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

agreed that if such purchaser is not registered with the FRB on or prior to the date of their purchase, such purchaser
will, within the required time period, register with the FRB.
Under the Indenture, each purchaser of an interest in a Regulation S Global Note will be deemed to have
represented that either (x) such purchaser's principal place of business is not located within any Federal Reserve
District of the United States Federal Reserve Bank or (y) such purchaser has satisfied and will satisfy any applicable
registration or other requirements of the FRB including, without limitation, Regulation U, in connection with its
acquisition of the Notes.
The Collateral Manager shall not cause the Issuer to use the proceeds from the sale of the Notes (or any Interest
Proceeds or Principal Proceeds) for the purpose of buying or carrying any security (including any convertible
security) that is Margin Stock.
Certain Determinations in Respect of the Collateral
Unless otherwise specified, the assumptions described below will be applied to the determination of the
Portfolio Profile Test, the Collateral Quality Test, the Coverage Tests and the Reinvestment Overcollateralization
Test.
All calculations with respect to Scheduled Distributions on the Pledged Investments securing the Secured
Obligations will be made on the basis of information as to the terms of each such Pledged Investment and upon any
report of payments, if any, received on such Pledged Investment that are furnished by or on behalf of the issuer of
such Pledged Investment and, to the extent they are not manifestly in error, such information or report may be
conclusively relied upon in making such calculations.
For each Due Period, the Scheduled Distributions on any Collateral Debt Obligation (other than a Defaulted
Obligation, which, except as otherwise provided in the Indenture, will be assumed to have a Scheduled Distribution
of zero) will be the sum of (i) the total amount of payments and collections in respect of such Collateral Debt
Obligation (including the proceeds of the sale of such Collateral Debt Obligation received, and in the case of sales
which have not yet settled, to be received during the Due Period and not reinvested in Collateral Debt Obligations or
retained in the Principal Collection Account for subsequent reinvestment pursuant to the Indenture) that, if paid as
scheduled, will be available for payment on the Offered Securities and of certain expenses of the Co-Issuers at the
end of the Due Period and (ii) any such amounts received in prior Due Periods that were not disbursed on a previous
Distribution Date.
Each Scheduled Distribution receivable with respect to a Collateral Debt Obligation will be assumed to be
received on the applicable Due Date, and each such Scheduled Distribution will be assumed to be immediately
deposited in the Interest Collection Account or the Principal Collection Account, as the case may be, and except as
otherwise specified, to earn interest at a rate per annum equal to (a) three-month LIBOR minus (b) 0.25%, computed
on the basis of a 360-day year and 12 30-day months. All such funds will be assumed to continue to earn interest
until the date on which they are required to be available in a Collection Account for transfer to the Payment Account
and application, in accordance with the terms of the Indenture, to payments of principal of or interest on the Notes or
other amounts payable pursuant to the Indenture.
With respect to any Collateral Debt Obligation as to which any interest or other payment thereon is subject to
withholding tax of any Relevant Jurisdiction, each Distribution thereon will, for purposes of the Coverage Tests, the
Reinvestment Overcollateralization Test and the Collateral Quality Tests, be deemed to be payable net of such
withholding tax unless the issuer thereof or obligor thereon is required to make additional payments to fully
compensate the Issuer for such withholding taxes (including in respect of any such additional payments). On any
date of determination, the amount of any Scheduled Distribution due on any future date will be assumed to be made
net of any such uncompensated withholding tax based upon withholding tax rates in effect on such date of
determination.
On any Determination Date, for purposes of determining whether any Coverage Test or the Reinvestment
Overcollateralization Test is satisfied in connection with any provision of the Priority of Payments, and for purposes
of determining the amount of any required application of funds pursuant to any provision of the Priority of
Payments, such determination will be made after giving effect to any application of funds required to be made
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