Common use of Reinvestment Criteria and Trading Restrictions Clause in Contracts

Reinvestment Criteria and Trading Restrictions. (a) Except as provided in Section 12.3(c), during the Reinvestment Period, Unscheduled Principal Payments, Sale Proceeds and other Principal Proceeds will be reinvested in Substitute Collateral Debt Securities (which shall be, and hereby are, Granted to the Trustee pursuant to the Granting Clause of this Agreement) only if after giving effect to such reinvestment, the following criteria (the “Reinvestment Criteria”) are satisfied, as evidenced by an Officer’s Certificate of the Issuer or the Collateral Manager delivered to the Trustee, as of the date of the commitment to purchase such Substitute Collateral Debt Securities: (i) the Collateral Quality Tests are satisfied, or, if any Collateral Quality Test was not satisfied immediately prior to such reinvestment, the extent of compliance with such Collateral Quality Test will be maintained or improved following such reinvestment, except as otherwise specified in the Reinvestment Criteria below; (ii) the Coverage Tests are satisfied (or, if not satisfied, are maintained or improved); (iii) if immediately prior to such investment the S&P CDO Monitor Test or the S&P Recovery Test was not satisfied, such test result is maintained or improved after giving effect to such reinvestment; provided, however, that notwithstanding the foregoing, Sale Proceeds of Collateral Debt Securities may be reinvested as long as the Collateral Manager provides written notice of each such sale and reinvestment to S&P within three (3) Business Days after such reinvestment; and (iv) no Event of Default has occurred and is continuing. (b) Notwithstanding the foregoing provisions, (i) Cash on deposit in the Collection Accounts may be invested in Eligible Investments, pending investment in Substitute Collateral Debt Securities and (ii) if an Event of Default shall have occurred and be continuing, no Substitute Collateral Debt Security may be acquired unless it was the subject of a commitment entered into by the Issuer prior to the occurrence of such Event of Default.

Reinvestment Criteria and Trading Restrictions. (a) Except as provided in Section 12.3(c), during the Reinvestment Period, Unscheduled Principal Payments, Sale Proceeds and other Principal Proceeds (including excess amounts on deposit in the Delayed Funding Obligations Account and certain Class AR Draws) will be reinvested in Substitute Collateral Debt Securities Interests (which shall be, and hereby are, Granted to the Trustee pursuant to the Granting Clause of this AgreementIndenture) only if after giving effect to such reinvestment, the following criteria (the “Reinvestment Criteria”) are satisfied, as evidenced satisfied (and any such Grant shall be a deemed certification by an Officer’s Certificate of the Issuer or the Collateral Manager delivered that after giving effect to the Trusteereinvestment of such Substitute Collateral Interests, the Reinvestment Criteria are satisfied), as of the date of the commitment to purchase or enter into, as the case may be, such Substitute Collateral Debt SecuritiesInterests: (i) such security satisfies the Eligibility Criteria; (ii) the Collateral Quality Tests are satisfied, or, if any Collateral Quality Test was not satisfied immediately prior to such reinvestment, the extent of compliance with such Collateral Quality Test will be maintained or improved following such reinvestment, except as otherwise specified in the Reinvestment Criteria below; (iiiii) the Coverage Tests are satisfied (or, if not satisfied, are maintained or improvedimproved following such investment); (iii) if immediately prior to such investment the S&P CDO Monitor Test or the S&P Recovery Test was not satisfied, such test result is maintained or improved after giving effect to such reinvestment; provided, however, that notwithstanding the foregoing, Sale Proceeds of Collateral Debt Securities may be reinvested as long as the Collateral Manager provides written notice of each such sale and reinvestment to S&P within three (3) Business Days after such reinvestment; and (iv) no Event of Default has occurred and is continuing. (b) Within ten Business Days of purchasing each Substitute Collateral Interest, the Collateral Manager shall deliver to each Rating Agency a comprehensive set of asset and underwriting materials in form and substance acceptable to the Rating Agencies (the “Reinvestment Asset Information”) describing such Substitute Collateral Interest. After receiving the Reinvestment Asset Information, a Rating Agency may provide an estimated rating to the Collateral Manager necessary to confirm whether a Xxxxx’x Post-Acquisition Compliance Test failure, an S&P Post-Acquisition Compliance Test failure or a Fitch Post-Acquisition Compliance Test failure has occurred. (c) Within 60 days of finding a Xxxxx’x Post-Acquisition Compliance Test failure (a “Xxxxx’x Post-Acquisition Failure”), the Collateral Manager shall use commercially reasonable efforts to come into compliance with the Xxxxx’x Post-Acquisition Compliance Test to the extent that the Collateral Manager believes it is in the best interest of the Noteholders by (i) directing and assisting the Trustee to sell the Substitute Collateral Interest that caused the Xxxxx’x Post-Acquisition Failure, at a price at least equal to the price paid by the Issuer for the Substitute Collateral Interest, plus any fees and expenses attributable to such sale, (ii) instructing and assisting the Trustee to sell any other Collateral Interests (provided that the sale price must be at a price at least equal to the price paid by the Issuer for the Collateral Interest, plus any fees and expenses attributable to such sale) and/or (iii) instructing and assisting the Trustee to purchase additional Substitute Collateral Interests (subject to the Reinvestment Criteria) that ultimately would result in satisfaction of the Xxxxx’x Post-Acquisition Compliance Test. Following a Xxxxx’x Post-Acquisition Failure, until such time as the Xxxxx’x Post-Acquisition Compliance Test is satisfied, the Collateral Manager may purchase a Substitute Collateral Interest only if it has a Xxxxx’x Rating; provided, however, if the Xxxxx’x Post- Acquisition Compliance Test is not satisfied within 60 days of a finding of a Xxxxx’x Post-Acquisition Failure, each Collateral Interest acquired must have a Xxxxx’x Rating until such time as the Rating Agency Condition with respect to Xxxxx’x has been satisfied. Notwithstanding the foregoing, if the Xxxxx’x Post-Acquisition Compliance Test is not satisfied within 120 days of a finding of a Xxxxx’x Post-Acquisition Failure, each Collateral Interest thereafter acquired must have a Xxxxx’x Rating regardless of whether the Xxxxx’x Post-Acquisition Compliance Test is satisfied. In no circumstances following the failure to meet a Xxxxx’x Post-Acquisition Compliance Test within 120 days of a finding of a Xxxxx’x Post-Acquisition Failure may a Collateral Interest be acquired without a Xxxxx’x Rating. (d) Within 60 days of finding an S&P Post-Acquisition Compliance Test failure (an “S&P Post-Acquisition Failure”), the Collateral Manager shall use commercially reasonable efforts to (i) direct and assist the Trustee in selling the Substitute Collateral Interest that caused the S&P Post-Acquisition Failure, (ii) instruct and assist the Trustee to sell any other Collateral Interests and/or (iii) instruct and assist the Trustee to purchase additional Substitute Collateral Interests (subject to the Reinvestment Criteria) that ultimately would result in satisfaction of the S&P Post-Acquisition Compliance Test. Until such time as the S&P Post-Acquisition Compliance Test is satisfied, the Collateral Manager may purchase a Substitute Collateral Interest only if it has an S&P Rating. (e) Within 60 days of finding an Fitch Post-Acquisition Compliance Test failure (a “Fitch Post-Acquisition Failure”), the Collateral Manager shall use commercially reasonable efforts to (i) direct and assist the Trustee in selling the Substitute Collateral Interest that caused the Fitch Post-Acquisition Failure, (ii) instruct and assist the Trustee to sell any other Collateral Interests and/or (iii) instruct and assist the Trustee to purchase additional Substitute Collateral Interests (subject to the Reinvestment Criteria) that ultimately would result in satisfaction of the Fitch Post-Acquisition Compliance Test. (f) Subject to certain limitations set forth herein, no more than 20% of the Aggregate Collateral Balance as of the Closing Date can be purchased by the Issuer pending satisfaction of any of the Xxxxx’x Post-Acquisition Compliance Test, the S&P Post-Acquisition Compliance Test and the Fitch Post-Acquisition Compliance Test; provided that (i) in the case of Collateral Interests that are collateralized or backed by interests in a Property Type other than a Non-Core Property Type related to a single obligor, no more than 10% of the Aggregate Collateral Balance as of the Closing Date can be purchased by the Issuer pending satisfaction of the Xxxxx’x Post-Acquisition Compliance Test, the S&P Post-Acquisition Compliance Test and the Fitch Post-Acquisition Compliance Test, and (ii) in the case of Collateral Interests that are collateralized or backed by interests on a Non-Core Property Type related to a single obligor, no more than 5% of the Aggregate Collateral Balance as of the Closing Date can be purchased by the Issuer pending satisfaction of the Xxxxx’x Post-Acquisition Compliance Test, the S&P Post-Acquisition Compliance Test and the Fitch Post-Acquisition Compliance Test. No Collateral Interest (A) which is collateralized or backed by interests on Land, (B) which is collateralized or backed by interests on any Construction Property or (C) with respect to obligors incorporated or organized under the laws of a jurisdiction outside of the United States, may be purchased unless such Collateral Interest has a Xxxxx’x Rating and an S&P Rating and has been reviewed by Fitch. (g) After receiving the Reinvestment Asset Information, S&P and Xxxxx’x shall each provide an estimated rating to the Collateral Manager necessary to confirm whether a Xxxxx’x Post-Acquisition Compliance Test failure or an S&P Post-Acquisition Compliance Test failure has occurred. (h) Notwithstanding the foregoing provisions, (i) Cash on deposit in the Collection Accounts may be invested in Eligible Investments, pending investment in Substitute Collateral Debt Securities Interests and (ii) if an Event of Default shall have occurred and be continuing, no Substitute Collateral Debt Security Interest may be acquired unless it was the subject of a commitment entered into by the Issuer prior to the occurrence of such Event of Default.

Reinvestment Criteria and Trading Restrictions. (a) Except as provided in Section 12.3(c), during the Reinvestment Period, Unscheduled Principal Payments, Sale Proceeds and other Principal Proceeds (including excess amounts on deposit in the Delayed Funding Obligations Account and certain Class A-1AR Draws) will be reinvested in Substitute Collateral Debt Securities (which shall be, and hereby are, Granted to the Trustee pursuant to the Granting Clause of this AgreementIndenture) only if the Collateral Manager has not been removed, or voted to be removed, as a Collateral Manager under the Collateral Management Agreement or a substitute collateral manager has been appointed and, after giving effect to such reinvestment, the following criteria (which criteria shall also apply with respect to investments in Collateral Debt Securities during the “Ramp-Up Period) (the "Reinvestment Criteria”") are satisfied, as evidenced by an Officer’s 's Certificate of the Issuer or the Collateral Manager delivered to the Trustee, as of the date of the commitment to purchase such Substitute Collateral Debt Securities: (i) such security satisfies the Eligibility Criteria; (ii) the Collateral Quality Tests are satisfied, or, if any Collateral Quality Test was not satisfied immediately prior to such reinvestment, the extent of compliance with such Collateral Quality Test will be maintained or improved following such reinvestment, except as otherwise specified in the Reinvestment Criteria below; (iiiii) the Coverage Tests are satisfied (or, if not satisfied, are maintained or improved); provided that, if the Class A/B Overcollateralization Test is not satisfied, the Issuer will not effect such reinvestment if sufficient proceeds would not remain on deposit in the Collection Accounts following such reinvestment to cause the Class A/B Overcollateralization Test to be satisfied following disbursements on the following Payment Date in accordance with the Priority of Payments; (iiiiv) if immediately prior to such investment reinvestment the S&P CDO Monitor Test or the S&P Recovery Test was not satisfied, such test result is maintained or improved after giving effect to such reinvestment; provided, however, that notwithstanding the foregoing, Sale Proceeds of Collateral Debt Credit Risk Securities may be reinvested as long as the Collateral Manager provides written notice of each such sale and reinvestment to S&P within three (3) Business Days after such reinvestment; and (ivv) no Event of Default has occurred and is continuing. (b) Subject to the conditions set forth in Sections 12.2(c) and 12.2(d), during the Ramp-Up Period and the Reinvestment Period the Issuer may acquire Loans based on an Estimated Rating; provided, however, that after the Effective Date the Issuer may not acquire a Collateral Debt Security based on an Estimated Rating if (a) such acquisition would cause the aggregate Principal Balance of all Collateral Debt Securities owned by the Issuer which do not yet have an S&P Assigned Rating to exceed 20% of the Aggregate Collateral Balance as of the Closing Date, (b) such acquisition would cause the Aggregate Principal Balance of all Collateral Debt Securities owned by the Issuer which do not yet have a Moody's Assigned Rating to exceed 20% of the Aggregate Collateral Balance as of the Closing Date, (c) solely with respect to Collateral Debt Securities that are collateralized or backed by interests on a Property Type other than a Non-Core Property Type related to a single obligor, such acquisition would cause the Aggregate Principal Balance of all such Collateral Debt Securities owned by the Issuer which do not yet have a Moody's Assigned Rating to exceed 5% of the Aggregate Collateral Balance as of the Closing Date, or (d) solely with respect to Collateral Debt Securities that are collateralized or backed by interests on a Non-Core Property Type related to a single obligor, such acquisition would cause the Aggregate Principal Balance of all such Collateral Debt Securities owned by the Issuer which do not yet have a Moody's Assigned Rating to exceed 3.5% of the Aggregate Collateral Balance as of the Closing Date. In addition, no Future Advance Loan with respect to which the related Unfunded Other Loan is a Construction Loan may be purchased by the Issuer based on a Moody's Estimated Rating. (c) Within ten Business Days after acquiring a Collateral Debt Security based on a Moody's Estimated Rating, the Collateral Manager shall deliver to Moody's a comprehensive set of asset and underwriting materials describing such Collateral Debt Security, in form and substance acceptable to Moody's. With respect to each Substitute Collateral Debt Security acquired based on a Moody's Estimated Rating after the Effective Date, the Collateral Manager shall determine compliance with the Moody's Post-Acquisition Compliance Test when it receives notice from Moody's of the Moody's Assigned Rating for such Substitute Collateral Debt Security. Within 45 days after finding that the acquisition of a Substitute Collateral Debt Security after the Effective Date resulted in a failure to satisfy the Moody's Post-Acquisition Compliance Test (a "Moody's Post-Acquisition Failure"), the Collateral Manager shall use commercially reasonable efforts to remedy such Moody's Post-Acquisition Failure by either: (a) causing the Issuer and instructing the Trustee to sell to the Collateral Manager or its Affiliates or to a third party the Substitute Collateral Debt Security that caused the Moody's Post-Acquisition Failure, for a cash price that is greater than or equal to the sum of (i) the then outstanding Principal Balance of such Substitute Collateral Debt Security, discounted based on the percentage amount of any discount that was applied when such Substitute Collateral Debt Security was purchased by the Issuer (or, if such asset was purchased by the Issuer at a premium, then the outstanding Principal Balance shall be subject to a percentage premium not less than that at which the Issuer purchased such asset), plus (ii) any accrued but unpaid interest on such Substitute Collateral Debt Security plus (iii) any fees and expenses of the Issuer attributable to such sale, or (b) causing the Issuer and instructing the Trustee to sell other Collateral Debt Securities (in the case of each such Collateral Debt Security, for a cash price that is greater than or equal to the sum of (i) the then outstanding Principal Balance of such Collateral Debt Security, discounted based on the percentage amount of any discount that was applied when such Collateral Debt Security was purchased by the Issuer (or, if such asset was purchased by the Issuer at a premium, then the outstanding Principal Balance shall be subject to a percentage premium not less than that at which the Issuer purchased such asset), plus (ii) any accrued but unpaid interest on such Collateral Debt Security) and/or purchase other Collateral Debt Securities (subject to the Reinvestment Criteria) so that either (x) the Moody's Maximum Tranched Rating Factor Test is satisfied, or (y) if the Moody's Maximum Tranched Rating Factor Test was not satisfied immediately prior to the purchase of the Substitute Collateral Debt Security that resulted in the Moody's Post-Acquisition Failure, the level of compliance with the Moody's Maximum Tranched Rating Factor Test is restored to the level that would exist if that Substitute Collateral Debt Security had not been purchased. Following a Moody's Post-Acquisition Failure, until such time as the Moody's Post-Acquisition Failure has been remedied as provided above, the Issuer may only purchase Substitute Collateral Debt Securities that have a Moody's Assigned Rating; provided, however, that if the Moody's Post-Acquisition Failure has not been remedied within 45 days after a finding of such Moody's Post-Acquisition Failure, then each Substitute Collateral Debt Security thereafter acquired by the Issuer must have a Moody's Assigned Rating until such time as the Rating Agency Condition with respect to Moody's has been satisfied and, so long as MBIA is deemed to be the Controlling Class hereunder, MBIA has consented; provided, further, that if the Moody's Post-Acquisition Failure has not been remedied within 120 days after a finding of such Moody's Post-Acquisition Failure, then the Issuer may no longer acquire Substitute Collateral Debt Securities based on a Moody's Estimated Rating, even if such Moody's Post-Acquisition Failure is later remedied. (d) Within ten Business Days after acquiring a Collateral Debt Security based on an S&P Estimated Rating, the Collateral Manager shall deliver to S&P a comprehensive set of asset and underwriting materials describing such Collateral Debt Security, in form and substance acceptable to S&P. With respect to each Substitute Collateral Debt Security acquired based on an S&P Estimated Rating after the Effective Date, the Collateral Manager shall determine compliance with the S&P Post-Acquisition Compliance Test when it receives notice from S&P of the S&P Assigned Rating for such Substitute Collateral Debt Security. Within 45 days after finding that the acquisition of a Substitute Collateral Debt Security after the Effective Date resulted in a failure to satisfy the S&P's Post-Acquisition Compliance Test (an "S&P Post-Acquisition Failure"), the Collateral Manager may remedy such S&P Post-Acquisition Failure by either: (a) causing the Issuer and instructing the Trustee to sell to the Collateral Manager or its Affiliates or to a third party the Substitute Collateral Debt Security that caused the S&P Post-Acquisition Failure, for a cash price that is greater than or equal to the sum of (i) the then outstanding Principal Balance of such Substitute Collateral Debt Security, discounted based on the percentage amount of any discount that was applied when such Substitute Collateral Debt Security was purchased by the Issuer (or, if such asset was purchased by the Issuer at a premium, then the outstanding Principal Balance shall be subject to a percentage premium not less than that at which the Issuer purchased such asset), plus (ii) any accrued but unpaid interest on such Substitute Collateral Debt Security, plus (iii) any fees and expenses of the Issuer attributable to such sale, or (b) causing the Issuer and instructing the Trustee to sell other Collateral Debt Securities and/or purchase other Substitute Collateral Debt Securities (subject to the Reinvestment Criteria) so that either (x) the S&P CDO Monitor Test is satisfied, or (y) if the S&P CDO Monitor Test was not satisfied immediately prior to the purchase of the Substitute Collateral Debt Security that resulted in the S&P Post-Acquisition Failure, the level of compliance with the S&P CDO Monitor Test is restored to the level that would exist if that Substitute Collateral Debt Security had not been purchased. Following an S&P Post-Acquisition Failure, until such time as the S&P Post-Acquisition Failure has been remedied as provided above, the Issuer may only purchase Substitute Collateral Debt Securities that have an S&P Assigned Rating. (e) No Advisory Committee consent will be required in connection with a sale or transfer of a Substitute Collateral Debt Security in connection with any action taken by the Collateral Manager to remedy a Moody's Post-Acquisition Failure or an S&P Post-Acquisition Failure, even if the Collateral Manager or its Affiliate is the purchaser or assignee of such asset, so long as the purchase price for such Collateral Debt Security is payable in cash and is greater than or equal to the sum of (i) the then outstanding Principal Balance of such Collateral Debt Security, discounted based on the percentage amount of any discount that was applied when such Collateral Debt Security was purchased by the Issuer (or, if such asset was purchased by the Issuer at a premium, then the outstanding Principal Balance shall be subject to a percentage premium not less than that at which the Issuer purchased such asset), plus (ii) any accrued but unpaid interest on such Collateral Debt Security plus (iii) any fees and expenses of the Issuer attributable to such sale. (f) Within ten Business Days after the applicable Rating Agency notifies the Collateral Manager of the Assigned Rating determined for a Collateral Debt Security acquired by the Issuer based on an Estimated Rating, if such Assigned Rating is lower than such Estimated Rating (but, for the avoidance of doubt, such Assigned Rating is not low enough to cause a Moody's Post-Acquisition Failure or an S&P Post-Acquisition Failure, as applicable), the Collateral Manager shall have the option, but not the obligation, to cause the Issuer and direct the Trustee (x) to sell such Collateral Debt Security to the Collateral Manager or any of its Affiliates or any third party for a cash price that is greater than or equal to the sum of (i) the then outstanding Principal Balance of such Collateral Debt Security, discounted based on the percentage amount of any discount that was applied when such Collateral Debt Security was purchased by the Issuer (or, if such asset was purchased by the Issuer at a premium, then the outstanding Principal Balance shall be subject to a percentage premium not less than that at which the Issuer purchased such asset), plus (ii) any accrued but unpaid interest on such Collateral Debt Security plus (iii) any fees and expenses of the Issuer attributable to such sale. No Advisory Committee consent will be required in connection with a trade executed in connection with the exercise of this option even if the Collateral Manager or its Affiliate is the purchaser or assignee. (g) Notwithstanding the foregoing provisions, (i) Cash on deposit in the Collection Accounts may be invested in Eligible Investments, pending investment in Substitute Collateral Debt Securities and (ii) if an Event of Default shall have occurred and be continuing, no Substitute Collateral Debt Security may be acquired unless it was the subject of a commitment entered into by the Issuer prior to the occurrence of such Event of Default.

Reinvestment Criteria and Trading Restrictions. (a) Except as provided in Section 12.3(c), during the Reinvestment Period, Unscheduled Principal Payments, Sale Proceeds and other Principal Proceeds will be reinvested in Substitute Collateral Debt Securities (which shall be, and hereby are, Granted to the Trustee pursuant to the Granting Clause of this Agreement) only if the Collateral Manager has not been removed, or voted to be removed as a result of the occurrence of an act by the Collateral Manager or its affiliates that constitutes fraud or criminal activity in the performance of its obligations under the Collateral Management Agreement and, after giving effect to such reinvestment, the following criteria (the “Reinvestment Criteria”) are satisfied, as evidenced by an Officer’s Certificate of the Issuer or the Collateral Manager delivered to the Trustee, as of (i) the date of the irrevocable binding commitment to purchase such Substitute Collateral Debt Securities in the case of the purchase of any CMBS Securities, REIT Debt Securities and CRE CDO Securities and (ii) the date of purchase of such Substitute Collateral Debt Securities in the case of the purchase of any other Specified Type of Collateral Debt Securities: (i) the Collateral Quality Tests are satisfied, or, if any Collateral Quality Test was not satisfied immediately prior to such reinvestment, the extent of compliance with such Collateral Quality Test will be maintained or improved following such reinvestment, except as otherwise specified in the Reinvestment Criteria below; (ii) the Coverage Tests are satisfied (satisfied, or, except with respect to Sale Proceeds in respect of Defaulted Securities, if not satisfied, are maintained or improved); provided that if any Par Value Test is not satisfied, the Issuer shall not effect such reinvestment to the extent sufficient proceeds would not remain on deposit in the Collection Accounts following such reinvestment to cause each of the relevant Par Value Test(s) to be satisfied following disbursements on the following Payment Date in accordance with the Priority of Payments; (iii) if immediately prior to such investment the S&P CDO Monitor Test or the S&P Recovery Test was not satisfied, such test result is maintained or improved after giving effect to such reinvestment; provided, however, that notwithstanding the foregoing, Sale Proceeds of Collateral Debt Securities may be reinvested as long as the Collateral Manager provides written notice of each such sale and reinvestment to S&P within three (3) Business Days after such reinvestment; and (iv) no Event of Default has occurred and is continuing. (b) Within ten (10) Business Days of purchasing each Substitute Collateral Debt Security, the Collateral Manager shall deliver to each Rating Agency a comprehensive set of asset and underwriting materials in form and substance acceptable to the Rating Agencies (the “Reinvestment Asset Information”) describing such Substitute Collateral Debt Security. After receiving the Reinvestment Asset Information, a Rating Agency may, in the case of S&P and Moody’s, provide an estimated rating to the Collateral Manager necessary to confirm whether a Moody’s Post-Acquisition Compliance Test or an S&P Post-Acquisition Compliance Test failure has occurred. (c) Within 60 days of finding a Moody’s Post-Acquisition Compliance Test failure (a “Moody’s Post-Acquisition Failure”), the Collateral Manager shall use commercially reasonable efforts to come into compliance with the Moody’s Post-Acquisition Compliance Test to the extent that the Collateral Manager believes it is in the best interest of the Noteholders by (i) directing and assisting the Trustee to sell the Substitute Collateral Debt Security that caused the Moody’s Post-Acquisition Failure, at a price at least equal to the price paid by the Issuer for the Substitute Collateral Debt Security, plus any fees and expenses attributable to such sale, (ii) instructing and assisting the Trustee to sell any other Collateral Debt Securities (provided that the sale price must be at a price at least equal to the price paid by the Issuer for the Collateral Debt Security, plus any fees and expenses attributable to such sale) and/or (iii) instructing and assisting the Trustee to purchase additional Substitute Collateral Debt Securities (subject to the Reinvestment Criteria) that ultimately would result in satisfaction of the Moody’s Post-Acquisition Compliance Test. Following a Moody’s Post-Acquisition Failure, until such time as the Moody’s Post-Acquisition Compliance Test is satisfied, the Collateral Manager may purchase a Substitute Collateral Debt Security only if it has a Xxxxx’x Rating; provided, however, if the Moody’s Post- Acquisition Compliance Test is not satisfied within sixty (60) days of a finding of a Moody’s Post-Acquisition Failure, each Collateral Debt Security acquired must have a Xxxxx’x Rating until such time as the Rating Agency Condition with respect to Moody’s has been satisfied. Notwithstanding the foregoing, if the Moody’s Post-Acquisition Compliance Test is not satisfied within 120 days of a finding of a Moody’s Post-Acquisition Failure, each Collateral Debt Security thereafter acquired must have a Xxxxx’x Rating regardless of whether the Moody’s Post-Acquisition Compliance Test is satisfied. In no circumstances following the failure to meet a Moody’s Post-Acquisition Compliance Test within 120 days of a finding of a Moody’s Post-Acquisition Failure may a Collateral Debt Security be acquired without a Xxxxx’x Rating. (d) Within 60 days of finding an S&P Post-Acquisition Compliance Test failure (an “S&P Post-Acquisition Failure”), the Collateral Manager may (i) direct and assist the Trustee in selling the Substitute Collateral Debt Security that caused the S&P Post-Acquisition Failure, (ii) instruct and assist the Trustee to sell any other Collateral Debt Securities and/or (iii) instruct and assist the Trustee to purchase additional Substitute Collateral Debt Securities (subject to the Reinvestment Criteria) that ultimately would result in satisfaction of the S&P Post-Acquisition Compliance Test. Until such time as the S&P Post-Acquisition Compliance Test is satisfied, the Collateral Manager may purchase a Substitute Collateral Debt Security only if it has an S&P Rating. No more than 20% of the Aggregate Collateral Balance as of the Closing Date can be purchased by the Issuer pending satisfaction of any of the Moody’s Post-Acquisition Compliance Test and the S&P Post-Acquisition Compliance Test; provided that, solely with respect to Non-Core Property Types, no more than 5% of the Aggregate Collateral Balance as of the Closing Date can be purchased by the Issuer pending satisfaction of the Moody’s Post-Acquisition Test. (e) Notwithstanding the foregoing provisions, (i) Cash on deposit in the Collection Accounts may be invested in Eligible Investments, pending investment in Substitute Collateral Debt Securities and (ii) if an Event of Default shall have occurred and be continuing, no Substitute Collateral Debt Security may be acquired unless it was the subject of a commitment entered into by the Issuer prior to the occurrence of such Event of Default.

Reinvestment Criteria and Trading Restrictions. (a) Except as provided in Section 12.3(c), during the Reinvestment Period, Unscheduled Principal Payments, Sale Proceeds and other Principal Proceeds will be reinvested in Substitute Collateral Debt Securities (which shall be, and hereby are, Granted to the Trustee pursuant to the Granting Clause of this Agreement) only if after giving effect to such reinvestment, the following criteria (which criteria shall also apply with respect to investments in Collateral Debt Securities during the “Ramp-Up Period) (the "Reinvestment Criteria”") are satisfied, as evidenced by an Officer’s 's Certificate of the Issuer or the Collateral Manager delivered to the Trustee, as of the date of the commitment to purchase such Substitute Collateral Debt Securities: (i) the Collateral Quality Tests are satisfied, or, if any Collateral Quality Test was not satisfied immediately prior to such reinvestment, the extent of compliance with such Collateral Quality Test will be maintained or improved following such reinvestment, except as otherwise specified in the Reinvestment Criteria below; (ii) the Coverage Tests are satisfied (or, if not satisfied, are maintained or improved); (iii) if immediately prior to such investment the S&P CDO Monitor Test or the S&P Recovery Test was not satisfied, such test result is maintained or improved after giving effect to such reinvestment; provided, however, that that, notwithstanding the foregoing, Sale Proceeds of Collateral Debt Securities may be reinvested as long as the Collateral Manager provides written notice of each such sale and reinvestment to S&P within three (3) Business Days after such reinvestment; and (iv) no Event of Default has occurred and is continuing. (b) Notwithstanding the foregoing provisions, (i) Cash on deposit in the Collection Accounts may be invested in Eligible Investments, pending investment in Substitute Collateral Debt Securities and (ii) if an Event of Default shall have occurred and be continuing, no Substitute Collateral Debt Security may be acquired unless it was the subject of a commitment entered into by the Issuer prior to the occurrence of such Event of Default.