SEC RULE 17G-7 REPORT OF R&WS: Assurant CLO I, Ltd. Deal v1.0 Compared To CLO, SME, Other Cash Flow CDO & ABS v2.0

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1 SEC RULE 17G-7 REPORT OF R&WS: Assurant CLO I, Ltd. Deal v1.0 Compared To CLO, SME, Other Cash Flow CDO & ABS v2.0 The description in this report of the asset-pool related representations, warranties and enforcement mechanisms available to investors in the Transaction (this 17g-7 Report ) is based solely upon the forms of the offering and transaction documents that have been provided to Moody's by the issuer as of the date of this 17g-7 Report (or as of the date of any subsequent credit rating report issued by Moody's that refers to or includes this 17g-7 Report, to the extent so stated in such subsequent credit rating report). The issuer has advised Moody's that such forms of documents conform in all material respects to the documents in effect for the Transaction as of the date of this 17g-7 Report (or as of the date of the subsequent credit rating report issued by Moody's that refers to or includes this 17g-7 Report). Moody's has not undertaken any other investigation into the accuracy of the issuer's statement. In rating the Transaction, Moody's evaluates the representations, warranties and enforcement mechanisms contained in the offering and transaction documents solely as and to the extent described in its rating criteria. Further, Moody's rating may depend significantly on factors other than such representations, warranties and enforcement mechanisms. Moody's does not in this 17g-7 Report provide any opinion or recommendation as to the adequacy or effectiveness of the representations, warranties and enforcement mechanisms described herein (whether with respect to the Transaction or the Benchmark). Investors must conduct their own analysis of the adequacy and effectiveness, and of the legal and other implications, of the representations, warranties and enforcement mechanisms in the Transaction. Moody's has prepared the Benchmark based solely on its review of documentation for a sampling of transactions previously rated by Moody's and its knowledge of industry standards and the market in general. In rating such prior transactions, Moody's likely relied significantly on factors other than the representations, warranties and enforcement mechanisms contained in the related transaction documents. Except to the extent described herein, Moody's has not undertaken to determine whether or to what extent the representations, warranties or enforcement mechanisms in such prior transactions differ from those in transactions that have not been rated by Moody's. Further, in determining which transactions are similar to the Transaction for purposes of preparing this 17g-7 Report, Moody's has relied on its own perception and opinion and has necessarily treated certain transactions as not being "similar" to each other for purposes of this 17g-7 Report, even though they may be similar in one or more respects. Accordingly, there may be transactions in the marketplace that are similar in one or more respects to the Transaction and contain one or more representations, warranties or enforcement mechanisms that differ from or are not included in the Benchmark or in the documents for the Transaction. The asset-backed securities market is dynamic and continuously evolving. Accordingly, representations, warranties and enforcement mechanisms in asset-backed securities transactions may change or differ over time or from one transaction to another, depending on circumstances or the perceptions of market participants. Moody's may periodically update the Benchmark; however, there can be no assurance that the Benchmark will always reflect the current state of the market in all material respects. Moody's is not issuing or offering any securities in the Transaction or otherwise participating in any such issuance or offering. Any such offer can only be made through the issuer. Neither the issuer of the securities referred to herein, nor any other person, is authorized to include this 17g-7 Report (or any portion hereof) in any registration statement, prospectus, free writing prospectus, private placement memorandum or any other disclosure document or regulatory filing, or otherwise to use this 17g-7 Report, directly or indirectly, to sell or offer to sell, or to buy or offer to buy, any security. As used in this 17g-7 Report, which has been prepared for a Non-RMBS transaction, the language no comparable item means no comparable representation, warranty or enforcement mechanism (or element thereof) is disclosed in the offering documents, i.e., explicitly stated in (1) the offering documents, (2) any document that is incorporated by reference into, or attached as an exhibit to, the offering documents, (3) any document referenced in the offering documents as expressly qualifying information contained in the offering documents or (4) any document to which the disclosure in the offering documents is either expressly stated to be subject or expressly stated to be construed together with. This 17g-7 Report is made available to comply with Rule 17g-7 under the United States Securities Exchange Act of 1934, as amended. The Benchmark used in this 17g-7 Report has been prepared based on a review of United States transactions only. 1 NOVEMBER 2, 2017 COMPARISON OF REPRESENTATIONS, WARRANTIES AND ENFORCEMENT MECHANISMS:

2 I. REPRESENTATIONS AND WARRANTIES I. The representations, warranties and/or enforcement mechanisms set forth below have been disclosed under the offering documents for the Transaction pursuant to the following agreement(s): INDENTURE ("Ind.") COLLATERAL MANAGEMENT AGREEMENT ("CMA") REPRESENTATIONS AND WARRANTIES A. Issuer Representations and Warranties. The Issuer represents and warrants to the Trustee, that as of the Closing Date and on each date on which an Asset is Granted to the Trustee under the Indenture: A. Issuer Representations and Warranties. (a) With respect to each Asset: (a) [Ind., 7.19(a)] Representations Relating to Security Interests in the Assets. The Issuer hereby represents and warrants that, as of the Closing Date (which representations and warranties shall survive the execution of this Indenture and be deemed to be repeated on each date on which an Asset is Granted to the Trustee hereunder): The Issuer owns [such ]/[each] Asset free and clear of any lien, claim or encumbrance of any person, other than such as are created under, or permitted by, the Indenture. The Issuer owns such Asset free and clear of any lien, claim or encumbrance of any Person, other than such as are created under, or permitted by, this Indenture. Other than the security interest Granted to the Trustee pursuant to the Indenture, except as permitted by the Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Assets. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Assets other than any financing statement relating to the security interest granted to the Trustee thereunder or that has been terminated; the Issuer is not aware of any judgment, PBGC liens or tax lien filings against the Issuer. Other than the security interest Granted to the Trustee pursuant to this Indenture, except as permitted by this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Assets. The Issuer has not authorized the filing of and is not aware of any Financing Statements against the Issuer that include a description of collateral covering the Assets other than any Financing Statement relating to the security interest granted to the Trustee hereunder or that has been terminated; the Issuer is not aware of any judgment, PBGC liens or tax lien filings against the Issuer. (iii) All Assets (other than the Accounts) constitute cash, accounts, instruments, general intangibles, uncertificated securities, certificated securities or security entitlements to financial assets resulting from the crediting of financial assets to a securities account. (iii) All Assets constitute Cash, accounts (as defined in Section 9-102(a)(2) of the UCC), Instruments, general intangibles (as defined in Section 9-102(a)(42) of the UCC), uncertificated securities (as defined in Section 8-102(a)(18) of the UCC), Certificated Securities or security entitlements to financial assets resulting from the crediting of financial assets to a "securities account" (as defined in Section 8-501(a) of the UCC). (iv) All Accounts constitute securities accounts under Section 8-501(a) of the UCC. (iv) All Accounts constitute "securities accounts" under Section 8-501(a) of the UCC. (v) The Indenture creates a valid and continuing security interest (as defined in Section 1-201(37) of the UCC) in such Assets in favor of the Trustee, for the benefit and security of the Secured Parties, which security interest is prior to all other liens, claims and encumbrances (except as permitted otherwise in the Indenture), and is enforceable as such against creditors of and purchasers from the Issuer. (v) This Indenture creates a valid and continuing security interest (as defined in Section 1-201(37) of the UCC) in such Assets in favor of the Trustee, for the benefit and security of the Secured Parties, which security interest is prior to all other liens, claims and encumbrances (except as permitted otherwise in this Indenture), and is enforceable as such against creditors of and purchasers from the Issuer. 2 NOVEMBER 2, 2017 COMPARISON OF REPRESENTATIONS, WARRANTIES AND ENFORCEMENT MECHANISMS:

3 (vi) The Issuer has received all consents and approvals required by the terms of the Assets to the pledge to the Trustee of its interest and rights in the Assets. (vi) [Ind., 7.19(b)] The Issuer has received all consents and approvals required by the terms of the Assets to the pledge hereunder to the Trustee of its interest and rights in the Assets. [Ind., 7.19(c)] The Issuer has received all consents and approvals required by the terms of the Assets to the pledge hereunder to the Trustee of its interest and rights in the Assets. [Ind., 7.19(d)] The Issuer has received, or shall receive, all consents and approvals required by the terms of the Assets to the pledge hereunder to the Trustee of its interest and rights in the Assets. (b) With respect to Assets that constitute Instruments: (b) [Ind., 7.19(b)] The Issuer hereby represents and warrants that, as of the Closing Date (which representations and warranties shall survive the execution of this Indenture and be deemed to be repeated on each date on which an Asset is Granted to the Trustee hereunder), with respect to Assets that constitute Instruments: Either (x) the Issuer has caused or will have caused, within ten days after the Closing Date, the filing of all appropriate Financing Statements in the proper office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Instruments granted to the Trustee, for the benefit and security of the Secured Parties or (y) (A) all original executed copies of each promissory note or mortgage note that constitutes or evidences the Instruments have been delivered to the Trustee or the Issuer has received written acknowledgement from a custodian that such custodian is holding the mortgage notes or promissory notes that constitute or evidence the Instruments solely on behalf of the Trustee and for the benefit of the Secured Parties and (B) none of the Instruments that constitute or evidence the Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Trustee, for the benefit of the Secured Parties. Either (x) the Issuer has caused or shall have caused, within 10 days after the Closing Date, the filing of all appropriate Financing Statements in the proper office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Instruments granted to the Trustee, for the benefit and security of the Secured Parties or (y) (A) all original executed copies of each promissory note or mortgage note that constitutes or evidences the Instruments have been delivered to the Trustee or the Issuer has received written acknowledgement from a custodian that such custodian is holding the mortgage notes or promissory notes that constitute evidence of the Instruments solely on behalf of the Trustee and for the benefit of the Secured Parties and (B) none of the Instruments that constitute or evidence the Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Trustee, for the benefit of the Secured Parties. The Issuer has not communicated an authoritative copy of any Instruments or chattel paper that constitutes or evidences the Collateral and is in electronic form to any Person other than the Trustee. [no comparable item] (c) The Issuer represents and warrants to the Trustee that, as of the Closing Date (which representations and warranties are deemed to be repeated on each date on which an Asset is Granted to the Trustee under the Indenture), with respect to the Assets that constitute Security Entitlements: (c) [Ind., 7.19(c)] The Issuer hereby represents and warrants that, as of the Closing Date (which representations and warranties shall survive the execution of this Indenture and be deemed to be repeated on each date on which an Asset is Granted to the Trustee hereunder), with respect to the Assets that constitute Security Entitlements: All of such Assets have been and will have been credited to one of the Accounts which are securities accounts within the meaning of Section 8-501(a) of the UCC. The Securities Intermediary for each Account has agreed to treat all assets credited to such Accounts as financial assets within the meaning of Section 8-102(a)(9) of the UCC. All of such Assets have been and shall have been credited to one of the Accounts which are securities accounts within the meaning of Section 8-501(a) of the UCC. The Securities Intermediary for each Account has agreed to treat all assets credited to such Accounts as "financial assets" within the meaning of Section 8-102(a)(9) of the UCC. (x) The Issuer has caused or will have caused, within ten days after the Closing Date, the filing of all appropriate Financing Statements in the proper office in the appropriate jurisdictions under applicable law in order to perfect the security interest granted to the Trustee, for the benefit and security of the Secured Parties, under the Indenture and (y) (A) the Issuer has delivered to the Trustee a fully executed Securities Account Control Agreement pursuant to which the Custodian has agreed to comply with all instructions originated by the Trustee relating to the Accounts without further consent by the Issuer or (B) the Issuer has taken all steps necessary to cause the Custodian to identify in its records the Trustee as the person having a security entitlement against the Custodian in each of the Accounts. (x) The Issuer has caused or shall have caused, within 10 days after the Closing Date, the filing of all appropriate Financing Statements in the proper office in the appropriate jurisdictions under applicable law in order to perfect the security interest granted to the Trustee, for the benefit and security of the Secured Parties, hereunder and (y) (A) the Issuer has delivered to the Trustee a fully executed Securities Account Control Agreement pursuant to which the Custodian has agreed to comply with all instructions originated by the Trustee relating to the Accounts without further consent by the Issuer or (B) the Issuer has taken all steps necessary to cause the Custodian to identify in its records the Trustee as the Person having a security entitlement against the Custodian in each of the Accounts. 3 NOVEMBER 2, 2017 COMPARISON OF REPRESENTATIONS, WARRANTIES AND ENFORCEMENT MECHANISMS:

4 (iii) The Accounts are not in the name of any person other than the Issuer or the Trustee. The Issuer has not consented to the Custodian complying with the entitlement order of any Person other than the Trustee (and the Issuer prior to a notice of exclusive control being provided by the Trustee). (iii) The Accounts are not in the name of any Person other than the Issuer or the Trustee. The Issuer has not consented to the Custodian to comply with the entitlement order of any Person other than the Trustee (and the Issuer prior to a notice of exclusive control being provided by the Trustee). (d) With respect to Assets that constitute general intangibles, the Issuer has caused or will have caused, within ten days after the Closing Date, the filing of all appropriate Financing Statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Assets granted to the Trustee, for the benefit and security of the Secured Parties, under the Indenture. (d) [Ind., 7.19(d)] The Issuer hereby represents and warrants that, as of the Closing Date (which representations and warranties shall survive the execution of this Indenture and be deemed to be repeated on each date on which an Asset is Granted to the Trustee hereunder), with respect to Assets that constitute general intangibles: The Issuer has caused or shall have caused, within 10 days after the Closing Date, the filing of all appropriate Financing Statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Assets granted to the Trustee, for the benefit and security of the Secured Parties, hereunder. B. Collateral Manager Representations and Warranties. The Collateral Manager represents and warrants to the Issuer that, as of the Closing Date: B. [CMA, 14(b)] The Collateral Manager hereby represents and warrants to the Issuer, as of the date hereof, as follows: (a) All Collateral Obligations and Eligible Investments purchased on behalf of the Issuer satisfy or will satisfy, as the case may be, the definition of Collateral Obligations (as defined in Schedule 1 below) or Eligible Investment (as defined in the Indenture), and satisfy or will satisfy, as the case may be, all terms and conditions applicable to such purchases as set forth either the Collateral Management Agreement or in the Indenture. (a) [no comparable item] II. ENFORCEMENT MECHANISMS II. ENFORCEMENT MECHANISMS A. Event of Default for Breach of Issuer s Representations and Warranties. It will be an Event of Default under the Indenture if any material representation or warranty of the Issuer made in the Indenture or in any certificate or other writing delivered pursuant hereto or in connection herewith fails to be correct in each case in all material respects when the same shall have been made, and the continuation of such default, breach or failure for a period of [30] /[45] days after notice to the Issuer and the Collateral Manager by registered or certified mail or overnight courier, by the Trustee, the Issuer or the Collateral Manager, or to the Issuer, the Collateral Manager and the Trustee at the direction of the Holders of at least a Majority of the Controlling Class. A. [Ind., 5.1] Events of Default. Event of Default, wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): [ ] (d) [ ] the failure of any representation or warranty of the Issuer or the Co-Issuer made in this Indenture or in any certificate or other writing delivered pursuant hereto or in connection herewith to be correct in each case in all material respects when the same shall have been made that such failure has had a material adverse effect on such holder and the continuation of such default, breach or failure for a period of 45 days after notice to the Issuer or the Co-Issuer, as applicable, and the Collateral Manager by registered or certified mail or overnight courier, by the Trustee, the Issuer, the Co-Issuer or the Collateral Manager, or to the Issuer or the Co-Issuer, as applicable, the Collateral Manager and the Trustee at the direction of the Holders of at least a Majority of the Controlling Class, specifying such default, breach or failure and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; provided that, if the Issuer or the Co-Issuer, as applicable (as notified to the Trustee by the Collateral Manager in writing), has commenced curing such default, breach or failure during the 45-day period specified above, such default, breach or failure shall not constitute an Event of Default under this clause (d) unless it continues for a period of 60 days (rather than, and not in addition to, such 45-day period specified above) after such notice (to the extent such default, breach or failure can be cured); provided further that any failure to effect a Refinancing, Optional Redemption or Re-Pricing Amendment (including a Redemption Settlement Delay) shall not be an Event of Default[.] 4 NOVEMBER 2, 2017 COMPARISON OF REPRESENTATIONS, WARRANTIES AND ENFORCEMENT MECHANISMS:

5 B. Acceleration Upon Event of Default. If an Event of Default occurs and is continuing the Trustee may, or upon the written direction of at least [50%]/[66 2/3%] of the Controlling Class, shall declare the principal of all the [Secured] Notes to be immediately due and payable by notice to the Co-Issuers. B. [Ind., 5.2(a)] Acceleration of Maturity; Rescission and Annulment. If an Event of Default occurs and is continuing (other than an Event of Default specified in Section 5.1(e) or (f)), the Trustee may (with the written consent of a Majority of the Controlling Class), and shall (upon the written direction of a Majority of the Controlling Class), by notice to the Co-Issuers, the Collateral Manager and each Rating Agency, declare the principal of all the Secured Notes to be immediately due and payable, and upon any such declaration the principal of the Secured Notes, together with all accrued and unpaid interest thereon (including, in the case of the Class C Notes, the Class D Notes and the Class E Notes, any Secured Note Deferred Interest), and other amounts payable hereunder through the date of acceleration, shall become immediately due and payable. [...] C. Proceeding to Cure Breach of Representations and Warranties. If an Event of Default as described in the Indenture relating to a material breach of a representation or warranty shall have occurred and be continuing the Trustee may, and at the written direction of the Holders of not less than 25% of the Aggregate Outstanding Amount of the Controlling Class shall, subject to the terms of the Indenture, institute a Proceeding solely to cure the representation or warranty, the breach of which gave rise to the Event of Default under such Section, and enforce any equitable decree or order arising from such Proceeding. C. [Ind., 5.4(b)] If an Event of Default as described in Section 5.1(d) hereof shall have occurred and be continuing the Trustee may, and at the direction of the Holders of not less than 25% of the Aggregate Outstanding Amount of the Controlling Class shall, institute a Proceeding solely to compel performance of the covenant or agreement or to cure the representation or warranty, the breach of which gave rise to the Event of Default under such Section, and enforce any equitable decree or order arising from such Proceeding. D. Limitations on Suit. No Holder of any Note shall have any right to institute any Proceedings, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy under the Indenture, unless: (a) such Holder has previously given to the Trustee written notice of an Event of Default; (b) the Holders of not less than 25% of the then Aggregate Outstanding Amount of the Notes of the Controlling Class shall have made written request to the Trustee to institute Proceedings in respect of such Event of Default in its own name as Trustee under the Indenture and such Holder or Holders have provided the Trustee indemnity reasonably satisfactory to the Trustee against the costs, expenses (including reasonable attorneys fees and expenses) and liabilities to be incurred in compliance with such request; (c) the Trustee, for 30 days after its receipt of such notice, request and provision of such indemnity, has failed to institute any such Proceeding; and (d) no direction inconsistent with such written request has been given to the Trustee during such 30-day period by a Majority of the Controlling Class; it being understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of the Indenture to affect, disturb or prejudice the rights of any other Holders of Notes of the same Class or to obtain or to seek to obtain priority or preference over any other Holders of the Notes of the same Class or to enforce any right under the Indenture, except in the manner herein provided and for the equal and ratable benefit of all the Holders of Notes of the same Class subject to and in accordance with the Indenture and the Priority of Payments. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity pursuant to this section from two or more groups of Holders or beneficial owners of the Controlling Class, each representing less than a Majority of the Controlling Class, the Trustee shall act in accordance with the request specified by the group of Holders or beneficial owners with the greatest percentage of the Aggregate Outstanding Amount of the Controlling Class, notwithstanding any other provisions of the Indenture. If all such groups represent the same percentage, the Trustee, in its sole discretion, may determine what action, if any, shall be taken. D. [Ind., 5.8] Limitation on Suits. No Holder of any Note shall have any right to institute any Proceedings, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, with respect to the Notes, or any other remedy under the Notes, unless: (a) such Holder has previously given to the Trustee written notice of an Event of Default; (b) the Holders of not less than 25% of the then Aggregate Outstanding Amount of the Controlling Class shall have made written request to the Trustee to institute Proceedings in respect of such Event of Default in its own name as Trustee hereunder and such Holder or Holders have provided the Trustee indemnity reasonably satisfactory to the Trustee against the costs, expenses (including reasonable attorneys' fees and expenses) and liabilities to be incurred in compliance with such request; (c) the Trustee, for 30 days after its receipt of such notice, request and provision of such indemnity, has failed to institute any such Proceeding; and (d) no direction inconsistent with such written request has been given to the Trustee during such 30-day period by a Majority of the Controlling Class; it being understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes of the same Class or to obtain or to seek to obtain priority or preference over any other Holders of the Notes of the same Class or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all the Holders of Notes of the same Class subject to and in accordance with Section 13.1 and the Priority of Payments. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of the Controlling Class, each representing less than a Majority of the Controlling Class, the Trustee shall act in accordance with the request specified by the group of Holders with the greatest percentage of the Aggregate Outstanding Amount of the Controlling Class, notwithstanding any other provisions of this Indenture. If all such groups represent the same percentage, the Trustee, in its sole discretion, may determine what action, if any, shall be taken. 5 NOVEMBER 2, 2017 COMPARISON OF REPRESENTATIONS, WARRANTIES AND ENFORCEMENT MECHANISMS:

6 E. Control by Noteholders. A Majority of the Controlling Class shall have the right following the occurrence, and during the continuance of, an Event of Default to cause the institution of and direct the time, method and place of conducting any Proceeding for any remedy available to the Trustee; provided that: (a) such direction shall not conflict with any rule of law or with any express provision of the Indenture; (b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction; provided that subject to certain provisions in the Indenture, the Trustee need not take any action that it determines might involve it in liability or expense (unless the Trustee has received the indemnity as set forth in (c)); (c) the Trustee shall have been provided with indemnity reasonably satisfactory to it; and (d) notwithstanding the foregoing, any direction to the Trustee to undertake a sale of the assets shall be by the Holders of Notes representing the requisite percentage of the Aggregate Outstanding Amount of Notes of the Controlling Class specified herein. E. [Ind., 5.13] Control by Majority of Controlling Class. Notwithstanding any other provision of this Indenture, a Supermajority of the Controlling Class shall have the right following the occurrence, and during the continuance of, an Event of Default to cause the institution of and direct the time, method and place of conducting any Proceeding for any remedy available to the Trustee; provided that: (a) such direction shall not conflict with any rule of law or with any express provision of this Indenture; (b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction; provided that subject to Section 6.1, the Trustee need not take any action that it determines might cause it to incur any liability (unless the Trustee has received the indemnity as set forth in (c) below); (c) the Trustee shall have been provided with indemnity reasonably satisfactory to it; and (d) notwithstanding the foregoing, any direction to the Trustee to undertake a Sale of the Assets must satisfy the requirements of Section 5.5. F. Removal of Collateral Manager for Cause. The Collateral Manager may be removed for Cause upon [10 Business Days ]/[[10]/[30] days ] prior written notice by the Issuer or the Trustee at the direction of [50%]/[66 2/3%] of either the Controlling Class or the [Subordinated Notes]/[Preferred Securityholders]. Cause includes the failure of any representation, warranty, certification or statement made or delivered by the Collateral Manager in or pursuant to the Collateral Management Agreement or the Indenture to be correct in any material respect when made which failure (A) [could]/[would] reasonably be expected to have a Material Adverse Effect on the Issuer, the Holders of any Class of Notes [or the [Subordinated Notes]/[Preferred Securityholders]] and (B) is not corrected by the Collateral Manager within 30 days after the first to occur of any professional employee of the Collateral Manager directly involved in the performance by the Collateral Manager of its duties under the Collateral Management Agreement has actual knowledge of the failure and a Responsible Officer of the Collateral Manager receiving notice of such failure unless, if such failure is remediable, the Collateral Manager has taken action commencing the cure thereof within such 30 day period that the Collateral Manager believes in good faith will remedy such failure within [45]/ [60] days of the earlier to occur of such Authorized Officer receiving notice thereof or having actual knowledge thereof. F. [CMA, 12(a)] Removal for Cause. The Collateral Manager may be removed for Cause upon 10 Business Days prior written notice by the Issuer ( Termination Notice ) at the direction of a Supermajority of the Controlling Class (disregarding any Collateral Manager Notes) and a Supermajority of the Subordinated Notes (disregarding any Collateral Manager Notes). Simultaneous with its direction to the Issuer to remove the Collateral Manager for Cause, the Controlling Class shall provide to the Issuer a written statement setting forth the reason for such removal ( Statement of Cause ). The Issuer shall deliver to the Trustee (who shall deliver a copy of such notice to the Holders) a copy of the Termination Notice and the Statement of Cause within one Business Day of receipt. No such removal shall be effective (A) until the date as of which a successor collateral manager shall have been appointed in accordance with Sections 10(d) and (e) and delivered an Instrument of Acceptance to the Issuer and the removed Collateral Manager and the successor collateral manager has effectively assumed all of the Collateral Manager s duties and obligations and (B) unless the Statement of Cause has been delivered to the Issuer as set forth in this Section 12(a). Cause means any of the following: [ ] (iii) the failure of any representation or warranty of the Collateral Manager herein or any certification or written statement delivered or made by the Collateral manager pursuant to the Indenture to be correct in any material respect when such representation, warranty, certification or written statement, as applicable, is made, which failure (A) has a Material Adverse Effect on the Issuer and (B) is not corrected by the Collateral Manager within 30 days of an authorized officer of the Collateral Manager receiving notice of such failure[.] 6 NOVEMBER 2, 2017 COMPARISON OF REPRESENTATIONS, WARRANTIES AND ENFORCEMENT MECHANISMS:

7 SCHEDULE 1 DEFINITIONS SCHEDULE 1 [no comparable item] A. Collateral Obligation means: A Loan [(provided, that in the case of a Participation Interest, the Moody s Counterparty Criteria are met with respect thereto)] pledged by the Issuer to the Trustee pursuant to this Indenture that, as of the date of acquisition by the Issuer (or the Closing Date, for obligations already owned by the Issuer as of the Closing Date or, if applicable, the date that a binding commitment with respect to the acquisition of such asset is entered into): 1. is a Secured Loan Obligation, an Unsecured Loan, a Senior Secured Note, a Second Lien Loan, [a Senior Secured Bond, a High Yield Bond] or a DIP Collateral Obligation; A. [no comparable item] 1. [no comparable item] 2. is U.S. Dollar denominated and is neither convertible by the Issuer or the obligor thereof into, nor payable in, any other currency; 2. [no comparable item] 3. is not a Defaulted Obligation or a Credit Risk Obligation; 3. [no comparable item] 4. is not a Bridge Loan, a Synthetic Security[ or a Participation Interest] and does not include or support a Letter of Credit; 4. [no comparable item] 5. is not a lease [other than a Finance Lease]; 5. [no comparable item] 6. is not a Structured Finance Obligation; 6. [no comparable item] 7. does not by its terms permit the deferral or capitalization of accrued unpaid interest (unless it is an Exchanged Deferrable Security)]/ [if an obligation which by its terms permits the deferral or capitalization of payment of accrued, unpaid interest, it is not currently in default with respect to the portion of the interest due thereon to be paid in Cash on each payment date with respect thereto; 7. [no comparable item] 8. is not an Equity Security or by its terms convertible into or exchangeable for an Equity Security at the option of the issuer thereof or any other person other than the Issuer except for an Equity Security acquired as part of a unit in connection with the purchase of a Collateral Obligation, so long as no more than 2.0% of the value of such Collateral Obligation is attributable to the value of such Equity Security, as determined by the Collateral Manager in its discretion. 8. [no comparable item] 9. does not attach any units of debt or warrants or options to purchase Equity Securities; 9. [no comparable item] 10. is not an Interest Only Security, Step-Up Obligation or Step-Down Obligation; 10. [no comparable item] 11. provides (with respect to amounts drawn thereunder) for a fixed amount of principal payable in Cash on scheduled payment dates and/or at maturity and does not by its terms provide for earlier amortization or prepayment at a price of less than par; 11. [no comparable item] 7 NOVEMBER 2, 2017 COMPARISON OF REPRESENTATIONS, WARRANTIES AND ENFORCEMENT MECHANISMS:

8 12. does not constitute Margin Stock; 12. [no comparable item] 13. is an asset with respect to which the Issuer will receive payments due under the terms of such asset and proceeds from disposing of such asset free and clear of withholding tax, other than (A) withholding tax as to which the Obligor or issuer must make additional payments so that the net amount received by the Issuer after satisfaction of such tax is the amount due to the Issuer before the imposition of any withholding tax, (B) withholding tax on (x) amendment, waiver, consent and extension fees or (y) commitment fees and other similar fees in respect of Revolving Collateral Obligations and Delayed Drawdown Collateral Obligations and (C) withholding taxes imposed pursuant to FATCA; 13. [no comparable item] 14. has a Moody s Rating and an S&P Rating; 14. [no comparable item] 15. is not a debt obligation (other than a Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation) whose repayment is subject to substantial non-credit related risk as determined by the Collateral Manager in its reasonable judgment; 15. [no comparable item] 16. except for Delayed Drawdown Collateral Obligations and Revolving Collateral Obligations, is not an obligation pursuant to which any future advances or payments to the borrower or the Obligor thereof may be required to be made by the Issuer; 16. [no comparable item] 17. will not require the Issuer, the Co-Issuer or the pool of Assets to be registered as an investment company under the Investment Company Act; 17. [no comparable item] 18. is not the subject of a tender offer, voluntary redemption, exchange offer, conversion or other similar action; 18. [no comparable item] 19. does not have an S&P Rating that is below CCC- or a Moody s Default Probability Rating that is below Caa3 ; 19. [no comparable item] 20. does not have an f, r, p, pi, q, sf or t subscript assigned by S&P; 20. [no comparable item] 21. is not issued by an Emerging Market Obligor; 21. [no comparable item] 22. is not a Zero-Coupon Security, Small Obligor Loan, a Step-Up Obligation or a Step-Down Obligation; 22. [no comparable item] 23. does not mature after the Stated Maturity of the Notes; 23. [no comparable item] 24. if a Floating Rate Obligation, accrues interest at a floating rate determined by reference to (a) the Dollar prime rate, federal funds rate or LIBOR or (b) a similar interbank offered rate or commercial deposit rate or (c) any other then-customary index; 24. [no comparable item] 25. is Registered; 25. [no comparable item] 8 NOVEMBER 2, 2017 COMPARISON OF REPRESENTATIONS, WARRANTIES AND ENFORCEMENT MECHANISMS:

9 26. will not, by its acquisition (including the manner of acquisition), ownership, enforcement or disposition, cause the Issuer to violate the Tax Guidelines; 26. [no comparable item] 27. is not an interest in a grantor trust unless all of the assets of such trust meet the standards set forth herein for Collateral Obligations (other than clause (26)); 27. [no comparable item] 28. is purchased at a price at least equal to [50.0]/[60.0]% of its principal balance; 28. [no comparable item] 29. does not pay interest less frequently than [semi-annually]/[annually]; 29. [no comparable item] 30. is issued by an Obligor that is (x) Domiciled in the United States, Canada, a Group I Country, a Group II Country, a Group III Country or a Tax Jurisdiction and (y) not Domiciled in Greece, Italy, Ireland, Portugal or Spain; 30. [no comparable item] 31. is not issued by a sovereign, or by a corporate issuer located in a country, which sovereign or country on the date on which the obligation is acquired by the Issuer imposed foreign exchange controls that effectively limit the availability or use of U.S. Dollars to make when due the scheduled payments of principal thereof and interest thereon; 31. [no comparable item] 32. is not a debt obligation in respect of which the total potential indebtedness of its Obligor under all loan agreements, indentures and other instruments governing such Obligor s indebtedness (whether drawn or undrawn) is less than U.S.$[125,000,000]/[150,000,000]; 32. [no comparable item] 33. is not an obligation that is subject to a securities lending agreement; 33. [no comparable item] 34. either (A) is treated as indebtedness for U.S. federal income tax purposes and is not a United States real property interest for U.S. federal income tax purposes, or (B) is not treated as indebtedness for U.S. federal income tax purposes and is issued by an entity that is treated for U.S. federal income tax purposes as (x) a corporation that is a Tax Subsidiary or the equity interests in which are not United States real property interests for U.S. federal income tax purposes, it being understood that stock will not be treated as a United States real property interest if the class of such stock is regularly traded on an established securities market and the Issuer holds no more than 5% of such class at any time, all within the meaning of Section 897(c)(3) of the Code, (y) a partnership or disregarded entity for U.S. federal income tax purposes that is not engaged in a trade or business within the United States for U.S. federal income tax purposes and does not own any United States real property interests within the meaning of Section 897(c)(1) of the Code or (z) a grantor trust all of the assets of which are treated as debt instruments that are in registered form for U.S. federal income tax purposes or (C) based upon Tax Advice, the acquisition, ownership or disposition of such security will not cause the Issuer to be treated as engaged in a trade or business within the United States for U.S. federal income tax purposes or otherwise subject to U.S. federal income tax on a net income basis; 34. [no comparable item] 35. is able to be pledged to the Trustee pursuant to its Underlying Instruments; 35. [no comparable item] 9 NOVEMBER 2, 2017 COMPARISON OF REPRESENTATIONS, WARRANTIES AND ENFORCEMENT MECHANISMS:

10 36. is not an obligation issued by the Collateral Manager, any of its Affiliates that are collateralized debt obligation funds or any other Person that is a collateralized debt obligation fund whose investments are primarily managed by the Collateral Manager or any of its Affiliates; and 36. [no comparable item] 37. [is not a bond]/[ if it is a bond, note or other security, the following conditions are satisfied on such date: (a) the Issuer and the Collateral Manager have received the written advice of counsel of national reputation experienced in such matters (together with an Officer s certificate of the Issuer or the Collateral Manager to the Trustee (on which the Trustee may rely) that the advice specified in this definition has been received by the Issuer and the Collateral Manager) that: assuming the Issuer is a covered fund, none of the Secured Notes shall be considered an ownership interest therein (in each case, as such terms are defined for purposes of the Volcker Rule); or either (A) the Issuer is exempt from registration under the Investment Company Act, by virtue of Rule 3a-7 thereunder or another exemption or exclusion from registration as an investment company under the Investment Company Act (other than Section 3(c)(1) or Section 3(c)(7) thereof) or (B) the Issuer will otherwise not be considered a covered fund (as defined above); and (b) any amendments or supplements to the Indenture that are necessary for the Issuer to receive the advice described in clause (A) above shall have become effective in accordance with the terms thereof]. 37. [no comparable item] 10 NOVEMBER 2, 2017 COMPARISON OF REPRESENTATIONS, WARRANTIES AND ENFORCEMENT MECHANISMS:

11 Powered by TCPDF ( CLOs & STRUCTURED CREDIT Author Madalina Andrei Report Number: Moody s Corporation, Moody s Investors Service, Inc., Moody s Analytics, Inc. and/or their licensors and affiliates (collectively, MOODY S ). All rights reserved. CREDIT RATINGS ISSUED BY MOODY'S INVESTORS SERVICE, INC. AND ITS RATINGS AFFILIATES ( MIS ) ARE MOODY S CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES, AND MOODY S PUBLICATIONS MAY INCLUDE MOODY S CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES. MOODY S DEFINES CREDIT RISK AS THE RISK THAT AN ENTITY MAY NOT MEET ITS CONTRACTUAL, FINANCIAL OBLIGATIONS AS THEY COME DUE AND ANY ESTIMATED FINANCIAL LOSS IN THE EVENT OF DEFAULT. CREDIT RATINGS DO NOT ADDRESS ANY OTHER RISK, INCLUDING BUT NOT LIMITED TO: LIQUIDITY RISK, MARKET VALUE RISK, OR PRICE VOLATILITY. 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