirmation of its Initial Rating of the Secured Debt rated by S&P (which may take the form of a press release or other written communication). In such case, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt on or prior to the Determination Date immediately preceding the first Payment Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Collateral Trustee in writing to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount (and may, prior to the first Payment Date, use with such funds on behalf of the Issuer for the shall purchase of additional Collateral Obligations until such time as Obligations) in an amount sufficient to obtain from S&P has provided written a confirmation of its Initial Rating Ratings of the Secured Debt Notes (provided that the amount of such transfer would not result in a default in the payment of interest with respect DOCPROPERTY DOCXDOCID DMS=IManage Format=<<LIB>>.<<NUM>>.<<VER>> \* MERGEFORMAT BUSINESS.32370197.14 to the Class A Debt or the Class B Notes); provided that that, in lieu of complying with this clause (e)the alternative, the Issuer (or the Collateral Manager on behalf of the Issuer’s behalf) Issuer may take such other action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special Redemption), sufficient to enable obtain from S&P a confirmation of its Initial Ratings of the Secured Notes. (f) If S&P has not provided written confirmation of its initial ratings of the Secured Notes within 30 calendar days after the Effective Date and (w) the Issuer causes the Collateral Manager to provide to S&P the Effective Date Report and the Effective Date Report confirms satisfaction of the S&P CDO Monitor Test as of the Effective Date, (x) the Collateral Manager certifies to S&P (which confirmation may be in the form of an email) that as of the Effective Date the S&P CDO Monitor Test is satisfied (testing as though an S&P CDO Formula Election Period were in effect and taking into account the S&P CDO Monitor Non-Model Adjustments described below) and (y) the Collateral Manager provides to S&P an electronic copy of the Current Portfolio used to generate the passing test result, then a written confirmation from S&P of its initial ratings of the Secured Notes will be deemed to have been provided (an “S&P Deemed Rating Confirmation”); provided that, for purposes of determining compliance with the S&P CDO Monitor Test in connection with such Effective Date Report, the Aggregate Funded Spread will be calculated without giving effect to the proviso to clause (a) of the definition of “Aggregate Funded Spread” and by assuming that any Collateral Obligation subject to a Benchmark floor bears interest at a rate equal to the stated interest rate spread over the Benchmark-based index for such Collateral Obligation (the “S&P CDO Monitor Non-Model Adjustments”). (g) The failure of the Issuer to satisfy the requirements of this Section 7.19 will not constitute an Event of Default unless such failure constitutes an Event of Default under Section 5.1(d) hereof and the Issuer, or the Collateral Manager acting on behalf of the Issuer’s behalf) to obtain written confirmation of its Initial Rating of , has acted in bad faith. Of the Secured Debt from S&P. (f) U.S.$25,000,000 of the net proceeds of the issuance of the Notes which are not applied to pay for the purchase of Collateral Obligations purchased by the Issuer on or before the Closing Date (including, without limitation, repayment of any amounts borrowed by the Issuer in connection with the purchase of Collateral Obligations prior to the Closing Date) or to pay other applicable fees and incurrence of the Class A Loans expenses, funds will be deposited in the Ramp-Up Account on the Closing DateDate in the amounts specified in writing to the Trustee by the Issuer. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (g) [Reserved].

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August July 20, 20192024, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test and the Coverage Tests. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use funds to purchase additional Collateral Obligations as follows: (i) to pay for the principal portion of any Collateral Obligation from any amounts on deposit in the Ramp-Up Account or any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from any amounts on deposit in the Ramp-Up Account or any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager. (c) Within thirty (30) days after the Effective Date, (i) the Issuer shall provide to the Collateral Manager and the Collateral Trustee, an Accountants’ Report: (x) confirming the identity of the issuer (it being understood that the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers), principal balance, coupon/spread, stated maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein (such report, the “Accountants’ Effective Date Comparison AUP Report”) and (y) recalculating and comparing as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of the Effective Date Tested Items and specifying the procedures undertaken by them to review data and computations relating to such report (the “Accountants’ Effective Date Recalculation AUP Report”), and (ii) the Issuer shall cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ ▇) a report (the “Effective Date Report”), determined as of the Effective Date, containing (A) the information required in a Monthly Report, (B) a calculation of the Aggregate Principal Balance that indicates whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition and (C) a list of any Closing Date Participation Interests held by the Issuer as of the Effective Date. For the avoidance of doubt, the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, in connection thereto will be provided by the Independent accountants to the Issuer who will post such Form 15-E, except for the redaction of any sensitive information, on the 17g-5 Website. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager or Collateral Administrator will not be provided to any other party including the Rating Agency (other than as provided in an access letter between the accountants and such party). (e) If (1) the Effective Date S&P Conditions have not been satisfied prior to the date that is thirty (30) days after the Effective Date or (2) S&P has not provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating of the Secured Debt Notes rated by S&P by the date thirty (30) Business Days days following the Effective Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) shall request S&P to provide written confirmation of its Initial Rating of the Secured Debt Notes rated by S&P (which may take the form of a press release or other written communication). In such case, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt Notes on or prior to the Determination Date immediately preceding the first Payment Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Collateral Trustee to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount and may, prior to the first Payment Date, use such funds on behalf of the Issuer for the purchase of additional Collateral Obligations until such time as S&P has provided written confirmation of its Initial Rating of the Secured Debt Notes (provided provided, that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt Notes or the Class B Notes); provided that in lieu of complying with this clause (e), the Issuer (or the Collateral Manager on the Issuer’s behalf) may take such action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special RedemptionRedemption or to acquire additional Collateral Obligations), sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to obtain written confirmation of its Initial Rating of the Secured Debt Notes from S&P. (f) U.S.$25,000,000 of the net proceeds of the issuance of the Notes and incurrence of the Class A Loans will be deposited in the Ramp-Up Account on the Closing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest Interest, if any, from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (g) [Reserved].

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 20April 6, 20192021, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test and the Coverage Tests. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use funds to purchase additional Collateral Obligations as follows: (i) to pay for the principal portion of any Collateral Obligation from any amounts on deposit in the Ramp-Up Account or any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from any amounts on deposit in the Ramp-Up Account or any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager. (c) Within thirty (30) days after the Effective Date, (i) the Issuer shall provide to the Collateral Manager and the Collateral Trustee, an Accountants’ Report: (x) confirming the identity of the issuer (it being understood that the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers), principal balance, coupon/spread, stated maturity, S&P Rating, Fitch Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein (such report, the “"Accountants’ Effective Date Comparison AUP Report”") and (y) recalculating and comparing as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of the Effective Date Tested Items and specifying the procedures undertaken by them to review data and computations relating to such report (the “"Accountants’ Effective Date Recalculation AUP Report”"), and (ii) the Issuer shall cause the Collateral Administrator to compile and deliver to the Rating Agency Agencies (in the case of delivery to S&P, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ to) a report (the “"Effective Date Report”"), determined as of the Effective Date, containing (A) the information required in a Monthly Report, (B) a calculation of the Aggregate Principal Balance that indicates whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition and (C) a list of any Closing Date -146- Participation Interests held by the Issuer as of the Effective Date. For the avoidance of doubt, the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating AgencyAgencies. (d) In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, in connection thereto will be provided by the Independent accountants to the Issuer who will post such Form 15-E, except for the redaction of any sensitive information, on the 17g-5 Website. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager or Collateral Administrator will not be provided to any other party including the Rating Agency Agencies (other than as provided in an access letter between the accountants and such party). (e) If (1) the Effective Date S&P Conditions have not been satisfied prior to the date that is thirty (30) days after the Effective Date or (2) S&P has not provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating of the Secured Debt Notes rated by S&P by the date thirty (30) Business Days days following the Effective Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) shall request S&P to provide written confirmation of its Initial Rating of the Secured Debt Notes rated by S&P (which may take the form of a press release or other written communication). In such case, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt Notes on or prior to the Determination Date immediately preceding the first Payment Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Collateral Trustee to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount and may, prior to the first Payment Date, use such funds on behalf of the Issuer for the purchase of additional Collateral Obligations until such time as S&P has provided written confirmation of its Initial Rating of the Secured Debt Notes (provided that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt or the Class B Notes); provided that in lieu of complying with this clause (e), the Issuer (or the Collateral Manager on the Issuer’s behalf) may take such action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special RedemptionRedemption or to acquire additional Collateral Obligations), sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to obtain written confirmation of its Initial Rating of the Secured Debt Notes from S&P.S&P. The Issuer shall provide notice to Fitch if the Effective Date S&P Conditions have not been satisfied. (f) U.S.$25,000,000 U.S.$62,869,000 of the net proceeds of the issuance of the Notes and incurrence of the Class A Loans will be deposited in the Ramp-Up Account on the Closing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest Interest, if any, from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (g) [Reserved].

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 2015, 20192023, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test and the Coverage Tests. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use funds to purchase additional Collateral Obligations as follows: (i) to pay for the principal portion of any Collateral Obligation from any amounts on deposit in the Ramp-Up Account or any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from any amounts on deposit in the Ramp-Up Account or any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager. (c) Within thirty (30) days after the Effective Date, (i) the Issuer shall provide to the Collateral Manager and the Collateral Trustee, an Accountants’ Report: (x) confirming the identity of the issuer (it being understood that the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers), principal balance, coupon/spread, stated maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein (such report, the “Accountants’ Effective Date Comparison AUP Report”) and (y) recalculating and comparing as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of the Effective Date Tested Items and specifying the procedures undertaken by them to review data and computations relating to such report (the “Accountants’ Effective Date Recalculation AUP Report”), and (ii) the Issuer shall cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ ▇) a report (the “Effective Date Report”), determined as of the Effective Date, containing (A) the information required in a Monthly Report, (B) a calculation of the Aggregate Principal Balance that indicates whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition and (C) a list of any Closing Date Participation Interests held by the Issuer as of the Effective Date. For the avoidance of doubt, the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, in connection thereto will be provided by the Independent accountants to the Issuer who will post such Form 15-E, except for the redaction of any sensitive information, on the 17g-5 Website. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager or Collateral Administrator will not be provided to any other party including the Rating Agency (other than as provided in an access letter between the accountants and such party). (e) If (1) the Effective Date S&P Conditions have not been satisfied prior to the date that is thirty (30) days after the Effective Date or (2) S&P has not provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating of the Secured Debt Notes rated by S&P by the date thirty (30) Business Days days following the Effective Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) shall request S&P to provide written confirmation of its Initial Rating of the Secured Debt Notes rated by S&P (which may take the form of a press release or other written communication). In such case, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt Notes on or prior to the Determination Date immediately preceding the first Payment Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Collateral Trustee to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount and may, prior to the first Payment Date, use such funds on behalf of the Issuer for the purchase of additional Collateral Obligations until such time as S&P has provided written confirmation of its Initial Rating of the Secured Debt Notes (provided provided, that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt Notes or the Class B Notes); provided that in lieu of complying with this clause (e), the Issuer (or the Collateral Manager on the Issuer’s behalf) may take such action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special RedemptionRedemption or to acquire additional Collateral Obligations), sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to obtain written confirmation of its Initial Rating of the Secured Debt Notes from S&P. (f) U.S.$25,000,000 U.S.$394,000,000 of the net proceeds of the issuance of the Notes and incurrence of the Class A Loans will be deposited in the Ramp-Up Account on the Closing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest Interest, if any, from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (g) [Reserved].

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 20, 2019the Effective Date, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test Tests and the Coverage Tests. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use the following funds to purchase additional Collateral Obligations as followsin the following order: (i) to pay for the principal portion of any Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or Account, and second, any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or and second, any Principal Proceeds on deposit in the Collection Account at Account. In addition, the discretion of Issuer will use commercially reasonable efforts to acquire such Collateral Obligations that will satisfy, on the Effective Date, the Concentration Limitations, the Collateral ManagerQuality Tests and each Overcollateralization Ratio Test. (c) Within thirty (30) days 30 Business Days after the Effective Date (but in any event, prior to the Determination Date relating to the first Payment Date after the Closing Date), the Issuer shall provide, or (at the Issuer's expense) cause the Collateral Manager to provide, the following documents: (i) the Issuer shall provide to the Collateral Manager and the Collateral Trustee, an Accountants’ Report: (x) confirming the identity of the issuer (it being understood that the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers), principal balance, coupon/spread, stated maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein (such report, the “Accountants’ Effective Date Comparison AUP Report”) and (y) recalculating and comparing as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of the Effective Date Tested Items and specifying the procedures undertaken by them to review data and computations relating to such report (the “Accountants’ Effective Date Recalculation AUP Report”), and (ii) the Issuer shall cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, via email to ▇C▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ ▇), a report identifying Collateral Obligations and a Microsoft Excel file ("Excel Default Model Input File") that provides all of the inputs required to determine whether the S&P CDO Monitor Test has been satisfied and the Collateral Manager shall provide a Microsoft Excel file including, at a minimum, the following data with respect to each Collateral Obligation: LoanX identification number, CUSIP number (if any), name of Obligor, coupon, spread (if applicable), Floating Rate Floor Obligation (if any), legal final maturity date, average life, outstanding principal balance, Principal Balance, identification as a Cov-Lite Loan or otherwise, identification as a First-Lien Last-Out Loan or otherwise, settlement date, the purchase price with respect to any Collateral Obligation the purchase of which has not settled, S&P Industry Classification and S&P Recovery Rate, and requesting that S&P reaffirm its Initial Ratings of the Secured Debt rated by it; (ii) to the Collateral Trustee and the Rating Agency (via email to C▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇) a report, prepared by the Collateral Administrator (the “"Effective Date Report”"), determined (A) setting forth the issuer, principal balance, coupon/spread, Stated Maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and (B) calculating as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of (1) each Overcollateralization Ratio Test, (2) the Collateral Quality Tests (excluding the S&P CDO Monitor Test), (3) the Concentration Limitations and (4) the Target Initial Par Condition; (iii) to the Collateral Trustee and the Collateral Manager, (A) an Accountants' Report comparing, as of the Effective Date, containing the issuer, Principal Balance, coupon/spread, stated maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation by reference to such sources as shall be specified therein (Asuch report, the "Accountants' Effective Date Comparison AUP Report") the information required in a Monthly Report, and (B) a calculation an Accountants' Report performing agreed upon procedures as of the Aggregate Principal Balance that indicates Effective Date including recalculating and comparing the following items in the Effective Date Report: (1) each Overcollateralization Ratio Test, the Collateral Quality Tests (excluding the S&P CDO Monitor Test) and the Concentration Limitations, and (2) whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition is satisfied (such report, the "Accountants' Effective Date Recalculation AUP Report" and together with the Accountants' Effective Date Comparison AUP Report, the "Accountants' Effective Date AUP Reports"), with both Accountants' Effective Date AUP Reports containing a statement specifying the procedures undertaken by them to review data and computations relating to such Accountants' Effective Date AUP Reports; and (iv) to the Collateral Trustee and the Rating Agency (via email to C▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇) an Officer's certificate of the Issuer (the "Effective Date Certificate") certifying as to the level of compliance with, or satisfaction or non-satisfaction of, (1) each Overcollateralization Ratio Test, (2) the Collateral Quality Tests (excluding the S&P CDO Monitor Test), (3) the Concentration Limitations, and (C4) a list of any Closing Date Participation Interests held by the Issuer Target Initial Par Condition, in each case, as of the Effective Date. If (1) the Issuer or the Collateral Manager, as the case may be, provides the foregoing Accountants' Effective Date AUP Reports to the Collateral Trustee with the results of the items set forth in subclause (ii)(B) above, and such results do not indicate any failure of any such tested item, (2) the Issuer delivers the Effective Date Certificate to the Collateral Trustee and the Rating Agency and causes the Collateral Administrator to make available to the Rating Agency (i) a report identifying the Collateral Obligations and (ii) the Effective Date Report, and such Effective Date Certificate and Effective Date Report indicates satisfaction of the S&P CDO Monitor Test as of the Effective Date, (3) the Collateral Manager certifies to S&P (which may be in the form of an email) that as of the Effective Date the S&P CDO Monitor Test is satisfied (testing as though an S&P CDO Formula Election Period were in effect and taking into account the S&P CDO Monitor Non-Model Adjustments), (4) the Collateral Manager provides to S&P an electronic copy of the Current Portfolio used to generate the passing test result and (5) the Collateral Manager certifies that the Closing Date Participation Condition is satisfied, a written confirmation from S&P of its Initial Ratings of the Secured Debt rated by it shall be deemed to have been provided (the "Effective Date Condition"). For the avoidance of doubt, the Effective Date Certificate and the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) ' Effective Date AUP Reports. In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ ' Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, will be provided by the Independent accountants to the Issuer and Information Agent who will post forward for posting such Form 15-E, except for the redaction of any sensitive information, E on the 17g-5 Information Agent's Website. Copies of the Accountants’ ' Effective Date Recalculation AUP Report or any other accountants’ agreed upon procedures report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager or Collateral Administrator Issuer will not be provided to any other party including the Rating Agency or posted on the Information Agent's Website (other than as provided in an any access letter between such Person and the accountants and such partyaccountants). (ed) If If, by the Determination Date relating to the first Payment Date after the Closing Date (1) unless the Effective Date S&P Conditions have not been satisfied prior to the date that Condition is thirty (30) days after the Effective Date or (2satisfied) S&P has not provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating Ratings of the Secured Debt rated by S&P by the date thirty (30) Business Days following the Effective Dateit, then the Issuer (or the Collateral Manager Manager, on behalf of the Issuer’s behalf) , shall request S&P to provide written confirmation of its Initial Rating of the Secured Debt rated by S&P (which may take the form of a press release or other written communication). In such case, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt on or prior to the Determination Date immediately preceding the first Payment Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Collateral Trustee in writing to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount (and may, prior to the first Payment Date, use with such funds on behalf of the Issuer for the shall purchase of additional Collateral Obligations until such time as Obligations) in an amount sufficient to obtain from S&P has provided written a confirmation of its Initial Rating Ratings of the Secured Debt rated by it (provided that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt or the Class B Notes); provided that that, in lieu of complying with this clause (e)the alternative, the Issuer (or the Collateral Manager on behalf of the Issuer’s behalf) Issuer may take such other action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special Redemption), sufficient to enable obtain from S&P a confirmation of its Initial Ratings of the Secured Debt rated by it. (e) The failure of the Issuer (to satisfy the requirements of this Section 7.18 will not constitute an Event of Default unless such failure constitutes an Event of Default under Section 5.1(d) hereof and the Issuer, or the Collateral Manager acting on behalf of the Issuer’s behalf) to obtain written confirmation of its Initial Rating of , has acted in bad faith. Of the Secured Debt from S&P. (f) U.S.$25,000,000 of the net proceeds of the issuance of the Notes and incurrence of the Class A Loans Debt which are not applied to pay for the purchase of Collateral Obligations acquired by the Issuer on the Closing Date an amount equal to U.S.$72,032,688.89 will be deposited in the Ramp-Up Account on the Closing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (g) [Reserved].

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 20April 6, 20192020, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test and the Coverage Tests. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use funds to purchase additional Collateral Obligations as follows: (i) to pay for the principal portion of any Collateral Obligation from any amounts on deposit in the Ramp-Up Account or any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from any amounts on deposit in the Ramp-Up Account or any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager. (c) Within thirty (30) days after the Effective Date, (i) the Issuer shall provide to the Collateral Manager and the Collateral Trustee, an Accountants’ Report: (x) confirming the identity of the issuer (it being understood that the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers), principal balance, coupon/spread, stated maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein (such report, the “Accountants’ Effective Date Comparison AUP Report”) and (y) recalculating and comparing as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of the Effective Date Tested Items and specifying the procedures undertaken by them to review data and computations relating to such report (the “Accountants’ Effective Date Recalculation AUP Report”), and (ii) the Issuer shall cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, via email to ▇C▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ ▇) a report (the “Effective Date Report”), determined as of the Effective Date, containing (A) the information required in a Monthly Report, (B) a calculation of the Aggregate Principal Balance that indicates whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition and (C) a list of any Closing Date Participation Interests held by the Issuer as of the Effective Date. For the avoidance of doubt, the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, will be provided by the Independent accountants to the Issuer who will post such Form 15-E, except for the redaction of any sensitive information, on the 17g-5 Website. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager or Collateral Administrator will not be provided to any other party including the Rating Agency (other than as provided in an access letter between the accountants and such party). (e) If (1) the Effective Date S&P Conditions have not been satisfied prior to the date that is thirty (30) days after the Effective Date or (2) S&P has not provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating of the Secured Debt Notes rated by S&P by the date thirty (30) Business Days following the Effective Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) shall request S&P to provide written confirmation of its Initial Rating of the Secured Debt Notes rated by S&P (which may take the form of a press release or other written communication). In such case, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt Notes on or prior to the Determination Date immediately preceding the first Payment Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Collateral Trustee to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount and may, prior to the first Payment Date, use such funds on behalf of the Issuer for the purchase of additional Collateral Obligations until such time as S&P has provided written confirmation of its Initial Rating of the Secured Debt Notes (provided that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt Notes or the Class B Notes); provided that in lieu of complying with this clause (e), the Issuer (or the Collateral Manager on the Issuer’s behalf) may take such action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special RedemptionRedemption or to acquire additional Collateral Obligations), sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to obtain written confirmation of its Initial Rating of the Secured Debt Notes from S&P. (f) U.S.$25,000,000 U.S.$394,400,000 of the net proceeds of the issuance of the Notes and incurrence of the Class A Loans Securities will be deposited in the Ramp-Up Account on the Closing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (g) [Reserved].

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 20, 2019the Effective Date, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test and the Coverage Tests. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use funds to purchase additional Collateral Obligations as followsin the following order: (i) to pay for the principal portion of any Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or Account, and second, any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or and second, any Principal Proceeds on deposit in the Collection Account at Account. In addition, the discretion of Issuer will use commercially reasonable efforts to acquire such Collateral Obligations that will satisfy, on the Effective Date, the Concentration Limitations, the Collateral ManagerQuality Test and each Overcollateralization Ratio Test. (c) Within thirty [Intentionally omitted]. (30d) days Unless clause (e) below is applicable, within 30 Business Days after the Effective Date (but in no event later than the Determination Date immediately preceding the first Payment Date), the Issuer will provide, or cause the Collateral Manager to provide, the following documents: (i) to each of the Issuer shall provide Rating Agencies and the Trustee, a report identifying the Collateral Obligations, (ii) to each of the Rating Agencies, the Effective Date Report and (iii) to the Collateral Manager and the Collateral Trustee, an accountants’ certificate (the “Accountants’ Report: Certificate”) (xA) confirming recalculating and comparing the identity of the issuer (it being understood that the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers)obligor, outstanding principal balance, coupon/spread, stated maturity, S&P Rating and country of Domicile Domicile, ▇▇▇▇▇’▇ Rating, Moody’s Default Probability Rating, and Fitch Rating with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein therein, (such report, the “Accountants’ Effective Date Comparison AUP Report”B) and (y) recalculating and comparing calculating as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of (1) the Effective Date Tested Items Target Initial Par Condition, (2) each Overcollateralization Ratio Test, (3) the Concentration Limitations and (4) the Collateral Quality Test; and (C) specifying the procedures undertaken by them to review data and computations relating to such report (the “Accountants’ Certificate. (e) If, prior to the date 30 Business Days after the Effective Date Recalculation AUP Report”(but in no event later than the Determination Date immediately preceding the first Payment Date), (x) the Trustee has not been provided with an Accountants’ Certificate indicating the level of compliance with, or satisfaction or non-satisfaction of Effective Date Specified Tested Items and each of the Rating Agencies has not been provided with (i) a report identifying the Collateral Obligations and (ii) an Effective Date Report or (y) the Issuer shall cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇’▇ Rating Condition is not satisfied (such occurrence constituting a report (the “Effective Date ReportMoody’s Ramp-Up Failure”), determined as of the Effective Date, containing ) then (A) the information required in a Monthly Report, (B) a calculation of the Aggregate Principal Balance that indicates whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition and (C) a list of any Closing Date Participation Interests held by the Issuer as of the Effective Date. For the avoidance of doubt, the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, will be provided by the Independent accountants to the Issuer who will post such Form 15-E, except for the redaction of any sensitive information, on the 17g-5 Website. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager or Collateral Administrator will not be provided to any other party including the Rating Agency (other than as provided in an access letter between the accountants and such party). (e) If (1) the Effective Date S&P Conditions have not been satisfied prior to the date that is thirty (30) days after the Effective Date or (2) S&P has not provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating of the Secured Debt rated by S&P by the date thirty (30) Business Days following the Effective Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) shall either (i) notify Moody’s that the Trustee has been provided with such Accountants’ Certificate and each of the Rating Agencies has been provided with a report identifying the Collateral Obligations and an Effective Date Report on or before the first Determination Date or (ii) request S&P Moody’s to provide written confirmation of confirm on or before the first Determination Date that Moody’s will not reduce or withdraw its Initial Rating Ratings of the Secured Debt rated Notes and (B) if, by S&P the first Determination Date, the Issuer (which may take or the form of a press release or other written communication). In Collateral Manager on the Issuer’s behalf) has not confirmed to Moody’s that the Trustee has been provided with such case, if S&P does not provide written confirmation of its Initial Rating Accountants’ Certificate and each of the Secured Debt on Rating Agencies has been provided with a report identifying the Collateral Obligations and an Effective Date Report or prior to obtained the Determination Date immediately confirmation from Moody’s, each as described in the preceding the first Payment Dateclause (A) of this paragraph, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Collateral Trustee to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount and may, prior to the first Payment Date, use such funds on behalf of the Issuer for the purchase of additional Collateral Obligations until in an amount sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to (i) confirm to Moody’s that the Trustee has been provided with such time as S&P Accountants’ Certificate and each of the Rating Agencies has been provided with a report identifying the Collateral Obligations and an Effective Date Report or (ii) obtain from Moody’s written confirmation of its Initial Rating Ratings of the Secured Debt (provided that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt or the Class B Notes); provided that that, in lieu of complying with this clause the preceding clauses (eA) and (B), the Issuer (or the Collateral Manager on the Issuer’s behalf) may take such action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special Redemption), sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to (1) confirm to Moody’s that the Trustee has been provided with such Accountants’ Certificate and each of the Rating Agencies has been provided with a report identifying the Collateral Obligations and an Effective Date Report or (2) obtain from Moody’s written confirmation of its Initial Rating Ratings of the Secured Debt Notes (provided such confirmation is not required if the Effective Date Condition has been satisfied). The Collateral Manager shall provide Fitch written notice if a Moody’s Ramp-Up Failure has occurred. Notwithstanding anything in this Indenture to the contrary, if the Issuer (or the Collateral Manager on the Issuer’s behalf) elects to direct a Special Redemption of the Notes pursuant to this clause (e), the Issuer may use amounts on deposit in the Principal Collection Subaccount to make such Special Redemption on any Business Day (other than a Payment Date) to the extent necessary to obtain from S&P.Moody’s its written confirmation of its Initial Ratings of the Notes (provided such confirmation is not required if the Effective Date Condition has been satisfied). Payments made in respect of the Notes in connection with such Special Redemption shall be paid in accordance with the Note Payment Sequence. For the avoidance of doubt, such payments will be made without regard to the Priority of Payments. Amounts may not be transferred from the Interest Collection Subaccount to the Principal Collection Subaccount in connection with such a Special Redemption on a Business Day other than a Payment Date if, after giving effect to such transfer the amounts available pursuant to the Priority of Payments on the next succeeding Payment Date would be insufficient to pay the full amount of the accrued and unpaid interest on any Class of Notes on such next succeeding Payment Date. (f) U.S.$25,000,000 U.S.$100,925,565.30 of the net proceeds of the issuance of the Notes and incurrence of the Class A Loans will be deposited in the Ramp-Up Account on the Closing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (g) [Reserved].

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase (or enter into commitments to purchase), on or before August 20, 2019the Effective Date, Collateral Obligations (i) Obligations, such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test and the Coverage Testssatisfied. (b) During the period from the Closing Date to and including the Effective Date (and to the extent necessary to secure the confirmations described in Section 7.18(c), after the Effective Date), the Issuer will use the following funds to purchase additional Collateral Obligations as followsin the following order: (i) to pay for the principal portion of any Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or and second, any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to the extent any funds remain in the Ramp-Up Account and the Collection Account after paying the amounts described in subclause (i), to pay for accrued interest on any such Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or and second, any Principal Proceeds on deposit in the Collection Account at Account. In addition, the discretion of Issuer will use commercially reasonable efforts to acquire such Collateral Obligations that will satisfy or comply with, on the Effective Date, the Concentration Limitations, the Collateral ManagerQuality Test (other than the S&P CDO Monitor Test) and each Overcollateralization Ratio Test. (c) Within thirty (30) days 30 Business Days after the Effective Date, the Issuer (or the Portfolio Manager on its behalf) shall provide, or cause the Collateral Administrator to provide, to S&P, a Microsoft Excel file ("Excel Default Model Input File") that provides all of the inputs required to determine whether the S&P CDO Monitor Test has been satisfied and the Collateral Administrator shall provide a Microsoft Excel file including, at a minimum, the following data with respect to each Collateral Obligation: CUSIP number (if any), LoanX ID (if any), name of Obligor, coupon, spread (if applicable), Reference Rate floor (if any), legal final maturity date, average life, Principal Balance, identification as a Cov-Lite Loan or otherwise, trade date and settlement date, S&P Industry Classification, S&P Rating, S&P Recovery Rate and the purchase price of assets purchased by the Issuer that have not settled as of such date (d) Within 30 Business Days after the Effective Date (but in any event, prior to the Determination Date relating to the first Quarterly Payment Date), the Issuer shall (x) provide, or (at the Issuer's expense) cause the Portfolio Manager to provide, to the Collateral Trustee (based on the information set forth in the Effective Date Report provided by the Collateral Administrator as described below) (i) the Issuer shall provide to the Collateral Manager and the Collateral Trustee, an Accountants’ ' Report (the "Effective Date Accountants' Comparison AUP Report: (x") confirming the identity that compares, in each case as of the issuer (it being understood that Effective Date, by reference to such sources as shall be specified therein, the same issuer may be referred to differently due to following information: the use of abbreviations or shorthand references by different record keepers)issuer, principal balancePrincipal Balance, coupon/spread, stated maturity, S&P Rating Rating, S&P Industry Classification and country of Domicile with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the AssetsAssets (or, if unavailable, by reference to such sources as shall be specified therein therein); (such report, ii) an Accountants' Report (the “Accountants’ "Effective Date Accountants' Recalculation AUP Report" and, together with the Effective Date Accountants' Comparison AUP Report”, the "Effective Date Accountants' AUP Reports") and (y) recalculating and comparing recalculating, as of the Effective Date Date, the level of compliance with, or satisfaction or non-satisfaction of (1) the Effective Date Tested Items Target Initial Par Condition, (2) each Overcollateralization Ratio Test, (3) the Concentration Limitations and (4) the Collateral Quality Test (other than the S&P CDO Monitor Test) (such items (1) through (4), the "Specified Test Items"); and with respect to the items in clauses (i) and (ii) above, specifying the procedures undertaken by them to review data and computations relating to each such Effective Date Accountants' AUP Report and (y) provide to the Collateral Trustee and each Rating Agency a report (the “Accountants’ Effective Date Recalculation AUP Report”), and (ii) which the Issuer shall cause the Collateral Administrator to draft and compile on its behalf in accordance with, and deliver subject to the Rating Agency (terms of, the Collateral Administration Agreement) containing the following information, in the each case of delivery to S&P, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ a report (the “Effective Date Report”), determined as of the Effective Date, containing Date (the "Effective Date Report"): (A) the information required in a Monthly Report, Report and (B) a calculation of the Aggregate Principal Balance that indicates whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition Specified Test Items and (C) a list of any Closing Date all Affiliate Participation Interests held by the Issuer as of on the Effective Date. If (i) the Issuer provides the Effective Date Accountants' AUP Reports to the Collateral Administrator with the results of the Specified Test Items, (ii) the Issuer causes the Collateral Administrator to provide to S&P the Effective Date Report and such report does not indicate the failure to satisfy any component of the Specified Test Items, (iii) the results of the Specified Test Items set forth in the Effective Date Report conform to the results set forth in the Effective Date Accountants' AUP Reports, (iv) the S&P CDO Monitor Test is satisfied, (v) the S&P Effective Date Adjustments have been made and (vi) the Issuer or the Collateral Administrator on behalf of the Issuer has provided to S&P the Effective Date Report and the Excel Default Model Input File used to determine that the S&P CDO Monitor Test is satisfied, then a written confirmation from S&P of its Initial Rating of each Class of Notes shall be deemed to have been provided (the "S&P Effective Date Condition"). If the S&P Effective Date Condition has not been satisfied, the Issuer shall request such written confirmation from S&P. For the avoidance of doubt, the Effective Date Report shall not include or refer to the Effective Date Accountants’ Report ' AUP Reports and, the Issuer and no Accountants’ Report the Portfolio Manager shall be not disclose to any Person (including a Holder) any information, documents or reports provided to it by such firm of Independent accountants, other than as required by a court of competent jurisdiction or as otherwise shared with the Rating Agency. (d) required by applicable legal or regulatory process. In accordance with SEC Release No. 34-34- 72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Accountants' Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, will be provided by the Independent accountants to the Issuer who will post such Form 15-15- E, except for the redaction of any sensitive information, on the 17g-5 Website. Copies of the Accountants’ Effective Date Accountants' Recalculation AUP Report or any other accountants’ agreed-upon procedures report provided by the Independent accountants to the Issuer, Trustee, Collateral Issuer or Portfolio Manager or Collateral Administrator will not be provided to any other party including the Rating Agency (other than or posted on the 17g-5 Website, except as provided set forth in this paragraph or in an access letter between such Person and the Independent accountants. Upon receipt of the Effective Date Report, the Collateral Trustee (if not the same Person as the Collateral Administrator) shall compare the information contained in such Effective Date Report to the information contained in its records with respect to the Assets and shall, within three Business Days after receipt of such Effective Date Report, notify the Issuer, the Collateral Administrator, the Rating Agency and the Portfolio Manager if the information contained in the Effective Date Report does not conform to the information maintained by the Collateral Trustee with respect to the Assets. If any discrepancy exists, the Collateral Trustee and the Issuer, or the Portfolio Manager on behalf of the Issuer, shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Collateral Trustee shall within five Business Days of its initial notice to the Issuer, Collateral Administrator, Rating Agency and the Portfolio Manager of the discrepancy notify the Portfolio Manager who shall, on behalf of the Issuer, request that the Independent accountants selected by the Issuer pursuant to Section 10.9 perform agreed-upon procedures on the Effective Date Report and the Collateral Trustee's records to determine the cause of such party)discrepancy. If such procedures reveals an error in the Effective Date Report or the Collateral Trustee's records, the Effective Date Report or the Collateral Trustee's records shall be revised accordingly and notice of any error in the Effective Date Report shall be sent as soon as practicable by the Issuer to all recipients of such report. (e) If (1) If, by the Determination Date relating to the first Quarterly Payment Date, the Effective Date S&P Conditions have Ratings Confirmation has not been satisfied prior to the date that is thirty obtained (30) days after the an "Effective Date or (2) S&P has not provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating of the Secured Debt rated by S&P by the date thirty (30) Business Days following the Effective DateFailure"), then the Issuer (or the Collateral Manager Portfolio Manager, on behalf of the Issuer’s behalf) , shall request S&P to provide written confirmation of its Initial Rating of the Secured Debt rated by S&P (which may take the form of a press release or other written communication). In such case, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt on or prior to the Determination Date immediately preceding the first Payment Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Collateral Trustee in writing prior to the related Determination Date transfer amounts from the Interest Collection Subaccount Ramp-Up Account to the Collection Account as Principal Collection Subaccount and may, prior Proceeds or apply Interest Proceeds to the first Payment Date, use such funds on behalf of the Issuer for the purchase of additional Collateral Obligations until such time as S&P has provided written confirmation of its Initial Rating of or make payments on the Secured Debt Notes in an amount sufficient to obtain the Effective Date Ratings Confirmation (provided that that, the amount of such transfer would not result in a default in the payment of an inability to pay interest with respect to the Class A A-1 Debt or the Class B NotesA-2 Debt); provided that that, in lieu of complying with this clause (e)the alternative, the Issuer (or the Collateral Portfolio Manager on behalf of the Issuer’s behalf) Issuer may take such other action, including but not limited to, a Special Redemption and/or Redemption, transferring amounts from the Interest Collection Subaccount Ramp-Up Account to the Principal Collection Subaccount Account as Principal Proceeds or applying Interest Proceeds (for use in a Special Redemption), sufficient to enable obtain the Issuer (Effective Date Ratings Confirmation. Notwithstanding the foregoing, if an Effective Date Rating Failure occurs and the Portfolio Manager reasonably believes that it shall obtain the Effective Date Ratings Confirmation without the use of Interest Proceeds to acquire additional Collateral Obligations or to effect a Special Redemption, the Collateral Portfolio Manager may elect to retain some or all of the Interest Proceeds otherwise available for such purposes in the Collection Account for distribution as Interest Proceeds on the Issuer’s behalf) to obtain written confirmation of its Initial Rating of the Secured Debt from S&P.second Quarterly Payment Date. (f) U.S.$25,000,000 of the net proceeds of the issuance of the Notes and incurrence of the Class A Loans will be deposited in the Ramp-Up Account on the Closing Date. At the direction The failure of the Issuer (to satisfy the requirements of this Section 7.18 shall not constitute an Event of Default unless such failure would otherwise constitute an Event of Default under Section 5.1(d) hereof and the Issuer, or the Collateral Portfolio Manager acting on behalf of the Issuer), the Collateral Trustee shall apply amounts held has acted in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c)bad faith. (g) [Reserved]On or prior to the Effective Date, the Portfolio Manager shall elect the Weighted Average S&P Recovery Rate that will apply during the pendency of an S&P CDO Monitor Model Election Period for purposes of determining compliance with the Minimum Weighted Average S&P Recovery Rate Test, by written notice to the Collateral Trustee, the Loan Agent, the Collateral Administrator and S&P. Thereafter, at any time during the pendency of any S&P CDO Monitor Election Period, by written notice to the Collateral Trustee, the Collateral Administrator and S&P, the Portfolio Manager may elect a different Weighted Average S&P Recovery Rate to apply to the Collateral Obligations during the pendency of any S&P CDO Monitor Election Period; provided, that, if: (i) the Collateral Obligations are currently in compliance with the Weighted Average S&P Recovery Rate case then applicable to the Collateral Obligations, but the Collateral Obligations would not be in compliance with the Weighted Average S&P Recovery Rate case to which the Portfolio Manager desires to change, then such changed case will not apply or (ii) the Collateral Obligations are not currently in compliance with the Weighted Average S&P Recovery Rate case then applicable to the Collateral Obligations and would not be in compliance with any other Weighted Average S&P Recovery Rate case, the Weighted Average S&P Recovery Rate to apply to the Collateral Obligations shall be the lowest Weighted Average S&P Recovery Rate in Schedule 5. If the Portfolio Manager does not so notify the Collateral Trustee and the Collateral Administrator that it will alter the Weighted Average S&P Recovery Rate in the manner set forth above, the Weighted Average S&P Recovery Rate chosen on or prior to the Effective Date will continue to apply. (h) Compliance with the S&P CDO Monitor Test will be measured only during the Reinvestment Period and shall be measured by the Portfolio Manager on each Measurement Date; provided that on each Measurement Date after the Effective Date and after receipt by the Issuer of the S&P CDO Monitor, the Portfolio Manager shall provide to the Collateral Administrator a report on the portfolio of Collateral Obligations containing such information as is reasonably necessary to permit the Collateral Administrator to calculate the Class Default Differential with respect to the Highest Ranking S&P Class on such Measurement Date. In the event that the Portfolio Manager's measurement of compliance and the Collateral Administrator's measurement of compliance show different results, the Portfolio Manager and the Collateral Administrator shall cooperate promptly in order to reconcile such discrepancy.

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 20, 2019the Effective Date, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test Tests and the Coverage Tests. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use the following funds to purchase additional Collateral Obligations as followsin the following order: (i) to pay for the principal portion of any Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or Account, and second, any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or and second, any Principal Proceeds on deposit in the Collection Account at Account. In addition, the discretion of Issuer will use commercially reasonable efforts to acquire such Collateral Obligations that will satisfy, on the Effective Date, the Concentration Limitations, the Collateral ManagerQuality Tests and each Overcollateralization Ratio Test. (c) Within thirty (30) 30 calendar days after the Effective Date (but in any event, prior to the Determination Date relating to the second Payment Date), the Issuer shall provide, or (at the Issuer’s expense) cause the Collateral Manager to provide, the following documents: (i) the Issuer shall provide to the Collateral Manager and the Collateral Trustee, an Accountants’ Report: (x) confirming the identity of the issuer (it being understood that the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers), principal balance, coupon/spread, stated maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein (such report, the “Accountants’ Effective Date Comparison AUP Report”) and (y) recalculating and comparing as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of the Effective Date Tested Items and specifying the procedures undertaken by them to review data and computations relating to such report (the “Accountants’ Effective Date Recalculation AUP Report”), and (ii) the Issuer shall cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ ▇), a report identifying Collateral Obligations and a Microsoft Excel file (“Excel Default Model Input File”) that provides all of the inputs required to determine whether the S&P CDO Monitor Test has been satisfied and the Collateral Manager shall provide a Microsoft Excel file including, at a minimum, the following data with respect to each Collateral Obligation: LoanX identification number, CUSIP number (if any), name of Obligor, coupon, spread (if applicable), Benchmark floor (if any), legal final maturity date, average life, outstanding principal balance, Principal Balance, identification as a Cov-Lite Loan or otherwise, identification as a First-Lien Last-Out Loan or otherwise, settlement date, the purchase price with respect to any Collateral Obligation the purchase of which has not settled, S&P Industry Classification and S&P Recovery Rate, and requesting that S&P reaffirm its Initial Ratings of the Secured Notes; (ii) to the Trustee and the Rating Agency (via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇) a report, prepared by the Collateral Administrator pursuant to the Collateral Administration Agreement (the “Effective Date Report”), determined (A) setting forth the issuer, principal balance, coupon/spread, Stated Maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and (B) calculating as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of (1) each Overcollateralization Ratio Test, (2) the Collateral Quality Tests (excluding the S&P CDO Monitor Test), (3) the Concentration Limitations and (4) the Target Initial Par Condition; (iii) to the Trustee and the Collateral Manager, (A) an Accountants’ Report comparing, as of the Effective Date, containing the issuer, Principal Balance, coupon/spread, stated maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation by reference to such sources as shall be specified therein (Asuch report, the “Accountants’ Effective Date Comparison AUP Report”) the information required in a Monthly Report, and (B) a calculation an Accountants’ Report performing agreed upon procedures as of the Aggregate Principal Balance that indicates Effective Date including recalculating and comparing the following items in the Effective Date Report: (1) each Overcollateralization Ratio Test, the Collateral Quality Tests (excluding the S&P CDO Monitor Test) and the Concentration Limitations, and (2) whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition is satisfied (such report, the “Accountants’ Effective Date Recalculation AUP Report” and together with the Accountants’ Effective Date Comparison AUP Report, the “Accountants’ Effective Date AUP Reports”), with both Accountants’ Effective Date AUP Reports containing a statement specifying the procedures undertaken by them to review data and computations relating to such Accountants’ Effective Date AUP Reports; and (iv) to the Trustee and the Rating Agency (via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇) an Officer’s certificate of the Issuer (the “Effective Date Certificate”) certifying as to the level of compliance with, or satisfaction or non-satisfaction of, (1) each Overcollateralization Ratio Test, (2) the Collateral Quality Tests (excluding the S&P CDO Monitor Test), (3) the Concentration Limitations, and (C4) a list of any Closing Date Participation Interests held by the Issuer Target Initial Par Condition, in each case, as of the Effective Date. . (d) For the avoidance of doubt, the Effective Date Certificate and the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) Effective Date AUP Reports. In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, will be provided by the Independent accountants to the Issuer and Information Agent who will post forward such Form 15-E, except E for the redaction of any sensitive information, posting on the 17g-5 Issuer’s Website. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ agreed upon procedures report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager or Collateral Administrator Issuer will not be provided to any other party including the Rating Agency or posted on the Issuer’s Website (other than as provided in an any access letter between such Person and the accountants and such partyaccountants). (e) If If, by the Determination Date relating to the second Payment Date, (1) the Effective Date S&P Conditions have not been satisfied prior to the date that is thirty (30) days after the Effective Date or (2) S&P has not provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating Ratings of the Secured Debt rated by Notes or (2) there has occurred no S&P by the date thirty Deemed Rating Confirmation as described below (30) Business Days following the Effective Datean “S&P Rating Confirmation Failure”), then the Issuer (or the Collateral Manager Manager, on behalf of the Issuer’s behalf) , shall request S&P to provide written confirmation of its Initial Rating of the Secured Debt rated by S&P (which may take the form of a press release or other written communication). In such case, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt on or prior to the Determination Date immediately preceding the first Payment Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Collateral Trustee in writing to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount (and may, prior to the first Payment Date, use with such funds on behalf of the Issuer for the shall purchase of additional Collateral Obligations until such time as Obligations) in an amount sufficient to obtain from S&P has provided written a confirmation of its Initial Rating Ratings of the Secured Debt Notes (provided that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt or the Class B Notes); provided that that, in lieu of complying with this clause (e)the alternative, the Issuer (or the Collateral Manager on behalf of the Issuer’s behalf) Issuer may take such other action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special Redemption), sufficient to enable obtain from S&P a confirmation of its Initial Ratings of the Secured Notes. (f) If S&P has not provided written confirmation of its initial ratings of the Secured Notes within 30 calendar days after the Effective Date and (w) the Issuer causes the Collateral Manager to provide to S&P the Effective Date Report and the Effective Date Report confirms satisfaction of the S&P CDO Monitor Test as of the Effective Date, (x) the Collateral Manager certifies to S&P (which confirmation may be in the form of an email) that as of the Effective Date the S&P CDO Monitor Test is satisfied (testing as though an S&P CDO Formula Election Period were in effect and taking into account the S&P CDO Monitor Non-Model Adjustments described below) and (y) the Collateral Manager provides to S&P an electronic copy of the Current Portfolio used to generate the passing test result, then a written confirmation from S&P of its initial ratings of the Secured Notes will be deemed to have been provided (an “S&P Deemed Rating Confirmation”); provided that, for purposes of determining compliance with the S&P CDO Monitor Test in connection with such Effective Date Report, the Aggregate Funded Spread will be calculated without giving effect to the proviso to clause (a) of the definition of “Aggregate Funded Spread” and by assuming that any Collateral Obligation subject to a Benchmark floor bears interest at a rate equal to the stated interest rate spread over the Benchmark-based index for such Collateral Obligation (the “S&P CDO Monitor Non-Model Adjustments”). (g) The failure of the Issuer to satisfy the requirements of this Section 7.19 will not constitute an Event of Default unless such failure constitutes an Event of Default under Section 5.1(d) hereof and the Issuer, or the Collateral Manager acting on behalf of the Issuer’s behalf) to obtain written confirmation of its Initial Rating of , has acted in bad faith. Of the Secured Debt from S&P. (f) U.S.$25,000,000 of the net proceeds of the issuance of the Notes which are not applied to pay for the purchase of Collateral Obligations purchased by the Issuer on or before the Closing Date (including, without limitation, repayment of any amounts borrowed by the Issuer in connection with the purchase of Collateral Obligations prior to the Closing Date) or to pay other applicable fees and incurrence of the Class A Loans expenses, funds will be deposited in the Ramp-Up Account on the Closing DateDate in the amounts specified in writing to the Trustee by the Issuer. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (g) [Reserved].

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 20November 15, 20192023, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test and the Coverage Tests. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use funds to purchase additional Collateral Obligations as follows: (i) to pay for the principal portion of any Collateral Obligation from any amounts on deposit in the Ramp-Up Account or any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from any amounts on deposit in the Ramp-Up Account or any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager. (c) Within thirty (30) days after the Effective Date, (i) the Issuer shall provide to the Collateral Manager and the Collateral Trustee, an Accountants’ Report: (x) confirming the identity of the issuer (it being understood that the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers), principal balance, coupon/spread, stated maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein (such report, the “Accountants’ Effective Date Comparison AUP Report”) and (y) recalculating and comparing as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of the Effective Date Tested Items and specifying the procedures undertaken by them to review data and computations relating to such report (the “Accountants’ Effective Date Recalculation AUP Report”), and (ii) the Issuer shall cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ ▇) a report (the “Effective Date Report”), determined as of the Effective Date, containing (A) the information required in a Monthly Report, (B) a calculation of the Aggregate Principal Balance that indicates whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition and (C) a list of any Closing Date Participation Interests held by the Issuer as of the Effective Date. For the avoidance of doubt, the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, in connection thereto will be provided by the Independent accountants to the Issuer who will post such Form 15-E, except for the redaction of any sensitive information, on the 17g-5 Website. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ report provided by the Independent accountants to the Issuer, Collateral Trustee, Collateral Manager or Collateral Administrator will not be provided to any other party including the Rating Agency (other than as provided in an access letter between the accountants and such party). (e) If (1) the Effective Date S&P Conditions have not been satisfied prior to the date that is thirty (30) days after the Effective Date or (2) S&P has not provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating of the Secured Debt rated by S&P by the date thirty (30) Business Days days following the Effective Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) shall request S&P to provide written confirmation of its Initial Rating of the Secured Debt rated by S&P (which may take the form of a press release or other written communication). In such case, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt on or prior to the Determination Date immediately preceding the first Payment Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Collateral Trustee to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount and may, prior to the first Payment Date, use such funds on behalf of the Issuer for the purchase of additional Collateral Obligations until such time as S&P has provided written confirmation of its Initial Rating of the Secured Debt (provided provided, that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt or the Class B Notes); provided that in lieu of complying with this clause (e), the Issuer (or the Collateral Manager on the Issuer’s behalf) may take such action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special RedemptionRedemption or to acquire additional Collateral Obligations), sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to obtain written confirmation of its Initial Rating of the Secured Debt from S&P. S&P. (f) U.S.$25,000,000 U.S.$41,232,767 of the net proceeds of the issuance of the Notes and the incurrence of the Class A A-1L Loans will be deposited in the Ramp-Up Account on the Closing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest Interest, if any, from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (g) [Reserved].

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 20, 2019the Effective Date, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test and the Coverage Tests. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use funds to purchase additional Collateral Obligations as followsin the following order: (i) to pay for the principal portion of any Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or Account, and second, any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or and second, any Principal Proceeds on deposit in the Collection Account at Account. In addition, the discretion of Issuer will use commercially reasonable efforts to acquire such Collateral Obligations that will satisfy, on the Effective Date, the Concentration Limitations, the Collateral ManagerQuality Test and each Overcollateralization Ratio Test. (c) Within thirty [Intentionally omitted.] (30d) days Unless clause (e) below is applicable, within 30 Business Days after the Effective Date (but in no event later than the Determination Date immediately preceding the first Payment Date), the Issuer will provide, or cause the Collateral Manager to provide, the following documents: (i) to Moody’s and the Issuer shall provide Trustee, a report identifying the Collateral Obligations, (ii) to Moody’s, the Effective Date Moody’s Report and (iii) to the Collateral Manager and the Collateral Trustee, an accountants’ certificate (the “Accountants’ Report: Certificate”) (xA) confirming recalculating and comparing the identity of the issuer (it being understood that the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers)obligor, outstanding principal balance, coupon/spread, stated maturity, S&P country of Domicile, ▇▇▇▇▇’▇ Rating and country of Domicile Moody’s Default Probability Rating with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein therein, (such report, the “Accountants’ Effective Date Comparison AUP Report”B) and (y) recalculating and comparing calculating as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of (1) the Effective Date Tested Items Target Initial Par Condition, (2) each Overcollateralization Ratio Test, (3) the Concentration Limitations and (4) the Collateral Quality Test; and (C) specifying the procedures undertaken by them to review data and computations relating to such report (the “Accountants’ Certificate. (e) If, prior to the date 30 Business Days after the Effective Date Recalculation AUP Report”(but in no event later than the Determination Date immediately preceding the first Payment Date), (x) the Trustee has not been provided with an Accountants’ Certificate indicating the level of compliance with, or satisfaction or non-satisfaction of Effective Date Specified Tested Items and Moody’s has not been provided with (i) a report identifying the Collateral Obligations and (ii) an Effective Date Moody’s Report or (y) the Issuer shall cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇’▇ Rating Condition is not satisfied (such occurrence constituting a report (the “Effective Date ReportMoody’s Ramp-Up Failure”), determined as of the Effective Date, containing ) then (A) the information required in a Monthly Report, (B) a calculation of the Aggregate Principal Balance that indicates whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition and (C) a list of any Closing Date Participation Interests held by the Issuer as of the Effective Date. For the avoidance of doubt, the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, will be provided by the Independent accountants to the Issuer who will post such Form 15-E, except for the redaction of any sensitive information, on the 17g-5 Website. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager or Collateral Administrator will not be provided to any other party including the Rating Agency (other than as provided in an access letter between the accountants and such party). (e) If (1) the Effective Date S&P Conditions have not been satisfied prior to the date that is thirty (30) days after the Effective Date or (2) S&P has not provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating of the Secured Debt rated by S&P by the date thirty (30) Business Days following the Effective Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) shall either (i) notify Moody’s that the Trustee has been provided with such Accountants’ Certificate and Moody’s has been provided with a report identifying the Collateral Obligations and an Effective Date Moody’s Report on or before the first Determination Date or (ii) request S&P Moody’s to provide written confirmation of confirm on or before the first Determination Date that Moody’s will not reduce or withdraw its Initial Rating Ratings of the Secured Debt rated Notes and (B) if, by S&P (which may take the form of a press release or other written communication). In such case, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt on or prior to the Determination Date immediately preceding the first Payment Determination Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) has not confirmed to Moody’s that the Trustee has been provided with such Accountants’ Certificate and Moody’s has been provided with a report identifying the Collateral Obligations and an Effective Date Moody’s Report or obtained the confirmation from Moody’s, each as described in the preceding clause (A) of this paragraph, the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Collateral Trustee to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount and may, prior to the first Payment Date, use such funds on behalf of the Issuer for the purchase of additional Collateral Obligations until in an amount sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to (i) confirm to Moody’s that the Trustee has been provided with such time as S&P Accountants’ Certificate and Moody’s has been provided with a report identifying the Collateral Obligations and an Effective Date Moody’s Report or (ii) obtain from Moody’s written confirmation of its Initial Rating Ratings of the Secured Debt (provided that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt or the Class B Notes); provided that that, in lieu of complying with this clause the preceding clauses (eA) and (B), the Issuer (or the Collateral Manager on the Issuer’s behalf) may take such action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special Redemption), sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to (1) confirm to Moody’s that the Trustee has been provided with such Accountants’ Certificate and Moody’s has been provided with a report identifying the Collateral Obligations and an Effective Date Moody’s Report or (2) obtain from Moody’s written confirmation of its Initial Rating Ratings of the Secured Debt Notes. Notwithstanding anything in this Indenture to the contrary, if the Issuer (or the Collateral Manager on the Issuer’s behalf) elects to direct a Special Redemption of the Notes pursuant to this clause (e), the Issuer may use amounts on deposit in the Principal Collection Subaccount to make such Special Redemption on any Business Day (other than a Payment Date) to the extent necessary to obtain from S&P.Moody’s its written confirmation of its Initial Ratings of the Notes (provided such confirmation is not required if the Effective Date Moody’s Condition has been satisfied). Payments made in respect of the Notes in connection with such Special Redemption shall be paid in accordance with the Note Payment Sequence. For the avoidance of doubt, such payments will be made without regard to the Priority of Payments. Amounts may not be transferred from the Interest Collection Subaccount to the Principal Collection Subaccount in connection with such a Special Redemption on a Business Day other than a Payment Date if, after giving effect to such transfer the amounts available pursuant to the Priority of Payments on the next succeeding Payment Date would be insufficient to pay the full amount of the accrued and unpaid interest on any Class of Notes on such next succeeding Payment Date. (f) U.S.$25,000,000 U.S.$99,922,407.94 of the net proceeds of the issuance of the Notes and incurrence of the Class A Loans will be deposited in the Ramp-Up Account on the Closing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (g) [Reserved].

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 20, 2019the Effective Date, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test Tests and the Coverage Tests. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use the following funds to purchase additional Collateral Obligations as followsin the following order: (i) to pay for the principal portion of any Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or Account, and second, any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or and second, any Principal Proceeds on deposit in the Collection Account at Account. In addition, the discretion of Issuer will use commercially reasonable efforts to acquire such Collateral Obligations that will satisfy, on the Effective Date, the Concentration Limitations, the Collateral ManagerQuality Tests and each Overcollateralization Ratio Test. (c) Within thirty (30) days 30 Business Days after the Effective Date (but in any event, prior to the Determination Date relating to the first Payment Date after the Closing Date), the Issuer shall provide, or (at the Issuer's expense) cause the Collateral Manager to provide, the following documents: (i) the Issuer shall provide to the Collateral Manager and the Collateral Trustee, an Accountants’ Report: (x) confirming the identity of the issuer (it being understood that the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers), principal balance, coupon/spread, stated maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein (such report, the “Accountants’ Effective Date Comparison AUP Report”) and (y) recalculating and comparing as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of the Effective Date Tested Items and specifying the procedures undertaken by them to review data and computations relating to such report (the “Accountants’ Effective Date Recalculation AUP Report”), and (ii) the Issuer shall cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, via email to ▇C▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ ▇), a report identifying Collateral Obligations and a Microsoft Excel file ("Excel Default Model Input File") that provides all of the inputs required to determine whether the S&P CDO Monitor Test has been satisfied and the Collateral Manager shall provide a Microsoft Excel file including, at a minimum, the following data with respect to each Collateral Obligation: LoanX identification number, CUSIP number (if any), name of Obligor, coupon, spread (if applicable), Floating Rate Obligation Floor (if any), legal final maturity date, average life, outstanding principal balance, Principal Balance, identification as a Cov-Lite Loan or otherwise, identification as a First-Lien Last-Out Loan or otherwise, settlement date, the purchase price with respect to any Collateral Obligation the purchase of which has not settled, S&P Industry Classification and S&P Recovery Rate, and requesting that S&P reaffirm its Initial Ratings of the Secured Debt rated by it; (ii) to the Collateral Trustee and the Rating Agency (via email to C▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇) a report, prepared by the Collateral Administrator (the “"Effective Date Report”"), determined (A) setting forth the issuer, principal balance, coupon/spread, Stated Maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and (B) calculating as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of (1) each Overcollateralization Ratio Test, (2) the Collateral Quality Tests (excluding the S&P CDO Monitor Test), (3) the Concentration Limitations and (4) the Target Initial Par Condition; (iii) to the Collateral Trustee and the Collateral Manager, (A) an Accountants' Report comparing, as of the Effective Date, containing the issuer, Principal Balance, coupon/spread, stated maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation by reference to such sources as shall be specified therein (Asuch report, the "Accountants' Effective Date Comparison AUP Report") the information required in a Monthly Report, and (B) a calculation an Accountants' Report performing agreed upon procedures as of the Aggregate Principal Balance that indicates Effective Date including recalculating and comparing the following items in the Effective Date Report: (1) each Overcollateralization Ratio Test, the Collateral Quality Tests (excluding the S&P CDO Monitor Test) and the Concentration Limitations, and (2) whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition is satisfied (such report, the "Accountants' Effective Date Recalculation AUP Report" and together with the Accountants' Effective Date Comparison AUP Report, the "Accountants' Effective Date AUP Reports"), with both Accountants' Effective Date AUP Reports containing a statement specifying the procedures undertaken by them to review data and computations relating to such Accountants' Effective Date AUP Reports; and (iv) to the Collateral Trustee and the Rating Agency (via email to C▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇) an Officer's certificate of the Issuer (the "Effective Date Certificate") certifying as to the level of compliance with, or satisfaction or non-satisfaction of, (1) each Overcollateralization Ratio Test, (2) the Collateral Quality Tests (excluding the S&P CDO Monitor Test), (3) the Concentration Limitations, and (C4) a list of any Closing Date Participation Interests held by the Issuer Target Initial Par Condition, in each case, as of the Effective Date. If (w) the Issuer or the Collateral Manager, as the case may be, provides the foregoing Accountants' Effective Date AUP Reports to the Collateral Trustee with the results of the items set forth in subclause (ii)(B) above, and such results do not indicate any failure of any such tested item, (x) the Issuer delivers the Effective Date Certificate to the Collateral Trustee and the Rating Agency and causes the Collateral Administrator to make available to the Rating Agency (i) a report identifying the Collateral Obligations, (ii) the Effective Date Report, and such Effective Date Certificate and Effective Date Report indicates satisfaction of the S&P CDO Monitor Test as of the Effective Date, (y) the Collateral Manager certifies to S&P (which may be in the form of an e-mail) that as of the Effective Date the S&P CDO Monitor Test is satisfied (testing as though an S&P CDO Formula Election Period were in effect and taking into account the S&P CDO Monitor Non-Model Adjustments) and (z) the Collateral Manager provides to S&P an electronic copy of the Current Portfolio used to generate the passing test result, a written confirmation from S&P of its Initial Ratings of the Secured Debt rated by it shall be deemed to have been provided (the "Effective Date Condition"). For the avoidance of doubt, the Effective Date Certificate and the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) ' Effective Date AUP Reports. In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ ' Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, will be provided by the Independent accountants to the Issuer and Information Agent who will post forward for posting such Form 15-E, except for the redaction of any sensitive information, E on the 17g-5 Issuer's Website. Copies of the Accountants’ ' Effective Date Recalculation AUP Report or any other accountants’ agreed upon procedures report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager or Collateral Administrator Issuer will not be provided to any other party including the Rating Agency or posted on the Issuer's Website (other than as provided in an any access letter between such Person and the accountants and such partyaccountants). (ed) If If, by the Determination Date relating to the first Payment Date after the Closing Date (1) unless the Effective Date S&P Conditions have not been satisfied prior to the date that Condition is thirty (30) days after the Effective Date or (2satisfied) S&P has not provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating Ratings of the Secured Debt rated by S&P by the date thirty (30) Business Days following the Effective Dateit, then the Issuer (or the Collateral Manager Manager, on behalf of the Issuer’s behalf) , shall request S&P to provide written confirmation of its Initial Rating of the Secured Debt rated by S&P (which may take the form of a press release or other written communication). In such case, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt on or prior to the Determination Date immediately preceding the first Payment Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Collateral Trustee in writing to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount (and may, prior to the first Payment Date, use with such funds on behalf of the Issuer for the shall purchase of additional Collateral Obligations until such time as Obligations) in an amount sufficient to obtain from S&P has provided written a confirmation of its Initial Rating Ratings of the Secured Debt rated by it (provided that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A A-1 Debt, the Class A-2 Debt or the Class B NotesDebt); provided that that, in lieu of complying with this clause (e)the alternative, the Issuer (or the Collateral Manager on behalf of the Issuer’s behalf) Issuer may take such other action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special Redemption), sufficient to enable obtain from S&P a confirmation of its Initial Ratings of the Secured Debt rated by it. (e) The failure of the Issuer (to satisfy the requirements of this Section 7.18 will not constitute an Event of Default unless such failure constitutes an Event of Default under Section 5.1(d) hereof and the Issuer, or the Collateral Manager acting on behalf of the Issuer’s behalf) to obtain written confirmation of its Initial Rating of , has acted in bad faith. Of the Secured Debt from S&P. (f) U.S.$25,000,000 of the net proceeds of the issuance of the Notes and incurrence Debt which are not applied to pay for the purchase of Collateral Obligations acquired by the Class A Loans Issuer on the Closing Date an amount equal to U.S.$160,590,909.88 will be deposited in the Ramp-Up Account on the Closing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (g) [Reserved].

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 20, 2019the Effective Date, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test and the Class C Coverage Tests. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use funds to purchase additional Collateral Obligations as follows: (i) to pay for the principal portion of any Collateral Obligation from any amounts on deposit in the Ramp-Up Account or any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from any amounts on deposit in the Ramp-Up Account or any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager. (c) Within thirty (30) days after the Effective Date, (i) the Issuer shall provide to the Collateral Manager and the Collateral Trustee, an Accountants’ Report: (x) confirming the identity of the issuer (it being understood that the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers), principal balance, coupon/spread, stated maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein (such report, the “Accountants’ Effective Date Comparison AUP Report”) and (y) recalculating and comparing as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of the Effective Date Tested Items and specifying the procedures undertaken by them to review data and computations relating to such report (the “Accountants’ Effective Date Recalculation AUP Report”), and (ii) the Issuer shall cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ ▇) a report (the “Effective Date Report”), determined as of the Effective Date, containing (A) the information required in a Monthly Report, (B) a calculation of the Aggregate Principal Balance that indicates whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition and (C) a list of any Closing Date Participation Interests held by the Issuer as of the Effective Date. For the avoidance of doubt, the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, will be provided by the Independent accountants to the Issuer who will post such Form 15-E, except for the redaction of any sensitive information, on the 17g-5 Website. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager or Collateral Administrator will not be provided to any other party including the Rating Agency (other than as provided in an access letter between the accountants and such party). (e) If (1) the Effective Date S&P Conditions have not been satisfied prior to the date that is thirty (30) days after the Effective Date or (2) S&P has not provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating of the Secured Debt rated by S&P by the date thirty (30) Business Days following the Effective Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) shall request S&P to provide written confirmation of its Initial Rating of the Secured Debt rated by S&P (which may take the form of a press release or other written communication). In such case, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt on or prior to the Determination Date immediately preceding the first Payment Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Collateral Trustee to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount and may, prior to the first Payment Date, use such funds on behalf of the Issuer for the purchase of additional Collateral Obligations until such time as S&P has provided written confirmation of its Initial Rating of the Secured Debt (provided that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt or the Class B Notes); provided that in lieu of complying with this clause (e), the Issuer (or the Collateral Manager on the Issuer’s behalf) may take such action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special Redemption), sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to obtain written confirmation of its Initial Rating of the Secured Debt from S&P. (f) U.S.$25,000,000 of the net proceeds of the issuance of the Notes and incurrence of the Class A Loans will be deposited in the Ramp-Up Account on the Closing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (g) [Reserved].,

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 20July 6, 20192020, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test and the Coverage Tests. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use funds to purchase additional Collateral Obligations as follows: (i) to pay for the principal portion of any Collateral Obligation from any amounts on deposit in the Ramp-Up Account or any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from any amounts on deposit in the Ramp-Up Account or any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager. (c) Within thirty (30) days after the Effective Date, (i) the Issuer shall provide to the Collateral Manager and the Collateral Trustee, an Accountants’ Report: (x) confirming the identity of the issuer (it being understood that the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers), principal balance, coupon/spread, stated maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein (such report, the “Accountants’ Effective Date Comparison AUP Report”) and (y) recalculating and comparing as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of the Effective Date Tested Items and specifying the -108- procedures undertaken by them to review data and computations relating to such report (the “Accountants’ Effective Date Recalculation AUP Report”), and (ii) the Issuer shall cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ ▇) a report (the “Effective Date Report”), determined as of the Effective Date, containing (A) the information required in a Monthly Report, (B) a calculation of the Aggregate Principal Balance that indicates whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition and (C) a list of any Closing Date Participation Interests held by the Issuer as of the Effective Date. For the avoidance of doubt, the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, will be provided by the Independent accountants to the Issuer who will post such Form 15-E, except for the redaction of any sensitive information, on the 17g-5 Website. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager or Collateral Administrator will not be provided to any other party including the Rating Agency (other than as provided in an access letter between the accountants and such party). (e) If (1) the Effective Date S&P Conditions have not been satisfied prior to the date that is thirty (30) days after the Effective Date or (2) S&P has not provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating of the Secured Debt Notes rated by S&P by the date thirty (30) Business Days days following the Effective Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) shall request S&P to provide written confirmation of its Initial Rating of the Secured Debt Notes rated by S&P (which may take the form of a press release or other written communication). In such case, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt Notes on or prior to the Determination Date immediately preceding the first Payment Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Collateral Trustee to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount and may, prior to the first Payment Date, use such funds on behalf of the Issuer for the purchase of additional Collateral Obligations until such time as S&P has provided written confirmation of its Initial Rating of the Secured Debt Notes (provided that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt Notes or the Class B Notes); provided that in lieu of complying with this clause (e), the Issuer (or the Collateral Manager on the Issuer’s behalf) may take such action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special RedemptionRedemption or to acquire additional Collateral Obligations), sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to obtain written confirmation of its Initial Rating of the Secured Debt Notes from S&P. (f) U.S.$25,000,000 U.S.$258,000,000 of the net proceeds of the issuance of the Notes and incurrence of the Class A Loans will be deposited in the Ramp-Up Account on the Closing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (g) [Reserved].

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 20March 22, 20192024, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test and the Coverage Tests. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use funds to purchase additional Collateral Obligations as followsin the following order: (i) to pay for the principal portion of any Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or Account, and second, any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or and second, any Principal Proceeds on deposit in the Collection Account at Account. In addition, the discretion of Issuer will use commercially reasonable efforts to acquire such Collateral Obligations that will satisfy, on the Effective Date, the Concentration Limitations, the Collateral ManagerQuality Test and each Overcollateralization Ratio Test. (c) Within thirty (30) days 30 Business Days after the Effective Date (but in no event later than the Determination Date immediately preceding the first Payment Date), the Issuer (or the Collateral Manager on its behalf) shall provide, or cause the Collateral Manager to provide, the following documents (i) to the Rating Agency, a report (that the Issuer shall provide cause the Collateral Administrator to prepare on its behalf in accordance with, and subject to the terms of, the Collateral Manager Administration Agreement) identifying the Collateral Obligation; (ii) to the Rating Agency, the Trustee and the Collateral TrusteeManager, an Accountants’ Report: (x) confirming the identity of the issuer a report (it being understood that the same issuer may be referred Issuer shall cause the Collateral Administrator to differently due prepare on its behalf in accordance with, and subject to the use of abbreviations or shorthand references by different record keepers)terms of, the Collateral Administration Agreement) stating the following information (the “Effective Date Report”): (A) the Obligor, principal balance, coupon/spread, stated maturity, S&P Rating Rating, S&P Industry Classification Group and country of Domicile with respect to each Collateral Obligation as of the Effective Date and the substantially similar information provided by the Issuer with respect to every other asset included in the AssetsAssets (to the extent such asset is a security or a loan), by reference to such sources as shall be specified therein and (B) as of the Effective Date, the level of compliance with, and satisfaction or non-satisfaction of, (1) the Target Initial Par Condition, (2) each Overcollateralization Ratio Test, (3) the Concentration Limitations and (4) the Collateral Quality Test (excluding the S&P CDO Monitor Test) (the “Effective Date Tested Items”) and (y) a certificate of the Issuer (such reportcertificate, the “Effective Date Issuer Certificate”), certifying that the Issuer has received (A) an Accountants’ Report (the “Accountants’ Effective Date Comparison AUP Report”) recalculating and confirming the following items from the Effective Date Report: the Obligor, principal balance, coupon/spread, stated maturity, S&P Rating, S&P Industry Classification Group and country of Domicile with respect to each Collateral Obligation as of the Effective Date and substantially similar information provided by the Issuer with respect to every other asset included in the Assets (to the extent such asset is a security or a loan), by reference to such sources as will be specified therein and (yB) an Accountants’ Report (the “Accountants’ Effective Date Recalculation AUP Report”) recalculating and comparing as of the Effective Date the level of compliance with, or and satisfaction or non-satisfaction of of, the Effective Date Tested Items Items; and specifying (iii) to the procedures undertaken by them to review data Trustee and computations relating to such report (the “Collateral Manager, the Accountants’ Effective Date Recalculation AUP Report”), and (ii) Reports. If the Issuer shall cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ a report (the “S&P Effective Date Report”)Condition is satisfied, determined as written confirmation from S&P of its Initial Rating of the Effective Date, containing (A) the information required in a Monthly Report, (B) a calculation of the Aggregate Principal Balance that indicates whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition and (C) a list of any Closing Date Participation Interests held by the Issuer as of the Effective Date. For the avoidance of doubt, the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report Secured Debt shall be provided deemed to or otherwise shared with the Rating Agencyhave been provided. (d) In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, will be provided by the Independent accountants to the Issuer who will post such Form 15-E, except for the redaction of any sensitive information, on the 17g-5 Website. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager or Collateral Administrator will not be provided to any other party including the Rating Agency (other than as provided in an access letter between the accountants and such party). Upon receipt of the Effective Date Report, the Collateral Manager shall compare the information contained in such Effective Date Report to the information contained in its records with respect to the Assets and shall, within three Business Days after receipt of such Effective Date Report, notify the Issuer, the Collateral Administrator, the Rating Agency and the Trustee if the information contained in the Effective Date Report does not conform to the information maintained by the Trustee with respect to the Assets. In the event that any discrepancy exists, the Trustee and the Issuer, or the Collateral Manager on behalf of the Issuer, shall attempt to resolve the discrepancy. If such discrepancy cannot be promptly resolved, the Trustee shall within five Business Days notify the Collateral Manager who shall, on behalf of the Issuer, request that the Independent accountants selected by the Issuer pursuant to Section 10.10 perform agreed-upon procedures on the Effective Date Report, the Collateral Manager’s records and the Trustee’s and/or the Collateral Administrator’s records to assist the Collateral Manager and the Trustee in determining the cause of such discrepancy. If such procedures reveal an error in the Effective Date Report, the Collateral Manager’s records or the Trustee’s and/or the Collateral Administrator’s records, the Effective Date Report, the Collateral Manager’s records, the Trustee’s records and/or the Collateral Administrator’s records, as applicable, will be revised accordingly and notice of any error in the Effective Date Report shall be sent as soon as practicable by the Issuer to all recipients of such report. (e) If If, within 30 Business Days after the Effective Date, (1) the S&P Effective Date S&P Conditions have Condition has not been satisfied prior to the date that is thirty (30) days after the Effective Date or and (2) S&P has not provided written confirmation (which may take the form of a press release or other written communicationcommunication or may be deemed provided under Section 7.18 above) of its Initial Rating assigned by it on the Closing Date to each Class of the Secured Debt rated by it (the failure to satisfy clauses (1) and (2), an “S&P by the date thirty (30) Business Days following the Effective Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) shall request S&P to provide written confirmation of its Initial Rating of the Secured Debt rated by S&P (which may take the form of a press release or other written communicationConfirmation Failure”). In such case, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt on or prior to the Determination Date immediately preceding the first Payment Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Collateral Trustee to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount and maythe Issuer (or the Collateral Manager on its behalf) may direct the Trustee, prior to the first Payment Date, to use such funds on behalf of the Issuer for the purchase of additional Collateral Obligations until such time as S&P has provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating of the Secured Debt (provided that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt or the Class B Notes)Rating; provided that in lieu of complying with this clause (e)the foregoing, the Issuer (or the Collateral Manager on the Issuer’s behalf) may take such action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special Redemption), sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to obtain written confirmation (which may take the form of a press release or other written communication) from S&P of its Initial Rating Rating; provided further that amounts may not be transferred from the Interest Collection Subaccount to the Principal Collection Subaccount if, after giving effect to such transfer, (I) the amounts available pursuant to the Priority of Payments on the next succeeding Payment Date would be insufficient to pay in the full amount of the accrued and unpaid interest on any Class of Secured Debt from S&P.on such next succeeding Payment Date or (II) such transfer would result in a deferral of interest with respect to the Deferrable Debt on the next succeeding Payment Date. (f) U.S.$25,000,000 of The Issuer hereby directs the net proceeds of Trustee to deposit the issuance of amount specified in the Notes and incurrence of the Class A Loans will be deposited in Closing Date Certificate to the Ramp-Up Account on the Closing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Account shall be used to purchase additional Collateral Obligations and Principal Financed Accrued Interest from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (g) [Reserved]Within 30 Business Days after the Effective Date, the Issuer (or the Collateral Manager on its behalf) shall provide, or cause the Collateral Administrator to provide, to S&P, a Microsoft Excel file (“Excel Default Model Input File”) that provides all of the inputs required to determine whether the S&P CDO Monitor Test has been satisfied and the Collateral Administrator shall provide a Microsoft Excel file including, at a minimum, the following data with respect to each Collateral Obligation: CUSIP number (if any), LoanX ID (if any), name of Obligor, coupon, spread (if applicable), Reference Rate floor (if any), legal final maturity date, average life, Principal Balance, identification as a Cov-Lite Loan or otherwise, trade date and settlement date, S&P Industry Classification Group, S&P Rating, S&P Recovery Rate and the purchase price of assets purchased by the Issuer that have not settled as of such date. (h) If, following the Effective Date, either (i) S&P provides written confirmation of its Initial Rating or (ii) during an S&P CDO Monitor Formula Election Period (if the Issuer has satisfied the S&P Effective Date Condition), the S&P CDO Monitor Test is satisfied, then the Issuer shall be under no obligation to transfer (or cause the transfer of) Interest Proceeds to the Collection Account as Principal Proceeds or to effect a Special Redemption (subject to satisfaction of the S&P Effective Date Condition). (i) On or prior to the Effective Date, the Collateral Manager shall elect the Weighted Average S&P Recovery Rate that will apply during an S&P CDO Monitor Model Election Period for purposes of determining compliance with the Minimum Weighted Average S&P Recovery Rate Test, by written notice to the Trustee, the Collateral Administrator and S&P. Thereafter, at any time during any S&P CDO Monitor Model Election Period, by written notice to the Trustee, the Collateral Administrator and S&P, the Collateral Manager may elect a different Weighted Average S&P Recovery Rate to apply to the Collateral Obligations; provided, that, if: (i) the Collateral Obligations are currently in compliance with the Weighted Average S&P Recovery Rate case then applicable to the Collateral Obligations, but the Collateral Obligations would not be in compliance with the Weighted Average S&P Recovery Rate case to which the Collateral Manager desires to change, then such changed case will not apply or (ii) the Collateral Obligations are not currently in compliance with the Weighted Average S&P Recovery Rate case then applicable to the Collateral Obligations and would not be in compliance with any other Weighted Average S&P Recovery Rate case, the Weighted Average S&P Recovery Rate to apply to the Collateral Obligations shall be the lowest Weighted Average S&P Recovery Rate in Section 2 of Schedule 6. If the Collateral Manager does not so notify the Trustee and the Collateral Administrator that it will alter the Weighted Average S&P Recovery Rate in the manner set forth above, the Weighted Average S&P Recovery Rate chosen on or prior to the Effective Date will continue to apply. (j) Compliance with the S&P CDO Monitor Test will be measured only during the Reinvestment Period and shall be measured by the Collateral Manager on each Measurement Date; provided that on each Measurement Date after the Effective Date and after receipt by the Issuer of the S&P CDO Monitor Input File, the Collateral Manager shall provide to the Trustee and the Collateral Administrator a report on the portfolio of Collateral Obligations containing such information as is reasonably necessary to permit the Collateral Administrator to calculate the Class Default Differential with respect to the Highest Ranking Class on such Measurement Date. In the event that the Collateral Manager’s measurement of compliance and the Collateral Administrator’s measurement of compliance show different results, the Collateral Manager and the Collateral Administrator shall cooperate promptly in order to reconcile such discrepancy. (k) The failure of the Issuer to satisfy the requirements of this Section 7.18 will not constitute an Event of Default unless such failure constitutes an Event of Default under Section 5.1(d) hereof and the Issuer, or the Collateral Manager acting on behalf of the Issuer, has acted in bad faith.

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 20October 15, 20192025, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test and the Coverage Tests. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use funds to purchase additional Collateral Obligations as followsin the following order: (i) to pay for the principal portion of any Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Ramp- 158 Up Account or Account, and second, any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or and second, any Principal Proceeds on deposit in the Collection Account at Account. In addition, the discretion of Issuer will use commercially reasonable efforts to acquire such Collateral Obligations that will satisfy, on the Effective Date, the Concentration Limitations, the Collateral ManagerQuality Test and each Overcollateralization Ratio Test. (c) Within thirty (30) days 30 Business Days after the Effective Date (but in no event later than the Determination Date immediately preceding the first Payment Date), (i) the Issuer shall provide to will provide, or cause the Collateral Manager and to provide, to the Collateral Trustee, an Accountantsaccountants’ Reportreport: (x) confirming the identity of the issuer obligor (it being understood that the same issuer obligor may be referred to differently due to the use of abbreviations or shorthand references by different record keepers), principal balance, coupon/spread, stated maturity, S&P Rating, Fitch Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein (such report, the “Accountants’ Effective Date Comparison AUP Report”) and (y) recalculating and comparing as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of the Effective Date Specified Tested Items and specifying the procedures undertaken by them to review data and computations relating to such report (the “Accountants’ Effective Date Recalculation AUP Report”), and (ii) the Issuer shall will cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ Agencies a report (the “Effective Date Report”), determined as of the Effective Date, containing (A) the information required in a Monthly Report, (B) the results of calculations indicating satisfaction of the Effective Date Specified Tested Items and (C) a calculation of the Aggregate Principal Balance that indicates whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition and (C) a list of any Closing Date Participation Interests held by the Issuer as of the Effective DateCondition. For the avoidance of doubt, the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. Agencies. (d) In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, will be provided by the Independent accountants to the Issuer who will post such Form 15-E, except for the redaction of any sensitive information, on the 17g-5 Website. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ report provided by the Independent accountants to the Issuer, the Trustee, the Loan Agent, the Collateral Manager or the Collateral Administrator will not be provided to any other party including the Rating Agency Agencies (other than as provided in an access letter between the accountants and such party). (e) If (1) the Effective Date S&P Conditions have not been satisfied prior to the date that is thirty (30) days after the Effective Date or (2) S&P has not provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating of the Secured Debt rated by S&P by the date thirty (30) Business Days following the Effective Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) shall request S&P to provide written confirmation of its Initial Rating of the Secured Debt rated by S&P (which may take the form of a press release or other written communication). In such case, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt on or prior to the Determination Date immediately preceding the first Payment Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Collateral Trustee to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount and may, prior to the first Payment Date, use such funds on behalf of the Issuer for the purchase of additional Collateral Obligations until such time as S&P has provided written confirmation of its Initial Rating of the Secured Debt (provided that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt or the Class B Notes); provided that in lieu of complying with this clause (e), the Issuer (or the Collateral Manager on the Issuer’s behalf) may take such action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special Redemption), sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to obtain written confirmation of its Initial Rating of the Secured Debt from S&P. (f) U.S.$25,000,000 of the net proceeds of the issuance of the Notes and incurrence of the Class A Loans will be deposited in the Ramp-Up Account on the Closing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (g) [Reserved].

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will If (and only if) Moody’s has provided an Initial Rating prior to the Determination Date in June, 2019 (the “Interim Date”), the Borrower shall use commercially reasonable efforts to purchase, on or before August 20, 2019the Effective Date, Collateral Obligations (i) such that the Target Initial Facility Par Condition is satisfied satisfied. In addition, if (and only if) the Initial Rating has been provided by Moody’s prior to the Interim Date, the Borrower (or the Collateral Manager on its behalf) shall prepare a written report, determined as of the Interim Date, setting forth the Aggregate Principal Balance of the Collateral Obligations, the Diversity Score, the Weighted Average M▇▇▇▇’▇ Rating Factor, the Weighted Average Spread and the Weighted Average Moody’s Recovery Rate. Such written report must be delivered to the Collateral Custodian and Moody’s within ten Business Days following the Interim Date; provided that no such report will be required if the Initial Rating has not been provided prior to the Interim Date. If Moody’s has provided an Initial Rating prior to the Interim Date, the Borrower shall also use commercially reasonable efforts to meet the following measures as of the Interim Date: (i) the Aggregate Principal Balance of the Collateral Obligations is greater than or equal to $40,000,000, (ii) that satisfythe Diversity Score is greater than or equal to 0, as of (iii) the Weighted Average M▇▇▇▇’▇ Rating Factor is less than or equal to 2800, (iv) the Weighted Average Spread is greater than or equal to 3.00% and (v) the Weighted Average Moody’s Recovery Rate greater than or equal to 45.00%. (b) Unless clause (c) below is applicable, and only if Moody’s has provided an Initial Rating at any time prior to the Effective Date, within 30 Business Days after the Effective Date, the Concentration LimitationsBorrower shall provide, or cause the Collateral Quality Test and Manager to provide the Coverage Tests. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use funds to purchase additional Collateral Obligations as followsfollowing documents: (i) to pay for the principal portion of any Collateral Obligation from any amounts on deposit in the Ramp-Up Account or any Principal Proceeds on deposit in the Collection Account at the discretion of Moody’s, a report prepared by the Collateral Manager Administrator in accordance with, and subject to the terms of, the Collateral Administration Agreement identifying the Collateral Obligations and, with respect to each Collateral Obligation, specifying (A) its identification number, LIBOR floor (if any) and classification as a First Lien Loan (or a Participation Interest therein), Second Lien Loan (or a Participation Interest therein), Senior Unsecured Loan (or a Participation Interest therein) or Subordinated Loan (or a Participation Interest therein), (B) its Principal Balance, (C) its M▇▇▇▇’▇ Market Value, (D) its Market Value and (E) the balance of each Account and (ii) to pay for accrued interest on any such Collateral Obligation from any amounts on deposit in the Ramp-Up Account or any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager. (c) Within thirty (30) days after the Effective DateCustodian, (i) the Issuer shall provide to the Collateral Manager and Moody’s, a report (prepared by the Collateral TrusteeAdministrator in accordance with, an Accountants’ Report: (x) confirming the identity of the issuer (it being understood that the same issuer may be referred to differently due and subject to the use of abbreviations or shorthand references by different record keepers)terms of, principal balancethe Collateral Administration Agreement) stating the following information (the “Effective Date Report”): (1) the Obligor, Principal Balance, coupon/spread, stated maturity, S&P Rating Moody’s Default Probability Rating, Moody’s Industry Classification Group and country of Domicile domicile with respect to each Collateral Obligation as of the Effective Date Date, and the substantially similar information provided by the Issuer Borrower with respect to every other asset included in the AssetsCollateral (to the extent such asset is a security or a Loan), by reference to such sources as shall be specified therein (such reporttherein, the “Accountants’ Effective Date Comparison AUP Report”) and (y2) recalculating and comparing as of the Effective Date Date, the level of compliance with, or and satisfaction or non-satisfaction of, (A) the Target Facility Par Condition, (B) each Coverage Test, (C) the Concentration Limits, (D) the Transaction Concentration Requirements, (E) the Collateral Quality Test, (F) the Advance Rate Test, (G) the Required Equity Investment and (H) the Market Value Ratio Test and (I) the Market Value Ratio Supplemental Margin Test (the tests reflected in the foregoing clauses (A) through (I) above, the “Effective Date Tests”). In connection with the Collateral Administrator’s preparation of the Effective Date Tested Items and specifying Report, the procedures undertaken by them Borrower (or the Collateral Manager on behalf of the Borrower) shall provide to review data and computations relating to such report (the “Accountants’ Effective Date Recalculation AUP Report”), and (ii) the Issuer shall cause the Collateral Administrator to compile and deliver to (upon its execution of an acknowledgment letter) an Accountants’ Report that recalculates the Rating Agency (information set forth in the case of delivery to S&PEffective Date Report (such Accountants’ Report, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ a report (the “Effective Date Accountants’ Report”), determined as . Upon receipt of the Effective DateDate Report, containing (A) the Collateral Custodian and the Collateral Manager shall each compare the information required contained in a Monthly such Effective Date Report to the information contained in their respective records with respect to the Collateral and shall, within three Business Days after receipt of such Effective Date Report, (B) a calculation notify such other party and the Borrower, the Collateral Administrator and Moody’s if the information contained in the Effective Date Report does not conform to the information maintained by the Collateral Custodian or the Collateral Manager, as the case may be. If any discrepancy exists, the Collateral Custodian and the Borrower, or the Collateral Manager on behalf of the Aggregate Principal Balance Borrower, shall attempt to resolve the discrepancy. If such discrepancy cannot be resolved within five Business Days after the delivery of such a notice of discrepancy, the Collateral Manager shall request that indicates whether the Aggregate Principal Balance equals Independent accountants selected by the Borrower pursuant to Section 5.1(g) perform agreed-upon procedures on the Effective Date Report and the Collateral Manager’s and Collateral Custodian’s records to determine the cause of such discrepancy. If such procedures reveal an error in the Effective Date Report or exceeds the Target Initial Par Amount in satisfaction of Collateral Manager’s or Collateral Custodian’s records, the Target Initial Par Condition Effective Date Report or the Collateral Manager’s or Collateral Custodian’s records will be revised accordingly and (C) a list notice of any Closing error in the Effective Date Participation Interests held Report shall be sent as soon as practicable by the Issuer as Borrower to all recipients of the Effective Datesuch report. For the avoidance of doubt, the Effective Date Report shall not include or refer to the Effective Date Accountants’ Report. (c) If Moody’s has provided an Initial Rating, and if (1) the Borrower or the Collateral Manager, as the case may be, has not provided to Moody’s both (A) an Effective Date Report that also confirms satisfaction of or compliance with the Target Facility Par Condition, each Coverage Test, the Concentration Limits, the Transaction Concentration Requirements and the Collateral Quality Test and (B) a certificate the “Effective Date Borrower Certificate” and together with the Effective Date report described in clause (A) above, a “Passing Report”) that (i) indicates the Borrower has received an Accountants’ Report that recalculates information set forth on the Effective Date Report, (ii) certifies, based on the information in such Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, will be provided by the Independent accountants to the Issuer who will post such Form 15-E, except for the redaction of any sensitive information, on the 17g-5 Website. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager or Collateral Administrator will not be provided to any other party including the Rating Agency (other than as provided in an access letter between the accountants and such party). (e) If (1) the Effective Date S&P Conditions have not been satisfied Report, that the information in the Effective Date Report is accurate in all material respects and (iii) attributes such conclusions from the foregoing review to the Borrower prior to the date that is thirty (30) days 30 Business Days after the Effective Date or (2) S&P the Rating Condition has not provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating of the Secured Debt rated by S&P by the date thirty (30) been satisfied within 30 Business Days following the Effective Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) shall request S&P to provide written confirmation of its Initial Rating of the Secured Debt rated by S&P (which may take the form of a press release or other written communication). In such casethen, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt on or prior to by the Determination Date immediately preceding the first Payment Date to occur more than 30 Business Days after the Effective Date, then the Issuer Borrower (or the Collateral Manager on the IssuerBorrower’s behalf) will has not provided a Passing Report to Moody’s or satisfied the Rating Condition, each as described in the preceding clauses (1) and (2) of this paragraph, the Borrower (or the Collateral Manager on the Borrower’s behalf) shall instruct the Collateral Trustee Custodian to transfer amounts from the Interest Collection Subaccount Account to the Principal Collection Subaccount Account and may, prior to the first Payment Date to occur more than 30 Business Days after the Effective Date, use such funds on behalf of the Issuer for the purchase of additional Collateral Obligations until such time as S&P has provided written confirmation of its Initial Rating of in an amount sufficient to enable the Secured Debt (provided that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt or the Class B Notes); provided that in lieu of complying with this clause (e), the Issuer Borrower (or the Collateral Manager on the IssuerBorrower’s behalf) to (i) provide a Passing Report to Moody’s or (ii) satisfy the Rating Condition; provided that, in lieu of complying with this Section 2.16(c), the Borrower (or the Collateral Manager on the Borrower’s behalf) may take such action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount Account to the Principal Collection Subaccount Account as Principal Proceeds Collections (for use in a Special Redemption), sufficient to enable the Issuer Borrower (or the Collateral Manager on the IssuerBorrower’s behalf) to obtain written confirmation of its Initial (1) provide to Moody’s a Passing Report or (2) satisfy the Rating of Condition; provided, further, that amounts may not be transferred from the Secured Debt from S&P. (f) U.S.$25,000,000 of the net proceeds of the issuance of the Notes and incurrence of the Class A Loans will be deposited in the Ramp-Up Account on the Closing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Interest Collection Account to purchase additional Collateral Obligations and the Principal Financed Accrued Interest from the Closing Date Collection Account if, after giving effect to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligationssuch transfer, such amounts shall be applied as described transfer would result in Section 10.3(c)a shortfall of interest with respect to the Funded Loans. (g) [Reserved].

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 20, 2019the Effective Date, Collateral Obligations (ia) such that the Target Initial Par Condition is satisfied and (iib) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test and the Coverage Tests. In addition, the Issuer (or the Collateral Manager on its behalf) shall prepare a written report, determined as of October 25, 2011 (the “First Interim Report Date”), setting forth the Aggregate Principal Balance of the Collateral Obligations, the Diversity Score, the Weighted Average ▇▇▇▇▇’▇ Rating Factor, the Weighted Average Floating Spread and the Weighted Average Moody’s Recovery Rate. Such written report shall be delivered to the Trustee, Moody’s and S&P within five Business Days of the First Interim Report Date. The Issuer will use commercially reasonable efforts to meet the following measures (collectively, the “First Interim Targets”) as of the First Interim Report Date: the Aggregate Principal Balance of the Collateral Obligations greater than or equal to $145,665,000, the Diversity Score greater than or equal to 15, the Weighted Average ▇▇▇▇▇’▇ Rating Factor less than or equal to 3800, the Weighted Average Floating Spread greater than or equal to 6.00% and the Weighted Average Moody’s Recovery Rate greater than or equal to 36.50%. Furthermore, the Issuer (or the Collateral Manager on its behalf) shall prepare another written report, determined as of the Payment Date occurring in January 2012 (the “Second Interim Report Date”), setting forth the Aggregate Principal Balance of the Collateral Obligations, the Diversity Score, the Weighted Average ▇▇▇▇▇’▇ Rating Factor, the Weighted Average Floating Spread and the Weighted Average Moody’s Recovery Rate. Such written report shall be delivered to the Trustee, Moody’s and S&P within five Business Days of the Second Interim Report Date. The Issuer will use commercially reasonable efforts to meet the following measures (collectively, the “Second Interim Targets”) as of the Second Interim Report Date: the Aggregate Principal Balance of the Collateral Obligations greater than or equal to $179,280,000, the Diversity Score greater than or equal to 17, the Weighted Average ▇▇▇▇▇’▇ Rating Factor less than or equal to 3950, the Weighted Average Floating Spread greater than or equal to 5.00% and the Weighted Average Moody’s Recovery Rate greater than or equal to 38.00%. For the avoidance of doubt, the Issuer shall have no obligation to satisfy the First Interim Targets and/or the Second Interim Targets following the Effective Date. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use the following funds to purchase additional Collateral Obligations as followsin the following order: (i) to pay for the principal portion of any Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or Account, and second, any Principal Proceeds on deposit in the Collection Account at (including proceeds deposited as a result of a failure to meet the discretion of the Collateral Manager Interest Diversion Test) and (ii) to pay for accrued interest on any such Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or and second, any Principal Proceeds on deposit in the Collection Account at (including proceeds deposited as a result of a failure to meet the discretion of Interest Diversion Test). In addition, the Issuer will use commercially reasonable efforts to acquire such Collateral Obligations that will satisfy, on the Effective Date, the Concentration Limitations, the Collateral ManagerQuality Test and the Overcollateralization Ratio Test. (c) Within thirty (30) days 10 Business Days after the Effective Date, the Issuer shall provide, or cause the Collateral Manager to provide, to S&P a Microsoft Excel file (“Excel Default Model Input File”) that provides all of the inputs required to determine whether the S&P CDO Monitor Test has been satisfied and the Collateral Manager shall provide a Microsoft Excel file including, at a minimum, the following data with respect to each Collateral Obligation: CUSIP number (if any), the LoanX ▇▇▇▇-It Partners identifier (if any), name of Obligor, coupon, spread (if applicable), legal final maturity date, average life, outstanding principal balance, Principal Balance, identification as a Cov-Lite Loan or otherwise, settlement date, S&P Industry Classification and S&P Recovery Rate. (d) Unless clause (e) below is applicable, within 30 Business Days after the Effective Date (but in no event later than the Determination Date occurring immediately after the Effective Date), the Issuer shall provide, or cause the Collateral Manager to provide, the following documents: (i) to each Rating Agency, a report identifying the Issuer shall provide Collateral Obligations and requesting that S&P reaffirm its Initial Ratings of the Secured Notes; and (ii) to the Collateral Manager Trustee and the Collateral Trusteeeach Rating Agency, an Accountants’ Report: Certificate (xA) confirming the identity of the issuer (it being understood that the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers)issuer, outstanding principal balance, coupon/spread, stated maturity, country of domicile, Moody’s Default Probability Rating and S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein therein, (such report, the “Accountants’ Effective Date Comparison AUP Report”B) and (y) recalculating and comparing calculating as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of (1) the Effective Date Tested Items Target Initial Par Condition, (2) the Overcollateralization Ratio Test, (3) the Concentration Limitations and (4) the Collateral Quality Test (excluding the S&P CDO Monitor Test); and (C) specifying the procedures undertaken by them to review data and computations relating to such report (the “Accountants’ Effective Date Recalculation AUP Report”), and (ii) the Issuer shall cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ a report (the “Effective Date Report”), determined as of the Effective Date, containing (A) the information required in a Monthly Report, (B) a calculation of the Aggregate Principal Balance that indicates whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition and (C) a list of any Closing Date Participation Interests held by the Issuer as of the Effective Date. For the avoidance of doubt, the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, will be provided by the Independent accountants to the Issuer who will post such Form 15-E, except for the redaction of any sensitive information, on the 17g-5 Website. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager or Collateral Administrator will not be provided to any other party including the Rating Agency (other than as provided in an access letter between the accountants and such party)Certificate. (e) (x) If (1) the Effective Date Issuer or the Collateral Manager, as the case may be, has not provided to Moody’s an Accountants’ Certificate that shows that the Target Initial Par Condition was satisfied, the Overcollateralization Ratio Test was satisfied, the Concentration Limitations were complied with and the Collateral Quality Test (excluding the S&P Conditions have not been CDO Monitor Test) was satisfied (such an Accountants’ Certificate, a “Passing Accountants’ Certificate”) on or prior to the date that is thirty (30) days after the Effective Date or (2) S&P has not provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating any of the Secured Debt rated by S&P by the date thirty tests referred to in Section 7.18(d)(ii)(B) above are not satisfied (30(1) Business Days following the Effective Dateor (2) constituting a “Moody’s Ramp-Up Failure”), then (A) the Issuer (or the Collateral Manager on the Issuer’s behalf) shall request S&P Moody’s to provide written confirmation of confirm, on or prior to the Effective Date, that it will not reduce or withdraw its Initial Rating of the Secured Debt rated by S&P Notes and (which may take the form B) if, as of a press release or other written communication). In such case, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt on or prior to the Determination Date occurring immediately preceding after the first Payment Effective Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will has not obtained the confirmation from Moody’s, as described in the preceding clause (A) of this paragraph, the Issuer (or the Collateral Manager on the Issuer’s behalf) shall instruct the Collateral Trustee to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount and may, prior to the first Payment Date occurring immediately after the Effective Date, purchase additional Collateral Obligations in an amount sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to obtain from Moody’s written confirmation of its Initial Rating of the Secured Notes; provided that, in lieu of this clause (x), the Issuer (or the Collateral Manager on the Issuer’s behalf) may take such action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special Redemption), sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to obtain from Moody’s written confirmation of its Initial Rating of the Secured Notes; and (y) if S&P (which must receive the Accountants’ Certificate described in Section 7.18(d)(ii) to provide written confirmation of its Initial Rating of the Secured Notes) does not provide written confirmation of its Initial Rating of the Secured Notes (such event, an “S&P Rating Confirmation Failure”) on or prior to the Effective Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Trustee to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount and may, on or prior to the Effective Date, use such funds on behalf of the Issuer for the purchase of additional Collateral Obligations until such time as S&P has provided written confirmation of its Initial Rating initial rating of the Secured Debt (provided that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt or the Class B Notes); provided that that, in lieu of complying with this clause (ey), the Issuer (or the Collateral Manager on the Issuer’s behalf) may take such action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special Redemption), sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to obtain written confirmation from S&P of its Initial Rating of the Secured Debt Notes; it being understood that, if the events specified in both of clauses (x) and (y) occur, the Issuer (or the Collateral Manager on the Issuer’s behalf) will be required to satisfy the requirements of both clause (x) and clause (y); provided further, that in the case of each of the foregoing clauses (x) and (y), amounts may not be transferred from S&P.the Interest Collection Subaccount to the Principal Collection Subaccount if, after giving effect to such transfer, the amounts available pursuant to the Priority of Payments on the next succeeding Payment Date would be insufficient to pay the full amount of the accrued and unpaid interest on the Secured Notes on such next succeeding Payment Date. (f) U.S.$25,000,000 The failure of the net Issuer to satisfy the requirements of this Section 7.18 will not constitute an Event of Default unless such failure constitutes an Event of Default under Section 5.1(d) hereof and the Issuer, or the Collateral Manager acting on behalf of the Issuer, has acted in bad faith. Of the proceeds of the issuance of the Notes and incurrence which are not applied to pay for the purchase of Collateral Obligations acquired by the Issuer on the Closing Date (including, without limitation, the acquisition of the Class A Loans initial Collateral Obligations from the Depositor on the Closing Date) U.S.$105,509,129 will be deposited in the Ramp-Up Account on the Closing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (g) [Reserved].

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 20, 2019the Effective Date, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test Tests and the Coverage Tests. (ba) During the period from the Closing Refinancing Date to and including the Effective Date, the Issuer will use the following funds to purchase additional Collateral Obligations as followsin the following order: (i) to pay for the principal portion of any Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or Account, and second, any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or and second, any Principal Proceeds on deposit in the Collection Account at Account. In addition, the discretion of the Issuer will use commercially reasonable efforts to acquire such Collateral Manager. (c) Within thirty (30) days after Obligations that will satisfy, on the Effective Date, the Concentration Limitations, the Collateral Quality Tests and each Overcollateralization Ratio Test. (b) Within 30 Business Days after the Effective Date (but in any event, prior to the Determination Date relating to the first Payment Date), the Issuer shall provide, or (at the Issuer's expense) cause the Collateral Manager to provide, the following documents: (i) the Issuer shall provide to the Collateral Manager and the Collateral Trustee, an Accountants’ Report: (x) confirming the identity of the issuer (it being understood that the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers), principal balance, coupon/spread, stated maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein (such report, the “Accountants’ Effective Date Comparison AUP Report”) and (y) recalculating and comparing as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of the Effective Date Tested Items and specifying the procedures undertaken by them to review data and computations relating to such report (the “Accountants’ Effective Date Recalculation AUP Report”), and (ii) the Issuer shall cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ ▇, and in the case of delivery to Fitch, via email to ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇), a report identifying Collateral Obligations and a Microsoft Excel file ("Excel Default Model Input File") that provides all of the inputs required to determine whether the S&P CDO Monitor Test has been satisfied and the Collateral Manager shall provide a Microsoft Excel file including, at a minimum, the following data with respect to each Collateral Obligation: LoanX identification number, CUSIP number (if any), name of Obligor, coupon, spread (if applicable), Floating Rate Obligation Floor (if any), legal final maturity date, average life, outstanding principal balance, Principal Balance, identification as a Cov-Lite Loan or otherwise, identification as a First-Lien Last-Out Loan or otherwise, identification as a Senior Syndicated Secured Loan or otherwise, settlement date, the purchase price with respect to any Collateral Obligation the purchase of which has not settled, S&P Industry Classification and S&P Recovery Rate, and requesting that S&P reaffirm its Initial Ratings of the Secured Notes rated by it; (ii) to the Trustee and each Rating Agency (in the case of delivery to S&P, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇, and in the case of delivery to Fitch, via email to ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) a report, prepared by the Collateral Administrator (the “"Effective Date Report”"), determined (A) setting forth the issuer, principal balance, coupon/spread, Stated Maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and (B) calculating as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of (1) each Overcollateralization Ratio Test, (2) the Collateral Quality Tests (excluding the S&P CDO Monitor Test), (3) the Concentration Limitations and (4) the Target Initial Par Condition; (iii) to the Trustee and the Collateral Manager, (A) an Accountants' Report comparing, as of the Effective Date, containing the issuer, Principal Balance, coupon/spread, stated maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation by reference to such sources as shall be specified therein (Asuch report, the "Accountants' Effective Date Comparison AUP Report") the information required in a Monthly Report, and (B) a calculation an Accountants' Report performing agreed upon procedures as of the Aggregate Principal Balance that indicates Effective Date including recalculating and comparing the following items in the Effective Date Report: (1) each Overcollateralization Ratio Test, the Collateral Quality Tests (excluding the S&P CDO Monitor Test) and the Concentration Limitations, and (2) whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition is satisfied (such report, the "Accountants' Effective Date Recalculation AUP Report" and together with the Accountants' Effective Date Comparison AUP Report, the "Accountants' Effective Date AUP Reports"), with both Accountants' Effective Date AUP Reports containing a statement specifying the procedures undertaken by them to review data and computations relating to such Accountants' Effective Date AUP Reports; and (iv) to the Trustee and each Rating Agency (in the case of delivery to S&P, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇, and in the case of delivery to Fitch, via email to ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) an Officer's certificate of the Issuer (the "Effective Date Certificate") certifying as to the level of compliance with, or satisfaction or non-satisfaction of, (1) each Overcollateralization Ratio Test, (2) the Collateral Quality Tests (excluding the S&P CDO Monitor Test), (3) the Concentration Limitations, and (C4) a list of any Closing Date Participation Interests held by the Issuer Target Initial Par Condition, in each case, as of the Effective Date. If (w) the Issuer or the Collateral Manager, as the case may be, provides the foregoing Accountants' Effective Date AUP Reports to the Trustee with the results of the items set forth in subclause (iii)(B) above, and such results do not indicate any failure of any such tested item, (x) the Issuer delivers the Effective Date Certificate to the Trustee and the Rating Agencies and causes the Collateral Administrator to make available to the Rating Agencies (i) a report identifying the Collateral Obligations and (ii) the Effective Date Report, and such Effective Date Certificate and Effective Date Report indicates satisfaction of the S&P CDO Monitor Test as of the Effective Date, (y) the Collateral Manager certifies to S&P (which may be in the form of an e-mail) that as of the Effective Date the S&P CDO Monitor Test is satisfied (testing as though an S&P CDO Formula Election Period were in effect and taking into account the S&P CDO Monitor Non-Model Adjustments), and (z) the Collateral Manager provides to S&P an electronic copy of the Current Portfolio used to generate the passing test result, a written confirmation from S&P of its Initial Ratings of the Secured Notes rated by it shall be deemed to have been provided (the "Effective Date Condition"). For the avoidance of doubt, the Effective Date Certificate and the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) ' Effective Date AUP Reports. In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ ' Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, will be provided by the Independent accountants to the Issuer and Information Agent who will post forward for posting such Form 15-E, except for the redaction of any sensitive information, E on the 17g-5 Issuer's Website. Copies of the Accountants’ ' Effective Date Recalculation AUP Report or any other accountants’ agreed upon procedures report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager or Collateral Administrator Issuer will not be provided to any other party including the Rating Agency Agencies or posted on the Issuer's Website (other than as provided in an any access letter between such Person and the accountants and such partyaccountants). (ec) If If, by the Determination Date relating to the first Payment Date after the Refinancing Date (1) unless the Effective Date S&P Conditions have not been satisfied prior to the date that Condition is thirty (30) days after the Effective Date or (2satisfied) S&P has not provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating Ratings of the Secured Debt Notes rated by S&P by the date thirty (30) Business Days following the Effective Date, it then the Issuer (or the Collateral Manager Manager, on behalf of the Issuer’s behalf) , shall request S&P to provide written confirmation of its Initial Rating of the Secured Debt rated by S&P (which may take the form of a press release or other written communication). In such case, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt on or prior to the Determination Date immediately preceding the first Payment Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Collateral Trustee in writing to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount (and may, prior to the first Payment Date, use with such funds on behalf of the Issuer for the shall purchase of additional Collateral Obligations until such time as Obligations) in an amount sufficient to obtain from S&P has provided written a confirmation of its Initial Rating Ratings of the Secured Debt Notes rated by it (provided that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt A-1 Notes, the Class A-2 Notes or the Class B Notes); provided that that, in lieu of complying with this clause (e)the alternative, the Issuer (or the Collateral Manager on behalf of the Issuer’s behalf) Issuer may take such other action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special Redemption), sufficient to enable obtain from S&P a confirmation of its Initial Ratings of the Secured Notes rated by it. (d) The failure of the Issuer (to satisfy the requirements of this Section 7.18 will not constitute an Event of Default unless such failure constitutes an Event of Default under Section 5.1(d) hereof and the Issuer, or the Collateral Manager acting on behalf of the Issuer’s behalf) to obtain written confirmation of its Initial Rating of , has acted in bad faith. Of the Secured Debt from S&P. (f) U.S.$25,000,000 of the net proceeds of the issuance of the Notes and incurrence which are not applied to pay for the purchase of Collateral Obligations acquired by the Class A Loans Issuer on the Refinancing Date an amount equal to U.S.$245,549,847.01 will be deposited in the Ramp-Up Account on the Closing Refinancing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest from the Closing Refinancing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (g) [Reserved].

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 20, 2019the Effective Date, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test and the Class C Coverage Tests. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use funds to purchase additional Collateral Obligations as follows: (i) to pay for the principal portion of any Collateral Obligation from any amounts on deposit in the Ramp-Up Account or any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from any amounts on deposit in the Ramp-Up Account or any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager. (c) Within thirty (30) days after the Effective Date, (i) the Issuer shall provide to the Collateral Manager and the Collateral Trustee, an Accountants’ Report: (x) confirming the identity of the issuer (it being understood that the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers), principal balance, coupon/spread, stated maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein (such report, the “Accountants’ Effective Date Comparison AUP Report”) and (y) recalculating and comparing as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of the Effective Date Tested Items and specifying the procedures undertaken by them to review data and computations relating to such report (the “Accountants’ Effective Date Recalculation AUP Report”), and (ii) the Issuer shall cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ ▇) a report (the “Effective Date Report”), determined as of the Effective Date, containing (A) the information required in a Monthly Report, (B) a calculation of the Aggregate Principal Balance that indicates whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition and (C) a list of any Closing Date Participation Interests or held by the Issuer as of the Effective Date. For the avoidance of doubt, the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, in connection thereto will be provided by the Independent accountants to the Issuer who will post such Form 15-E, except for the redaction of any sensitive information, on the 17g-5 Website. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager or Collateral Administrator will not be provided to any other party including the Rating Agency (other than as provided in an access letter between the accountants and such party). (e) If (1) the Effective Date S&P Conditions have not been satisfied prior to the date that is thirty (30) days after the Effective Date or (2) S&P has not provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating of the Secured Debt Notes rated by S&P by the date thirty (30) Business Days days following the Effective Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) shall request S&P to provide written confirmation of its Initial Rating of the Secured Debt Notes rated by S&P (which may take the form of a press release or other written communication). In such case, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt Notes on or prior to the Determination Date immediately preceding the first Payment Date after the Closing Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Collateral Trustee to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount and may, prior to the first Payment Date after the Closing Date, use such funds on behalf of the Issuer for the purchase of additional Collateral Obligations until such time as S&P has provided written confirmation of its Initial Rating of the Secured Debt Notes (provided provided, that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt or the Class B Secured Notes); provided that in lieu of complying with this clause (e), the Issuer (or the Collateral Manager on the Issuer’s behalf) may take such action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special RedemptionRedemption or to acquire additional Collateral Obligations), sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to obtain written confirmation of its Initial Rating of the Secured Debt Notes from S&P. (f) U.S.$25,000,000 Approximately U.S.$23 million of the net proceeds of the issuance of the Notes and incurrence of the Class A Loans will be deposited in the Ramp-Up Account on the Closing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest Interest, if any, from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (g) [Reserved].

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 20, 2019the Effective Date, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test and the Class C Coverage Tests. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use funds to purchase additional Collateral Obligations as follows: (i) to pay for the principal portion of any Collateral Obligation from any amounts on deposit in the Ramp-Up Account or any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from any amounts on deposit in the Ramp-Up Account or any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager. (c) Within thirty (30) days after the Effective Date, (i) the Issuer shall provide to the Collateral Manager and the Collateral Trustee, an Accountants’ Report: (x) confirming the identity of the issuer (it being understood that the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers), principal balance, coupon/spread, stated maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein (such report, the “Accountants’ Effective Date Comparison AUP Report”) and (y) recalculating and comparing as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of the Effective Date Tested Items and specifying the procedures undertaken by them to review data and computations relating to such report (the “Accountants’ Effective Date Recalculation AUP Report”), and (ii) the Issuer shall cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ ▇) a report (the “Effective Date Report”), determined as of the Effective Date, containing (A) the information required in a Monthly Report, (B) a calculation of the Aggregate Principal Balance that indicates whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition and (C) a list of any Closing Date Participation Interests held by the Issuer as of the Effective Date. For the avoidance of doubt, the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, in connection thereto will be provided by the Independent accountants to the Issuer who will post such Form 15-E, except for the redaction of any sensitive information, on the 17g-5 Website. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager or Collateral Administrator will not be provided to any other party including the Rating Agency (other than as provided in an access letter between the accountants and such party). (e) If (1) the Effective Date S&P Conditions have not been satisfied prior to the date that is thirty (30) days after the Effective Date or and (2) S&P has not provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating of the Secured Debt Notes rated by S&P by the date thirty (30) Business Days days following the Effective Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) shall request S&P to provide written confirmation of its Initial Rating of the Secured Debt Notes rated by S&P (which may take the form of a press release or other written communication). In such case, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt Notes on or prior to the Determination Date immediately preceding the first Payment Date after the Closing Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Collateral Trustee to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount and may, prior to the first Payment Date after the Closing Date, use such funds on behalf of the Issuer for the purchase of additional Collateral Obligations until such time as S&P has provided written confirmation of its Initial Rating of the Secured Debt Notes (provided provided, that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt or the Class B Secured Notes); provided that in lieu of complying with this clause (e), the Issuer (or the Collateral Manager on the Issuer’s behalf) may take such action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special RedemptionRedemption or to acquire additional Collateral Obligations), sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to obtain written confirmation of its Initial Rating of the Secured Debt Notes from S&P. (f) U.S.$25,000,000 Approximately U.S.$2 million of the net proceeds of the issuance of the Notes and incurrence of the Class A Loans will be deposited in the Ramp-Up Account on the Closing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest Interest, if any, from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (g) [Reserved].

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 20, 2019the Effective Date, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test and the Coverage Tests. (b) During the period from the Closing Refinancing Date to and including the Effective Date, the Issuer will use funds to purchase additional Collateral Obligations as followsin the following order: (i) to pay for the principal portion of any Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or Account, and second, any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or and second, any Principal Proceeds on deposit in the Collection Account at Account. In addition, the discretion of Issuer will use commercially reasonable efforts to acquire such Collateral Obligations that will satisfy, on the Effective Date, the Concentration Limitations, the Collateral ManagerQuality Test and each Overcollateralization Ratio Test. (c) Within thirty (30) days 30 Business Days after the Effective Date, the Issuer shall provide, or cause the Collateral Manager to provide, to S&P a Microsoft Excel file (“Excel Default Model Input File”) that provides all of the inputs required to determine whether the S&P CDO Monitor Test has been satisfied and the Collateral Manager shall provide a Microsoft Excel file including, at a minimum, the following data with respect to each Collateral Obligation: CUSIP number (if any), name of Obligor, spread/coupon, Benchmark floor (if applicable), LoanX identification number (if applicable), purchase price for any unsettled assets, legal final maturity date, average life, Principal Balance, identification as a Cov-Lite Loan or otherwise, settlement date, S&P Industry Classification, S&P Recovery Rate and identification of any First-Lien Last-Out Loans. (d) Unless clause (e) below is applicable, within 30 Business Days after the Effective Date (but in no event later than the Determination Date immediately prior to the first Payment Date), the Issuer shall provide, or cause the Collateral Manager (or, in the case of clause (ii), the Collateral Administrator) to provide, the following documents: (i) to each Rating Agency, the Issuer shall provide Trustee and the Loan Agent, a report identifying the Collateral Obligations; (ii) to each Rating Agency, the Effective Date Report and (iii) to the Collateral Manager Trustee and the Collateral TrusteeLoan Agent, an accountants’ certificate (the “Accountants’ Report: Certificate”) (xA) confirming recalculating and comparing the identity of the issuer (it being understood that the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers)Obligor, principal balancePrincipal Balance, spread/coupon/spread, stated maturity, S&P Rating and country of Domicile and S&P Rating with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein therein, (such report, the “Accountants’ Effective Date Comparison AUP Report”B) and (y) recalculating and comparing calculating as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of (1) the Effective Date Tested Items Target Initial Par Condition, (2) each Overcollateralization Ratio Test, (3) the Concentration Limitations and (4) the Collateral Quality Test (excluding the S&P CDO Monitor Test); and (C) specifying the procedures undertaken by them to review data and computations relating to such report (the “Accountants’ Effective Date Recalculation AUP Report”), and (ii) the Issuer shall cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ a report (the “Effective Date Report”), determined as of the Effective Date, containing (A) the information required in a Monthly Report, (B) a calculation of the Aggregate Principal Balance that indicates whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition and (C) a list of any Closing Date Participation Interests held by the Issuer as of the Effective Date. For the avoidance of doubt, the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, will be provided by the Independent accountants to the Issuer who will post such Form 15-E, except for the redaction of any sensitive information, on the 17g-5 Website. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager or Collateral Administrator will not be provided to any other party including the Rating Agency (other than as provided in an access letter between the accountants and such party)Certificate. (e) If (1) the Effective Date S&P Conditions have Deemed Rating Confirmation has not been occurred and the S&P Rating Condition is not satisfied prior to the date that is thirty (30) days 30 Business Days after the Effective Date or (2) S&P has not provided written confirmation (which may take but in no event later than the form of a press release or other written communication) of its Initial Rating of Determination Date immediately preceding the Secured Debt rated by S&P by the date thirty (30) Business Days following the Effective first Payment Date), then (A) the Issuer (or the Collateral Manager on the Issuer’s behalf) shall either (i) cause the S&P Deemed Rating Confirmation to occur or (ii) request S&P to provide written confirmation of confirm, on or before the first Determination Date, that it will not reduce or withdraw its Initial Rating of the Secured Debt rated and (B) if, by S&P (which may take the form of a press release or other written communication). In such case, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt on or prior to the Determination Date immediately preceding the first Payment Determination Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will has not caused the S&P Deemed Rating Confirmation to occur or obtained the confirmation from S&P, each as described in the preceding clause (A) of this paragraph, the Issuer (or the Collateral Manager on the Issuer’s behalf) shall instruct the Collateral Trustee to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount and may, prior to the first Payment Date, use such funds on behalf of the Issuer for the purchase of additional Collateral Obligations until such time as in an amount sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to (i) cause the S&P has provided Deemed Rating Confirmation to occur or (ii) obtain from S&P written confirmation of its Initial Rating Ratings of the Secured Debt (provided that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt or the Class B Notes)Debt; provided that that, in lieu of complying with this clause the preceding clauses (eA) and (B), the Issuer (or the Collateral Manager on the Issuer’s behalf) may take such action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special Redemption), sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to (1) cause the S&P Deemed Rating Confirmation to occur or (2) obtain from S&P written confirmation of its Initial Ratings of the Secured Debt. (f) An S&P Deemed Rating Confirmation (“S&P Deemed Rating Confirmation”) shall occur, and a written confirmation from S&P of its initial ratings of the Secured Debt will be deemed to have been provided, if (x) the Issuer causes the Collateral Manager to provide to S&P the Effective Date Report and the Effective Date Report confirms satisfaction of the S&P CDO Monitor Test as of the Effective Date, (y) the Collateral Manager certifies to S&P (which confirmation may be in the form of an email) that as of the Effective Date the S&P CDO Monitor Test is satisfied (testing as though the S&P CDO Monitor Switchover Date has occurred and taking into account the S&P CDO Monitor Non-Model Adjustments described below) and (z) the Collateral Manager provides to S&P a report identifying the Collateral Obligations used to generate the passing test result; provided that, for purposes of determining compliance with the S&P CDO Monitor Test in connection with such Effective Date Report, (i) the Aggregate Funded Spread will be calculated without giving effect to the proviso to clause (a) of the definition of “Aggregate Funded Spread” and by assuming that any Collateral Obligation subject to a Benchmark floor bears interest at a rate equal to the stated interest rate spread over the Benchmark-based index for such Collateral Obligation and (ii) for the purposes of calculating the S&P CDO Monitor Adjusted BDR, the Collateral Principal Amount will exclude any amounts that may be transferred from S&P.the Principal Collection Subaccount or the Ramp-Up Account into the Interest Collection Subaccount as Interest Proceeds subject to the Effective Date Interest Deposit Condition (the “S&P CDO Monitor Non-Model Adjustments”). Notwithstanding anything in this Indenture to the contrary, if the Issuer (or the Collateral Manager on the Issuer’s behalf) elects to direct a Special Redemption of the Secured Debt pursuant to clause (e) above, the Issuer may use amounts on deposit in the Principal Collection Subaccount to make such Special Redemption on any Business Day (other than a Payment Date) to the extent necessary to obtain from S&P its written confirmation of its Initial Ratings of the Secured Debt. Payments made in respect of the Secured Debt in connection with such Special Redemption shall be paid in accordance with the Debt Payment Sequence. For the avoidance of doubt, such payments will be made without regard to the Priority of Payments. Amounts may not be transferred from the Interest Collection Subaccount to the Principal Collection Subaccount pursuant to clause (e) above if, after giving effect to such transfer the amounts available pursuant to the Priority of Payments on the next succeeding Payment Date would be insufficient to pay the full amount of the accrued and unpaid interest on any Class of Secured Debt on such next succeeding Payment Date. (fg) U.S.$25,000,000 The amount specified in an Issuer Order signed in the name of the net proceeds Issuer by a Responsible Officer of the issuance Issuer, dated as of the Notes and incurrence of the Class A Loans Refinancing Date, will be deposited in the Ramp-Up Account on the Closing Refinancing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply the remaining amounts held in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest from the Closing Refinancing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (gh) [Reserved].

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 20, 2019the Effective Date, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test and the Coverage Tests. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use funds to purchase additional Collateral Obligations as followsin the following order: (i) to pay for the principal portion of any Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or Account, and second, any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or and second, any Principal Proceeds on deposit in the Collection Account at Account. In addition, the discretion of Issuer will use commercially reasonable efforts to acquire such Collateral Obligations that will satisfy, on the Effective Date, the Concentration Limitations, the Collateral ManagerQuality Test and each Overcollateralization Ratio Test. (c) Within thirty (30) days 10 Business Days after the Effective Date, the Issuer shall provide, or cause the Collateral Manager to provide, to S&P a Microsoft Excel file (“Excel Default Model Input File”) that provides all of the inputs required to determine whether the S&P CDO Monitor Test has been satisfied and the Collateral Manager shall provide a Microsoft Excel file including, at a minimum, the following data with respect to each Collateral Obligation: CUSIP number (if any), name of Obligor, spread/coupon, Libor floor (if applicable), LoanX identification number (if applicable), purchase price for any unsettled assets, legal final maturity date, average life, Principal Balance, identification as a Cov-Lite Loan or otherwise, settlement date, S&P Industry Classification, S&P Recovery Rate and identification of any First-Lien Last-Out Loans. (d) Unless clause (e) below is applicable, within 30 Business Days after the Effective Date (but in no event later than the Determination Date immediately prior to the first Payment Date), the Issuer shall provide, or cause the Collateral Manager (or, in the case of clause (ii), the Collateral Administrator) to provide, the following documents: (i) the Issuer shall provide to the Collateral Manager Rating Agency, the Trustee and the Collateral TrusteeAgent, a report identifying the Collateral Obligations; (ii) to the Rating Agency, the Effective Date Report, and (iii) to the Trustee and the Collateral Agent, an accountants’ certificate (the “Accountants’ Report: Certificate”) (xA) confirming recalculating and comparing the identity of the issuer (it being understood that the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers)Obligor, principal balancePrincipal Balance, spread/coupon/spread, stated maturity, S&P Rating and country of Domicile and S&P Rating with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein therein, (such report, the “Accountants’ Effective Date Comparison AUP Report”B) and (y) recalculating and comparing calculating as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of (1) the Effective Date Tested Items Target Initial Par Condition, (2) each Overcollateralization Ratio Test, (3) the Concentration Limitations and (4) the Collateral Quality Test (excluding the S&P CDO Monitor Test); and (C) specifying the procedures undertaken by them to review data and computations relating to such report (the “Accountants’ Effective Date Recalculation AUP Report”), and (ii) the Issuer shall cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ a report (the “Effective Date Report”), determined as of the Effective Date, containing (A) the information required in a Monthly Report, (B) a calculation of the Aggregate Principal Balance that indicates whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition and (C) a list of any Closing Date Participation Interests held by the Issuer as of the Effective Date. For the avoidance of doubt, the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, will be provided by the Independent accountants to the Issuer who will post such Form 15-E, except for the redaction of any sensitive information, on the 17g-5 Website. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager or Collateral Administrator will not be provided to any other party including the Rating Agency (other than as provided in an access letter between the accountants and such party)Certificate. (e) If (1) neither the Effective Date Condition nor the S&P Conditions have not been Rating Condition is satisfied prior to the date that is thirty (30) days 30 Business Days after the Effective Date or (2) S&P has not provided written confirmation (which may take but in no event later than the form of a press release or other written communication) of its Initial Rating of Determination Date immediately preceding the Secured Debt rated by S&P by the date thirty (30) Business Days following the Effective first Payment Date), then (A) the Issuer (or the Collateral Manager on the Issuer’s behalf) shall (x) either (i) cause the S&P Deemed Rating Confirmation to occur or (ii) request S&P to provide written confirmation of confirm, on or before the first Determination Date, that it will not reduce or withdraw its Initial Rating of the Secured Debt it rated and (B) if, by S&P (which may take the form of a press release or other written communication). In such case, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt on or prior to the Determination Date immediately preceding the first Payment Determination Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will has not caused the S&P Deemed Rating Confirmation to occur or obtained the confirmation from S&P, each as described in the preceding clause (A) of this paragraph, the Issuer (or the Collateral Manager on the Issuer’s behalf) shall instruct the Collateral Trustee Agent to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount and may, prior to the first Payment Date, use such funds on behalf of the Issuer for the purchase of additional Collateral Obligations until such time as in an amount sufficient to enable the Co-Issuers (or the Collateral Manager on the Co-Issuers’ behalf) to (x) cause the S&P has provided Deemed Rating Confirmation to occur or (y) obtain from S&P written confirmation of its Initial Rating Ratings of the Secured Debt (provided that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt or the Class B Notes)it rated; provided that that, in lieu of complying with this clause the preceding clauses (eA) and (B), the Issuer (or the Collateral Manager on the Issuer’s behalf) may take such action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special Redemption), sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to (x) cause the S&P Deemed Rating Confirmation to occur or (y) obtain from S&P written confirmation of its Initial Ratings of the Debt it rated. (f) An S&P Deemed Rating Confirmation (“S&P Deemed Rating Confirmation”) shall occur, and a written confirmation from S&P of its initial ratings of the Secured Debt will be deemed to have been provided, if (x) the Issuer causes the Collateral Manager to provide to S&P the Effective Date Report and the Effective Date Report confirms satisfaction of the S&P CDO Monitor Test as of the Effective Date, (y) the Collateral Manager certifies to S&P (which confirmation may be in the form of an email) that as of the Effective Date the S&P CDO Monitor Test is satisfied (testing as though the S&P CDO Monitor Switchover Date has occurred and taking into account the S&P CDO Monitor Non-Model Adjustments described below) and (z) the Collateral Manager provides to S&P a report identifying the Collateral Obligations used to generate the passing test result; provided that, for purposes of determining compliance with the S&P CDO Monitor Test in connection with such Effective Date Report, the Aggregate Funded Spread will be calculated without giving effect to the proviso to clause (a) of the definition of “Aggregate Funded Spread” and by assuming that any Collateral Obligation subject to a Libor floor bears interest at a rate equal to the stated interest rate spread over the Libor-based index for such Collateral Obligation (the “S&P CDO Monitor Non-Model Adjustments”). Notwithstanding anything in this Indenture to the contrary, if the Issuer (or the Collateral Manager on the Issuer’s behalf) elects to direct a Special Redemption of the Debt pursuant to clause (e) above, the Issuer may use amounts on deposit in the Principal Collection Subaccount to make such Special Redemption on any Business Day (other than a Payment Date) to the extent necessary to obtain from S&P.S&P, its written confirmation of its Initial Ratings of the Debt it rated. Payments made in respect of the Debt in connection with such Special Redemption shall be paid in accordance with the Debt Payment Sequence. For the avoidance of doubt, such payments will be made without regard to the Priority of Payments. Amounts may not be transferred from the Interest Collection Subaccount to the Principal Collection Subaccount pursuant to clause (e) above if, after giving effect to such transfer the amounts available pursuant to the Priority of Payments on the next succeeding Payment Date would be insufficient to pay the full amount of the accrued and unpaid interest on any Class of Debt on such next succeeding Payment Date. (fg) U.S.$25,000,000 of the net proceeds of the issuance of the Notes and incurrence of the Class A Loans The amount specified in Section 3.1(k)(i) will be deposited in the Ramp-Up Account on the Closing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee Agent shall apply the remaining amounts held in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (g) [Reserved].

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 20, 2019the Effective Date, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test Tests and the Coverage Tests. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use the following funds to purchase additional Collateral Obligations as followsin the following order: (i) to pay for the principal portion of any Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or Account, and second, any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or and second, any Principal Proceeds on deposit in the Collection Account at Account. In addition, the discretion of Issuer will use commercially reasonable efforts to acquire such Collateral Obligations that will satisfy, on the Effective Date, the Concentration Limitations, the Collateral ManagerQuality Tests and each Overcollateralization Ratio Test. (c) Within thirty (30) 30 calendar days after the Effective Date (but in any event, prior to the Determination Date relating to the first Payment Date), the Issuer shall provide, or (at the Issuer’s expense) cause the Collateral Manager to provide, the following documents: (i) the Issuer shall provide to the Collateral Manager and the Collateral Trustee, an Accountants’ Report: (x) confirming the identity of the issuer (it being understood that the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers), principal balance, coupon/spread, stated maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein (such report, the “Accountants’ Effective Date Comparison AUP Report”) and (y) recalculating and comparing as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of the Effective Date Tested Items and specifying the procedures undertaken by them to review data and computations relating to such report (the “Accountants’ Effective Date Recalculation AUP Report”), and (ii) the Issuer shall cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, via email to ▇C▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ ▇, and in the case of delivery to Fitch, via email to c▇▇.▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇), a report identifying Collateral Obligations and a Microsoft Excel file (“Excel Default Model Input File”) that provides all of the inputs required to determine whether the S&P CDO Monitor Test has been satisfied and the Collateral Manager shall provide a Microsoft Excel file including, at a minimum, the following data with respect to each Collateral Obligation: LoanX identification number, CUSIP number (if any), name of Obligor, coupon, spread (if applicable), LIBOR floor (if any), legal final maturity date, average life, outstanding principal balance, Principal Balance, identification as a Cov-Lite Loan or otherwise, identification as a First-Lien Last-Out Loan or otherwise, settlement date, the purchase price with respect to any Collateral Obligation the purchase of which has not settled, S&P Industry Classification and S&P Recovery Rate, and requesting that S&P reaffirm its Initial Ratings of the Secured Notes; (ii) to the Trustee and each Rating Agency (in the case of delivery to S&P, via email to C▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇, and in the case of delivery to Fitch, via email to c▇▇.▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) a report, prepared by the Collateral Administrator (the “Effective Date Report”), determined (A) setting forth the issuer, principal balance, coupon/spread, Stated Maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and (B) calculating as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of (1) each Overcollateralization Ratio Test, (2) the Collateral Quality Tests (excluding the S&P CDO Monitor Test), (3) the Concentration Limitations and (4) the Target Initial Par Condition; (iii) to the Trustee and the Collateral Manager, (A) an Accountants’ Report comparing, as of the Effective Date, containing the issuer, Principal Balance, coupon/spread, stated maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation by reference to such sources as shall be specified therein (Asuch report, the “Accountants’ Effective Date Comparison AUP Report”) the information required in a Monthly Report, and (B) a calculation an Accountants’ Report performing agreed upon procedures as of the Aggregate Principal Balance that indicates Effective Date including recalculating and comparing the following items in the Effective Date Report: (1) each Overcollateralization Ratio Test, the Collateral Quality Tests (excluding the S&P CDO Monitor Test) and the Concentration Limitations, and (2) whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition is satisfied (such report, the “Accountants’ Effective Date Recalculation AUP Report” and together with the Accountants’ Effective Date Comparison AUP Report, the “Accountants’ Effective Date AUP Reports”), with both Accountants’ Effective Date AUP Reports containing a statement specifying the procedures undertaken by them to review data and computations relating to such Accountants’ Effective Date AUP Reports; and (iv) to the Trustee and each Rating Agency (in the case of delivery to S&P, via email to C▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇, and in the case of delivery to Fitch, via email to c▇▇.▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) an Officer’s certificate of the Issuer (the “Effective Date Certificate”) certifying as to the level of compliance with, or satisfaction or non-satisfaction of, (1) each Overcollateralization Ratio Test, (2) the Collateral Quality Tests (excluding the S&P CDO Monitor Test), (3) the Concentration Limitations, and (C4) a list of any Closing Date Participation Interests held by the Issuer Target Initial Par Condition, in each case, as of the Effective Date. (v) the Issuer or the Collateral Manager, as the case may be, provides the foregoing Accountants’ Effective Date AUP Reports to the Trustee with the results of the items set forth in subclause (iii)(B) above, and such results do not indicate any failure of any such tested item, (w) the Issuer delivers the Effective Date Certificate to the Trustee and causes the Collateral Administrator to make available to the Rating Agencies (i) a report identifying the Collateral Obligations and (ii) the Effective Date Report, (x) the Collateral Manager certifies to S&P (which may be in the form of an e-mail) that as of the Effective Date the S&P CDO Monitor Test is satisfied (testing as though an S&P CDO Formula Election Period were in effect and taking into account the S&P CDO Monitor Non-Model Adjustments), (y) the Collateral Manager provides to S&P an electronic copy of the Current Portfolio used to generate the passing test result and (z) the Collateral Manager certifies that the Closing Date Participation Condition is satisfied, a written confirmation from S&P of its Initial Ratings of the Secured Notes shall be deemed to have been provided (the “Effective Date Condition”). For the avoidance of doubt, the Effective Date Certificate and the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) Effective Date AUP Reports. In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, will be provided by the Independent accountants to the Issuer and Information Agent who will post such Form 15-E, except for the redaction of any sensitive information, E on the 17g-5 Websitewebsite. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ agreed upon procedures report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager or Collateral Administrator Issuer will not be provided to any other party including the Rating Agency Agencies or posted on the 17g-5 website (other than as provided in an any access letter between such Person and the accountants and such partyaccountants). (ed) If If, by the Determination Date relating to the first Payment Date (1) unless the Effective Date S&P Conditions have not been satisfied prior to the date that Condition is thirty (30) days after the Effective Date or (2satisfied) S&P has not provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating Ratings of the Secured Debt rated by S&P by the date thirty (30) Business Days following the Effective Date, Notes then the Issuer (or the Collateral Manager Manager, on behalf of the Issuer’s behalf) , shall request S&P to provide written confirmation of its Initial Rating of the Secured Debt rated by S&P (which may take the form of a press release or other written communication). In such case, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt on or prior to the Determination Date immediately preceding the first Payment Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Collateral Trustee in writing to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount (and may, prior to the first Payment Date, use with such funds on behalf of the Issuer for the shall purchase of additional Collateral Obligations until such time as Obligations) in an amount sufficient to obtain from S&P has provided written a confirmation of its Initial Rating Ratings of the Secured Debt Notes (provided that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt Notes or the Class B Notes); provided that that, in lieu of complying with this clause (e)the alternative, the Issuer (or the Collateral Manager on behalf of the Issuer’s behalf) Issuer may take such other action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special Redemption), sufficient to enable obtain from S&P a confirmation of its Initial Ratings of the Secured Notes. (e) The failure of the Issuer (to satisfy the requirements of this Section 7.18 will not constitute an Event of Default unless such failure constitutes an Event of Default under Section 5.1(d) hereof and the Issuer, or the Collateral Manager acting on behalf of the Issuer’s behalf) to obtain written confirmation of its Initial Rating of , has acted in bad faith. Of the Secured Debt from S&P. (f) U.S.$25,000,000 of the net proceeds of the issuance of the Notes and incurrence which are not applied to pay for the purchase of Collateral Obligations acquired by the Class A Loans Issuer on the Closing Date an amount equal to U.S.$11,359,703.08 will be deposited in the Ramp-Up Account on the Closing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (g) [Reserved].

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August June 20, 20192024, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test and the Coverage Tests. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use funds to purchase additional Collateral Obligations as follows: (i) to pay for the principal portion of any Collateral Obligation from any amounts on deposit in the Ramp-Up Account or any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from any amounts on deposit in the Ramp-Up Account or any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager. (c) Within thirty (30) days after the Effective Date, (i) the Issuer shall provide to the Collateral Manager and the Collateral Trustee, an Accountants’ Report: (x) confirming the identity of the issuer (it being understood that the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers), principal balance, coupon/spread, stated maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein (such report, the “Accountants’ Effective Date Comparison AUP Report”) and (y) recalculating and comparing as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of the Effective Date Tested Items and specifying the procedures undertaken by them to review data and computations relating to such report (the “Accountants’ Effective Date Recalculation AUP Report”), and (ii) the Issuer shall cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ CDOEffectiveDatePortfolios@spglobal.com) a report (the “Effective Date Report”), determined as of the Effective Date, containing (A) the information required in a Monthly Report, (B) a calculation of the Aggregate Principal Balance that indicates whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition and (C) a list of any Closing Date Participation Interests held by the Issuer as of the Effective Date. For the avoidance of doubt, the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, in connection thereto will be provided by the Independent accountants to the Issuer who will post such Form 15-E, except for the redaction of any sensitive information, on the 17g-5 Website. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager or Collateral Administrator will not be provided to any other party including the Rating Agency (other than as provided in an access letter between the accountants and such party). (e) If (1) the Effective Date S&P Conditions have not been satisfied prior to the date that is thirty (30) days after the Effective Date or (2) S&P has not provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating of the Secured Debt Notes rated by S&P by the date thirty (30) Business Days days following the Effective Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) shall request S&P to provide written confirmation of its Initial Rating of the Secured Debt Notes rated by S&P (which may take the form of a press release or other written communication). In such case, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt Notes on or prior to the Determination Date immediately preceding the first Payment Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Collateral Trustee to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount and may, prior to the first Payment Date, use such funds on behalf of the Issuer for the purchase of additional Collateral Obligations until such time as S&P has provided written confirmation of its Initial Rating of the Secured Debt Notes (provided provided, that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt Notes or the Class B Notes); provided that in lieu of complying with this clause (e), the Issuer (or the Collateral Manager on the Issuer’s behalf) may take such action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special RedemptionRedemption or to acquire additional Collateral Obligations), sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to obtain written confirmation of its Initial Rating of the Secured Debt Notes from S&P. (f) U.S.$25,000,000 of the net proceeds of the issuance of the Notes and incurrence of the Class A Loans will be deposited in the Ramp-Up Account on the Closing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest Interest, if any, from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (g) [Reserved].

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 20January 24, 20192025, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test and the Coverage Tests. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use funds to purchase additional Collateral Obligations as follows: (i) to pay for the principal portion of any Collateral Obligation from any amounts on deposit in the Ramp-Up Account or any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from any amounts on deposit in the Ramp-Up Account or any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager. (c) Within thirty (30) days after the Effective Date, (i) the Issuer shall provide to the Collateral Manager and the Collateral Trustee, an Accountants’ Report: (x) confirming the identity of the issuer (it being understood that the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers), principal balance, coupon/spread, stated maturity, S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein (such report, the “Accountants’ Effective Date Comparison AUP Report”) and (y) recalculating and comparing as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of the Effective Date Tested Items and specifying the procedures undertaken by them to review data and computations relating to such report (the “Accountants’ Effective Date Recalculation AUP Report”), and (ii) the Issuer shall cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ ▇) a report (the “Effective Date Report”), determined as of the Effective Date, containing (A) the information required in a Monthly Report, (B) a calculation of the Aggregate Principal Balance that indicates whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition and (C) a list of any Closing Date Participation Interests held by the Issuer as of the Effective Date. For the avoidance of doubt, the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, in connection thereto will be provided by the Independent accountants to the Issuer who will post such Form 15-E, except for the redaction of any sensitive information, on the 17g-5 Website. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ report provided by the Independent accountants to the Issuer, Collateral Trustee, Collateral Manager or Collateral Administrator will not be provided to any other party including the Rating Agency (other than as provided in an access letter between the accountants and such party). (e) If (1) the Effective Date S&P Conditions have not been satisfied prior to the date that is thirty (30) days after the Effective Date or (2) S&P has not provided written confirmation (which may take the form of a press release or other written communication) of its Initial Rating of the Secured Debt rated by S&P by the date thirty (30) Business Days days following the Effective Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) shall request S&P to provide written confirmation of its Initial Rating of the Secured Debt rated by S&P (which may take the form of a press release or other written communication). In such case, if S&P does not provide written confirmation of its Initial Rating of the Secured Debt on or prior to the Determination Date immediately preceding the first Payment Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Collateral Trustee to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount and may, prior to the first Payment Date, use such funds on behalf of the Issuer for the purchase of additional Collateral Obligations until such time as S&P has provided written confirmation of its Initial Rating of the Secured Debt (provided provided, that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt or the Class B Notes); provided that in lieu of complying with this clause (e), the Issuer (or the Collateral Manager on the Issuer’s behalf) may take such action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special RedemptionRedemption or to acquire additional Collateral Obligations), sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to obtain written confirmation of its Initial Rating of the Secured Debt from S&P. (f) U.S.$25,000,000 U.S.$9,480,108 of the net proceeds of the issuance of the Notes and the incurrence of the Class A A-1L Loans will be deposited in the Ramp-Up Account on the Closing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest Interest, if any, from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (g) [Reserved].

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before August 20, 2019the Effective Date, Collateral Obligations (i) such that the Target Initial Par Condition is satisfied and (ii) that satisfy, as of the Effective Date, the Concentration Limitations, the Collateral Quality Test and the Coverage Tests. (b) During the period from the Closing Date to and including the Effective Date, the Issuer will use funds to purchase additional Collateral Obligations as followsin the following order: (i) to pay for the principal portion of any Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or Account, and second, any Principal Proceeds on deposit in the Collection Account at the discretion of the Collateral Manager and (ii) to pay for accrued interest on any such Collateral Obligation from Obligation, first, any amounts on deposit in the Ramp-Up Account or and second, any Principal Proceeds on deposit in the Collection Account at Account. In addition, the discretion of Issuer will use commercially reasonable efforts to acquire such Collateral Obligations that will satisfy, on the Effective Date, the Concentration Limitations, the Collateral ManagerQuality Test and each Overcollateralization Ratio Test. (c) Within thirty (30) days 10 Business Days after the Effective Date, the Issuer shall provide, or cause the Collateral Manager to provide, to S&P a Microsoft Excel file (“Excel Default Model Input File”) that provides all of the inputs required to determine whether the S&P CDO Monitor Test has been satisfied and the Collateral Manager shall provide a Microsoft Excel file including, at a minimum, the following data with respect to each Collateral Obligation: CUSIP number (if any), name of Obligor, coupon, spread (if applicable), legal final maturity date, average life, Principal Balance, identification as a Cov-Lite Loan or otherwise, settlement date, S&P Industry Classification, S&P Recovery Rate, LoanX IDs (if any), settled versus unsettled information (and purchase price of any unsettled assets), an indication of whether cash is being held against each unsettled trade and, for any Collateral Obligation that is a LIBOR Floor Obligation, the related LIBOR floor. (d) Unless clause (e) below is applicable, within 30 Business Days after the Effective Date (but in no event later than 30 days prior to the first Payment Date), the Issuer will provide, or cause the Collateral Manager to provide, the following documents: (i) to each Rating Agency, a report identifying the Issuer shall provide Collateral Obligations and, to S&P, a request that S&P reaffirm its Initial Ratings of the Notes; and (ii) to the Collateral Manager and the Collateral Trustee, an accountants’ certificate (the “Accountants’ Report: Certificate”) (xA) confirming recalculating and comparing, with respect to each Collateral Obligation acquired by the identity of Issuer after the issuer (it being understood that Closing Date, the same issuer may be referred to differently due to the use of abbreviations or shorthand references by different record keepers)issuer, outstanding principal balance, coupon/spread, stated maturity, country of Domicile, ▇▇▇▇▇’▇ Rating, Moody’s Default Probability Rating and S&P Rating and country of Domicile with respect to each Collateral Obligation as of the Effective Date and the information provided by the Issuer with respect to every other asset included in the Assets, by reference to such sources as shall be specified therein therein, (such report, the “Accountants’ Effective Date Comparison AUP Report”B) and (y) recalculating and comparing calculating as of the Effective Date the level of compliance with, or satisfaction or non-satisfaction of (1) the Effective Date Tested Items Target Initial Par Condition, (2) each Overcollateralization Ratio Test, (3) the Concentration Limitations and (4) the Collateral Quality Test (excluding the S&P CDO Monitor Test), and (C) specifying the procedures undertaken by them to review data and computations relating to such report (the “Accountants’ Effective Date Recalculation AUP Report”), and (ii) the Issuer Certificate. Information provided to S&P pursuant to this Section 7.18 shall cause the Collateral Administrator to compile and deliver to the Rating Agency (in the case of delivery to S&P, be delivered via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ a report (the “Effective Date Report”), determined as of the Effective Date, containing (A) the information required in a Monthly Report, (B) a calculation of the Aggregate Principal Balance that indicates whether the Aggregate Principal Balance equals or exceeds the Target Initial Par Amount in satisfaction of the Target Initial Par Condition and (C) a list of any Closing Date Participation Interests held by the Issuer as of the Effective Date. For the avoidance of doubt, the Effective Date Report shall not include or refer to the Accountants’ Report and no Accountants’ Report shall be provided to or otherwise shared with the Rating Agency. (d) In accordance with SEC Release No. 34-72936, Form 15-E, only in its complete and unedited form which includes the Accountants’ Effective Date Comparison AUP Report as an attachment and, if Additional Debt or additional Subordinated Securities are issued, any Accountants’ Report delivered pursuant to Section 2.4(e) as an attachment, will be provided by the Independent accountants to the Issuer who will post such Form 15-E, except for the redaction of any sensitive information, on the 17g-5 Website. Copies of the Accountants’ Effective Date Recalculation AUP Report or any other accountants’ report provided by the Independent accountants to the Issuer, Trustee, Collateral Manager or Collateral Administrator will not be provided to any other party including the Rating Agency (other than as provided in an access letter between the accountants and such party)▇. (e) If (1) neither the Effective Date S&P Conditions have not been Moody’s Condition nor the ▇▇▇▇▇’▇ Rating Condition is satisfied prior to the date that is thirty (30) days 30 Business Days after the Effective Date or (2but in no event later than the Determination Date immediately preceding the first Payment Date) S&P has not provided written confirmation (which may take the form of such occurrence constituting a press release or other written communication“Moody’s Ramp-Up Failure”) of its Initial Rating of the Secured Debt rated by S&P by the date thirty then (30A) Business Days following the Effective Date, then the Issuer (or the Collateral Manager on the Issuer’s behalf) shall either (i) notify Moody’s that the Effective Date Moody’s Condition has been satisfied on or before the first Determination Date or (ii) request S&P Moody’s to provide confirm on or before the first Determination Date that Moody’s will not reduce or withdraw its Initial Rating of the Class A Notes and (B) if, by the first Determination Date, the Issuer (or the Collateral Manager on the Issuer’s behalf) has not confirmed to Moody’s that the Effective Date Moody’s Condition has been satisfied or obtained the confirmation from Moody’s, each as described in the preceding clause (A) of this paragraph, the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Trustee to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount and may, prior to the first Payment Date, purchase additional Collateral Obligations in an amount sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to (i) confirm to Moody’s that the Effective Date Moody’s Condition has been satisfied or (ii) obtain from Moody’s written confirmation of its Initial Rating of the Secured Debt rated by S&P Class A Notes; provided that, in lieu of complying with the preceding clauses (which A) and (B), the Issuer (or the Collateral Manager on the Issuer’s behalf) may take such action, including but not limited to, a Special Redemption and/or transferring amounts from the form Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special Redemption), sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to (1) confirm to Moody’s that the Effective Date Moody’s Condition has been satisfied or (2) obtain from Moody’s written confirmation of a press release or other written communication)its Initial Rating of the Class A Notes. In such caseNotwithstanding anything in this Indenture to the contrary, if the Issuer (or the Collateral Manager on the Issuer’s behalf) elects to direct a Special Redemption of the Notes pursuant to this clause (e), the Issuer may use amounts on deposit in the Principal Collection Subaccount to make such Special Redemption on any Business Day (other than a Payment Date) to the extent necessary to obtain from the applicable Rating Agency its written confirmation of its Initial Ratings of the Notes, provided, such confirmation from ▇▇▇▇▇’▇ is not required if the Effective Date Moody’s Condition has been satisfied. Payments made in respect of the Notes in connection with such Special Redemption shall be paid in accordance with the Note Payment Sequence. For the avoidance of doubt, such payments will be made without regard to the Priority of Payments. Amounts may not be transferred from the Interest Collection Subaccount to the Principal Collection Subaccount in connection with such a Special Redemption on a Business Day other than a Payment Date if, after giving effect to such transfer the amounts available pursuant to the Priority of Payments on the next succeeding Payment Date would be insufficient to pay the full amount of the accrued and unpaid interest on the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes, the Class F Notes and the Class G Notes on such next succeeding Payment Date. (f) If S&P does not provide written confirmation of its Initial Rating of the Secured Debt Notes on or prior to the date 30 Business Days after the Effective Date (but in no event later than the Determination Date immediately preceding the first Payment Date), then the Issuer (or the Collateral Manager on the Issuer’s behalf) will instruct the Collateral Trustee to transfer amounts from the Interest Collection Subaccount to the Principal Collection Subaccount and may, prior to the first Payment Date, use such funds on behalf of the Issuer for the purchase of additional Collateral Obligations until such time as S&P has provided written confirmation of its Initial Rating Ratings of the Secured Debt (provided that the amount of such transfer would not result in a default in the payment of interest with respect to the Class A Debt or the Class B Notes); provided that in lieu of complying with this clause (ef), the Issuer (or the Collateral Manager on the Issuer’s behalf) may take such action, including but not limited to, a Special Redemption and/or transferring amounts from the Interest Collection Subaccount to the Principal Collection Subaccount as Principal Proceeds (for use in a Special Redemption), sufficient to enable the Issuer (or the Collateral Manager on the Issuer’s behalf) to obtain written confirmation of its Initial Rating Ratings of the Secured Debt Notes from S&P. S&P. (fg) U.S.$25,000,000 U.S.$119,368,315.75 of the net proceeds of the issuance of the Notes and incurrence of the Class A Loans will be deposited in the Ramp-Up Account on the Closing Date. At the direction of the Issuer (or the Collateral Manager on behalf of the Issuer), the Collateral Trustee shall apply amounts held in the Ramp-Up Account to purchase additional Collateral Obligations and Principal Financed Accrued Interest from the Closing Date to and including the Effective Date as described in clause (b) above. If on the Effective Date, any amounts on deposit in the Ramp-Up Account have not been applied to purchase Collateral Obligations, such amounts shall be applied as described in Section 10.3(c). (g) [Reserved].