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

affiliates have defaulted on any debt during the past two years, (4) the issuer has been in existence for the past
five years, (5) the issuer is current on any cumulative dividends, (6) the fixed-charge ratio for the issuer exceeds
125% for each of the past two fiscal years and for the most recent quarter, (7) the issuer had a net profit before
tax in the past fiscal year and the most recent quarter, and (8) the annual financial statements of the issuer are
unqualified and certified by a firm of independent accountants of national reputation, and quarterly statements
are unaudited but signed by a corporate officer, the Moody's Rating of such Collateral Debt Obligation shall be
"Caa1";
(iii) if such Collateral Debt Obligation is a senior secured obligation, if (1) neither the issuer nor any of its
affiliates is subject to reorganization or bankruptcy proceedings and (2) no debt security or obligation of the
issuer has been in default during the past two years, the Moody's Rating of such Collateral Debt Obligation shall
be "Caa3"; or
(iv) if a debt security or obligation of the issuer has been in default during the past two years, the Moody's
Rating of such Collateral Debt Obligation shall be "Ca."
Notwithstanding the foregoing, unless Moody's publicly declares or otherwise confirms in writing to the Collateral
Manager and the Issuer that it has ceased to require such adjustment, if any Collateral Debt Obligation (other than a
Structured Finance Security) is on credit watch by Moody's for possible upgrade or downgrade, the Moody's Rating
of such Collateral Debt Obligation shall be increased or reduced, as applicable, by one rating subcategory from the
otherwise applicable Moody's Rating determined under this definition. If any Collateral Debt Obligation that is a
Structured Finance Security that is rated is on credit watch by Moody's for possible upgrade or downgrade, the
Moody's Rating of such Collateral Debt Obligation shall be increased or reduced, as applicable, by two rating
subcategories from the otherwise applicable Moody's Rating determined under this definition.
"Moody's Recovery Rate" shall have the meaning ascribed to such term in the table that is included in the
definition of Moody's Average Recovery Rate.
"Non-USD Debt Obligation" means any Collateral Debt Obligation purchased by or on behalf of the Issuer that
is (a) denominated in a Permitted Currency, (b) not convertible into or payable in, at the option of the issuer thereof
or obligor thereunder, any other currency, (c) a Floating Rate Collateral Debt Obligation and (d) not a multicurrency
Revolving Credit Facility or Delayed Draw Term Loan.
"Note Interest Rate" means with respect to any Note, the per annum rate at which interest accrues on such Note.
"Note Payment Sequence" means the application, in accordance with the Priority of Payments, of Interest
Proceeds or Principal Proceeds, as applicable, in the following order:
(i) to the payment of principal on the Class A-1 Notes until the Aggregate Outstanding Amount thereof
has been paid in full;
(ii) to the payment of principal on the Class A-2 Notes until the Aggregate Outstanding Amount thereof
has been paid in full;
(iii) to the payment of principal of the Class B Notes until the Aggregate Outstanding Amount thereof has
been paid in full; and
(iv) to the payment of principal of the Class C Notes until the Aggregate Outstanding Amount thereof has
been paid in full.
"Note Registrar" means the Trustee who is initially appointed as a registrar for the purpose of registering Notes
and transfers of such Notes as provided in the Indenture.
"Obligation" means any one or more obligations of an Obligor, whether present or future, contingent or
otherwise, or incurred in the capacity of principal, surety or otherwise, for the payment or repayment of borrowed
money.
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