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, state, local or non-U.S. law or regulation which is substantially similar to the provisions of Section 406 of ERISA or Section 4975 of the Code. "Standard & Poor's" or "S&P": Standard & Poor's. a division of The McGraw-Hill Companies. Inc.. or any successor thereto. "Standard & Poor's Rating" or "S&P Rating":
ating assigned by Moody's if such security is rated "Bar or lower by Moody's; provided that Collateral Obligations constituting no more than 10% of the Collateral Principal Amount may be given a S&P Rating based on a rating given by Moody's as provided in this subelause (A) (after giving effect to the addition of the relevant
r such investment and throughout the term of the investment, have a credit rating of not less than "Aaa" by 19 EFTA00596151 Moody's and "AAA" by Standard & Poor's and in each case are not on watch for downgrade, or "P-1" by Moody's and "A-1+" by Standard & Poor's in the case of commercial paper and short-term
"Caal" or lower. "Caa Excess": The Excess, if any, by which (i) the Aggregate Principal Balance of Caa Collateral Obligations exceeds (ii) 7.5% of the Collateral Principal Amount; provided that in determining which of the Caa Collateral Obligations shall be included in the Caa Excess, the Caa Collateral Obligations with the
rvice to each Rating Agency addressed to it at Moody's Investors Service, Inc., 99 Church Street, N Attention: CBO/CLO Monitoring or by email to Standard & Poor's, 55 Water Street, 4151 Floor, New York, New York 10041-0003 or by facsimile in legible form to facsimile no. (212 438-2665 Attention: Asset Backed-C
(A) The Aggregate Principal Balance of all such Collateral Obligations sold pursuant to this provision in any calendar year may not exceed 25% of the Collateral Principal Amount as of the beginning of such year; (B) As of the date of such sale, the Collateral Manager reasonably believes that it will be able, within 30 day
Entities connected to both Standard & Poor's and the Collateral Principal Amount

Moody's
ORGANIZATIONMoody's Rating
ORGANIZATION
Fitch
ORGANIZATIONRating Agency
ORGANIZATION
Glenn Dubin
PERSON
Eric Holder
PERSONMoody's Investors Service, Inc.
ORGANIZATION
Moody
PERSON
Michael Reiter
PERSON
Federal Reserve
ORGANIZATIONthe Rating Agencies
ORGANIZATION
Luxembourg
LOCATIONWalkers SPV Limited
ORGANIZATIONRegistrar
ORGANIZATIONCitigroup Global Markets Inc.
ORGANIZATIONInterest Proceeds
ORGANIZATIONthe Portfolio Profile Test
ORGANIZATIONMoody's Group
ORGANIZATIONObligor
ORGANIZATIONCDO Trust Services
ORGANIZATION