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

The "Reinvestment Overcollateralization Test Level" is, initially,
107.7%, until the day following the Distribution Date in April 2007,
and on the day following such Distribution Date and on the day
following the Distribution Date in each April thereafter, the
Reinvestment Overcollateralization Test Level will be reduced by
0.50%.
Maintenance and Measurement
of Coverage Tests:................................ If a Coverage Test is not satisfied as of any Determination Date
preceding any Distribution Date occurring on or after the Effective
Date, certain funds from the Collection Accounts will be used to reduce
the Aggregate Outstanding Amount of the relevant Class or Classes, as
applicable, of Notes on such Distribution Date in accordance with
the Priority of Payments until such Coverage Test is satisfied.
Pursuant to the Indenture, the Coverage Tests will be deemed to be
satisfied as of any time prior to the Effective Date. See "—Coverage
Tests," "—Distributions of Interest Proceeds" and "—Distributions of
Principal Proceeds."
Measurement of the degree of compliance with the Coverage Tests will
be required on each Measurement Date on or after the Effective Date.
A "Measurement Date" is a day that is (1) the Effective Date, (2) the
last day of a Due Period (any such date, a "Determination Date"),
(3) any day a transaction is entered into by the Collateral Manager on
behalf of the Issuer for the purchase or sale of a Collateral Debt
Obligation, (4) the day as of which a Collateral Debt Obligation
becomes a Defaulted Obligation, and the Collateral Manager has
knowledge thereof, (5) the day as of which any monthly report is
determined pursuant to the Indenture and (6) with reasonable notice to
the Co-Issuers, the Collateral Manager and the Trustee, any other
Business Day that either Rating Agency reasonably requests; provided
that, if any such date would otherwise fall on a day that is not a
Business Day, the relevant Measurement Date will be the next
succeeding Business Day.
If the Reinvestment Overcollateralization Test is not satisfied as of any
Determination Date preceding any Distribution Date occurring on or
after the Effective Date and during the Reinvestment Period, a portion
of the Interest Proceeds that would otherwise be used to make
distributions to the Preferred Shares, to pay Collateral Management
Incentive Fees and to pay certain expenses will instead be deposited to
the Principal Collection Account as Principal Proceeds.
Collateral Quality Tests: ......................... The Collateral Quality Tests will be used as criteria for purchasing
Collateral Debt Obligations. The "Collateral Quality Tests" will
consist of the Weighted Average Rating Factor Test, the Moody's
Diversity Test, the Weighted Average Life Test, the Weighted Average
Coupon Test, the Weighted Average Spread Test, the Weighted
Average Recovery Rate Test and the Standard & Poor's CDO Monitor
Test. Compliance with the Collateral Quality Tests will be determined
as of each Measurement Date occurring on and after the Effective Date.
The "Weighted Average Rating Factor Test" is a test that will be
satisfied on any Measurement Date if the Moody's Average Rating of
the Collateral Debt Obligations (excluding Defaulted Obligations) on
such Measurement Date is less than or equal to (i) the maximum rating
factor corresponding to the applicable Minimum Diversity/Maximum
12