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

e made; (iv) we agree that we shall not hold any Preferred Shares for the benefit of any other person, that
we shall at all times be the sole beneficial owner thereof for purposes of the Investment Company Act and
all other purposes and that we shall not sell participation interests in the Preferred Shares or enter into any
other arrangement pursuant to which any other person shall be entitled to a beneficial interest in the
distributions on the Preferred Shares; (v) we are not an investment company that relies on the exclusion
from the definition of "investment company" provided by Section 3(c)(1) or Section 3(c)(7) of the
Investment Company Act (or a foreign investment company under Section 7(d) thereof relying on Section
3(c)(1) or 3(c)(7) with respect to its holders that are U.S. Persons), which was formed on or before April
30, 1996, unless we have received the consent of our beneficial owners who acquired their interests on or
before April 30, 1996, with respect to our treatment as a qualified purchaser (as defined in Section 2(a)(51)
of the Investment Company Act and the rules thereunder) in the manner required by Section 2(a)(51)(C) of
the Investment Company Act and the rules and regulations thereunder; and (vi) we will hold and transfer at
least the minimum denomination of the Preferred Shares and provide notice of the relevant transfer
restrictions to subsequent transferees.
4. We acknowledge and agree that all of the assurances given by us in certifications required by the Fiscal
Agency Agreement as to our status under ERISA or as to our status as an Affected Bank are correct and are
for the benefit of the Issuer, the Preferred Share Paying Agent, the Placement Agent and the Collateral
Manager. We agree and acknowledge that neither the Issuer nor the Preferred Share Paying Agent will
recognize any transfer of the Preferred Shares if such transfer may result in 25% or more of the value of the
Preferred Shares or any other class of equity interest in the Issuer being held by Benefit Plan Investors. We
further agree and acknowledge that no transfer of a Preferred Share to an Affected Bank will be effective
and the Preferred Share Paying Agent will not recognize any such transfer, unless such transfer is
specifically authorized by the Issuer in writing; provided that the Issuer shall authorize any such transfer if
(x) such transfer would not cause an Affected Bank, directly or in conjunction with its affiliates, to own
more than 33⅓% of the aggregate outstanding principal amount of the Preferred Shares or (y) the transferor
is an Affected Bank previously approved by the Issuer.
5. We will treat our Preferred Shares as equity of the Issuer for United States federal income tax purposes.
6. We are ______ (check if applicable) a "United States person" within the meaning of Section 7701(a)(30) of
the Code, and a properly completed and signed Internal Revenue Service Form W-9 (or applicable
successor form) is attached hereto; or ______ (check if applicable) not a "United States person" within the
meaning of Section 7701(a)(30) of the Code, and a properly completed and signed applicable Internal
Revenue Service Form W-8 (or applicable successor form) is attached hereto. We understand and
acknowledge that failure to provide the Issuer or the Preferred Share Paying Agent with the applicable
United States federal income tax certifications (generally, an Internal Revenue Service Form W-9 (or
successor applicable form) in the case of a person that is a "United States person" within the meaning of
Section 7701(a)(30) of the Code or an appropriate Internal Revenue Service Form W-8 (or successor
applicable form) in the case of a person that is not a "United States person" within the meaning of Section
7701(a)(30) of the Code) may result in United States federal back-up withholding from payments to us in
respect of the Preferred Shares.
7. We agree not to seek to commence in respect of the Issuer, or cause the Issuer to commence, a bankruptcy
proceeding before a year and a day has elapsed since the payment in full to the holders of the Preferred
Shares issued pursuant to the Memorandum and Articles or, if longer, the applicable preference period then
in effect.
8. To the extent required by the Issuer, as determined by the Issuer or the Collateral Manager on behalf of the
Issuer, the Issuer may, upon notice to the Preferred Share Paying Agent, impose additional transfer
restrictions on the Preferred Shares to comply with the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the "USA Patriot Act") and
other similar laws or regulations, including, without limitation, requiring each transferee of a Preferred
Share to make representations to the Issuer in connection with such compliance.
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