EFTA01365313

(ii) if the preceding clause does not apply, the rating that is one rating subcategory above the Moody's Equivalent Senior Unsecured Rating: (b) With respect to a tvloody's Non Senior Secured Loan or a Bond: (i) if it has a Moody's Assigned Rating, such Moody's Assigned Rating; or (ii) if the preceding clause does not apply. the Moody's Equivalent Senior Unsecured Rating: (c) With respect to a Synthetic Security. the Moody's Assigned Rating thereof; (d) With respect to a DIP Loan, the Moody's Assigned Rating thereof; and (e) With respect to a Structured Finance Obligation, the Moody's Assigned Rating thereof: Notwithstanding the foregoing. if the Moody's rating or ratings used to determine the Moody's Obligation Rating or Ratings arc on watch for downgrade or upgrade by Moody's, such rating or ratings will be adjusted down one subcategory. (if on watch for downgrade) or up one subcategory (if on watch for upgrade). -Moody's Rating": The Moody's Default Probability Rating; provided that, with respect to the Collateral Obligations generally, if at any time Moody's or any successor to it ceases to provide rating services, references to rating categories of Moody's in the Indenture will be deemed instead to be references to the equivalent categories of any other nationally recognized investment rating agency selected by the Collateral Manager (with written notice to the Issuer and the Trustee), as of the most recent date on which such other rating agency and Moody's published ratings for the type of security in respect of which such alternative rating agency is used. "Moody's Rating Factor: With respect to any Collateral Obligation, the number set forth in the table below opposite the Moody's Rating of such Collateral Obligation: Moody's Rating Rating Factor Aaa Aal 10 Aa2 20 Aa3 40 Al 70 A2 120 A3 180 Baa I 260 Baa2 360 Baa3 610 Bal 940 Bat 1,350 Ba3 1,766 B I 2,220 B2 2,720 B3 3,490 Caa I 4,770 Caa2 6,500 Caa3 8,070 Ca or below 10.000 For purposes of determining the Weighted Average Rating, (i) any Collateral Obligation issued or guaranteed by the United States government or any agency or instrumentality thereof is assigned a Moody's Rating Factor of I; (ii) the Moody's Rating Factor for any Structured Finance Obligation shall be its Moody's Adjusted Rating Factor and (iii) any Collateral Obligation that does not have a Moody's Rating at the date of acquisition shall promptly be submitted to Moody's to obtain an estimate and pending such estimate shall be deemed to have a Moody's Rating of "Caal" (or, in the case of a Form-Approved Synthetic Security, will be assigned a Moody's Rating Factor based on the Moody's Rating Factor of the Reference Obligation, unless otherwise specified by Moody's); provided that the Collateral Manager has a reasonable expectation that such Collateral Obligation will be assigned a Moody's Rating of at least "Caa 1" 106 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0056010 CONFIDENTIAL SDNY GM_00202194 EFTA01365313