Fraser Sullivan CLO VII Ltd./ Fraser Sullivan CLO VII Corp.

April 18, 2012SEC Rule 17g-7SEC Rule 17g-7 requires anNRSRO, for any reportaccompanying a credit ratingrelating to an asset-backedsecurity as defined in the Rule,to include a description of therepresentations, warranties andenforcement mechanismsavailable to investors and adescription of how they differfrom the representations,warranties and enforcementmechanisms in issuances ofsimilar securities.This is Standard & Poor’sRatings Services’ 17g-7Disclosure Report for thetransaction shown in thetitle above.Fraser Sullivan CLO VII Ltd./Fraser Sullivan CLO VII Corp.Floating-rate notesPrimary Credit Analyst:Eric J. Hudson, New York, (1) 212-438-3407eric_hudson@standardandpoors.comSecondary Contact:Andrew Loken, New York, (1) 212-438-2755andrew_loken@standardandpoors.comAnalytical Manager, U.S. Structured Credit New Issuance:Winston Chang, New York, (1) 212-438-8123winston_chang@standardandpoors.comAs required by SEC Rule 17g-7, this report includes only those representations, warrantiesand enforcement mechanisms available to investors. This report does not includerepresentations and warranties without a corresponding enforcement mechanism or remedy inthe transaction documents that may be exercised by investors (or their representatives).

U.S. TEMPLATE NAMEStandard & Poor's Ratings Services 17g-7 Disclosure Report: Fraser Sullivan CLO VII Ltd./Fraser SullivanCLO VII Corp.Table 1No. Benchmark TransactionRepresentations and warranties1 The Issuer represents and warrants on the Closing Date(which representations and warranties shall (except asotherwise provided) survive the execution of this Indentureand be deemed to be repeated on each date on whichCollateral is Delivered as if made at and as of that time.The Issuer hereby represents and warrants that, asof the Closing Date (which representations andwarranties shall survive the execution of thisIndenture and be deemed to be repeated on eachdate on which an Asset is Granted to the Trusteehereunder)The Issuer hereby represents and warrants that, asof the Closing Date (which representations andwarranties shall survive the execution of thisIndenture and be deemed to be repeated on eachdate on which an Asset is Granted to the Trusteehereunder), with respect to Assets that constituteInstruments:The Issuer hereby represents and warrants that, asof the Closing Date (which representations andwarranties shall survive the execution of thisIndenture and be deemed to be repeated on eachdate on which an Asset is Granted to the Trusteehereunder), with respect to the Assets thatconstitute Security EntitlementsThe Issuer hereby represents and warrants that, asof the Closing Date (which representations andwarranties shall survive the execution of thisIndenture and be deemed to be repeated on eachdate on which an Asset is Granted to the Trusteehereunder), with respect to Assets that constitutegeneral intangibles2 This Indenture creates a valid and continuing securityinterest (as defined in the applicable Uniform CommercialCode) in the Collateral in favor of the Trustee for the benefitof the Secured Parties, which security interest is prior to allother liens, claims and encumbrances and is enforceableas such as against creditors of and purchasers from theIssuer.This Indenture creates a valid and continuingsecurity interest (as defined in Section 1 - 201(37) ofthe 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 permittedotherwise in this Indenture), and is enforceable assuch against creditors of and purchasers from theIssuer.3 The Issuer owns the Collateral free and clear of any lien,claim or encumbrance of any Person, other than thesecurity interests created under or permitted by thisIndenture.The Issuer owns such Asset free and clear of anylien, claim or encumbrance of any person, otherthan such as are created under, or permitted by, thisIndenture.4 The Issuer has received all consents and approvalsrequired by the terms of any item of Collateral to thetransfer to the Trustee of its interest and rights in theCollateral hereunder.The Issuer has received all consents and approvalsrequired by the terms of the Assets to the pledgehereunder to the Trustee of its interest and rights inthe Assets.The Issuer has received, or will receive, all consentsand approvals required by the terms of the Assets tothe pledge hereunder to the Trustee of its interestand rights in the Assets.Copyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 2

U.S. TEMPLATE NAMEStandard & Poor's Ratings Services 17g-7 Disclosure Report: Fraser Sullivan CLO VII Ltd./Fraser SullivanCLO VII Corp.5 All Collateral other than the Accounts has been credited toone or more Accounts, other than any “general intangibles”within the meaning of the applicable Uniform CommercialCode, any instruments evidencing debt underlying aparticipation and Synthetic Security Collateral.6 The Intermediary for each Account has agreed to treat allassets credited to each Account as “financial assets” withinthe meaning of the applicable Uniform Commercial Code.All of such Assets have been and will have beencredited to one of the Accounts which are securitiesaccounts within the meaning of Section 8-501(a) ofthe UCC.The Securities Intermediary for each Account hasagreed to treat all assets credited to such Accountsas “financial assets” within the meaning of Section8-102(a)(9) of the UCC.7 The Issuer has taken all steps necessary to cause theIntermediary to identify in its records the Trustee as theperson having the security entitlement against theIntermediary in each of the Accounts.The Issuer has taken all steps necessary to causethe Custodian to identify in its records the Trusteeas the person having a security entitlement againstthe Custodian in each of the Accounts.8 The Accounts are not in the name of any person other thanthe Issuer or the Trustee.9 The Issuer has not consented for the Intermediary of anyAccount to comply with entitlement orders of any personother than the Trustee.The Accounts are not in the name of any Personother than the Issuer or the TrusteeThe Issuer has not consented to the Custodian tocomply with the entitlement order of any Personother than the Trustee (and the Issuer prior to anotice of exclusive control being provided by theTrustee).10 None of the promissory notes that constitute or evidencethe Collateral has any marks or notations indicating thatthey have been pledged, assigned or otherwise conveyedto any Person other than to the Trustee.None of the Instruments that constitute or evidencethe Assets has any marks or notations indicatingthat they have been pledged, assigned or otherwiseconveyed to any Person other than the Trustee, forthe benefit of the Secured Parties.11 The Issuer has caused or will have caused, within ten daysof the Closing Date, the filing of all appropriate FinancingStatements in the proper filing offices in the appropriatejurisdictions under applicable law in order to perfect thesecurity interest in the Collateral Granted to the Trusteehereunder.The Issuer has caused or will have caused, withinten days after the Closing Date, the filing of allappropriate Financing Statements in the properoffice in the appropriate jurisdictions underapplicable law in order to perfect the securityinterest in the Instruments granted to the Trustee,for the benefit and security of the Secured Parties12 Other than as expressly permitted under this Indenture, theIssuer has not pledged, assigned, sold, granted a securityinterest in, or otherwise conveyed any of the Collateral.13 The Issuer has not authorized the filing of and is not awareof any Financing Statements against the Issuer other thanany Financing Statement relating to the security interestgranted to the Trustee under this Indenture and anyFinancing Statements that were terminated on or before theClosing Date.Other than the security interest Granted to theTrustee pursuant to this Indenture, except aspermitted by this Indenture, the Issuer has notpledged, assigned, sold, granted a security interestin, or otherwise conveyed any of the AssetsThe Issuer has not authorized the filing of and is notaware of any Financing Statements against theIssuer that include a description of collateralcovering the Assets other than any FinancingStatement relating to the security interest granted tothe Trustee hereunder or that has been terminatedCopyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 3

U.S. TEMPLATE NAMEStandard & Poor's Ratings Services 17g-7 Disclosure Report: Fraser Sullivan CLO VII Ltd./Fraser SullivanCLO VII Corp.14 The Issuer is not aware of any judgment, tax lien filing orPension Benefit Guaranty Corporation lien filing against theIssuer.The Issuer is not aware of any judgment, PBGCliens or tax lien filings against the Issuer.15 Not included in the Benchmark. All Assets constitute Cash, accounts (as defined inSection 9-102(a)(2) of the UCC), Instruments,general intangibles (as defined in Section 9102(a)(42) of the UCC), uncertificated securities (asdefined in Section 8-102(a)(18) of the UCC),Certificated Securities or security entitlements tofinancial assets resulting from the crediting offinancial assets to a “securities account” (as definedin Section 8-501(a) of the UCC).16 Not included in the Benchmark. All Accounts constitute “securities accounts” underSection 8-501(a) of the UCC.17 Not included in the Benchmark. all original executed copies of each promissory noteor mortgage note that constitutes or evidences theInstruments have been delivered to the Trustee orthe Issuer has received written acknowledgementfrom a custodian that such custodian is holding themortgage notes or promissory notes that constituteevidence of the Instruments solely on behalf of theTrustee and for the benefit of the Secured Parties18 Not included in the Benchmark. the Issuer has delivered to the Trustee a fullyexecuted Securities Account Control Agreementpursuant to which the Custodian has agreed tocomply with all instructions originated by the Trusteerelating to the Accounts without further consent bythe Issuer19 Not included in the Benchmark. The Co-Issuers agree to notify the Rating Agenciespromptly if they become aware of the breach of anyof the representations and warranties contained inthis Section 7.19 and shall not, without notice toS&P, waive any of the representations andwarranties in this Section 7.19 or any breachthereof.Copyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 4

U.S. TEMPLATE NAMEStandard & Poor's Ratings Services 17g-7 Disclosure Report: Fraser Sullivan CLO VII Ltd./Fraser SullivanCLO VII Corp.Enforcement mechanism(s)20 Except as otherwise provided in this Section #, a default inthe performance, or breach, of any other covenant,warranty or other agreement of the Issuer or the Co-Issuerin this Indenture (other than the failure to meet the PortfolioProfile Test, the Collateral Quality Test and the CoverageTests), or the failure of any representation or warranty ofthe Issuer or the Co-Issuer made in this Indenture or in anycertificate or other writing delivered pursuant hereto or inconnection herewith to be correct in any material respectwhen the same shall have been made, and the continuationof such default, breach or failure for a period of 45 daysafter notice thereof shall have been given by registered orcertified mail or overnight courier to the Co-Issuers and theCollateral Manager by the Trustee, or to the ApplicableIssuer, the Collateral Manager and the Trustee by aMajority of the Controlling Class, specifying such default,breach or failure and requiring it to be remedied and statingthat such notice is a “Notice of Default” hereunder.“Controlling Class”: The Class A Notes, so long as anyClass A Notes are Outstanding, then the Class B Notes, solong as any Class B Notes are Outstanding, then the ClassC Notes, so long as any Class C Notes are Outstanding,…,and then the Income Notes / Preference Shares.Except as otherwise provided in this Section 5.1, adefault in a material respect in the performance, orbreach in a material respect, of any other covenantor other agreement of the Issuer or the Co-Issuer inthis Indenture (it being understood, without limitingthe generality of the foregoing, that any failure tomeet any Concentration Limitation, CollateralQuality Test, Interest Diversion Test or CoverageTest is not an Event of Default and any failure tosatisfy the requirements of Section 7.18 is not anEvent of Default, except in either case to the extentprovided in clause (g) below), or the failure of anyrepresentation or warranty of the Issuer or the Co-Issuer made in this Indenture or in any certificate orother writing delivered pursuant hereto or inconnection herewith to be correct in each case in allmaterial respects when the same shall have beenmade, and the continuation of such default, breachor failure for a period of 45 days after notice to theIssuer or the Co-Issuer, as applicable, and thePortfolio Manager by registered or certified mail orovernight courier, by the Trustee, the Issuer, the CoIssuer or the Portfolio Manager, or to the Issuer orthe Co-Issuer, as applicable, the Portfolio Managerand the Trustee at the direction of the Holders of atleast a Majority of the Controlling Class, specifyingsuch default, breach or failure and requiring it to beremedied and stating that such notice is a “Notice ofDefault” hereunder;21 If an Event of Default occurs and is continuing (other thanan Event of Default specified in Section # or # [reference tovoluntary and involuntary bankruptcy proceedings]), theTrustee may, and shall upon direction of a Majority of theControlling Class, declare the principal of all the Notes to beimmediately due and payable, and upon any suchdeclaration such principal, together with all accrued andunpaid interest (if any) thereon and other amounts payablehereunder, shall become immediately due and payable.If an Event of Default occurs and is continuing(other than an Event of Default specified in Section5.1(e) or (f)), the Trustee may (with the writtenconsent of a Majority of the Controlling Class), andshall (upon the written direction of a Majority of theControlling Class), by notice to the Co-Issuers andeach Rating Agency, declare the principal of all theSecured Notes to be immediately due and payable,and upon any such declaration such principal,together with all accrued and unpaid interestthereon, and other amounts payable hereunder,shall become immediately due and payable. If anEvent of Default specified in Section 5.1(e) or (f)occurs, all unpaid principal, together with all accruedand unpaid interest thereon, of all the SecuredNotes, and other amounts payable thereunder andhereunder, shall automatically become due andpayable without any declaration or other act on thepart of the Trustee or any Noteholder.22 If an Event of Default as described in Section # [referenceincludes breach of representations or warranties] hereofshall have occurred and be continuing the Trustee may,and at the direction of the Holders of not less than 25% ofthe Aggregate Outstanding Amount of the Notes of theControlling Class shall (subject to Section #), institute aProceeding solely to compel performance of the covenantor agreement or to cure the representation or warranty, theIf an Event of Default as described in Section 5.1(d)hereof shall have occurred and be continuing theTrustee may, and at the direction of the Holders ofnot less than 25% of the Aggregate OutstandingAmount of the Controlling Class shall, institute aProceeding solely to compel performance of thecovenant or agreement or to cure the representationor warranty, the breach of which gave rise to theCopyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 5

U.S. TEMPLATE NAMEStandard & Poor's Ratings Services 17g-7 Disclosure Report: Fraser Sullivan CLO VII Ltd./Fraser SullivanCLO VII Corp.breach of which gave rise to the Event of Default undersuch Section, and enforce any equitable decree or orderarising from such Proceeding.Event of Default under such Section, and enforceany equitable decree or order arising from suchProceeding.23 If an Event of Default shall have occurred and becontinuing, the Trustee shall not sell or liquidate theCollateral, shall collect and cause the collection of theproceeds thereof and make and shall apply all paymentsand deposits and maintain all accounts in respect of theCollateral and the Notes in accordance with the Priority ofPayments and the provisions of Article # [reference toaccounts], Article # [reference to purchase and saleguidelines] and Article # [reference to subordinationprovisions] unless: (i)the Trustee determines that theanticipated proceeds of a sale or liquidation of the Collateral(after deducting the reasonable expenses of such sale orliquidation) would be sufficient to discharge in full theamounts then due and unpaid on the Rated Notes forprincipal and interest (including Deferred Interest), theHedge Payment Amount, unpaid Administrative Expenses(including amounts due and payable to the CollateralManager under the Collateral Management Agreementother than Collateral Management Fees), the CollateralManagement Fee (unless approved otherwise by theCollateral Manager) and a Majority of the Controlling Classagrees with such determination; or (ii)a Majority of theNotes of each Class direct the sale and liquidation of theCollateral.if an Event of Default shall have occurred and becontinuing, the Trustee shall retain the Assets securingthe Secured Notes intact, collect and cause thecollection of the proceeds thereof and make and applyall payments and deposits and maintain all accounts inrespect of the Assets and the Notes in accordancewith the Priority of Payments and the provisions ofArticle 10, Article 12 and Article 13 unless:(i) the Trustee, pursuant to Section 5.5(c), determinesthat the anticipated proceeds of a sale or liquidation ofthe Assets (after deducting the reasonable expensesof such sale or liquidation) would be sufficient todischarge in full the amounts then due (or, in the caseof interest, accrued) and unpaid on the Secured Notesfor principal and interest (including accrued and unpaidSecured Note Deferred Interest), and all otheramountspayable prior to payment of principal on such SecuredNotes (including amounts due and owing asAdministrative Expenses (without regard to theAdministrative Expense Cap) and due and unpaidBase Management Fee) and a Majority of theControlling Class agrees with such determination; or(ii) (x) if the Class A-1 Notes are outstanding and anEvent of Default referred to in clause (g) of thedefinition thereof has occurred and is continuing, aMajority of the Class A-1 Notes directs the sale andliquidation of the Assets or(y) if any other Event of Default has occurred and iscontinuing, a Supermajority of each Class of theSecured Notes (voting separately by Class) direct thesale and liquidation of the Assets.Table 2No.BenchmarkRepresentations and warrantiesTransaction24 Collateral Manager hereby represents and warrants tothe Issuer as follows:The Portfolio Manager hereby represents andwarrants to the Issuer as of the date hereof asfollows:25 The Collateral Manager is a [ limited liability company /partnership / etc.] duly organized, validly existing and ingood standing under the laws of [jurisdiction], has fullpower and authority to own its assets and to transact thebusiness in which it is currently engaged, and is dulyqualified to do business and is in good standing underthe laws of each jurisdiction where the performance ofthis Agreement would require such qualification, exceptfor those jurisdictions in which the failure to be soqualified, authorized or licensed would not have amaterial adverse effect on the ability of the CollateralManager to perform its obligations under this AgreementThe Portfolio Manager is a limited liability companyduly organized, validly existing and in good standingunder the laws of the State of New York and has fullpower and authority to own its assets and to transactthe business in which it is currently engaged, and isduly qualified to do business and is in good standingunder the laws of each jurisdiction where theperformance of this Agreement would require suchqualification.Copyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 6

U.S. TEMPLATE NAMEStandard & Poor's Ratings Services 17g-7 Disclosure Report: Fraser Sullivan CLO VII Ltd./Fraser SullivanCLO VII Corp.and the provisions of the Indenture applicable to theCollateral Manager, or on the validity or enforceability ofthis Agreement and the provisions of the Indentureapplicable to the Collateral Manager.26 The Collateral Manager has full power and authority toexecute and deliver this Agreement and to perform all ofits obligations hereunder and under the provisions of theIndenture applicable to the Collateral Manager, and hastaken all necessary action to authorize this Agreementand the execution and delivery of this Agreement and theperformance of all obligations required hereunder andunder the terms of the Indenture applicable to theCollateral Manager.27 No consent of any other Person, including, withoutlimitation, members and creditors of the CollateralManager, and no license, permit, approval orauthorization of, exemption by, notice or report to, orregistration, filing or declaration with, any governmentalauthority is required by the Collateral Manager or anyAffiliate thereof in connection with this Agreement or theexecution, delivery, performance, validity orenforceability of this Agreement or the obligationsimposed on the Collateral Manager hereunder or underthe terms of the Indenture applicable to the CollateralManager other than those which have been obtained ormade.28 This Agreement has been, and each instrument anddocument to which the Collateral Manager is a partyrequired hereunder or under the terms of the Indenturewill be, executed and delivered by a duly authorizedofficer of the Collateral Manager, and this Agreementconstitutes, and each instrument and document to whichthe Collateral Manager is a party required hereunder orunder the terms of the Indenture when executed anddelivered by the Collateral Manager hereunder or underthe terms of the Indenture will constitute, the valid andlegally binding obligations of the Collateral Managerenforceable against the Collateral Manager inaccordance with its terms, subject, as to enforcement,(A) to the effect of bankruptcy, insolvency, winding-up orsimilar laws affecting generally the enforcement ofcreditors’ rights as such laws would apply in the event ofany bankruptcy, receivership, insolvency, winding-up orsimilar event applicable to the Collateral Manager and(B) to general equitable principles (whether enforceabilityof such principles is considered in a proceeding at law orin equity).29 The execution, delivery and performance of thisAgreement and the terms of the Indenture applicable tothe Collateral Manager will not violate any provision ofany existing law or regulation binding on the CollateralManager, or any order, judgment, award or decree of anycourt, arbitrator or governmental authority binding on theCollateral Manager, or the Organizational Instruments of,or any securities issued by, the Collateral Manager or ofany mortgage, indenture, lease, contract or otheragreement, instrument or undertaking to which theThe Portfolio Manager has full power and authority toexecute and deliver this Agreement and to perform allof its obligations hereunder and under the provisionsof the Indenture applicable to the Portfolio Manager,and has taken all necessary action to authorize thisAgreement and the execution and delivery of thisAgreement and the performance of all obligationsrequired hereunder and under the terms of theIndenture applicable to the Portfolio ManagerNo consent of any other Person, including membersand creditors of the Portfolio Manager, and nolicense, permit, approval or authorization of,exemption by, notice or report to, or registration, filingor declaration with, any governmental authority isrequired by the Portfolio Manager or any Affiliatethereof in connection with this Agreement or theexecution, delivery, performance, validity orenforceability of this Agreement or the obligationsimposed on the Portfolio Manager hereunder or underthe terms of the Indenture applicable to the PortfolioManager other than those which have been obtainedor madeThis Agreement has been, and each instrument anddocument to which the Portfolio Manager is a partyrequired hereunder or under the terms of theIndenture will be, executed and delivered by a dulyauthorized officer of the Portfolio Manager, and thisAgreement constitutes, and each instrument anddocument to which the Portfolio Manager is a partyrequired hereunder or under the terms of theIndenture when executed and delivered by thePortfolio Manager hereunder or under the terms of theIndenture will constitute, the valid and legally bindingobligations of the Portfolio Manager enforceableagainst the Portfolio Manager in accordance with itsterms, subject, as to enforcement,(A) to the effect of bankruptcy, insolvency or similarlaws affecting generally the enforcement of creditors’rights as such laws would apply in the event of anybankruptcy, receivership, insolvency or similar eventapplicable to the Portfolio Manager and(B) to general equitable principles (whetherenforceability of such principles is considered in aproceeding at law or in equity).The execution, delivery and performance of thisAgreement and the terms of the Indenture applicableto the Portfolio Manager will not violate any provisionof any existing law or regulation binding on thePortfolio Manager, or any order, judgment, award ordecree of any court, arbitrator or governmentalauthority binding on the Portfolio Manager, or theOrganizational Instruments of, or any securitiesissued by, the Portfolio Manager or of any mortgage,indenture, lease, contract or other agreement,Copyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 7

U.S. TEMPLATE NAMEStandard & Poor's Ratings Services 17g-7 Disclosure Report: Fraser Sullivan CLO VII Ltd./Fraser SullivanCLO VII Corp.Enforcement mechanism(s)34 The Collateral Manager may be removed for Cause upon## days’ prior written notice by the Issuer at the directionof either (i) a Majority of the Income Notes with the priorwritten consent of a Majority of the Controlling Classwhich consent will not be unreasonably withheld, or (ii) atthe direction of a Majority of the Controlling Class;provided that, as long as any of the Notes areOutstanding, notice of such removal will have been givento the Holders of each Class of Notes.For purposes of determining “Cause” with respect toremoval of the Collateral Manager by the Issuer, suchterm shall mean any one of the following events…The failure of any representation, warranty, certificationor statement made or delivered by the CollateralManager in or pursuant to this Agreement or theIndenture to be correct in any material respect whenmade which failure (A) could reasonably be expected tohave a material adverse effect on the Holders of anyClass of Notes and (B) is not corrected by the CollateralManager within 30 days of a Responsible Officer of theCollateral Manager becoming aware of, or its receipt ofnotice from the Issuer or the Trustee of, such failure;The Portfolio Manager may be removed for Causeupon 10 Business Days’ prior written notice by theIssuer or the Trustee at the direction of a Majority ofthe Controlling Class or a Majority of theSubordinated Notes; provided that, as long as any ofthe Notes are Outstanding, notice of such removal willhave been given to the Holders of each Class ofNotes. Voting of any Portfolio Manager Notes forpurposes of any such removal vote will be subject toSection 12(g). No such removal shall be effective (A)until the date as of which a successor PortfolioManager satisfying the criteria set forth in Section12(d) above shall have been appointed and deliveredan Instrument of Acceptance to the Issuer and theremoved Portfolio Manager, and (B) unless the partyseeking such termination (or a representativethereof), prior to delivering any notice of termination(Termination Notice) to the Portfolio Manager, shallhave given three days’ prior written notice to theHolders of the Notes of its decision that the PortfolioManager’s services should be terminated. Forpurposes of determining Cause with respect toremoval of the Portfolio Manager by the Issuer, suchterm shall mean any one of the following events:() the Portfolio Manager shall willfully violate anymaterial provision of this Agreement or the Indentureapplicable to it;(i) the Portfolio Manager shall violate in any materialrespect any provision of this Agreement or any termof the Indenture applicable to it and, if such violationis capable of being cured, shall not cure such violationwithin 30 days of its becoming aware of, or its receiptof notice from the Issuer or the Trustee of, suchviolation;(ii) the failure of any representation, warranty,certification or statement made or delivered by thePortfolio Manager in or pursuant to this Agreement orthe Indenture to be correct in any material respectwhen made which failure is not corrected by thePortfolio Manager within 30 days of its becomingaware of, or its receipt of notice from the Issuer or theTrustee of, such failure;(iii) the Portfolio Manager is wound up or dissolved orthere is appointed over it or a substantial part of itsassets a receiver, administrator, administrativereceiver, trustee or similar officer; or the PortfolioManager (A) ceases to be able to, or admits in writingits inability to, pay its debts as they become due andpayable, or makes a general assignment for thebenefit of, or enters into any composition orarrangement with, its creditors generally; (B) appliesfor or consents (by admission of material allegationsof a petition or otherwise) to the appointment of areceiver, trustee, assignee, custodian, liquidator orsequestrator (or other similar official) of the PortfolioManager or of any substantial part of its properties orassets, or proceedings seeking such appointment arecommenced without such authorization, consent orapplication against the Portfolio Manager andcontinue undismissed for 60 days or any suchappointment is ordered by a court or regulatory bodyCopyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 9

U.S. TEMPLATE NAMEStandard & Poor's Ratings Services 17g-7 Disclosure Report: Fraser Sullivan CLO VII Ltd./Fraser SullivanCLO VII Corp.having jurisdiction; (C) authorizes or files a voluntarypetition in bankruptcy, or applies for or consents (byadmission of material allegations of a petition orotherwise) to the application of any bankruptcy,reorganization, arrangement, readjustment of debt,insolvency, dissolution, or similar law, or proceedingsto such end are instituted against the PortfolioManager without such authorization, application orconsent and remain undismissed for 60 days or resultin adjudication of bankruptcy or insolvency or theissuance of an order for relief; or (D) permits orsuffers all or any substantial part of its properties orassets to be sequestered or attached by court orderand the order (if contested in good faith) remainsundismissed for 60 days;(iv) the occurrence of an Event of Default under theIndenture (i) that is described in clause (a) of thedefinition of “Event of Default” or (ii) that results fromany breach by the Portfolio Manager of its dutiesunder this Agreement or the Indenture;(v) (A) the occurrence of an act by the PortfolioManager that constitutes fraud or criminal activity inthe performance of its obligations under thisAgreement, the Indenture or the CollateralAdministration Agreement or the Portfolio Managerbeing convicted for a criminal offence related to itsbusiness of providing asset management services, or(B) the occurrence of any act by any director orexecutive officer of the Portfolio Manager or anyemployee of the Portfolio Manager who has primaryresponsibility for the oversight and management ofthe Assets that constitutes fraud or criminal activity inthe performance of the Portfolio Manager’sobligations under this Agreement, the Indenture or theCollateral Administration Agreement, or any suchperson being convicted for a criminal offence relatedto the Portfolio Manager’s business of providing assetmanagement services; and(vi) the occurrence of a Key Persons Event.The language in Standard & Poor’s Ratings Services’ 17g-7 Benchmark reflects representations, warranties and enforcementmechanisms available to investors that commonly appear in the transaction documents for a specific type of security. In orderto make the benchmarks generic, we made the following modifications. Specific article or section numbers have beenreplaced by a number symbol (Example: ‘Section 5’ now reads as ‘Section #’). Proper nouns have been replaced with thebracketed name of the role the entity plays in the transaction (Example: ‘ABC Corp’ now reads as [Seller]). Numbers oramounts specific to a deal have been replaced with a number symbol (Example: ‘more than 30%’ now reads as ‘more than#%’). Non-numerical characteristics have been replaced by a generic description (Example: ‘financing of agricultural andconstruction equipment’ now reads as ‘financing of [type of] equipment’).This Standard & Poor's Ratings Services 17g-7 Disclosure Report is not intended to be, and may not be relied upon as, legaladvice.Copyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 10

U.S. TEMPLATE NAMEStandard & Poor's Ratings Services 17g-7 Disclosure Report: Fraser Sullivan CLO VII Ltd./Fraser SullivanCLO VII Corp.DisclaimerCopyright © 2012 by Standard & Poor’s Financial Services LLC. All rights reserved.No content (including ratings, credit-related analyses and data, model, software or other application or outputtherefrom) or any part thereof (Content) may be modified, reverse engineered, reproduced or distributed in any formby any means, or stored in a database or retrieval system, without the prior written permission of Standard & Poor’sFinancial Services LLC or its affiliates (collectively, S&P). The Content shall not be used for any unlawful orunauthorized purposes. S&P and any third-party providers, as well as their directors, officers, shareholders,employees or agents (collectively S&P Parties) do not guarantee the accuracy, completeness, timeliness oravailability of the Content. S&P Parties are not responsible for any errors or omissions (negligent or otherwise),regardless of the cause, for the results obtained from the use of the Content, or for the security or maintenance ofany data input by the user. The Content is provided on an “as is” basis. S&P PARTIES DISCLAIM ANY AND ALLEXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OFMERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, FREEDOM FROM BUGS,SOFTWARE ERRORS OR DEFECTS, THAT THE CONTENT’S FUNCTIONING WILL BE UNINTERRUPTED ORTHAT THE CONTENT WILL OPERATE WITH ANY SOFTWARE OR HARDWARE CONFIGURATION. In no eventshall S&P Parties be liable to any party for any direct, indirect, incidental, exemplary, compensatory, punitive, specialor consequential damages, costs, expenses, legal fees, or losses (including, without limitation, lost income or lostprofits and opportunity costs or losses caused by negligence) in connection with any use of the Content even ifadvised of the possibility of such damages.Credit-related and other analyses, including ratings, and statements in the Content are statements of opinion as ofthe date they are expressed and not statements of fact. S&P’s opinions, analyses and rating acknowledgmentdecisions (described below) are not recommendations to purchase, hold, or sell any securities or to make anyinvestment decisions, and do not address the suitability of any security. S&P assumes no obligation to update theContent following publication in any form or format. The Content should not be relied on and is not a substitute forthe skill, judgment and experience of the user, its management, employees, advisors and/or clients when makinginvestment and other business decisions. S&P does not act as a fiduciary or an investment advisor except whereregistered as such. While S&P has obtained information from sources it believes to be reliable, S&P does notperform an audit and undertakes no duty of due diligence or independent verification of any information it receives.To the extent that regulatory authorities allow a rating agency to acknowledge in one jurisdiction a rating issued inanother jurisdiction for certain regulatory purposes, S&P reserves the right to assign, withdraw or suspend suchacknowledgement at any time and in its sole discretion. S&P Parties disclaim any duty whatsoever arising out of theassignment, withdrawal or suspension of an acknowledgment as well as any liability for any damage alleged to havebeen suffered on account thereof.S&P keeps certain activities of its business units separate from each other in order to preserve the independenceand objectivity of their respective activities. As a result, certain business units of S&P may have information that isnot available to other S&P business units. S&P has established policies and procedures to maintain theconfidentiality of certain non-public information received in connection with each analytical process.S&P may receive compensation for its ratings and certain analyses, normally from issuers or underwriters of securitiesor from obligors. S&P reserves the right to disseminate its opinions and analyses. S&P's public ratings and analysesare made available on its Web sites, www.standardandpoors.com (free of charge), and www.ratingsdirect.com andwww.globalcreditportal.com (subscription), and may be distributed through other means, including via S&P publicationsand third-party redistributors. Additional information about our ratings fees is available atwww.standardandpoors.com/usratingsfees.STANDARD & POOR’S, S&P, GLOBAL CREDIT PORTAL and RATINGSDIRECT are registered trademarks ofStandard & Poor’s Financial Services LLC.Copyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 11