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

and if such Collateral Debt Obligation is a subordinated obligation of the issuer; and (4) otherwise shall be "Ca"
if such Collateral Debt Obligation is a subordinated obligation of the issuer; (C) if the rating is on a
subordinated obligation of the issuer and if such Collateral Debt Obligation is a senior secured obligation of the
issuer, then the Moody's Rating of such Collateral Debt Obligation (1) shall be one subcategory above such
rating if such rating is "Baa3" or higher; (2) shall be two subcategories above such rating if such rating is "B2"
or higher but less than "Baa3"; (3) shall be one subcategory above such rating if such rating is "B3"; and
(4) otherwise shall equal such rating; (D) if there is a rating on a subordinated obligation of the issuer and if
such Collateral Debt Obligation is a senior unsecured obligation of the issuer, then the Moody's Rating of such
Collateral Debt Obligation (1) shall be one subcategory above such rating if such rating is "B3" or higher and
(2) otherwise shall equal such rating; and (E) if the rating is on a senior secured obligation of the issuer, then the
Moody's Rating of such Collateral Debt Obligation (1) shall be one subcategory below such rating if such rating
is "Ca" or higher and such Collateral Debt Obligation is a senior unsecured obligation of the issuer; (2) shall be
(i) two subcategories below such rating if such rating is "B1" or lower and (ii) three subcategories below such
rating if such rating is "Ba3" or higher, in each case (i) and (ii) such Collateral Debt Obligation is a
subordinated obligation of the issuer; and (3) otherwise shall be "Ca"; or
(b) If such Collateral Debt Obligation is not rated by Moody's, and no other security or obligation of the
issuer is rated by Moody's, then the "Moody's Derived Rating" shall be determined as follows:
(i) if such Collateral Debt Obligation is rated by Standard & Poor's, then the Moody's Rating of such
Collateral Debt Obligation shall be (A) one subcategory below the Moody's equivalent of the rating assigned by
Standard & Poor's if such security is rated "BBB-" or higher by Standard & Poor's and (B) two subcategories
below the Moody's equivalent of the rating assigned by Standard & Poor's if such security is rated "BB+" or
lower by Standard & Poor's; or
(ii) if such Collateral Debt Obligation is not rated by Standard & Poor's but another security or obligation
of the issuer is rated by Standard & Poor's (a "parallel security"), then the Issuer or the Collateral Manager on
behalf of the Issuer may elect (x) to apply the Moody's equivalent of the rating of such parallel security
determined in accordance with the methodology set forth in subclause (i) above, in which case the Moody's
Rating of such Collateral Debt Obligation shall be determined in accordance with the methodology set forth in
clause (a)(iii) above (for such purpose treating the parallel security as if it were rated by Moody's at the rating
determined pursuant to this subclause (ii)) or (y) to present such Collateral Debt Obligation to Moody's for an
estimate of such Collateral Debt Obligation's Moody's Rating as provided in clause (c) below; provided that for
such purpose all Collateral Debt Obligations consisting of Senior Secured Loans or participations in Senior
Secured Loans shall be treated as if they were senior unsecured Collateral Debt Obligations; and provided,
further, that the Aggregate Principal Balance of Collateral Debt Obligations that may be given a rating based on
a rating given by Standard & Poor's as provided in this clause (b) may not exceed 10% of the Principal
Collateral Value;
(c) the "Moody's Estimated Rating" shall be determined as follows:
(i) if the Collateral Debt Obligation is not rated by Moody's or Standard & Poor's and (A) no other
security or obligation of the issuer of such Collateral Debt Obligation is rated by Moody's or Standard & Poor's
or (B) another security or obligation of the issuer of such Collateral Debt Obligation is rated by Standard &
Poor's and the Issuer or the Collateral Manager on behalf of the Issuer so elects as provided in clause (b)(ii)(y)
above, then the Issuer or the Collateral Manager on behalf of the Issuer may present such Collateral Debt
Obligation to Moody's for an estimate of such Collateral Debt Obligation's Moody's Rating Factor, from which
its corresponding Moody's rating may be determined, which shall be its Moody's Rating; provided that pending
receipt from Moody's of such estimate, such Collateral Debt Obligation shall have a Moody's Rating of "B3" if
(x) the Collateral Manager certifies to the Trustee that the Collateral Manager believes that such estimate shall
be at least "B3"(provided that application for such estimate must be made within two weeks of purchase of such
Collateral Debt Obligation) and (y) the Aggregate Principal Balance of Collateral Debt Obligations having such
Moody's Rating by reason of this proviso does not exceed 10% of the Principal Collateral Value;
(ii) if such Collateral Debt Obligation is a senior secured obligation, with respect to such Collateral Debt
Obligation, if (1) neither the issuer nor any of its affiliates is subject to reorganization or bankruptcy
proceedings, (2) no debt securities or obligations of the issuer are in default, (3) neither the issuer nor any of its
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