Common use of Effective Date Actions Clause in Contracts

Effective Date Actions. (a) The Issuer (or the Collateral Manager on behalf of the Issuer) shall cause to be delivered to the Trustee and each Rating Agency on the Effective Date an amended Schedule of Closing Date Collateral Interests listing all Collateral Interests Granted to the Trustee pursuant to Section 7.17 on or before the Effective Date, which schedule shall supersede any prior Schedule of Closing Date Collateral Interests delivered to the Trustee. (b) The Issuer (or the Collateral Manager on behalf of the Issuer) must request each Rating Agency rating a Class of Notes to confirm within 30 Business Days after the Effective Date (or, in the case of each Rating Agency, any such later date (in no event longer than 60 Business Days after the Effective Date) that shall be acceptable to such Rating Agency), that it has not reduced or withdrawn the rating, if any, it assigned to such Class of Notes on the Closing Date, and to so notify in writing the Trustee, the Upfront Swap Counterparty, any Hedge Counterparty and any Synthetic Asset Counterparty, that it has not reduced or withdrawn the ratings assigned by it on the Closing Date to such Class of Notes. In the event that the Issuer fails to obtain a Rating Confirmation (a “Ratings Confirmation Failure”), on the next succeeding Payment Date thereafter, (i) as provided in Section 10.4, amounts on deposit in the Unused Proceeds Account, (ii) as provided in Section 11.1(a)(i), all Interest Proceeds remaining after payment of amounts referred to in clauses (1) through (40) of Section 11.1(a)(i) and (iii) as provided in Section 11.1(a)(ii), all Principal Proceeds remaining after payment of the amounts referred to in clauses (1) through (19) of Section 11.1(a)(ii), in each case will be used to pay principal of each such Class of Notes, sequentially in accordance with the Priority of Payments, until each such rating is confirmed or reinstated or such Class of Notes has been paid in full. Notwithstanding the foregoing, if the Issuer (or the Collateral Manager on its behalf) has requested in writing that each of the Rating Agencies provide Rating Confirmation within five Business Days after the Effective Date and obtained confirmation by electronic mail, facsimile or telephone that each of the Rating Agencies has received such request and has promptly delivered to the applicable Rating Agency any additional information reasonably requested by such Rating Agency, and any of the Rating Agencies fails to respond to such request within 30 Business Days after the Effective Date, then such failure to respond will not immediately constitute a Rating Confirmation Failure but shall not constitute receipt of Rating Confirmation so long as, as of the Effective Date, (x) the Collateral Interest Principal Balance equals at least $950,000,000 and (y) the Collateral Quality Tests are satisfied; provided that Rating Confirmation Failure shall thereafter occur immediately upon receipt from the Rating Agencies of an actual notice of Rating Confirmation Failure. If such response is not received within 60 Business Days after the Effective Date, the Issuer (or the Collateral Manager on behalf of the Issuer) shall, on such 60th Business Day, repeat its request for Rating Confirmation from any Rating Agency that has so failed to respond. In the event that any such Rating Agency fails to respond to any repeated request, the Issuer (or the Collateral Manager on behalf of the Issuer), on each 60th Business Day following a repeated request, shall again repeat its request for Rating Confirmation from such Rating Agency, and no such failure to respond will immediately constitute a Rating Confirmation Failure but shall not constitute receipt of Rating Confirmation so long as, as of the Effective Date, (x) the Collateral Interest Principal Balance equals at least $950,000,000 and (y) the Collateral Quality Tests are satisfied. In addition, if any rating assigned as of the Closing Date to any Class of Notes has not been confirmed, or is reduced or withdrawn, within 30 Business Days after the Effective Date by any Rating Agency, the Collateral Manager may, on behalf of the Issuer, within 10 Business Days provide to such Rating Agency a proposal (a “Proposal”) with respect to the Collateral Interests. If such Rating Agency accepts the Proposal, a Rating Confirmation shall be deemed to have occurred with respect to such Rating Agency provided the Collateral Manager meets the conditions set forth in such Proposal within the time requirements set forth in such Proposal. If the Collateral Manager, on behalf of the Issuer, elects not to submit a Proposal, if a Proposal is submitted but not accepted or if the Collateral Manager fails to meet the conditions set forth in the Proposal within the time requirements set forth in such Proposal then a Rating Confirmation Failure shall have occurred. (c) The Collateral Manager on behalf of the Issuer shall cause to be delivered to the Trustee, the Upfront Swap Counterparty, each Hedge Counterparty, each Synthetic Asset Counterparty and each Rating Agency, within fifteen Business Days after the Effective Date, an Accountants’ Report, dated as of the Effective Date, confirming that the Collateral Quality Tests and the Coverage Tests have been satisfied and that the Collateral Interests have an aggregate par amount equal to at least the Minimum Ramp-Up Amount (including for this purpose, the aggregate unfunded portion of the Delayed Draw Term Loans owned by the Issuer) and certifying the procedures applied and such accountants’ associated findings with respect to the Eligibility Criteria and specifying the procedures undertaken by them to review data and computations relating to such information. The Collateral Manager may on any date, prior to [•] or the first date on which the Aggregate Principal Balance of the Collateral Interests is at least equal to the Minimum Ramp-Up Amount (including for this purpose, the aggregate unfunded portion of the Delayed Draw Term Loans owned by the Issuer), upon written notice to the Trustee, the Issuer and the Co-Issuer and each Rating Agency (with a copy to each Hedge Counterparty and each Synthetic Asset Counterparty), declare that the Effective Date shall occur on the date specified in such notice; provided that each of the Collateral Quality Tests and the Coverage Tests will be satisfied as of such Effective Date and the Rating Agency Condition has been satisfied. The Issuer (or the Collateral Manager on behalf of the Issuer) shall cause to be delivered to S&P on the Effective Date a Microsoft Excel file that provides all of the inputs required to determine whether the S&P CDO Monitor Test has been satisfied.

Effective Date Actions. (a) The Issuer (or the Collateral Manager on behalf of the Issuer) shall cause to be delivered to the Trustee and each Rating Agency on the Effective Date an amended Schedule of Closing Date Collateral Interests Debt Securities listing all Collateral Interests Debt Securities Granted to the Trustee pursuant to Section 7.17 on or before the Effective Date and included in the Assets on the Effective Date, which schedule shall supersede any prior Schedule of Closing Date Collateral Interests Debt Securities delivered to the Trustee. (b) The Within 10 Business Days after the Effective Date, the Issuer (or the Collateral Manager on behalf of the Issuer) must shall request each Rating Agency rating a Class of Notes to confirm within 30 20 Business Days after the Effective Date (or, in the case of each Rating Agency, any such later date (in no event longer than 60 Business Days after the Effective Date) that shall be acceptable to such Rating Agency), that it has not reduced or withdrawn the rating, if any, it assigned to such Class of Notes on the Closing Date, and to so notify in writing the Trustee, the Upfront Swap Counterparty, Trustee and any Hedge Counterparty and any Synthetic Asset Counterparty, that it has not reduced or withdrawn the ratings assigned by it on the Closing Date to such Class of Notes. In the event that the Issuer fails to obtain a rating confirmation from each Rating Agency in accordance with this Section 7.18 within 20 Business Days following the Effective Date (a "Rating Confirmation (a “Ratings Confirmation Failure”"), on the next succeeding first Payment Date thereafter, (i) as provided in Section 10.4, all amounts remaining on deposit in the Unused Proceeds Account, (ii) as provided in Section 11.1(a)(i), all Interest Proceeds remaining after payment of the amounts referred to in clauses subclauses (1) through (4023) of Section 11.1(a)(i) and (iii) as provided in Section 11.1(a)(ii), all Principal Proceeds remaining after payment of the amounts referred to in clauses subclauses (1) through (196) of Section 11.1(a)(ii), in each case will be used to pay principal of each such Class of Notes, in each case sequentially in accordance with the Priority of Payments, until each such rating is confirmed or reinstated or such Class of Notes has been paid in full. Notwithstanding the foregoing, if the Issuer (or the Collateral Manager on its behalf) has requested in writing that each of the Rating Agencies provide Rating Confirmation within five Business Days after the Effective Date and obtained confirmation by electronic mail, facsimile or telephone that each of the Rating Agencies has received such request and has promptly delivered to the applicable Rating Agency any additional information reasonably requested by such Rating Agency, and any of the Rating Agencies fails to respond to such request within 30 Business Days after the Effective Date, then such failure to respond will not immediately constitute a Rating Confirmation Failure but shall not constitute receipt of Rating Confirmation so long as, as of the Effective Date, (x) the Collateral Interest Principal Balance equals at least $950,000,000 and (y) the Collateral Quality Tests are satisfied; provided that Rating Confirmation Failure shall thereafter occur immediately upon receipt from the Rating Agencies of an actual notice of Rating Confirmation Failure. If such response is not received within 60 Business Days after the Effective Date, the Issuer (or the Collateral Manager on behalf of the Issuer) shall, on such 60th Business Day, repeat its request for Rating Confirmation from any Rating Agency that has so failed to respond. In the event that any such Rating Agency fails to respond to any repeated request, the Issuer (or the Collateral Manager on behalf of the Issuer), on each 60th Business Day following a repeated request, shall again repeat its request for Rating Confirmation from such Rating Agency, and no such failure to respond will immediately constitute a Rating Confirmation Failure but shall not constitute receipt of Rating Confirmation so long as, as of the Effective Date, (x) the Collateral Interest Principal Balance equals at least $950,000,000 and (y) the Collateral Quality Tests are satisfied. In addition, if any rating assigned as of the Closing Date to any Class of Notes has not been confirmed, or is reduced or withdrawn, within 30 Business Days after the Effective Date by any Rating Agency, the Collateral Manager may, on behalf of the Issuer, within 10 Business Days provide to such Rating Agency a proposal (a “Proposal”) with respect to the Collateral Interests. If such Rating Agency accepts the Proposal, a Rating Confirmation shall be deemed to have occurred with respect to such Rating Agency provided the Collateral Manager meets the conditions set forth in such Proposal within the time requirements set forth in such Proposal. If the Collateral Manager, on behalf of the Issuer, elects not to submit a Proposal, if a Proposal is submitted but not accepted or if the Collateral Manager fails to meet the conditions set forth in the Proposal within the time requirements set forth in such Proposal then a Rating Confirmation Failure shall have occurred. (c) The Collateral Manager on behalf of the Issuer shall cause to be delivered to the Trustee, the Upfront Swap Counterparty, each Hedge Counterparty, each Synthetic Asset Counterparty and each Rating Agency, within fifteen six Business Days after the Effective Date, an Accountants’ ' Report, dated as of the Effective Date, confirming that the Collateral Quality Tests and the Coverage Tests have been satisfied and that the Collateral Interests Debt Securities have an aggregate par amount equal to at least the Minimum Ramp-Up Amount (including for this purpose, the aggregate unfunded portion of the Delayed Draw Term Loans owned by the Issuer) and certifying the procedures applied and such accountants’ ' associated findings with respect to the Eligibility Criteria and specifying the procedures undertaken by them to review data and computations relating to such information. The Collateral Manager may on any date, prior to [•] the 180th day following the Closing Date or the first date on which the Aggregate Principal Balance purchase of the Collateral Interests is at least Debt Securities having an aggregate par amount equal to the Minimum Ramp-Up Amount (including for this purpose, the aggregate unfunded portion of the Delayed Draw Term Loans owned by the Issuer)Amount, upon written notice to the Trustee, the Issuer and the Co-Issuer and each Rating Agency (with a copy to each Hedge Counterparty and each Synthetic Asset Counterparty), declare that the Effective Date shall occur on the date specified in such notice; provided that each of the Collateral Quality Tests and the Coverage Tests will be satisfied as of such Effective Date and the Rating Agency Condition has been satisfied. The Issuer (or the Collateral Manager on behalf of the Issuer) shall cause to be delivered to S&P on the Effective Date a Microsoft Excel file that provides all of the inputs required to determine whether the S&P CDO Monitor Test has been satisfied.

Effective Date Actions. (a) The Issuer (or the Collateral Manager on behalf of the Issuer) shall cause to be delivered to the Trustee and each Rating Agency on the Effective Date an amended Schedule of Closing Date Collateral Interests Debt Securities listing all Collateral Interests Debt Securities Granted to the Trustee pursuant to Section 7.17 on or before the Effective Date, which schedule shall supersede any prior Schedule of Closing Date Collateral Interests Debt Securities delivered to the Trustee. (b) The Within ten (10) Business Days after the Effective Date, the Issuer (or the Collateral Manager on behalf of the Issuer) must shall request each Rating Agency rating a Class of Notes to confirm within 30 twenty (20) Business Days after the Effective Date (or, in the case of each Rating Agency, any such later date (in no event longer than 60 Business Days after the Effective Date) that shall be acceptable to such Rating Agency), that it has not reduced or withdrawn the rating, if any, it assigned to such Class of Notes on the Closing Date, and to so notify in writing the Trustee, the Upfront Swap Counterparty, Trustee and any Hedge Counterparty and any Synthetic Asset Counterparty, that it has not reduced or withdrawn the ratings assigned by it on the Closing Date to such Class of Notes. In If any rating assigned as of the event that Closing Date to any Class of Notes has not been so confirmed, or is reduced or withdrawn, within twenty (20) Business Days after the Issuer fails to obtain a Effective Date by any such Rating Confirmation Agency (a “Ratings Rating Confirmation Failure”), on the next succeeding first Payment Date thereafter, (i) as provided in Section 10.4, amounts on deposit in the Unused Proceeds AccountAccount (to the extent not disbursed in connection with an Unused Proceeds Pro Rata Amortization), (ii) as provided in Section 11.1(a)(i), all Interest Proceeds remaining after payment of amounts referred to in clauses (1) through (4029) of Section 11.1(a)(i) and (iii) as provided in Section 11.1(a)(ii), all Principal Proceeds remaining after payment of the amounts referred to in clauses (1) through (1910) of Section 11.1(a)(ii), in each case will be used to pay principal of each such Class of Notes, sequentially in accordance with the Priority of Payments, until each such rating is confirmed or reinstated or such Class of Notes has been paid in full. Notwithstanding the foregoing, if the Issuer (or the Collateral Manager on its behalf) has requested in writing that each of the Rating Agencies provide Rating Confirmation within five Business Days after the Effective Date and obtained confirmation by electronic mail, facsimile or telephone that each of the Rating Agencies has received such request and has promptly delivered to the applicable Rating Agency any additional information reasonably requested by such Rating Agency, and any of the Rating Agencies fails to respond to such request within 30 Business Days after the Effective Date, then such failure to respond will not immediately constitute a Rating Confirmation Failure but shall not constitute receipt of Rating Confirmation so long as, as of the Effective Date, (x) the Collateral Interest Principal Balance equals at least $950,000,000 and (y) the Collateral Quality Tests are satisfied; provided that Rating Confirmation Failure shall thereafter occur immediately upon receipt from the Rating Agencies of an actual notice of Rating Confirmation Failure. If such response is not received within 60 Business Days after the Effective Date, the Issuer (or the Collateral Manager on behalf of the Issuer) shall, on such 60th Business Day, repeat its request for Rating Confirmation from any Rating Agency that has so failed to respond. In the event that any such Rating Agency fails to respond to any repeated request, the Issuer (or the Collateral Manager on behalf of the Issuer), on each 60th Business Day following a repeated request, shall again repeat its request for Rating Confirmation from such Rating Agency, and no such failure to respond will immediately constitute a Rating Confirmation Failure but shall not constitute receipt of Rating Confirmation so long as, as of the Effective Date, (x) the Collateral Interest Principal Balance equals at least $950,000,000 and (y) the Collateral Quality Tests are satisfied. In addition, if any rating assigned as of the Closing Date to any Class of Notes has not been confirmed, or is reduced or withdrawn, within 30 Business Days after the Effective Date by any Rating Agency, the Collateral Manager may, on behalf of the Issuer, within 10 Business Days provide to such Rating Agency a proposal (a “Proposal”) with respect to the Collateral Interests. If such Rating Agency accepts the Proposal, a Rating Confirmation shall be deemed to have occurred with respect to such Rating Agency provided disbursed in the Collateral Manager meets the conditions set forth manner described in such Proposal within the time requirements set forth in such Proposal. If the Collateral Manager, on behalf of the Issuer, elects not to submit a Proposal, if a Proposal is submitted but not accepted or if the Collateral Manager fails to meet the conditions set forth in the Proposal within the time requirements set forth in such Proposal then a Rating Confirmation Failure shall have occurredprovisions. (c) The Collateral Manager on behalf of the Issuer shall cause to be delivered to the Trustee, the Upfront Swap Counterparty, each Hedge Counterparty, each Synthetic Asset Counterparty and each Rating Agency, within fifteen six Business Days after the Effective Date, an Accountants’ Report, dated as of the Effective Date, confirming that whether the Collateral Quality Tests and the Coverage Tests have been satisfied and that the Collateral Interests Debt Securities have an aggregate par amount equal to at least the Minimum Ramp-Up Amount (including for this purpose, the aggregate unfunded portion of the Delayed Draw Term Loans owned by the Issuer) and certifying the procedures applied and such accountants’ associated findings with respect to the Eligibility Criteria and specifying the procedures undertaken by them to review data and computations relating to such information. The Collateral Manager may on any date, prior to [•] the 270th day following the Closing Date or the first date on which the Aggregate Principal Balance purchase of the Collateral Interests is at least Debt Securities having an aggregate par amount equal to the Minimum Ramp-Up Amount (including for this purpose, the aggregate unfunded portion of the Delayed Draw Term Loans owned by the Issuer)Amount, upon written notice to the Trustee, the Issuer and the Co-Issuer and each Rating Agency (with a copy to each Hedge Counterparty and each Synthetic Asset Counterparty), declare that the Effective Date shall occur on the date specified in such notice; provided that each of the Collateral Quality Tests and the Coverage Tests will be satisfied as of such Effective Date and the Rating Agency Condition has been satisfied. The Issuer (or the Collateral Manager on behalf of the Issuer) shall cause to be delivered to S&P on the Effective Date a Microsoft Excel file that provides all of the inputs required to determine whether the S&P CDO Monitor Test has been satisfied.

Effective Date Actions. (a) The Issuer (or the Collateral Manager Advisor on behalf of the Issuer) shall cause to be delivered to the Trustee and each Rating Agency on the Effective Date an amended Schedule schedule of Closing Date Collateral Interests Debt Securities listing all Collateral Interests Debt Securities Granted to the Trustee pursuant to Section 7.17 2.01 on or before the Effective Date, which schedule shall supersede any prior Schedule schedule of Closing Date Collateral Interests Debt Securities delivered to the Trustee. In addition, on the Effective Date and on each Calculation Date thereafter, the Trustee shall be required to provide to S&P the Electronic Default Model Input File; provided that the Trustee shall not disclose any S&P confidential private credit assessments used in preparing the Electronic Default Model Input File to any third party. (b) The In the case of an Effective Date specified in clause (i) or (ii) of the definition of “Effective Date,” the Issuer (or the Collateral Manager Advisor on behalf of the Issuer) must shall request each Rating Agency rating a Class of Notes to confirm in writing, within 30 thirty (30) Business Days after the such Effective Date (orDate, in the case of each Rating Agency, any or such later date (in no event longer than 60 Business Days after the Effective Date) that shall be acceptable to as such Rating Agency)Agency may determine, that it has not reduced or withdrawn the rating, if any, rating it assigned to such Class of Notes on the Closing Date, and to so notify in writing the Trustee, the Upfront Swap Counterparty, any Hedge Counterparty and any Synthetic Asset Counterparty, that it has not reduced or withdrawn the ratings assigned by it on the Closing Date to such Class of Notes. In the event that the Issuer fails to obtain of a Rating Confirmation (a “Ratings Confirmation Failure”), on the next and succeeding Payment Date thereafterDates, (i) as provided in Section 10.4the Issuer is required to pay principal, amounts on deposit to the extent of Available Funds in the Unused Proceeds Account, (ii) as provided in Section 11.1(a)(i), all Interest Proceeds remaining after payment of amounts referred Collection Account and subject to in clauses (1) through (40) of Section 11.1(a)(i) and (iii) as provided in Section 11.1(a)(ii), all Principal Proceeds remaining after payment of the amounts referred to in clauses (1) through (19) of Section 11.1(a)(ii), in each case will be used to pay principal of each such Class of Notes, sequentially in accordance with the Priority of Payments, on the Class A-1 Notes, the Class A-2 Notes, the Class B-1 Notes, the Class B-2 Notes, the Class C-1 Notes, the Class C-2 Notes and the Class D Notes, in that order, in the amounts necessary for each Rating Agency to confirm its respective ratings of the Notes assigned on the Closing Date or until each such rating is confirmed or reinstated or such Class of Notes has been is paid in full. Notwithstanding the foregoing, if Such request by the Issuer (or the Collateral Manager on its behalf) has requested in writing that each of to the Rating Agencies provide Rating Confirmation within five Business Days after the Effective Date and obtained confirmation shall be accompanied by electronic mail, facsimile or telephone that each of the Rating Agencies has received such request and has promptly delivered to the applicable Rating Agency any additional information reasonably requested by such Rating Agency, and any of the Rating Agencies fails to respond to such request within 30 an accountant’s certificate as provided in Section 3.03(c). (c) Within fifteen (15) Business Days after the Effective Date, then such failure (i) the Issuer, or the Collateral Advisor on the Issuer’s behalf, shall be required to respond will not immediately constitute a Rating Confirmation Failure but shall not constitute receipt obtain and deliver to the Trustee an accountants’ certificate from the Independent Accountants (A) confirming the information with respect to each Collateral Debt Security set forth on the amended schedule of Rating Confirmation so long as, Collateral Debt Securities delivered pursuant to Section 3.03(a) as of the Effective Dateend of the Ramp-Up Period, and the information provided by the Issuer with respect to every other asset included in the Collateral, by reference to such sources as will be specified therein, (xB) certifying as of the end of the Ramp-Up Period the procedures applied and the associated findings with respect to (1) the Collateral Interest Principal Balance equals at least $950,000,000 Coverage Tests and (y2) the Collateral Quality Tests are satisfied; provided that Rating Confirmation Failure shall thereafter occur immediately upon receipt from the Rating Agencies of an actual notice of Rating Confirmation Failure. If such response is not received within 60 Business Days after the Effective Date, the Issuer (or the Collateral Manager on behalf of the Issuer) shall, on such 60th Business Day, repeat its request for Rating Confirmation from any Rating Agency that has so failed to respond. In the event that any such Rating Agency fails to respond to any repeated request, the Issuer (or the Collateral Manager on behalf of the Issuer), on each 60th Business Day following a repeated request, shall again repeat its request for Rating Confirmation from such Rating Agency, and no such failure to respond will immediately constitute a Rating Confirmation Failure but shall not constitute receipt of Rating Confirmation so long as, as of the Effective Date, (x) the Collateral Interest Principal Balance equals at least $950,000,000 and (yC) the Collateral Quality Tests are satisfied. In addition, if any rating assigned as of the Closing Date to any Class of Notes has not been confirmed, or is reduced or withdrawn, within 30 Business Days after the Effective Date by any Rating Agency, the Collateral Manager may, on behalf of the Issuer, within 10 Business Days provide to such Rating Agency a proposal (a “Proposal”) with respect to the Collateral Interests. If such Rating Agency accepts the Proposal, a Rating Confirmation shall be deemed to have occurred with respect to such Rating Agency provided the Collateral Manager meets the conditions set forth in such Proposal within the time requirements set forth in such Proposal. If the Collateral Manager, on behalf of the Issuer, elects not to submit a Proposal, if a Proposal is submitted but not accepted or if the Collateral Manager fails to meet the conditions set forth in the Proposal within the time requirements set forth in such Proposal then a Rating Confirmation Failure shall have occurred. (c) The Collateral Manager on behalf of the Issuer shall cause to be delivered to the Trustee, the Upfront Swap Counterparty, each Hedge Counterparty, each Synthetic Asset Counterparty and each Rating Agency, within fifteen Business Days after the Effective Date, an Accountants’ Report, dated as of the Effective Date, confirming that the Collateral Quality Tests and the Coverage Tests have been satisfied and that the Collateral Interests have an aggregate par amount equal to at least the Minimum Ramp-Up Amount (including for this purpose, the aggregate unfunded portion of the Delayed Draw Term Loans owned by the Issuer) and certifying the procedures applied and such accountants’ associated findings with respect to the Eligibility Criteria and specifying the procedures undertaken by them to review data and computations relating to such information. The Collateral Manager may on any datethe foregoing statement, prior (ii) the Trustee shall be required to [•] or run the first date on which the Aggregate Principal Balance of the Collateral Interests is at least equal to the Minimum Ramp-Up Amount (including for this purpose, the aggregate unfunded portion of the Delayed Draw Term Loans owned by the Issuer), upon written notice to the Trustee, the Issuer S&P CDO Monitor and the Co-Issuer and each Rating Agency (with a copy to each Hedge Counterparty and each Synthetic Asset Counterparty), declare that the Effective Date shall occur on the date specified in such notice; provided that each of the Collateral Quality Tests and the Coverage Tests will be satisfied as of such Effective Date and the Rating Agency Condition has been satisfied. The Issuer (or the Collateral Manager on behalf of the Issuer) shall cause to be delivered report to S&P on the Effective Date a Microsoft Excel file that provides all of the inputs required to determine whether or not the S&P CDO Monitor Test has been satisfiedsatisfied and (iii) the Trustee will be required to report the S&P scenario default and break-even default rate for each Class of Notes.

Effective Date Actions. (a) The Issuer (or the Collateral Manager on behalf of the Issuer) shall cause to be delivered to the Trustee and each Rating Agency on the Effective Date an amended Schedule of Closing Date Collateral Interests Debt Securities listing all Collateral Interests Debt Securities Granted to the Trustee pursuant to Section 7.17 on or before the Effective Date, which schedule shall supersede any prior Schedule of Closing Date Collateral Interests Debt Securities delivered to the Trustee. (b) The Within ten (10) Business Days after the Effective Date, the Issuer (or the Collateral Manager on behalf of the Issuer) must shall request each Rating Agency rating a Class of Notes to confirm within 30 twenty (20) Business Days after the Effective Date (or, in the case of each Rating Agency, any such later date (in no event longer than 60 Business Days after the Effective Date) that shall be acceptable to such Rating Agency), that it has not reduced or withdrawn the rating, if any, it assigned to such Class of Notes on the Closing Date, and to so notify in writing the Trustee, the Upfront Swap Counterparty, Trustee and any Hedge Counterparty and any Synthetic Asset Counterparty, that it has not reduced or withdrawn the ratings assigned by it on the Closing Date to such Class of Notes. In the event that the Issuer fails to obtain a rating confirmation from each Rating Agency in accordance with this Section 7.18 within twenty (20) days following the Effective Date (a "Rating Confirmation (a “Ratings Confirmation Failure”"), on the next succeeding first Payment Date thereafter, (i) as provided in Section 10.49.7, all amounts remaining on deposit in the Unused Proceeds Account, (ii) as provided in Section Sections 11.1(a)(i), all Interest Proceeds remaining after payment of the amounts referred to in clauses subclauses (1) through (4014) of Section 11.1(a)(i) and (iii) as provided in Section Sections 11.1(a)(ii), all Principal Proceeds remaining after payment of the amounts referred to in clauses subclauses (1) through (196) of Section 11.1(a)(ii), in each case will be used to pay principal of each such Class of Notes, sequentially in accordance with the Priority of Paymentseach case sequentially, until each such rating is confirmed or reinstated or such Class of Notes has have been paid in full. Notwithstanding the foregoing, if the Issuer (or the Collateral Manager on its behalf) has requested in writing that each of the Rating Agencies provide Rating Confirmation within five Business Days after the Effective Date and obtained confirmation by electronic mail, facsimile or telephone that each of the Rating Agencies has received such request and has promptly delivered to the applicable Rating Agency any additional information reasonably requested by such Rating Agency, and any of the Rating Agencies fails to respond to such request within 30 Business Days after the Effective Date, then such failure to respond will not immediately constitute a Rating Confirmation Failure but shall not constitute receipt of Rating Confirmation so long as, as of the Effective Date, (x) the Collateral Interest Principal Balance equals at least $950,000,000 and (y) the Collateral Quality Tests are satisfied; provided that Rating Confirmation Failure shall thereafter occur immediately upon receipt from the Rating Agencies of an actual notice of Rating Confirmation Failure. If such response is not received within 60 Business Days after the Effective Date, the Issuer (or the Collateral Manager on behalf of the Issuer) shall, on such 60th Business Day, repeat its request for Rating Confirmation from any Rating Agency that has so failed to respond. In the event that any such Rating Agency fails to respond to any repeated request, the Issuer (or the Collateral Manager on behalf of the Issuer), on each 60th Business Day following a repeated request, shall again repeat its request for Rating Confirmation from such Rating Agency, and no such failure to respond will immediately constitute a Rating Confirmation Failure but shall not constitute receipt of Rating Confirmation so long as, as of the Effective Date, (x) the Collateral Interest Principal Balance equals at least $950,000,000 and (y) the Collateral Quality Tests are satisfied. In addition, if any rating assigned as of the Closing Date to any Class of Notes has not been confirmed, or is reduced or withdrawn, within 30 Business Days after the Effective Date by any Rating Agency, the Collateral Manager may, on behalf of the Issuer, within 10 Business Days provide to such Rating Agency a proposal (a “Proposal”) with respect to the Collateral Interests. If such Rating Agency accepts the Proposal, a Rating Confirmation shall be deemed to have occurred with respect to such Rating Agency provided the Collateral Manager meets the conditions set forth in such Proposal within the time requirements set forth in such Proposal. If the Collateral Manager, on behalf of the Issuer, elects not to submit a Proposal, if a Proposal is submitted but not accepted or if the Collateral Manager fails to meet the conditions set forth in the Proposal within the time requirements set forth in such Proposal then a Rating Confirmation Failure shall have occurred. (c) The Collateral Manager on behalf of the Issuer shall cause to be delivered to the Trustee, the Upfront Swap Counterparty, each Hedge Counterparty, each Synthetic Asset Counterparty and each Rating Agency, within fifteen six (6) Business Days after the Effective Date, an Accountants’ ' Report, dated as of the Effective Date, confirming that the Collateral Quality Tests and the Coverage Tests have been satisfied and that the Collateral Interests Debt Securities have an aggregate par amount equal to at least the Minimum Ramp-Up Amount (including for this purpose, the aggregate unfunded portion of the Delayed Draw Term Loans owned by the Issuer) and certifying the procedures applied and such accountants’ ' associated findings with respect to the Eligibility Criteria and specifying the procedures undertaken by them to review data and computations relating to such information. The Collateral Manager may on any date, prior to [•] the 180th day following the Closing Date or the first date on which the Aggregate Principal Balance purchase of the Collateral Interests is at least Debt Securities having an aggregate par amount equal to the Minimum Ramp-Up Amount (including for this purpose, the aggregate unfunded portion of the Delayed Draw Term Loans owned by the Issuer)Amount, upon written notice to the Trustee, the Issuer and the Co-Issuer and each Rating Agency (with a copy to each Hedge Counterparty and each Synthetic Asset Counterparty), declare that the Effective Date shall occur on the date specified in such notice; provided that each of the Collateral Quality Tests and the Coverage Tests will be satisfied as of such Effective Date and the Rating Agency Condition has been satisfied. The Issuer (or the Collateral Manager on behalf of the Issuer) shall cause to be delivered to S&P on the Effective Date a Microsoft Excel file that provides all of the inputs required to determine whether the S&P CDO Monitor Test has been satisfied.