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

provides services; provided that U.S. Bank National Association or such affiliates otherwise meet the criteria
specified herein) having at the time of such investment a credit rating of not less than "Aaa" by Moody's and
"AAAm" or "AAAm-G" by Standard & Poor's; and
(i) any other investment similar to those described in clauses (b) through (h) above that (i) Standard &
Poor's has confirmed in writing may be included in the portfolio of Collateral Debt Obligations as an Eligible
Investment without adversely affecting its then current ratings on the Notes and (ii) has a long-term senior
unsecured debt rating or counterparty debt rating of not less than "Aa2" by Moody's and "AA" by Standard &
Poor's and a short-term debt rating of not less than "P-1" by Moody's and "A-1+" by Standard & Poor's;
provided that mortgage-backed securities shall not constitute Eligible Investment);
and, in the case of clauses (a) through (g) and (i) above, with a stated maturity (after giving effect to any applicable
grace period) no later than the Business Day immediately preceding the Distribution Date in the next Due Period
following the date such investment occurs; provided that (1) Eligible Investments will not include: (w) any security
that is subject to an Offer, (x) any interest-only security, (y) any security purchased at a price in excess of 100% of
par and (z) any security whose repayment is subject to substantial non-credit-related risk as determined in the sole
judgment of the Collateral Manager, (2) not more than 5% of the Principal Collateral Value will consist of Eligible
Investments denominated in any Permitted Currency, (3) Eligible Investments denominated in any Permitted
Currency may be purchased by the Issuer solely from proceeds of Collateral Debt Obligations or Eligible
Investments that were received by the Issuer in the applicable Permitted Currency, (4) payments in respect of such
Eligible Investments which are not subject to any material amount of deduction or withholding in respect of tax
under Sections 871 and 881 of the Code, taking into account the American Jobs Creation Act of 2004 and any
amendments promulgated hereafter, (5) such Eligible Investments either shall be treated as indebtedness for U.S.
federal income tax purposes, or the Issuer has received advice from Milbank, Tweed, Hadley & McCloy LLP or an
opinion of another nationally recognized U.S. tax counsel experienced in such matters to the effect that the
acquisition, ownership or disposition of such investment shall not cause the Issuer to be treated as engaged in a trade
or business in the United States for U.S. federal income tax purposes or otherwise subject the Issuer to U.S. federal
income tax on a net income tax basis, and (6) such Eligible Investments shall not be subject to deduction or
withholding for or on account of any withholding or similar tax, unless the payor is required to make "gross up"
payments that ensure that the net amount actually received by the Issuer (free and clear of taxes, whether assessed
against such obligor or the Issuer) will equal the full amount that the Issuer would have received had no such
deduction or withholding been required. In making or disposing of any investment permitted by the Indenture, the
Trustee is authorized to deal with itself (in its individual capacity) or with any one or more of its affiliates, in each
case, on an arms-length basis, whether it or such affiliate is acting as a subagent of the Trustee or for any third
person or dealing as principal for its own account.
"Equity Security" means (i) any equity security or any other security that is not eligible for acquisition by the
Issuer as a Collateral Debt Obligation; (ii) any security acquired as part of a "unit" or similar combination with a
Collateral Debt Obligation and that itself is not eligible for purchase by the Issuer as a Collateral Debt Obligation; or
(iii) any obligation that, at the time of commitment to acquire such obligation, qualified as a Collateral Debt
Obligation but that, as of any subsequent date of determination, no longer satisfies the requirements of a Collateral
Debt Obligation, for so long as such obligation fails to satisfy such requirement.
"Equity Workout Security" means any Equity Security received in exchange for a Defaulted Obligation upon
foreclosure or exercise of remedies, which security does not entitle the holder thereof to receive periodic payments
of interest and one or more installments of principal, provided that, prior to receipt of such Equity Workout Security,
the Issuer has received advice from Milbank, Tweed, Hadley & McCloy LLP or an opinion of another nationally
recognized U.S. tax counsel experienced in such matters to the effect that the acquisition, ownership or disposition
of such Equity Workout Security will not cause the Issuer to be treated as engaged in a trade or business in the
United States for U.S. federal income tax purposes or otherwise subject the Issuer to U.S. federal, state or local
income or franchise tax on a net income basis.
"Excepted Property" means (i) the proceeds of the issue of the Ordinary Shares, (ii) any transaction fee paid to
the Issuer for issuing the Offered Securities, (iii) the Initial Capital Amount Account and (iv) the Preferred Shares
Distribution Account and any sums credited thereto or deposited therein.
"Final Maturity" means with respect to the Notes, the latest of the Stated Maturities of all Classes thereof.
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