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 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. 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 Xxxxx'x 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 Xxxxx'x 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 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 (including proceeds deposited as a result of a failure to meet the Interest Diversion Test) and (ii) to pay for accrued interest on any such Collateral Obligation, first, any amounts on deposit in the Ramp-Up Account and second, any Principal Proceeds on deposit in the Collection Account (including proceeds deposited as a result of a failure to meet the 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 Quality Test and the Overcollateralization Ratio Test. (c) Within 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 Xxxx-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 cause the Collateral Administrator to prepare on its behalf in accordance with, and subject to the terms of, the Collateral Administration Agreement) stating the following information (the “Effective Date Report”): (1) the Obligor, Principal Balance, coupon/spread, stated maturity, country of Domicile, Moody’s Default Probability Rating, Moody’s Industry Classification and S&P Rating 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, by reference to such sources as shall be specified therein, and (2) calculating as of the Effective Date, the level of compliance with, 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 Report, the Trustee and the Collateral Manager shall each compare the information contained in such Effective Date 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 the Issuer, the Collateral Administrator and each Rating Agency if the information contained in the Effective Date Report does not conform to the information maintained by the Trustee or the Collateral Manager, as the case may be, 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 resolved within five Business Days after the delivery of such a notice of discrepancy, the Collateral Manager shall request that the Independent accountants selected by the Issuer pursuant to Section 10.8 perform agreed-upon procedures on the Effective Date 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.

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before the Effective DateJanuary 5, 2011, 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 the second Business Day of December 2012 October 20, 2010 (the “Interim Report Date”), setting forth the Aggregate Principal Balance of the Collateral Obligations, the Diversity Score, the Weighted Average Xxxxx'x Rating Factor, the Weighted Average Floating Spread and the Weighted Average Moody's Xxxxx'x 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, Moody's Xxxxx'x 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 $100,000,000260,000,000, the Diversity Score greater than or equal to 1234, the Weighted Average Xxxxx'x Rating Factor less than or equal to 3,5003350, the Weighted Average Floating Spread greater than or equal to 5.254.75% and the Weighted Average Moody's Xxxxx'x Recovery Rate greater than or equal to 40.546.00%. 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 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 (including proceeds deposited as a result of a failure to meet the Interest Diversion Test) and (ii) to pay for accrued interest on any such Collateral Obligation, first, any amounts on deposit in the Ramp-Up Account and second, any Principal Proceeds on deposit in the Collection Account (including proceeds deposited as a result of a failure to meet the 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 Quality Test and the Overcollateralization Ratio Test. (c) Within 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 Xxxx-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 within 30 Business Days after the Effective Date Reporting Due (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 Collateral Obligations and requesting that S&P reaffirm its Initial Ratings of the Secured Notes; and (ii) to the Trustee and each Rating Agency, an Accountants’ Certificate (xA) a report (which confirming the Issuer shall cause the Collateral Administrator to prepare on its behalf in accordance withissuer, and subject to the terms of, the Collateral Administration Agreement) stating the following information (the “Effective Date Report”): (1) the Obligor, Principal Balanceoutstanding principal balance, coupon/spread, stated maturity, country of Domiciledomicile, Moody’s Default Probability Rating, Moody’s Industry Classification Rating and S&P Rating with respect to each Collateral Obligation as of the Effective Date and substantially similar 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, and (2B) calculating as of the Effective Date, Date the level of compliance with, and or satisfaction or non-satisfaction of, of (A1) the Target Initial Par Condition, (B2) each the Overcollateralization Ratio Test, (C3) the Concentration Limitations and (D4) 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 (yC) a certificate of specifying the procedures undertaken by them to review data and computations relating to such Accountants’ Certificate. (e) (x) If (1) 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 Report, the Trustee and the Collateral Manager shall each compare the information contained in such Effective Date 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 the Issuer, the Collateral Administrator and each Rating Agency if the information contained in the Effective Date Report does not conform to the information maintained by the Trustee 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 respect and the Collateral Quality Test (excluding the S&P CDO Monitor Test) was satisfied (such an Accountants' Certificate, a “Passing Accountants' Certificate”) prior to the Assets. In date 30 Business Days after the Effective Date (but in no event later than the Determination Date immediately preceding the first Payment Date) or (2) any of the tests referred to in Section 7.18(d)(ii)(B) above 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 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 any discrepancy existsit 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 Notes) does not provide written confirmation of its Initial Rating of the Secured Notes (such event, an “S&P Rating Confirmation Failure”) within 30 Business Days after the Effective Date but in any event before the first Payment 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, 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 Notes; provided that, in lieu of this clause (y), 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 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 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) 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. Of the proceeds of the issuance of the Notes 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 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 Trustee shall attempt apply amounts held in the Ramp-Up Account to resolve purchase additional Collateral Obligations from the discrepancyClosing Date to and including the Effective Date as described in clause (b) above. 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 the Independent accountants selected by the Issuer pursuant to Section 10.8 perform agreed-upon procedures on the Effective Date Report and the Collateral Manager's and Trustee's records to determine the cause of such discrepancy. If such procedures reveal an error Date, any amounts on deposit in the Effective Date Report or the Ramp-Up Account have not been applied to purchase Collateral Manager's or Trustee's recordsObligations, the Effective Date Report or the Collateral Manager's or Trustee's records such amounts shall be revised accordingly and notice of any error applied as described in the Effective Date Report shall be sent as soon as practicable by the Issuer to all recipients of such reportSection 10.3(c).

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 the Effective DateSeptember 5, 2013, 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. In addition, the Issuer (or the Collateral Portfolio Manager on its behalf) shall prepare a written report, determined as of the second Business Day of December 2012 August 5, 2013, (the “"Interim Report Date”"), setting forth the Aggregate Principal Balance of the Collateral Obligations, the Diversity Score, the Weighted Average Xxxxx'x Rating Factor, the Weighted Average Floating Spread and the Weighted Average Moody's Recovery Rate. Such written report shall be delivered to the Trustee, Trustee and Moody's and S&P within five no later than 15 Business Days of after 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 Obligations: greater than or equal to $100,000,000, U.S.$265,000,000; the Diversity Score Score: greater than or equal to 12, 60; the Weighted Average Xxxxx'x Rating Factor Factor: less than or equal to 3,500, 2500; the Weighted Average Floating Spread Spread: greater than or equal to 5.25% 3.75%%; and the Weighted Average Moody's Recovery Rate Rate: greater than or equal to 40.544.0%. For Failure to meet any of the avoidance foregoing measures shall not constitute an Event of doubt, the Issuer shall have no obligation to satisfy the Interim Targets following the Effective DateDefault under this Indenture. (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 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 (including proceeds deposited as a result of a failure to meet the Interest Diversion Test) and (ii) to pay for accrued interest on any such Collateral Obligation, first, any amounts on deposit in the Ramp-Up Account and second, any Principal Proceeds on deposit in the Collection Account (including proceeds deposited as a result of a failure to meet the Interest Diversion Test)Account. 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 the Overcollateralization Ratio Test. (c) Within 10 20 Business Days after the Effective Date, the Issuer shall provide, or cause the Collateral Portfolio Manager on behalf of the Issuer 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 Portfolio Manager on behalf of the Issuer 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 Xxxx-It Partners identifier identification or LIN # (if any), name of Obligor, coupon, spread (if applicable), LIBOR floor (if applicable), legal final maturity date, average life, outstanding principal balance, Principal Balance, LIBOR floor (if applicable), identification as a Cov-Lite Loan, First Lien Last Out Loan or otherwise, settlement date, S&P Industry Classification and S&P Recovery Rate. (d) Unless clause (e) below is applicable, on or before within 20 Business Days after the Effective Date Reporting Due Date, the Issuer shall provide, or cause the Collateral Portfolio Manager on behalf of the Issuer to provide, the following documents: (i) to each Rating Agency, a report (which the Issuer shall cause the Collateral Administrator to prepare on its behalf in accordance with, and subject to the terms of, the Collateral Administration Agreement) 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 cause the Collateral Administrator to prepare on its behalf in accordance with, and subject to the terms of, the Collateral Administration Agreement) stating the following information (the “"Effective Date Report”"): (1A) the Obligor, Principal Balanceprincipal balance, coupon/spread, stated maturity, country of Domicile, Moody’s 's Default Probability Rating, Moody’s 's Industry Classification and Classification, S&P Rating 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 AssetsAssets (to the extent such asset is a security or a loan), by reference to such sources as shall be specified therein, therein and (2B) calculating as of the Effective Date, the level of compliance with, and satisfaction or non-satisfaction of, (A1) the Target Initial Par Condition, (B2) each Overcollateralization Ratio Test, (C3) the Concentration Limitations and (D4) 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 "), certifying 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; and (iv) to the Trustee an Opinion of Counsel confirming the matters set forth in the Opinion of Counsel regarding perfection of security interests furnished on the Closing Date with respect to the Assets Granted to the Trustee after the Closing Date. Upon receipt of the Effective Date Report, the Trustee and (if different from the Collateral Manager Administrator) shall each compare the information contained in such Effective Date Report to the information contained in their respective its records with respect to the Assets and shall, within three Business Days after receipt of such Effective Date Report, notify such other party and the Issuer, the Collateral Administrator Administrator, the Rating Agencies and each Rating Agency the Portfolio Manager if the information contained in the Effective Date Report does not conform to the information maintained by the Trustee or the Collateral Manager, as the case may be, with respect to the Assets. In the event that any discrepancy exists, the Trustee and the Issuer, or the Collateral Portfolio 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 Portfolio Manager shall shall, on behalf of the Issuer, request that the Independent certified public accountants selected by the Issuer pursuant to Section 10.8 perform agreed-upon procedures on the Effective Date 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, neither the Effective Date Report nor the Effective Date Issuer Certificate shall contain or include the Effective Date Accountants' Report. The Trustee shall not disclose any Effective Date Accountants' Report it receives from such firm of Independent certified public accountants.

Effective Date; Purchase of Additional Collateral Obligations. (a) The Issuer will use commercially reasonable efforts to purchase, on or before the 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 the second Business Day of December 2012 October 25, 2011 (the “First Interim Report Date”), setting forth the Aggregate Principal Balance of the Collateral Obligations, the Diversity Score, the Weighted Average Xxxxx'x Xxxxx’x Rating Factor, the Weighted Average Floating Spread and the Weighted Average Moody's ’s Recovery Rate. Such written report shall be delivered to the Trustee, Moody's ’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 $100,000,000145,665,000, the Diversity Score greater than or equal to 1215, the Weighted Average Xxxxx'x Xxxxx’x Rating Factor less than or equal to 3,5003800, the Weighted Average Floating Spread greater than or equal to 5.256.00% and the Weighted Average Moody's ’s Recovery Rate greater than or equal to 40.536.50%. 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 Xxxxx’x 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 Xxxxx’x 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 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 (including proceeds deposited as a result of a failure to meet the Interest Diversion Test) and (ii) to pay for accrued interest on any such Collateral Obligation, first, any amounts on deposit in the Ramp-Up Account and second, any Principal Proceeds on deposit in the Collection Account (including proceeds deposited as a result of a failure to meet the 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 Quality Test and the Overcollateralization Ratio Test. (c) Within 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 Xxxx-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 within 30 Business Days after the Effective Date Reporting Due (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 Collateral Obligations and requesting that S&P reaffirm its Initial Ratings of the Secured Notes; and (ii) to the Trustee and each Rating Agency, an Accountants’ Certificate (xA) a report (which confirming the Issuer shall cause the Collateral Administrator to prepare on its behalf in accordance withissuer, and subject to the terms of, the Collateral Administration Agreement) stating the following information (the “Effective Date Report”): (1) the Obligor, Principal Balanceoutstanding principal balance, coupon/spread, stated maturity, country of Domiciledomicile, Moody’s Default Probability Rating, Moody’s Industry Classification Rating and S&P Rating with respect to each Collateral Obligation as of the Effective Date and substantially similar 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, and (2B) calculating as of the Effective Date, Date the level of compliance with, and or satisfaction or non-satisfaction of, of (A1) the Target Initial Par Condition, (B2) each the Overcollateralization Ratio Test, (C3) the Concentration Limitations and (D4) 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 (yC) a certificate of specifying the procedures undertaken by them to review data and computations relating to such Accountants’ Certificate. (e) (x) If (1) 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 Report, the Trustee and the Collateral Manager shall each compare the information contained in such Effective Date 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 the Issuer, the Collateral Administrator and each Rating Agency if the information contained in the Effective Date Report does not conform to the information maintained by the Trustee 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 respect and the Collateral Quality Test (excluding the S&P CDO Monitor Test) was satisfied (such an Accountants’ Certificate, a “Passing Accountants’ Certificate”) on or prior to the Assets. In Effective Date or (2) any of the event tests referred to in Section 7.18(d)(ii)(B) above 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 request Moody’s to confirm, on or prior to the Effective Date, that any discrepancy existsit will not reduce or withdraw its Initial Rating of the Secured Notes and (B) if, as of the Determination Date occurring immediately after the Effective Date, the Issuer (or the Collateral Manager on the Issuer’s behalf) 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 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 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 of the Secured Notes; provided that, in lieu of this clause (y), 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 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 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) 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. Of the proceeds of the issuance of the Notes 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 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 Trustee shall attempt apply amounts held in the Ramp-Up Account to resolve purchase additional Collateral Obligations from the discrepancyClosing Date to and including the Effective Date as described in clause (b) above. 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 the Independent accountants selected by the Issuer pursuant to Section 10.8 perform agreed-upon procedures on the Effective Date Report and the Collateral Manager's and Trustee's records to determine the cause of such discrepancy. If such procedures reveal an error Date, any amounts on deposit in the Effective Date Report or the Ramp-Up Account have not been applied to purchase Collateral Manager's or Trustee's recordsObligations, the Effective Date Report or the Collateral Manager's or Trustee's records such amounts shall be revised accordingly and notice of any error applied as described in the Effective Date Report shall be sent as soon as practicable by the Issuer to all recipients of such reportSection 10.3(c).