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

organized under the laws of the United States or any state therein has been appointed; (ii) the terms of which have
been approved by an order of the United States Bankruptcy Court, the United States District Court, or any other
court of competent jurisdiction, the enforceability of which order is not subject to any pending contested matter or
proceeding (as such terms are defined in the Federal Rules of Bankruptcy Procedure) and which order provides that:
(a) such DIP Loan is secured by liens on the Debtor's otherwise unencumbered assets pursuant to §364(c)(2) of the
Bankruptcy Code or any other applicable federal or state bankruptcy law, including, without limitation, any
bankruptcy, insolvency, reorganization or similar law enacted under the laws of the Cayman Islands or any other
applicable jurisdiction; or (b) such DIP Loan is secured by liens of equal or senior priority on property of the
Debtor's estate that is otherwise subject to a lien pursuant to §364(d) of the Bankruptcy Code or any other applicable
federal or state bankruptcy law, including, without limitation, any bankruptcy, insolvency, reorganization or similar
law enacted under the laws of the Cayman Islands or any other applicable jurisdiction; provided, however, that such
DIP Loan is fully secured based upon a current valuation or appraisal report; and (iii) which has paid its most recent
scheduled interest and principal payments (if any) and the Collateral Manager reasonably expects that such loan or
financing facility will continue to pay interest and principal.
"Discounted Obligation" means any Collateral Debt Obligation that satisfies the criteria specified in clause (h)
of the definition of Principal Balance. For avoidance of doubt, all Synthetic Securities with related Reference
Obligations that satisfy the criteria specified in clause (h) of the definition of Principal Balance, will be deemed
Discounted Obligations under the Indenture.
"Distribution" means with respect to any obligation or security, any payment of principal, interest or fee or any
dividend or premium or other payment made thereon.
"Distribution Compliance Period" means, with respect to the Notes, the period beginning upon the later of
(i) the completion of the distribution thereof (as certified by the Co-Issuers to the Trustee if later than the Closing
Date) and (ii) the Closing Date and ending on (and including) the 40 th day thereafter.
"Due Date" means each date on which a Distribution is due on a Pledged Investment.
"Due Period" means, with respect to any Distribution Date, the period commencing immediately following (but
not including) the seventh Business Day prior to the preceding Distribution Date (or commencing on the Closing
Date, in the case of the Due Period relating to the first Distribution Date) and ending on and including the seventh
Business Day prior to such Distribution Date (or, in the case of a Due Period that is applicable to the Final
Distribution Date, ending on the day preceding the Final Distribution Date); provided that, with respect to Hedge
Receipt Amounts under any Hedge Agreement, "Due Period" will mean the period commencing on the day after the
prior Distribution Date and ending on such Distribution Date.
"Effective Date" means the earlier of: (i) October 23, 2006 and (ii) the date on which the Issuer purchases or
commits to purchase Collateral Debt Obligations such that the Aggregate Principal Balance of all Collateral Debt
Obligations (determined after giving effect to the consummation of such commitments to purchase and without
giving effect to any reductions of that amount that may have resulted from scheduled principal payments or principal
prepayments made with respect to the Collateral Debt Obligations on or before the Effective Date) equals or exceeds
the Target Par Amount.
"Eligible Financial Institution" means a corporation or trust company (including, without limitation, U.S. Bank
National Association, if it is otherwise eligible) organized and doing business under the laws of the United States or
of any state thereof, authorized under such laws to exercise corporate trust powers, having a combined capital and
surplus of at least U.S.$200,000,000, subject to supervision or examination by federal or state banking authority,
having a rating of at least "Baa1" by Moody's and "BBB+" by Standard & Poor's and having an office within the
United States. If such corporation or trust company publishes reports of condition at least annually, pursuant to law
or to the requirements of the aforesaid supervising or examining authority, then for the purposes of determining
whether such corporation or trust company constitutes an Eligible Financial Institution, the combined capital and
surplus of such corporation will be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published.
"Eligible Investment" means any dollar or Permitted Currency denominated investment that, at the time it is
delivered to the Trustee (directly or through a securities intermediary or bailee), is one or more of the following
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