CLOS & STRUCTURED CREDIT

SEC RULE 17G-7 REPORT OF R&WS:

Avery Point VII CLO, Limited (Second Refinancing) Deal v1.0 Compared To CLO, SME, Other Cash Flow CDO &
ABS v3.0
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 (i) expressly stated to be subject or (ii) 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 JANUARY 15, 2021 COMPARISON OF REPRESENTATIONS, WARRANTIES AND ENFORCEMENT MECHANISMS:

AVERY POINT VII CLO, LIMITED (SECOND REFINANCING) DEAL V1.0 COMPARED TO CLO, SME, OTHER CASH FLOW CDO & ABS V3.0
 CLOS & STRUCTURED Credit

CLO, SME, Other Cash Flow CDO & ABS v3.0 Avery Point VII CLO, Limited (Second Refinancing) v1.0
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 (as amended and supplemented) ("Ind.")

PORTFOLIO MANAGEMENT AGREEMENT ("PMA")

REPRESENTATIONS AND WARRANTIES

A. Issuer Representations and Warranties. The Issuer represents and warrants to the Trustee, that as of the Closing Date and A. Issuer Representations and Warranties.
on each date on which an Asset is Granted to the Trustee under the Indenture:
(a) With respect to each Asset: (a) [Ind., 7.18(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), with respect to the Assets:

(i) The Issuer owns [such ]/[each] Asset free and clear of any lien, claim or encumbrance of any person, other than such (i) The Issuer owns such Asset free and clear of any lien, claim or encumbrance of any person, other than such as are
as are created under, or permitted by, the Indenture. created under, or permitted by, this Indenture.

(ii) 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.
(ii) 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 (iii) All Assets constitute Cash, accounts (as defined in Section 9-102(a)(2) of the UCC), Instruments, general
securities, certificated securities or security entitlements to financial assets resulting from the crediting of financial intangibles (as defined in Section 9-102(a)(42) of the UCC), Uncertificated Securities, Certificated Securities or
assets to a securities account. 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 [or "deposit accounts" as defined
in Section 9-102(a)(29) 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.
(iv) All Accounts constitute “securities accounts” under Section 8-501(a) of the UCC.
(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 JANUARY 15, 2021 COMPARISON OF REPRESENTATIONS, WARRANTIES AND ENFORCEMENT MECHANISMS:

AVERY POINT VII CLO, LIMITED (SECOND REFINANCING) DEAL V1.0 COMPARED TO CLO, SME, OTHER CASH FLOW CDO & ABS V3.0

CLO, SME, Other Cash Flow CDO & ABS v3.0
(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.
(b) With respect to Assets that constitute Instruments:
(i) 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.
(c) With respect to the Assets that constitute Security Entitlements:
(i) 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.
(ii) (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.
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Avery Point VII CLO, Limited (Second Refinancing) v1.0
(vi) [Ind., 7.18(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 that constitute Instruments.
[Ind., 7.18(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 that constitute Security Entitlements.
[Ind., 7.18(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 that constitute general
intangibles.
(b) [Ind., 7.18(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:
(i) Either (x) the Issuer has caused or shall have caused, within ten (10) days of 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, hereunder 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.
(c) [Ind., 7.18(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:
(i) 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.
(ii) Either (x) the Issuer has caused or shall have caused, within ten (10) days of 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
or (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.
COMPARISON OF REPRESENTATIONS, WARRANTIES AND ENFORCEMENT MECHANISMS:
AVERY POINT VII CLO, LIMITED (SECOND REFINANCING) DEAL V1.0 COMPARED TO CLO, SME, OTHER CASH FLOW CDO & ABS V3.0

CLO, SME, Other Cash Flow CDO & ABS v3.0
(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).
(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.
B. Collateral Manager Representations and Warranties. The Collateral Manager represents and warrants to the Issuer that, as
of the Closing Date:
(a) All Collateral Obligations and Eligible Investments purchased on behalf of the Issuer (i) 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 (ii) 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.
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]/[60] 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.
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.
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.
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(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) [Ind., 7.18(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: (i) The Issuer has caused or
shall have caused, within ten (10) days of 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. [PMA, 4] The Portfolio Manager hereby represents and warrants to the Issuer as follows:
(a) [no comparable item]
II. ENFORCEMENT MECHANISMS
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 all material respects when the
same shall have been made, and the continuation of such default, breach or failure for a period of thirty (30) days after notice
to the Applicable Issuers and the Portfolio Manager by registered or certified mail or overnight courier, by the Trustee, the
Applicable Issuers or the Portfolio Manager, or to the Applicable Issuers, the Portfolio Manager and the Trustee by 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[.]
B. [Ind., 5.2(a)] Acceleration of Maturity. 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, and shall, upon the written direction of a Majority of the Controlling Class, by notice
to the Applicable Issuers and each of the Rating Agencies, declare the principal of all the Secured Notes to be immediately due
and payable, and upon any such declaration such principal, together with all accrued and unpaid interest thereon, and other
amounts payable hereunder, shall become immediately due and payable and the Reinvestment Period shall terminate.
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 written 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.
COMPARISON OF REPRESENTATIONS, WARRANTIES AND ENFORCEMENT MECHANISMS:
AVERY POINT VII CLO, LIMITED (SECOND REFINANCING) DEAL V1.0 COMPARED TO CLO, SME, OTHER CASH FLOW CDO & ABS V3.0

CLO, SME, Other Cash Flow CDO & ABS v3.0
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.
E. Control by Noteholders. A [Majority][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 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.
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D. [Ind., 5.8] Limitation on Suits. No Holder of any Notes 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, 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 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 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 Distributions.
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, pursuant to this Section 5.8, 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. If the groups represent the same percentage, the Trustee in its sole
discretion may determine what action, if any, shall be taken.
E. [Ind., 5.13] Control by Majority of Controlling Class. 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, and to direct the exercise of any trust, right,
remedy or power conferred upon 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 involve it in liability (unless the Trustee has received the indemnity as set forth in (c) below); (c) the Trustee shall have
been provided with security or 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 secured thereby representing the requisite
percentage of the Aggregate Outstanding Amount of Notes specified in Section 5.5.
COMPARISON OF REPRESENTATIONS, WARRANTIES AND ENFORCEMENT MECHANISMS:
AVERY POINT VII CLO, LIMITED (SECOND REFINANCING) DEAL V1.0 COMPARED TO CLO, SME, OTHER CASH FLOW CDO & ABS V3.0

CLO, SME, Other Cash Flow CDO & ABS v3.0
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
(i) 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 (ii) 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.
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F. [PMA, 12] Termination by the Issuer for Cause. This Agreement may be terminated, and the Portfolio Manager may be
removed for cause (as defined below) by the Issuer, at any time upon the vote of either (a) Supermajorities of every class of
Secured Notes voting as separate Classes or (b) a Majority of the Subordinated Notes; provided, that Portfolio Manager
Securities shall be excluded from the numerator and denominator of any such vote in calculating such Supermajority or
Majority, as applicable. No such termination or removal shall be effective until such time as a successor portfolio manager
shall have assumed all of the Portfolio Manager’s duties and obligations pursuant to Section 11(e) hereof. For purposes of
determining “cause” with respect to any such termination of this Agreement, such term shall mean only any one of the
following events:
(a) The Portfolio Manager knowingly and intentionally breaches any provision of this Agreement or any provisions of the
Indenture applicable to it, and fails to cure such breach within thirty (30) days of receiving notice of such breach or, if such
breach is not capable of cure within thirty (30) days but is capable of being cured within ninety (90) days, the Portfolio
Manager fails to cure such breach within the period in which a reasonably prudent person could cure such breach (but in no
event more than ninety (90) days) (provided that no such opportunity to cure shall exist if such breach results from bad faith
on the part of the Portfolio Manager);
(b) the Portfolio Manager breaches in any respect any provision of this Agreement or any provisions of the Indenture
applicable to it (other than as covered by clause (a)), if any such breach has had, or could reasonably be expected to have, a
material adverse effect on the holders of the Notes, and fails to cure such breach within thirty (30) days of receiving notice of
such breach or, if such breach is not capable of cure within thirty (30) days but is capable of being cured within ninety (90)
days, the Portfolio Manager fails to cure such breach within the period in which a reasonably prudent person could cure such
breach (but in no event more than ninety (90) days);
COMPARISON OF REPRESENTATIONS, WARRANTIES AND ENFORCEMENT MECHANISMS:
AVERY POINT VII CLO, LIMITED (SECOND REFINANCING) DEAL V1.0 COMPARED TO CLO, SME, OTHER CASH FLOW CDO & ABS V3.0
 CLOS & STRUCTURED Credit

CLO, SME, Other Cash Flow CDO & ABS v3.0 Avery Point VII CLO, Limited (Second Refinancing) v1.0
SCHEDULE 1 DEFINITIONS SCHEDULE 1 DEFINITIONS

[NOTE: If no representation or warranty comparable to the representation and warranty set forth above in Section I.B.(a) of this 17g-7
Report has been disclosed in the offering documents, the language “no comparable item” will be set forth below in the right hand
column of this Schedule 1.]

A. “Collateral Obligation” means: A Loan [(provided, that in the case of a Participation Interest, the Moody’s Counterparty A. [no comparable item]
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;

2. is U.S. Dollar denominated and is neither convertible by the Issuer or the obligor thereof into, nor payable in, any other currency;

3. is not a Defaulted Obligation or a Credit Risk Obligation [(unless such acquisition is being made in connection with a Distressed
Exchange)];

4. is not a Bridge Loan;

5. is not a Synthetic Security or a Small Obligor Loan;

6. is not a Participation Interest;

7. does not include or support a Letter of Credit;

8. is not a lease [including a Finance Lease];

9. is not a Structured Finance Obligation;

10. 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;

11. is not an Equity Security or by its terms convertible into or exchangeable for an Equity Security;

12. does not attach any units of debt or warrants or options to purchase Equity Securities;

13. is not an Interest Only Security, Step-Up Obligation, Step-Down Obligation or Zero Coupon Bond;

14. 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;

15. does not constitute Margin Stock;

7 JANUARY 15, 2021 COMPARISON OF REPRESENTATIONS, WARRANTIES AND ENFORCEMENT MECHANISMS:

AVERY POINT VII CLO, LIMITED (SECOND REFINANCING) DEAL V1.0 COMPARED TO CLO, SME, OTHER CASH FLOW CDO & ABS V3.0
 CLOS & STRUCTURED Credit

CLO, SME, Other Cash Flow CDO & ABS v3.0 Avery Point VII CLO, Limited (Second Refinancing) v1.0

16. 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;

17. has a Moody’s Rating and an S&P Rating;

18. is not a debt obligation whose repayment is subject to substantial non-credit related risk as determined by the Collateral
Manager in its reasonable judgment;

19. 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;

20. 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;

21. is not the subject of an Offer of exchange, or tender by its obligor, for Cash, securities or any other type of consideration other
than a Permitted Offer;

22. does not have a Moody’s Default Probability Rating that is below “Caa3”;

23. does not have an “f,” “r,” “p,” “pi,” “q,” “sf” or “t” subscript assigned by S&P or an “sf” subscript assigned by Moody’s

24. is not issued by an Emerging Market Obligor;

25. does not mature after the Stated Maturity of the Notes;

26. 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;

27. is Registered;

28. is not an interest in a grantor trust;

29. is purchased at a price at least equal to [60.0]% of its principal balance;

30. does not pay interest less frequently than [semi-annually]/[annually];

31. 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, Portugal or Spain;

32. 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;

8 JANUARY 15, 2021 COMPARISON OF REPRESENTATIONS, WARRANTIES AND ENFORCEMENT MECHANISMS:

AVERY POINT VII CLO, LIMITED (SECOND REFINANCING) DEAL V1.0 COMPARED TO CLO, SME, OTHER CASH FLOW CDO & ABS V3.0
 CLOS & STRUCTURED Credit

CLO, SME, Other Cash Flow CDO & ABS v3.0 Avery Point VII CLO, Limited (Second Refinancing) v1.0

33. 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];

34. is not an obligation that is subject to a securities lending agreement;

35. is able to be pledged to the Trustee pursuant to its Underlying Instruments;

36. is not a bond or other security;

37. the acquisition of which will not cause the Issuer to violate the Tax Guidelines; and

38. is not a commodity forward contract.

9 JANUARY 15, 2021 COMPARISON OF REPRESENTATIONS, WARRANTIES AND ENFORCEMENT MECHANISMS:

AVERY POINT VII CLO, LIMITED (SECOND REFINANCING) DEAL V1.0 COMPARED TO CLO, SME, OTHER CASH FLOW CDO & ABS V3.0
 CLOS & STRUCTURED Credit

Author
Lesley DeCasseres
+1.212.553.3727
lesley.decasseres@moodys.com

Report Number: 1260169

© 2021 Moody’s Corporation, Moody’s Investors Service, Inc., Moody’s Analytics, Inc. and/or their licensors and affiliates (collectively, “MOODY’S”). All rights reserved.
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10 JANUARY 15, 2021 COMPARISON OF REPRESENTATIONS, WARRANTIES AND ENFORCEMENT MECHANISMS:

AVERY POINT VII CLO, LIMITED (SECOND REFINANCING) DEAL V1.0 COMPARED TO CLO, SME, OTHER CASH FLOW CDO & ABS V3.0