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

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such Floating Rate Collateral Debt Obligation (excluding the aggregate unfunded amount of such Floating Rate<br />

Collateral Debt Obligations that are Revolving Credit Facilities or Delayed Drawdown Term Loans).<br />

"Applicable Spot Market <strong>Exchange</strong> Rate" means, with respect to any date on which the Collateral Manager on<br />

behalf of the Issuer converts amounts pursuant to a Permitted Currency <strong>Exchange</strong> in accordance with the terms of<br />

the Indenture, the spot exchange rate for such Permitted Currency <strong>Exchange</strong> determined approximately as of such<br />

date based upon quotations obtained by the Trustee (i) from U.S. Bank National Association (or any of its affiliates)<br />

for so long as U.S. Bank National Association, is the Trustee or (ii) if U.S. Bank National Association is no longer<br />

the Trustee, from a successor Trustee or such other party at the direction of the Collateral Manager if Rating<br />

Confirmation is obtained.<br />

"Approved Dealer" means (i) in the case of any Collateral Debt Obligation that is a U.S. government security,<br />

any primary dealer in U.S. government securities, as reported by the Federal Reserve Bank of New York and (ii) in<br />

the case of any Collateral Debt Obligation that is not a U.S. government security, (A) any Approved Dealer listed in<br />

Schedule B to the Indenture or (B) any dealer disclosed in writing by the Issuer to the Trustee, the holders of the<br />

Notes (and not objected to by a Majority of the Controlling Class within 15 days of such disclosure), and with<br />

respect to which the Issuer has received Rating Confirmation from Standard & Poor's.<br />

"Approved Pricing Service " means any Approved Pricing Service listed in Part II of Schedule B to the<br />

Indenture or any other pricing service disclosed in writing by the Issuer to the Trustee and the holders of the Notes<br />

(and not objected to by a Majority of the Controlling Class within 15 days of such disclosure), and with respect to<br />

which the Issuer has received a Rating Confirmation from Standard & Poor's.<br />

"Authenticating Agent" means, with respect to any Notes, the Person designated by the Trustee, if any, to<br />

authenticate such Notes on behalf of the Trustee pursuant to the Indenture.<br />

"Authorized Officer" means, with respect to the Issuer or the Co-Issuer, any officer or attorney-in-fact or other<br />

authorized agent who is authorized to act for the Issuer or the Co-Issuer, as applicable, in matters relating to, and<br />

binding upon, the Issuer or the Co-Issuer, as applicable. With respect to the Collateral Manager, any officer,<br />

employee or agent of the Collateral Manager who is authorized to act for the Collateral Manager in matters relating<br />

to, and binding upon, the Collateral Manager with respect to the subject matter of the request, certificate or order in<br />

question. With respect to the Trustee or Authenticating Agent or any other bank or trust company acting as trustee<br />

of an express trust or as custodian, a trust officer. Each party may receive and accept a certification of the authority<br />

of any other party as conclusive evidence of the authority of any person to act, and such certification may be<br />

considered as in full force and effect until receipt by such other party of written notice to the contrary.<br />

"Bankruptcy Code" means the United States Bankruptcy Code, Title 11 of the United States Code, as amended.<br />

"Business Day" means a day that satisfies the following conditions: (1) it is a day on which commercial banks<br />

and foreign exchange markets settle payments in New York, New York and (2) it is a day on which commercial<br />

banks are open for business in the location of the Corporate Trust Office and, in the case of the final payment of<br />

principal of any Note, the place of presentation of such Note; provided that if any action is required of the <strong>Irish</strong><br />

Paying Agent, then, for purposes of determining when such <strong>Irish</strong> Paying Agent action is required, Dublin, Ireland<br />

will be considered in determining "Business Day."<br />

"CDO" means a special purpose entity organized to issue collateralized debt obligations secured by debt<br />

obligations.<br />

"CDO Security" means any security issued by a CDO.<br />

"Class" means a class of Notes, consisting of, as applicable: (A) the Class A-1 Notes, (B) the Class A-2 Notes;<br />

(C) the Class B Notes; or (D) the Class C Notes.<br />

"Class A-1 Note Interest Rate" means, with respect to the Class A-1 Notes, the per annum rate equal to threemonth<br />

LIBOR plus 0.24%; provided that, with respect to the initial Interest Accrual Period, LIBOR will be<br />

determined by interpolating linearly between (i) four-month LIBOR and (ii) five-month LIBOR.<br />

144

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