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

clause (h)), then the Principal Balance of each such Collateral Debt Obligation represented in such excess
of such 7.5% threshold will be equal to the product of (x) the outstanding principal amount of each such
Collateral Debt Obligation, and (y) the weighted average Market Value Percentage of all Triple-C
Collateral Debt Obligations; provided that, for the purposes of this clause (h), if any Collateral Debt
Obligation has been assigned a rating by Moody's or Standard & Poor's, the rating so assigned shall be used
rather than the Moody's Rating and the Standard & Poor's Rating, respectively;
(i) solely for purposes of calculating the Adjusted Class C Overcollateralization Ratio, if, at
any time, the Aggregate Principal Balance of Collateral Debt Obligations (other than Defaulted
Obligations) with a Standard & Poor's Rating of "CCC+" or below exceeds 2.5% of the Principal Collateral
Value (as measured without giving effect to this clause (i)), then the Principal Balance of each such
Collateral Debt Obligation represented in such excess of such 2.5% threshold will be equal to the product
of (x) the outstanding principal amount of each such Collateral Debt Obligation, and (y) 50%; provided
that, for the purposes of this clause (i), if any Collateral Debt Obligation has been assigned a rating by
Standard & Poor's, the rating so assigned shall be used rather than the Standard & Poor's Rating;
(j) with respect to Defaulted Obligations, (A) prior to the related Required Sale Date and
solely for the purpose of calculating the Coverage Tests and the Reinvestment Overcollateralization Test,
the Principal Balance of a Collateral Debt Obligation that is a Defaulted Obligation will be deemed to be
the least of (x) the Market Value of such Collateral Debt Obligation, (y) a percentage of the outstanding
principal amount equal to the Moody's Recovery Rate for such Collateral Debt Obligation or (z) a
percentage of the outstanding principal amount equal to the Standard & Poor's Recovery Rate for such
Collateral Debt Obligation based upon its Standard & Poor's Priority Category and (B) after the related
Required Sale Date, the Principal Balance of any Defaulted Obligation will be deemed to be zero;
price;
(k)
the Principal Balance of any Zero-Coupon Security will be deemed to be its purchase
(l) for purposes of the Portfolio Profile Test, the Coverage Tests, the Reinvestment
Overcollateralization Test and the Collateral Quality Tests and for purposes of calculating amounts payable
to the Collateral Manager and the Trustee under the Indenture, the Principal Balance of a Delayed Draw
Term Loan or Revolving Credit Facility refers to the sum of (i) the outstanding principal balance of such
Delayed Draw Term Loan or Revolving Credit Facility, as the case may be, and (ii) the amounts on deposit
in the Delayed Funding Obligation Account in respect of the unfunded portion of such Delayed Draw Term
Loan or Revolving Credit Facility, as the case may be; and
(m) the Principal Balance of any Partially PIKable Security will be deemed not to include any
deferred or capitalized interest thereon;
provided that, if any two or more of the foregoing clauses are applicable to any particular Collateral Debt
Obligation, Defaulted Obligation, Equity Security or Eligible Investment, then the "Principal Balance" of such
Collateral Debt Obligation, Defaulted Obligation, Equity Security or Eligible Investment, as applicable, shall be the
lower (or lowest) value derived from the application of all such clauses.
"Program Documents" means collectively, the Indenture, the Administration Agreement, the Collateral
Administration Agreement, the Collateral Management Agreement, the Placement Agreement, the Fiscal Agency
Agreement, each Hedge Agreement, if any, and each Swap Agreement, if any.
"Program Parties" means, collectively, the Issuer, the Co-Issuer, the Collateral Administrator, the Collateral
Manager, the Trustee, the holders of the Notes, the holders of the Preferred Shares, the Preferred Share Paying
Agent, the Placement Agent, each Hedge Counterparty (so long as it is a party under its Hedge Agreement) and each
Swap Counterparty (so long as it is a party under its Swap Agreement).
"Proposed Portfolio" means the portfolio (measured by Principal Balance) of Collateral Debt Obligations and
the proceeds of the disposition thereof held as cash and Eligible Investments purchased with the proceeds of the
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