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

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payment of all amounts due from the Issuer to such Swap Counterparties under all Swap Agreements in effect<br />

from time to time and, second, for the benefit of the other Secured Parties; and<br />

(7) all subaccounts, accessions, profits, income benefits, proceeds, substitutions and replacements, whether<br />

voluntary or involuntary, of and to any of the property of the Issuer described in the preceding clauses (other<br />

than amounts on deposit in the Initial Capital Amount Account).<br />

For the avoidance of doubt, the Collateral will not include the Excepted Property or any proceeds therefrom.<br />

Collateral Debt Obligations<br />

A "Collateral Debt Obligation" will be any obligation that, at the time the Issuer enters into the commitment to<br />

acquire such obligation:<br />

(a) is a senior secured or a senior unsecured term or revolving loan (including (i) a letter of credit<br />

reimbursement obligation and (ii) if secured, a DIP Loan), including a Participation interest therein, a corporate<br />

debt security (including an investment grade debt security, a high-yield debt security and a mezzanine debt<br />

security), a Synthetic Security, a Structured Finance Security or a certificate of beneficial interest in an<br />

equipment trust that has the general characteristics of a debt obligation and is treated as a debt obligation for<br />

United States federal income tax purposes, which (except with respect to a Delayed Draw Term Loan or a<br />

Revolving Credit Facility) is fully funded;<br />

(b) is not a Defaulted Obligation or a Credit Risk Obligation;<br />

(c) (i) has a Moody's Rating and a Standard & Poor's Rating (and such Standard & Poor's Rating does not<br />

include the subscript "p," "pi," "q," "r" or "t" without Rating Confirmation from Standard & Poor's) or (ii) is<br />

fully and unconditionally guaranteed as to the timely payment of principal and interest by the U.S. government<br />

or any agency or instrumentality thereof the obligations of which thereunder are backed by the full faith and<br />

credit of the United States of America;<br />

(d) has a Moody's Rating not below "Caa1" and a Standard & Poor's Rating not below "CCC+";<br />

(e) has a stated amortization schedule or maturity date or mandatory redemption date;<br />

(f) is eligible under the instrument or agreement pursuant to which it was issued or created to be<br />

purchased by the Issuer and pledged to the Trustee;<br />

(g) is an obligation of a borrower, issuer or obligor principally located in (x) the United States, The<br />

Netherlands, the United Kingdom, Germany, Ireland, Sweden, Switzerland, Austria, Belgium, Denmark,<br />

Finland, France, Liechtenstein, Luxembourg, Norway, Spain, Greece, Italy or Portugal, (y) a country that is<br />

referred to in the definition of Permitted Non-U.S. Obligor or (z) any other country that has (i) a Moody's<br />

foreign currency rating of at least "Aa2" and (ii) a Standard & Poor's foreign issuer credit rating of at least<br />

"AA";<br />

(h) is not subject to an Offer that is not (i) a Permitted Offer or (ii) an exchange offer (including, without<br />

limitation, an A/B <strong>Exchange</strong>) in which a security that is not registered under the Securities Act is exchanged for<br />

a security that has substantially identical terms (except for transfer restrictions) but is registered under the<br />

Securities Act or a security that would otherwise qualify for purchase under the Portfolio Profile Test, the<br />

Coverage Tests and the Collateral Quality Tests described herein;<br />

(i) if a debt obligation, is Registered;<br />

(j) will not cause the Issuer, the Co-Issuer or the pool of Collateral to be required to register as an<br />

investment company under the 1940 Act;<br />

(k) is not an interest-only security;<br />

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