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

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(h) such Collateral Debt Obligation is a Participation in a loan or other debt security that would, if such<br />

loan or other debt security were a Collateral Debt Obligation, constitute a "Defaulted Obligation" (a "Defaulted<br />

Participation Security");<br />

(i) such Collateral Debt Obligation is a Participation in a loan or in a security (other than a Defaulted<br />

Participation Security) with respect to which the Selling Institution has defaulted in the performance of any of<br />

its payment obligations under the related participation agreement; or<br />

(j) there has been effected any distressed exchange or other distressed debt restructuring where the issuer<br />

of such Collateral Debt Obligation has offered the holder or holders of such Collateral Debt Obligation a new<br />

security or package of securities that, in the reasonable business judgment of the Collateral Manager, amounts<br />

to a diminished financial obligation;<br />

provided that Defaulted Obligations will not include Current Pay Obligations.<br />

Notwithstanding the foregoing definition, the Collateral Manager may declare any Collateral Debt Obligation to<br />

be a Defaulted Obligation if, in the Collateral Manager's reasonable business judgment, (i) the credit quality of the<br />

issuer of such Collateral Debt Obligation (or, in the case of a Synthetic Security, the credit quality of the Reference<br />

Obligor with respect thereto) has significantly deteriorated such that there is a reasonable expectation of payment<br />

default as of the next scheduled payment date with respect to such Collateral Debt Obligation, (ii) the terms of such<br />

Collateral Debt Obligation were amended while such Collateral Debt Obligation was in default and such<br />

amendments resulted in a materially diminished value of such Collateral Debt Obligation or (iii) collateral received<br />

in exchange for collateral securing a Collateral Debt Obligation that has been restructured has materially diminished<br />

in value as compared to the value of the collateral surrendered in the restructuring.<br />

"Deferred Interest Asset" means a PIK Security that has deferred payments of interest or other amounts in cash<br />

and not reduced such deferred interest (or other amount) balance to zero and that:<br />

(i) in the case of a PIK Security that has a Moody's Rating of "Baa3" or above, has either (a) deferred<br />

any interest for a period of 12 months or more or (b) deferred payments of interest in an amount equal to (or<br />

greater than) two periodic interest payments; or<br />

(ii) in the case of a PIK Security that has a Moody's Rating of "Ba1" or below, has either (a) deferred any<br />

interest for a period of six months or more or (b) deferred payments of interest in an amount equal to (or greater<br />

than) one periodic interest payment.<br />

Notwithstanding the foregoing definition, the Collateral Manager may declare any PIK Security a Deferred<br />

Interest Asset if, in the Collateral Manager's commercially reasonable judgment, the credit quality of the issuer of<br />

such asset has significantly deteriorated such that there is a reasonable expectation that such PIK Security will defer<br />

interest on the next scheduled and future payment dates.<br />

"Delayed Funding Advance Amount" means an amount, if greater than zero, by which (i) the sum of the<br />

unfunded portions of all Collateral Debt Obligations that are Delayed Draw Term Loans or Revolving Credit<br />

Facilities as of the last day of the Reinvestment Period exceeds (ii) the amount then on deposit in the Delayed<br />

Funding Obligation Account.<br />

"Deliverable Obligation" means a debt obligation or other security that is delivered to the Issuer upon an early<br />

termination of a Swap Agreement as a result of a "Credit Event" (as defined in such Swap Agreement).<br />

"DIP Loan" means any interest in a loan or financing facility explicitly rated by the Rating Agencies (including<br />

any estimated rating by the Rating Agencies) that is acquired directly by way of assignment (i) which is an<br />

obligation of a person (a "Debtor") (A) that is a debtor in possession as described in §1107 of the Bankruptcy Code<br />

or any other applicable federal or state bankruptcy law, including, without limitation, any bankruptcy, insolvency,<br />

reorganization or similar law enacted under the laws of the Cayman Islands or any other applicable jurisdiction or<br />

(B) for which a trustee (if appointment of such trustee has been ordered pursuant to §1104 of the Bankruptcy Code<br />

or any other applicable federal or state bankruptcy law, including, without limitation, any bankruptcy, insolvency,<br />

reorganization or similar law enacted under the laws of the Cayman Islands or any other applicable jurisdiction)<br />

149

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