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

Rate of Return, such Distribution Date and (ii) each distributions of Principal Proceeds made to the Preferred Share
Paying Agent (for deposit into the Preferred Shares Distribution Account for payment to the holders of the Preferred
Shares) on any prior Distribution Date and, to the extent necessary to cause the Preferred Shares to reach the
applicable Internal Rate of Return, such Distribution Date.
"Issuer Order" means a written order or request dated and signed in the name of the Issuer by an Authorized
Officer of the Issuer and (if appropriate) the Co-Issuer, or by an Authorized Officer of the Collateral Manager.
"loan" means any loan or advance, including, for the avoidance of doubt, any letter of credit reimbursement
obligation.
"Majority" means, (i) with respect to any group of Notes identified by reference to one or more Classes
(including the Controlling Class), the holders at the relevant time of determination of more than 50% of the
Aggregate Outstanding Amount of the Notes of such group and (ii) with respect to the Preferred Shares, the holders
of more than 50% of the Preferred Shares.
If (a) the Trustee, solely in its capacity as Trustee under the Indenture, is a holder of any Note for its own
account, or (b) the Preferred Share Paying Agent, solely in its capacity as Preferred Share Paying Agent under the
Preferred Share Documents, is a holder of any Preferred Share for its own account, the Trustee or the Preferred
Share Paying Agent, solely in its capacity as Trustee under the Indenture or as Preferred Share Paying Agent under
the Preferred Share Paying Agent, respectively, will be excluded as a holder for purposes of this definition in
connection with any supplemental indenture that affect the applicable provisions of the Indenture.
In addition, for purposes of this definition, with respect to voting rights relating to the rights or obligations of
the Collateral Manager under the Indenture or the Collateral Management Agreement, Notes or Preferred Shares
owned by or pledged to the Collateral Manager or any affiliate thereof shall be disregarded and deemed not to be
outstanding, as applicable, unless all the Notes of the related Class or Preferred Share, as applicable, are owned by
or pledged to the Collateral Manager and/or any affiliates thereof.
"Margin Stock" means Margin Stock as defined under Regulation U.
"Market Value" means, as of any date of determination, for a Collateral Debt Obligation (including Defaulted
Obligations, but excluding Non-USD Debt Obligations):
(i) the value determined by any Approved Pricing Service;
(ii) if a value cannot be obtained pursuant to the means contemplated by clause (i) or the Collateral
Manager has reason to believe that the price obtained is not legitimate, the value determined as the average of
the bid side prices determined by the Collateral Manager based upon information from three Approved Dealers
active in the trading of such Collateral Debt Obligations or obligations or securities similar thereto;
(iii) if a value cannot be obtained pursuant to the means contemplated by clause (i) or (ii), the value
determined as the lower of the bid side prices determined by the Collateral Manager based upon information
from two Approved Dealers active in the trading of such Collateral Debt Obligation or obligations or securities
similar thereto;
(iv) if such Collateral Debt Obligation is a loan that, in the Collateral Manager's commercially reasonable
judgment, is not broadly syndicated and a value cannot be obtained pursuant to the means contemplated by
clause (i), (ii) or (iii), the bid side price determined by the Collateral Manager based upon information from a
single Approved Dealer active in the trading of such Collateral Debt Obligation or obligations or securities
similar thereto; provided, however, that the Collateral Manager may base Market Value pursuant to the means
contemplated by this clause (iv) only with respect to Collateral Debt Obligations constituting not more than 5%
of the Principal Collateral Value;
(v) if a value cannot be obtained pursuant to the means contemplated by clause (i), (ii), (iii) or (iv), the
value determined as the bid side market value of such Collateral Debt Obligation as certified by the Collateral
Manager and determined by the Collateral Manager consistent with its customary practices; provided, however,
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