Moody's assigned the following ratings to notes of the Issuer:

U.S. $263,250,000 Class A Floating Rate Notes due 2023 (the "Class A Notes"), Assigned (P)Aaa (sf).

Moody's issues provisional ratings in advance of the final sale of financial instruments, but these ratings only represent Moody's preliminary credit opinions. Upon a conclusive review of a transaction and associated documentation, Moody's will endeavor to assign definitive ratings. A definitive rating (if any) may differ from a provisional rating.

RATINGS RATIONALE

Moody's provisional rating of the Class A Notes addresses the expected loss posed to noteholders. The provisional rating reflects the risks due to defaults on the underlying portfolio of loans, the transaction's legal structure, and the characteristics of the underlying assets.

Apidos XI is a managed cash flow CLO. At least 95% of the portfolio must consist of senior secured loans or eligible investments, and up to 5% of the portfolio may consist of second-lien loans, unsecured loans, senior secured floating rate notes, senior secured bonds and senior unsecured bonds. The portfolio is expected to be 80% ramped up as of the closing date.

CVC Credit Partners, LLC ("CVC") will manage the CLO. It will direct the selection, acquisition and disposition of collateral on behalf of the Issuer and may engage in trading activity, including discretionary trading, during the transaction's four-year reinvestment period. Thereafter, purchases are permitted using principal proceeds from unscheduled principal payments and proceeds from sales of credit risk obligations, and are subject to certain restrictions.

In addition to the Class A Notes rated by Moody's, the Issuer will issue six other classes of notes, including subordinated notes, as well as preferred shares.

The transaction incorporates interest and par coverage tests which, if triggered, divert interest and principal proceeds to pay down the notes in order of seniority.

Moody's modeled the transaction using a cash flow model based on the Binomial Expansion Technique, as described in Section 2.3 of the "Moody's Approach to Rating Collateralized Loan Obligations" rating methodology published in June 2011. Moody's used the following base-case modeling assumptions:

Par amount: $400,000,000 Diversity Score: 50 Weighted Average Rating Factor (WARF): 2750

Weighted Average Spread (WAS): 3.85%

Weighted Average Coupon (WAC): 7.0%

Weighted Average Recovery Rate (WARR): 43.5%

Weighted Average Life (WAL): 8 years.

The Class A Notes' performance is subject to uncertainty. The notes' performance is sensitive to the performance of the underlying portfolio, which in turn depends on economic and credit conditions that may change. CVC's investment decisions and management of the transaction will also affect the notes' performance.

Together with the set of modeling assumptions above, Moody's conducted an additional sensitivity analysis, which was an important component in determining the provisional rating assigned to the Class A Notes. This sensitivity analysis includes increased default probability relative to the base case. Below is a summary of the impact of an increase in default probability (expressed in terms of WARF level) on the Class A Notes (shown in terms of the number of notch difference versus the current model output, whereby a negative difference corresponds to higher expected losses), holding all other factors equal:

Percentage Change in WARF: WARF + 15% (to 3163 from 2750)

Ratings Impact in Rating Notches: Class A Notes: -1

Percentage Change in WARF: WARF +30% (to 3575 from 2750)

Ratings Impact in Rating Notches: Class A Notes: -2.

The V Score for this transaction is Medium/High. Moody's assigned this V Score in a manner similar to the Medium/High V score assigned for the global cash flow CLO sector, as described in the special report titled, "V Scores and Parameter Sensitivities in the Global Cash Flow CLO Sector," dated July 6, 2009, available on www.moodys.com.

The score for the "Transaction Complexity," a sub-category of the V Score, is Medium/High, higher than that of the benchmark CLO, which is Medium. The raised score of Medium/High reflects the fact that certain important provisions set forth in the indenture, such as the collateral quality tests, can be amended without affirmative consent of the noteholders. This higher score for transaction complexity does not, however, cause this transaction's overall composite V Score of Medium/High to differ from that of the CLO sector benchmark.

Moody's V Scores provide a relative assessment of the quality of available credit information and the potential variability around the various inputs to a rating determination. The V Score ranks transactions by the potential for significant rating changes owing to uncertainty around the assumptions due to data quality, historical performance, the level of disclosure, transaction complexity, the modeling and the transaction governance that underlie the ratings. V Scores apply to the entire transaction, rather than individual tranches.

Further details regarding Moody's analysis of this transaction may be found in the upcoming pre-sale report, available soon on Moodys.com.

The principal methodology used in this rating was "Moody's Approach to Rating Collateralized Loan Obligations," published in June 2011. Please see the Credit Policy page on www.moodys.com for a copy of this methodology.

REGULATORY DISCLOSURES

The rating has been disclosed to the rated entity or its designated agent(s) and issued with no amendment resulting from that disclosure.

Information sources used to prepare the rating are the following: parties involved in the ratings, public information, and confidential and proprietary Moody's Investors Service information.

Moody's did not receive or take into account a third-party assessment on the due diligence performed regarding the underlying assets or financial instruments in this transaction.

Further information on the representations and warranties and enforcement mechanisms available to investors are available on http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF308797.

Moody's considers the quality of information available on the rated entity, obligation or credit satisfactory for the purposes of issuing a rating.

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Moody's Investors Service may have provided Ancillary or Other Permissible Service(s) to the rated entity or its related third parties within the two years preceding the credit rating action. Please see the special report "Ancillary or other permissible services provided to entities rated by MIS's EU credit rating agencies" on the ratings disclosure page on our website www.moodys.com for further information.

For ratings issued on a program, series or category/class of debt, this announcement provides relevant regulatory disclosures in relation to each rating of a subsequently issued bond or note of the same series or category/class of debt or pursuant to a program for which the ratings are derived exclusively from existing ratings in accordance with Moody's rating practices. For ratings issued on a support provider, this announcement provides relevant regulatory disclosures in relation to the rating action on the support provider and in relation to each particular rating action for securities that derive their credit ratings from the support provider's credit rating. For provisional ratings, this announcement provides relevant regulatory disclosures in relation to the provisional rating assigned, and in relation to a definitive rating that may be assigned subsequent to the final issuance of the debt, in each case where the transaction structure and terms have not changed prior to the assignment of the definitive rating in a manner that would have affected the rating. For further information please see the ratings tab on the issuer/entity page for the respective issuer on www.moodys.com.

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The date on which some ratings were first released goes back to a time before Moody's ratings were fully digitized and accurate data may not be available. Consequently, Moody's provides a date that it believes is the most reliable and accurate based on the information that is available to it. Please see the ratings disclosure page on our website www.moodys.com for further information.

Please see www.moodys.com for any updates on changes to the lead rating analyst and to the Moody's legal entity that has issued the rating.

George Zittis Asst Vice President - Analyst Structured Finance Group Moody'sInvestors Service Ltd. One Canada SquareCanary WharfLondon E14 5FA United Kingdom JOURNALISTS: 44 20 7772 5456 SUBSCRIBERS: 44 20 7772 5454 Leon Mogunov VP - Senior Credit Officer Structured Finance Group JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653 Releasing Office: Moody's Investors Service Ltd. One Canada SquareCanary WharfLondon E14 5FA United Kingdom JOURNALISTS: 44 20 7772 5456 SUBSCRIBERS: 44 20 7772 5454 (C) 2012 Moody's Investors Service, Inc. and/or its licensors and affiliates (collectively, "MOODY'S"). All rights reserved.

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