Common use of Asset Quality Matrix Clause in Contracts

Asset Quality Matrix. On or prior to the Effective Date, the Collateral Manager shall elect the “row/column combination” of the Asset Quality Matrix that shall on and after the Effective Date apply to the Collateral Obligations for purposes of determining compliance with the Moody’s Diversity Test, the Maximum Xxxxx’x Rating Factor Test and the Minimum Moody’s Floating Spread Test. Thereafter, at any time on written notice of one Business Day to the Trustee (which notice the Trustee shall promptly provide to Moody’s), the Collateral Manager may elect a different “row/column combination” to apply to the Collateral Obligations; provided that if: (i) the Collateral Obligations are currently in compliance with the Asset Quality Matrix case then applicable to the Collateral Obligations, the Collateral Obligations comply with the Asset Quality Matrix case to which the Collateral Manager desires to change; or (ii) the Collateral Obligations are not currently in compliance with the Asset Quality Matrix case then applicable to the Collateral Obligations or would not be in compliance with any other Asset Quality Matrix case, the Collateral Obligations need not comply with the Asset Quality Matrix case to which the Collateral Manager desires to change so long as the degree of compliance of such Collateral Obligations with each of the Minimum Moody’s Floating Spread Test, the Moody’s Diversity Test, and Maximum Xxxxx’x Rating Factor Test not in compliance would be maintained or improved if the Asset Quality Matrix case to which the Collateral Manager desires to change is used. If the Collateral Manager does not notify the Trustee that it will alter the “row/column combination” of the Asset Quality Matrix chosen on the Effective Date in the manner set forth above, the “row/column combination” of the Asset Quality Matrix chosen on or prior to the Effective Date shall continue to apply. Notwithstanding the foregoing, the Collateral Manager may elect at any time after the Effective Date, in lieu of selecting a “row/column combination” of the Asset Quality Matrix, to interpolate between two adjacent rows and/or two adjacent columns, as applicable, on a straight-line basis and round the results to two decimal points.

Asset Quality Matrix. On or prior to the Effective Date, the Collateral Manager shall elect the “row/column combination” of the Asset Quality Matrix that shall on and after the Effective Date apply to the Collateral Obligations for purposes of determining compliance with the Moody’s Diversity Test, the Maximum Xxxxx’x Rating Factor Test and the Minimum Moody’s Floating Spread Test. Thereafter, at any time on written notice of one Business Day to the Trustee (which notice the Trustee shall promptly provide to Moody’s), the Collateral Manager may elect a different “row/column combination” to apply to the Collateral Obligations; provided that if: (i) the Collateral Obligations are currently in compliance with the Asset Quality Matrix case then applicable to the Collateral Obligations, the Collateral Obligations comply with the Asset Quality Matrix case to which the Collateral Manager desires to change; or (ii) the Collateral Obligations are not currently in compliance with the Asset Quality Matrix case then applicable to the Collateral Obligations or would not be in compliance with any other Asset Quality Matrix case, the Collateral Obligations need not comply with the Asset Quality Matrix case to which the Collateral Manager desires to change so long as the degree of compliance of such Collateral Obligations with each of the Minimum Moody’s Floating Spread Test, the Moody’s Diversity Test, and Maximum Xxxxx’x Rating Factor Test not in compliance would be maintained or improved if the Asset Quality Matrix case to which the Collateral Manager desires to change is used. If the Collateral Manager does not notify the Trustee that it will alter the “row/column combination” of the Asset Quality Matrix chosen on the Effective Date in the manner set forth above, the “row/column combination” of the Asset Quality Matrix chosen on or prior to the Effective Date shall continue to apply. Notwithstanding the foregoing, the Collateral Manager may elect at any time after the Effective Date, in lieu of selecting a “row/column combination” of the Asset Quality Matrix, to interpolate between two adjacent rows and/or two adjacent columns, as applicable, on a straight-line basis and round the results to two decimal points.

Asset Quality Matrix. On or prior to the Effective Datelast day of the Ramp-Up Period, the Collateral Manager shall elect the “determine which "row/column combination” " of the Asset Quality Matrix that shall apply on and after the Effective Date apply last day of the Ramp-Up Period to the Collateral Obligations for purposes of determining compliance with the Moody’s 's Diversity Test, the Maximum Xxxxx’x Xxxxx'x Rating Factor Test and the Minimum Moody’s Floating Spread Test, and if such "row/column combination" differs from the "row/column combination" chosen to apply as of the Closing Date, the Collateral Manager shall so notify the Trustee, the Collateral Administrator and each Rating Agency. Thereafter, at any time on written notice of one two Business Day to the Trustee Trustee, the Collateral Administrator and each Rating Agency (which notice the Trustee shall promptly provide via email to Moody’s's at xxxxxxxxxxxxx@xxxxxx.xxx and via email to Fitch at xxx.xxxxxxxxxxxx@xxxxxxxxxxxx.xxx), the Collateral Manager may elect a different “"row/column combination” " of the Asset Quality Matrix to apply to the Collateral Obligations; provided that ifthat: (i) if the election is in relation to a proposed purchase of a Collateral Obligation and each Portfolio Quality Test will be satisfied following such purchase, then such election shall be deemed to go into effect simultaneously with such proposed purchase after giving effect to such purchase, and (ii) in all other cases, such election shall only be permitted if the Collateral Obligations are currently in compliance with the Asset Quality Matrix case then applicable to the Collateral Obligations, the Collateral Obligations comply with the Asset Quality Matrix case to which the Collateral Manager desires to change; or (ii) the Collateral Obligations are not currently in compliance with the Asset Quality Matrix case then applicable to the Collateral Obligations or would not be in compliance with any other Asset Quality Matrix case, the Collateral Obligations need not comply with the Asset Quality Matrix case to which the Collateral Manager desires to change so long as the degree of compliance of such Collateral Obligations with each of the Minimum Moody’s Floating Spread Test, the Moody’s Diversity Test, and Maximum Xxxxx’x Rating Factor Test not in compliance would be maintained or improved if the Asset Quality Matrix case to which the Collateral Manager desires to change is used. If the Collateral Manager does not notify the Trustee and the Collateral Administrator that it will alter the “"row/column combination” " of the Asset Quality Matrix chosen on the Effective Date last day of the Ramp-Up Period in the manner set forth above, the “"row/column combination” " of the Asset Quality Matrix chosen on or prior to the Effective Date last day of the Ramp-Up Period shall continue to apply. Notwithstanding the foregoing, the Collateral Manager may elect at any time after the Effective Datelast day of the Ramp-Up Period, in lieu of selecting a “"row/column combination” " of the Asset Quality Matrix, Matrix (but otherwise in compliance with the requirements of the fourth sentence of this Section 7.17(e)) to interpolate between two adjacent rows and/or two adjacent columns, as applicable, on a straight-line basis and round the results to two decimal points.

Asset Quality Matrix. On or prior to the Effective Date, the Collateral Manager shall elect the “row/column combination” of the Asset Quality Matrix that shall on and after the Effective Date apply to the Collateral Obligations for purposes of determining compliance with the Moody’s Diversity Test, the Maximum Xxxxx’x Moody’s Weighted Average Rating Factor Test and the Minimum Weighted Average Spread Test, and if such “row/column combination” differs from the “row/column combination” chosen to apply as of the Closing Date, the Collateral Manager will so notify the Trustee, the Collateral Administrator and Moody’s Floating Spread Testin writing. Thereafter, at any time on written notice of one Business Day to the Trustee (which notice the Trustee shall promptly provide to and Moody’s), the Collateral Manager may elect a different “row/column combination” to apply to the Collateral Obligations; provided that if: (i) the Collateral Obligations are currently in compliance with the Asset Quality Matrix case then applicable to the Collateral Obligations, the Collateral Obligations comply with the Asset Quality Matrix case to which the Collateral Manager desires to change; change or (ii) the Collateral Obligations are not currently in compliance with the Asset Quality Matrix case then applicable to the Collateral Obligations or would not be in compliance with any other Asset Quality Matrix case, the Collateral Obligations need not comply with the Asset Quality Matrix case to which the Collateral Manager desires to change so long as change; provided that if subsequent to such election the degree of compliance of such Collateral Obligations comply with each of the Minimum Moody’s Floating Spread Testany Asset Quality Matrix case, the Moody’s Diversity Test, and Maximum Xxxxx’x Rating Factor Test not in compliance would be maintained or improved if the Collateral Manager shall elect a “row/column combination” that corresponds to a Asset Quality Matrix case to in which the Collateral Manager desires to change is usedObligations are in compliance. If the Collateral Manager does not notify the Trustee Trustee, Moody’s and the Collateral Administrator that it will alter the “row/column combination” of the Asset Quality Matrix chosen on the Effective Date in the manner set forth above, the “row/column combination” of the Asset Quality Matrix chosen on or prior to the Effective Date shall continue to apply. Notwithstanding the foregoing, the Collateral Manager may (by notice to the Trustee, Moody’s and the Collateral Administrator) elect at any time after the Effective Date, in lieu of selecting a “row/column combination” of the Asset Quality Matrix, to interpolate between two adjacent rows and/or two adjacent columns, as applicable, on a straight-line basis and round the results to two decimal points.

Asset Quality Matrix. On or prior to the Effective Date, the Collateral Manager shall elect the “row/column combination” of the Asset Quality Matrix that shall on and after the Effective Date apply to the Collateral Obligations for purposes of determining compliance with the Moody’s Diversity Test, the Maximum Xxxxx’x Rating Factor Test and the Minimum Moody’s Floating Spread Test, and if such “row/column combination” differs from the “row/column combination” chosen to apply as of the Closing Date, the Collateral Manager will so notify the Trustee and S&P in writing. Thereafter, at any time on written notice of one Business Day to the Trustee (which notice the Trustee shall promptly provide to Moody’s)and S&P, the Collateral Manager may elect a different “row/column combination” to apply to the Collateral Obligations; provided that if: (i) the Collateral Obligations are currently in compliance with the Asset Quality Matrix case then applicable to the Collateral Obligations, the Collateral Obligations comply with the Asset Quality Matrix case to which the Collateral Manager desires to change; change or (ii) the Collateral Obligations are not currently in compliance with the Asset Quality Matrix case then applicable to the Collateral Obligations or would not be in compliance with any other Asset Quality Matrix case, the Collateral Obligations need not comply with the Asset Quality Matrix case to which the Collateral Manager desires to change so long as change; provided that if subsequent to such election the degree of compliance of such Collateral Obligations comply with each of the Minimum Moody’s Floating Spread Testany Asset Quality Matrix case, the Moody’s Diversity Test, and Maximum Xxxxx’x Rating Factor Test not in compliance would be maintained or improved if the Collateral Manager shall elect a “row/column combination” that corresponds to a Asset Quality Matrix case to in which the Collateral Manager desires to change is usedObligations are in compliance. If the Collateral Manager does not notify the Trustee and the Collateral Administrator that it will alter the “row/column combination” of the Asset Quality Matrix chosen on the Effective Date in the manner set forth above, the “row/column combination” of the Asset Quality Matrix chosen on or prior to the Effective Date shall continue to apply. Notwithstanding the foregoing, the Collateral Manager may elect at any time after the Effective Date, in lieu of selecting a “row/column combination” of the Asset Quality Matrix, to interpolate between two adjacent rows and/or two adjacent columns, as applicable, on a straight-line basis and round the results to two decimal points.. 126

Asset Quality Matrix. On or prior to the Effective Date, the Collateral Manager shall elect the (i) determine which “row/column combination” of the Asset Quality Matrix that shall apply on and after the Effective Date apply to the Collateral Obligations for purposes of determining compliance with the Moody’s Diversity Test, the Maximum Xxxxx’x Mxxxx’x Rating Factor Test and the Minimum Moody’s Floating Spread Test, and if such “row/column combination” differs from the “row/column combination” chosen to apply as of the Closing Date, the Collateral Manager shall so notify the Trustee and the Collateral Administrator and (ii) determine the applicable S&P CDO Monitor that shall apply on and after the Effective Date to the Collateral Obligations for purposes of determining compliance with the S&P CDO Monitor Test. On and after the Effective Date, the Collateral Manager may request (via email to CXXXxxxxxxxxXxxxXxxxxxxxxx@xxxxxxxxxxxxxxxx.xxx) for S&P to provide S&P CDO Monitors for up to 10,000 different combinations of S&P Matrix Spreads and Recovery Rate Sets with respect to the Notes. Thereafter, at any time on written notice of one two Business Day Days to the Trustee Trustee, the Collateral Administrator and the Rating Agencies (which notice in the Trustee shall promptly provide case of delivery to S&P, via email to CXXXxxxxxx@xxxxxxxxxxxxxxxx.xxx, and in the case of delivery to Moody’s, via email to cxxxxxxxxxxxx@xxxxxx.xxx), the Collateral Manager may elect a different “row/column combination” of the Asset Quality Matrix or a different S&P CDO Monitor to apply to the Collateral Obligations; provided that if: that, if (i) the Collateral Obligations are currently in compliance with the Moody’s Diversity Test, the Maximum Mxxxx’x Rating Factor Test and the Minimum Floating Spread Test (in the case of a proposed change in the Asset Quality Matrix case) or the S&P CDO Monitor Test (in the case then applicable of a proposed change to the Collateral ObligationsS&P CDO Monitor), the Collateral Obligations comply with the Asset Quality Matrix case such applicable tests after giving effect to which the Collateral Manager desires to change; such proposed election, or (ii) the Collateral Obligations are not currently in compliance with the Moody’s Diversity Test, the Maximum Mxxxx’x Rating Factor Test and the Minimum Floating Spread Test (in the case of a proposed change in the Asset Quality Matrix case) or the S&P CDO Monitor Test (in the case then applicable of a proposed change to the Collateral Obligations S&P CDO Monitor) or would not be in compliance with such applicable tests after the application of any other Asset Quality Matrix casecase or S&P CDO Monitor (as the case may be), the Collateral Obligations need not comply with such applicable tests after the Asset Quality Matrix case to which the Collateral Manager desires to proposed change so long as (x) the Class Default Differential of each Priority Class, if any, increases and (y) in the case of the Asset Quality Matrix, the degree of compliance of such the Collateral Obligations with each of the Minimum Moody’s Floating Spread Test, the Moody’s Diversity Test, and the Maximum Xxxxx’x Mxxxx’x Rating Factor Test and the Minimum Floating Spread Test not in compliance would be maintained or improved if the Asset Quality Matrix case to which the Collateral Manager desires to change is used; provided that if subsequent to such election of a “row/column combination” of the Asset Quality Matrix the Collateral Obligations would comply with the Moody’s Diversity Test, the Maximum Mxxxx’x Rating Factor Test and the Minimum Floating Spread Test if a different Asset Quality Matrix case were selected, the Collateral Manager shall elect a “row/column combination” that corresponds to a Asset Quality Matrix case in which the Collateral Obligations are in compliance with such tests. If the Collateral Manager does not notify the Trustee and the Collateral Administrator that it will alter the “row/column combination” of the Asset Quality Matrix or the S&P CDO Monitor, in each case chosen on the Effective Date in the manner set forth above, the “row/column combination” of the Asset Quality Matrix or the S&P CDO Monitor (as the case may be) chosen on or prior to the Effective Date shall continue to apply. Notwithstanding the foregoing, the Collateral Manager may elect at any time after the Effective Date, in lieu of selecting a “row/column combination” of the Asset Quality Matrix, Matrix (but otherwise in compliance with the requirements of the fourth sentence of this Section 7.18(f)) to interpolate between two adjacent rows and/or two adjacent columns, as applicable, on a straight-line basis and round the results to two decimal points.

Asset Quality Matrix. On or prior to the Effective Datelast day of the Ramp-Up Period, the Collateral Manager shall elect the “"row/column combination” " of the Asset Quality Matrix that shall apply on and after the Effective Date apply last day of the Ramp-Up Period to the Collateral Obligations for purposes of determining compliance with the Moody’s Mxxxx'x Diversity Test, the Mxxxx'x Maximum Xxxxx’x Rating Factor Test and the Minimum Moody’s Floating Spread Test, and if such "row/column combination" differs from the "row/column combination" chosen to apply as of the Closing Date, the Collateral Manager shall so notify the Trustee and the Collateral Administrator. Thereafter, at any time on written notice of one two Business Day Days to the Trustee (which notice Collateral Administrator, the Trustee shall promptly provide to Moody’s)and Mxxxx'x, the Collateral Manager may elect a different “"row/column combination” " of the Asset Quality Matrix to apply to the Collateral Obligations; provided that that, if: (i) the Collateral Obligations are currently in compliance with the Asset Quality Matrix case then applicable to the Collateral Obligations, the Collateral Obligations comply with the Asset Quality Matrix case to which the Collateral Manager desires to change; or (ii) the Collateral Obligations are not currently in compliance with the Asset Quality Matrix case then applicable to the Collateral Obligations or would not be in compliance with any other Asset Quality Matrix case, the Collateral Obligations need not comply with the Asset Quality Matrix case to which the Collateral Manager desires to change so long as the degree of compliance of such Collateral Obligations with each of the Minimum Moody’s Floating Spread Test, the Moody’s Mxxxx'x Diversity Test, and the Mxxxx'x Maximum Xxxxx’x Rating Factor Test not in compliance would be maintained or improved if the Asset Quality Matrix case to which the Collateral Manager desires to change is used; provided that if subsequent to such election the Collateral Obligations comply with any Asset Quality Matrix case, the Collateral Manager shall elect a "row/column" combination" that corresponds to an Asset Quality Matrix case in which the Collateral Obligations are in compliance. If the Collateral Manager does not notify the Trustee and the Collateral Administrator that it will alter the “"row/column combination” of the Asset Quality Matrix chosen on the Effective Date in the manner set forth above, the “row/column combination” " of the Asset Quality Matrix chosen on or prior to the Effective Date last day of the Ramp-Up Period in the manner set forth above, the "row/column combination" of the Asset Quality Matrix chosen on or prior to the last day of the Ramp-Up Period shall continue to apply. Notwithstanding the foregoing, the Collateral Manager may elect at any time after the Effective DateRamp-Up Period, in lieu of selecting a “"row/column combination” " of the Asset Quality Matrix, to interpolate between two adjacent rows and/or two adjacent columns, as applicable, on a straight-line basis and round the results to two decimal points.

Asset Quality Matrix. On or prior to the Effective Date, the Collateral Manager shall elect the “row/column combination” of the Asset Quality Matrix that shall on and after the Effective Date apply to the Collateral Obligations for purposes of determining compliance with the Moody’s Diversity Test, the Maximum Xxxxx’x Moody’s Weighted Average Rating Factor Test and the Minimum Moody’s Floating Weighted Average Spread Test, and if such “row/column combination” differs from the “row/column combination” chosen to apply as of the Closing Date, the Collateral Manager will so notify the Trustee, the Collateral Administrator and S&P in writing. Thereafter, at any time on written notice of one Business Day to the Trustee (which notice the Trustee shall promptly provide to Moody’s)and S&P, the Collateral Manager may elect a different “row/column combination” to apply to the Collateral Obligations; provided that if: (i) the Collateral Obligations are currently in compliance with the Asset Quality Matrix case then applicable to the Collateral Obligations, the Collateral Obligations comply with the Asset Quality Matrix case to which the Collateral Manager desires to change; change or (ii) the Collateral Obligations are not currently in compliance with the Asset Quality Matrix case then applicable to the Collateral Obligations or would not be in compliance with any other Asset Quality Matrix case, the Collateral Obligations need not comply with the Asset Quality Matrix case to which the Collateral Manager desires to change so long as change; provided that if subsequent to such election the degree of compliance of such Collateral Obligations comply with each of the Minimum Moody’s Floating Spread Testany Asset Quality Matrix case, the Moody’s Diversity Test, and Maximum Xxxxx’x Rating Factor Test not in compliance would be maintained or improved if the Collateral Manager shall elect a “row/column combination” that corresponds to a Asset Quality Matrix case to in which the Collateral Manager desires to change is usedObligations are in compliance. If the Collateral Manager does not notify the Trustee Trustee, the Rating Agencies and the Collateral Administrator that it will alter the “row/column combination” of the Asset Quality Matrix chosen on the Effective Date in the manner set forth above, the “row/column combination” of the Asset Quality Matrix chosen on or prior to the Effective Date shall continue to apply. Notwithstanding the foregoing, the Collateral Manager may (by notice to the Trustee, the Rating Agencies and the Collateral Administrator) elect at any time after the Effective Date, in lieu of selecting a “row/column combination” of the Asset Quality Matrix, to interpolate between two adjacent rows and/or two adjacent columns, as applicable, on a straight-line basis and round the results to two decimal points.

Asset Quality Matrix. (a) On or prior to the Effective Closing Date, the Collateral Manager shall elect the “row/column combination” of the Asset Quality Matrix that shall on and after the Effective Date apply to the Collateral Obligations for purposes of determining compliance with the Moody’s Xxxxx’x Diversity Test, the Maximum Xxxxx’x Weighted Average Rating Factor Test and the Minimum Moody’s Floating Weighted Average Spread Test. Test by providing written notice in the form of Exhibit F. Thereafter, at any time on written notice of one Business Day to the Trustee (which notice and the Trustee shall promptly provide to Moody’s)Rating Agencies, the Collateral Manager may elect a different “row/column combination” to apply to the Collateral Obligations; provided that if: (i) the Collateral Obligations are currently in compliance with the Asset Quality Matrix case then applicable to the Collateral Obligations, the Collateral Obligations comply with the Asset Quality Matrix case to which the Collateral Manager desires to change; change or (ii) the Collateral Obligations are not currently in compliance with the Asset Quality Matrix case then applicable to the Collateral Obligations or would not be in compliance with any other Asset Quality Matrix case, the Collateral Obligations need not comply with the Asset Quality Matrix case to which the Collateral Manager desires to change so long as change; provided that if subsequent to such election the degree of compliance of such Collateral Obligations comply with each of the Minimum Moody’s Floating Spread Testany Asset Quality Matrix case, the Moody’s Diversity Test, and Maximum Xxxxx’x Rating Factor Test not in compliance would be maintained or improved if the Collateral Manager shall elect a “row/column combination” that corresponds to a Asset Quality Matrix case to in which the Collateral Manager desires to change is usedObligations are in compliance. If the Collateral Manager does not notify the Trustee and the Collateral Administrator that it will alter the “row/column combination” of the Asset Quality Matrix chosen on or prior to the Effective Closing Date in the manner set forth above, the “row/column combination” of the Asset Quality Matrix chosen on or prior to the Effective Closing Date shall continue to apply. Notwithstanding the foregoing, the Collateral Manager may elect at any time after the Effective Closing Date, in lieu of selecting a “row/column combination” of the Asset Quality Matrix, to interpolate between two adjacent rows and/or two adjacent columns, as applicable, on a straight-line basis and round the results to two decimal points.

Asset Quality Matrix. On or prior to the Effective Date, the Collateral Manager shall elect the determine which “row/column combination” of the Asset Quality Matrix that shall apply on and after the Effective Date apply to the Collateral Obligations for purposes of determining compliance with the Moody’s Diversity Test, the Maximum Xxxxx’x Mxxxx’x Rating Factor Test and the Minimum Moody’s Floating Spread Test, and if such “row/column combination” differs from the “row/column combination” chosen to apply as of the Closing Date, the Collateral Manager shall so notify the Trustee and the Collateral Administrator. Thereafter, at any time on written notice of one two Business Day Days to the Trustee (which notice Trustee, the Trustee shall promptly provide to Collateral Administrator and Moody’s, (via email to cxxxxxxxxxxxx@xxxxxx.xxx), the Collateral Manager may elect a different “row/column combination” to apply to of the Collateral ObligationsAsset Quality Matrix; provided that if: that, if (i) the Collateral Obligations are currently in compliance with the Asset Quality Matrix case then applicable to Moody’s Diversity Test, the Collateral ObligationsMaximum Mxxxx’x Rating Factor Test and the Minimum Floating Spread Test, the Collateral Obligations comply with the Asset Quality Matrix case such applicable tests after giving effect to which the Collateral Manager desires to change; such proposed election or (ii) the Collateral Obligations are not currently in compliance with the Asset Quality Matrix case then applicable to Moody’s Diversity Test, the Collateral Obligations Maximum Mxxxx’x Rating Factor Test and the Minimum Floating Spread Test or would not be in compliance with such applicable tests after the application of any other Asset Quality Matrix case, the Collateral Obligations need not comply with such applicable tests after the Asset Quality Matrix case to which the Collateral Manager desires to proposed change so long as (1) the Class Default Differential of each Priority Class, if any, increases and (2) in the case of the Asset Quality Matrix, the degree of compliance of such the Collateral Obligations with each of the Minimum Moody’s Floating Spread Test, the Moody’s Diversity Test, and the Maximum Xxxxx’x Mxxxx’x Rating Factor Test and the Minimum Floating Spread Test not in compliance would be maintained or improved if the Asset Quality Matrix case to which the Collateral Manager desires to change is used; provided that if subsequent to such election of a “row/column combination” of the Asset Quality Matrix the Collateral Obligations would comply with the Moody’s Diversity Test, the Maximum Mxxxx’x Rating Factor Test and the Minimum Floating Spread Test if a different Asset Quality Matrix case were selected, the Collateral Manager shall elect a “row/column combination” that corresponds to a Asset Quality Matrix case in which the Collateral Obligations are in compliance with such tests. If the Collateral Manager does not notify the Trustee and the Collateral Administrator that it will alter the “row/column combination” of the Asset Quality Matrix chosen on the Effective Date in the manner set forth above, the “row/column combination” of the Asset Quality Matrix chosen on or prior to the Effective Date shall continue to apply. Notwithstanding the foregoing, the Collateral Manager may elect at any time after the Effective Date, in lieu of selecting a “row/column combination” of the Asset Quality Matrix, Matrix (but otherwise in compliance with the requirements of the fourth sentence of this Section 7.18(f)) to interpolate between two adjacent rows and/or two adjacent columns, as applicable, on a straight-line basis and round the results to two decimal points.. 142

Asset Quality Matrix. On or prior to the Effective Datedate on which the Ramp Amount is first achieved, the Collateral Manager shall elect the “row/column combinationcolumn” combination of the Asset Quality Matrix that shall on and after the Effective Date such date apply to the Collateral Obligations Loans for purposes of determining compliance with the Moody’s Diversity Minimum Weighted Average Spread Test, the Maximum Xxxxx’x Rating Factor Minimum Diversity Score Test and the Minimum Moody’s Floating Spread Maximum Weighted Average Rating Factor Test, and shall provide notice of such election to the Administrative Agent. Thereafter, at any time on written notice of one Business Day to the Trustee (which notice the Trustee shall promptly provide to Moody’s)Administrative Agent, the Collateral Manager may elect a different “row/column combinationcolumn” combination to apply to the Collateral ObligationsLoans; provided that if: (i) the Collateral Obligations Loans are currently in compliance with the Asset Quality Matrix case then applicable to the Collateral ObligationsLoans, the Collateral Obligations Loans comply with the Asset Quality Matrix case to which the Collateral Manager desires to change; or (ii) the Collateral Obligations Loans are not currently in compliance with the Asset Quality Matrix case then applicable to the Collateral Obligations Loans or would not be in compliance with any other Asset Quality Matrix case, the Collateral Obligations Loans need not comply with the Asset Quality Matrix case to which the Collateral Manager desires to change so long as the degree of compliance of such Collateral Obligations Loans with each of the Minimum Moody’s Floating Weighted Average Spread Test, the Moody’s Minimum Diversity Score Test, and the Maximum Xxxxx’x Weighted Average Rating Factor Test not in compliance would be maintained or improved if the Asset Quality Matrix case to which the Collateral Manager desires to change is used. If the Collateral Manager does not notify the Trustee Administrative Agent that it will alter the “row/column combination” of the Asset Quality Matrix chosen on the Effective Closing Date in the manner set forth above, the “row/column combination” of the Asset Quality Matrix chosen on or prior to the Effective Closing Date shall continue to apply. Notwithstanding the foregoing, the Collateral Manager may elect at any time after the Effective Closing Date, in lieu of selecting a “row/column combination” of the Asset Quality Matrix, to interpolate between two adjacent rows and/or two adjacent columns, as applicable, on a straight-line basis and round the results to two decimal points.

Asset Quality Matrix. On or prior to the Effective Date, the Collateral Manager shall elect the “row/column combination” of the Asset Quality Matrix that shall on and after the Effective Date apply to the Collateral Obligations for purposes of determining compliance with the Moody’s Diversity Test, the Maximum Xxxxx’x Moody’s Weighted Average Rating Factor Test and the Minimum Weighted Average Spread Test, and if such “row/column combination” differs from the “row/column combination” chosen to apply as of the Closing Date, the Collateral Manager will so notify the Trustee, the Collateral Administrator and Moody’s Floating Spread Testin writing. Thereafter, at any time on written notice of one Business Day to the Trustee (which notice the Trustee shall promptly provide to and Moody’s), the Collateral Manager may elect a different “row/column combination” to apply to the Collateral Obligations; provided that if: (i) the Collateral Obligations are currently in compliance with the Asset Quality Matrix case then applicable to the Collateral Obligations, the Collateral Obligations comply with the Asset Quality Matrix case to which the Collateral Manager desires to change; change or (ii) the Collateral Obligations are not currently in compliance with the Asset Quality Matrix case then applicable to the Collateral Obligations or would not be in compliance with any other Asset Quality Matrix case, the Collateral Obligations need not comply with the Asset Quality Matrix case to which the Collateral Manager desires to change change, so long as the degree level of compliance with such Asset Quality Matrix case maintains or improves the level of such Collateral Obligations compliance with each of the Minimum Moody’s Floating Spread Test, the Moody’s Diversity Test, and Maximum Xxxxx’x Rating Factor Test not in compliance would be maintained or improved if the Asset Quality Matrix case in effect immediately prior to such change; provided that if subsequent to such election the Collateral Obligations comply with any Asset Quality Matrix case, the Collateral Manager shall elect a “row/column combination” that corresponds to a Asset Quality Matrix case in which the Collateral Manager desires to change is usedObligations are in compliance. If the Collateral Manager does not notify the Trustee Trustee, Moody’s and the Collateral Administrator that it will alter the “row/column combination” of the Asset Quality Matrix chosen on the Effective Date in the manner set forth above, the “row/column combination” of the Asset Quality Matrix chosen on or prior to the Effective Date shall continue to apply. Notwithstanding the foregoing, the Collateral Manager may (by notice to the Trustee, Moody’s and the Collateral Administrator) elect at any time after the Effective Date, in lieu of selecting a “row/column combination” of the Asset Quality Matrix, to interpolate between two adjacent rows and/or two adjacent columns, as applicable, on a straight-line basis and round the results to two decimal points.