Octagon Investment Partners IX, Ltd. JPMorgan - Irish Stock Exchange

(2) both short-term and long-term debt ratings by Moody's; and either:
(A) the long-term debt rating by Moody's is below "A1" or such rating is "A1" and has been
placed on credit watch for possible downgrade by Moody's; or
(B) the short-term debt rating by Moody's is below "P-1" or such rating is "P-1" and has been
placed on credit watch for possible downgrade by Moody's; or
(3) the short-term debt rating by Standard & Poor's is below "A-1+" or its long-term debt rating is less
than "A+" (but such Hedge Counterparty has a short term debt rating by Standard & Poor's of at least "A-3"
and, if applicable, a long term debt rating by Standard & Poor's of at least "BBB-");
and the debt ratings of such Hedge Counterparty's guarantor, if applicable, fail to equal or exceed the above criteria,
then such Hedge Counterparty will be required, at its sole expense, to, within 30 days, either:
(1) post collateral to the Issuer to secure the Hedge Counterparty's obligations under the Hedge
Agreement, in the amount calculated pursuant to such Hedge Agreement (or, if the calculation
methodology is not set forth in such Hedge Agreement, in an amount sufficient to enable the Rating
Agencies to issue Rating Confirmations);
(2) obtain a guarantor whose short-term and long-term debt ratings equal or exceed the above criteria
(with such guarantor's guarantee to comply with Standard & Poor's published criteria with respect to
guarantees);
(3) replace itself at its own cost under the related or substantially equivalent Hedge Agreement with a
substitute Hedge Counterparty whose short-term and long-term debt ratings (or those of the substitute
Hedge Counterparty's guarantor (with such guarantor's guarantee to comply with Standard & Poor's
published criteria with respect to guarantees) equal or exceed the above criteria); or
(4) take such other actions as is necessary to obtain Rating Confirmations;
(b) Subject to the rating conditions set forth in subclause (c) below, if the Hedge Counterparty has:
(1) only a long term debt rating by Moody's and such rating is "A2" or below or has been suspended
or withdrawn;
(2) both a short-term and long-term debt rating by Moody's; and either:
(A)
(B)
the long-term debt rating by Moody's is "A3" or below or is suspended or withdrawn; or
the short-term debt rating by Moody's is "P-2" or below;
and the debt ratings of such Hedge Counterparty's guarantor fail to equal or exceed the above criteria, then such
Hedge Counterparty shall be required, at its sole expense, to, within 30 days, either:
(1) post collateral to the Issuer to secure the Hedge Counterparty's obligations under the Hedge
Agreement, in an amount equal to the greatest of: (A) the next payment due under the Hedge Agreement,
(B) 1% of the notional amount of the Hedge Agreement, and (C) the mark-to-market value of the Hedge
Agreement (or such greater amount required under Standard & Poor's then-current collateral posting
requirements); and to continue to make commercially reasonable efforts or, after 30 days, best efforts, to
find either a guarantor pursuant to clause (2)(x) below or a replacement Hedge Counterparty pursuant to
clause (2)(y) below, provided that the obligation to post collateral shall continue until the completion of the
requirements referenced in either of clauses (2)(x) or (2)(y) below; or
(2) (x) obtain a guarantor whose short-term and long-term debt ratings equal or exceed the above
criteria and the appointment of which will enable Standard & Poor's Rating to issue a Rating
Confirmation (with such guarantor's guarantee to comply with Standard & Poor's published
criteria with respect to guarantees);
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