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

The "Required Sale Date" means, (a) for any Collateral Debt Obligation that becomes a Defaulted Obligation,
the third anniversary of the Default Date therefor and (b) for any Equity Workout Security or any Equity Security
(other than an Equity Workout Security), three years after the Issuer's receipt thereof (or within three years of such
later date as such security may first be sold in accordance with its terms and to the extent permitted by applicable
law); provided that, if the Required Sale Date with respect to any Collateral Debt Obligation, Equity Workout
Security or Equity Security (other than an Equity Workout Security) is not a Business Day, such Required Sale Date
will instead be the next succeeding Business Day.
The Issuer may not acquire or own an Equity Security (other than an Equity Workout Security) unless either
(i) such Equity Security is issued by an entity that is treated as a corporation that is not a United States real property
holding corporation as defined in Section 897(c)(2) of the Code for U.S. federal income tax purposes, or (ii) the
Collateral Manager has received advice of Milbank, Tweed, Hadley & McCloy LLP or an opinion of other nationally
recognized U.S. tax counsel in such matters to the effect that acquiring and owning such Equity Security will not
cause the Issuer to be treated as engaged in a trade or business within the United States for U.S. federal income tax
purposes. If the Issuer or acquires or owns an Equity Security (other than an Equity Workout Security) and the
Collateral Manager determines that neither of the foregoing requirements can be satisfied, the Collateral Manager
shall sell such Equity Security as soon as commercially reasonable following the date of determination.
Sales Relating to Redemptions
In the event of a redemption of the Notes pursuant to an Optional Redemption or Tax Redemption, the
Collateral Manager on behalf of the Issuer may direct the Trustee to sell Collateral Debt Obligations without regard
to the limitations described under "—Substitute Securities and Reinvestment Criteria" above (which sales may be by
assignment or by a 100% participation with respect to such Collateral Debt Obligation); provided that (1) the
proceeds therefrom will be at least sufficient to pay certain expenses and other amounts and redeem in whole but not
in part all Notes to be redeemed simultaneously; and (2) such proceeds are used to make such redemption.
Notwithstanding anything contained in the Indenture to the contrary, any amounts received by the Trustee on behalf
of the Issuer with respect to any Collateral Debt Obligation subsequent to a sale by 100% participation of such
Collateral Debt Obligation in the manner contemplated in the preceding sentence will not be considered as Interest
Proceeds or Principal Proceeds and the Trustee, upon Issuer Order, shall pay such amounts to the relevant
participant. See "Description of the Offered Securities—Redemption."
Sales of Non-USD Debt Obligations
The Collateral Manager on behalf of the Issuer may direct the Trustee to sell Non-USD Debt Obligations from
time to time in accordance with the requirements of certain provisions of the Indenture relating to sales of Collateral
Debt Obligations; provided, however, that (A) the Collateral Manager, on behalf of the Issuer, will sell or terminate
the Currency Hedge related thereto on market terms on or about the date of such sale (except as otherwise described
under "—Hedge Agreements—Currency Hedges"), (B) (x) any Currency Hedge Termination Payments payable by
the Issuer to the Hedge Counterparty as a result of such termination will be paid out of the Sale Proceeds of the sale
of such Non-USD Debt Obligation and (y) if such Sale Proceeds are not sufficient to pay such Currency Hedge
Termination Payments, then the remaining Currency Hedge Termination Payments shall be paid from the Currency
Account in accordance with the Indenture and (C) any Currency Hedge Termination Receipts payable by the Hedge
Counterparty to the Issuer as a result of such termination will constitute part of the Sale Proceeds of the sale of such
Non-USD Debt Obligation. On any date during the Reinvestment Period, the Collateral Manager on behalf of the
Issuer is hereby authorized to direct the Trustee to effect an exchange of any Sale Proceeds and other amounts
received in respect of any Non-USD Debt Obligation that, if denominated in Dollars, would constitute Principal
Proceeds and any Currency Hedge Termination Receipts into U.S. Dollars or a Permitted Currency, as applicable,
pursuant to a Permitted Currency Exchange at the Applicable Spot Market Exchange Rate, to the extent that such
amounts are not payable to any Hedge Counterparty and are to be reinvested in additional Collateral Debt
Obligations denominated in such currency.
Investment in Eligible Investments and Non-USD Debt Obligations
Subject to the conditions described herein, Principal Proceeds (including those resulting from dispositions of
Collateral Debt Obligations as aforesaid) may be reinvested in Collateral Debt Obligations if the Reinvestment
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