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

(v) the Weighted Average Rating Factor Test shall be satisfied;
(vi) (A) in the case of any other purchase of Substitute Collateral
Debt Obligations (other than Collateral Debt Obligations purchased
with the Sale Proceeds from the sale of Non-USD Debt Obligations),
either (I) the Aggregate Principal Balance of the Collateral
Debt Obligations will be maintained or increased or (II) the
Overcollateralization Tests will be satisfied and (B) in the case of any
purchase of Substitute Collateral Debt Obligations purchased with
Sales Proceeds from the sale of Non-USD Debt Obligations not
covered under clause (ii) above, either (I) the Aggregate Principal
Balance of the Substitute Collateral Debt Obligations purchased with
the Sale Proceeds will at least equal the Aggregate Principal Balance of
the Non-USD Debt Obligations sold or (II) the Overcollateralization
Tests will be satisfied;
(vii) the Class A Notes and the Class B Notes shall be rated at least
as high by Moody's as the rating assigned to such Class of Notes on the
Closing Date and the Class C Notes shall be rated no lower than one
subcategory below the rating assigned by Moody's to the Class C Notes
on the Closing Date; and
(viii) if the Standard & Poor's CDO Monitor Test is not satisfied,
the Standard & Poor's Rating of the substitute Collateral Debt
Obligation or Collateral Debt Obligations is equal to or greater than,
(A) in the case of Unscheduled Principal Payments, the Standard &
Poor's Rating of the Collateral Debt Obligation that was the source of
such Unscheduled Principal Payments or (B) in the case of Sale
Proceeds, the Standard & Poor's Rating of the sold Collateral Debt
Obligation.
In all other cases, Unscheduled Principal Payments and Sale Proceeds
of Credit Risk Obligations and Credit Improved Obligations, along
with all other Principal Proceeds, must be applied after the
Reinvestment Period to pay the principal of the Notes in accordance
with the Priority of Payments.
Notwithstanding anything to the contrary set forth herein, compliance
with the Reinvestment Criteria will be measured by determining the
aggregate effect of all sales of Collateral Debt Obligations and
purchases of Substitute Collateral Debt Obligations on a given date (or,
at the election of the Collateral Manager, the aggregate effect of a
series of related sales of Collateral Debt Obligations and purchases of
Substitute Collateral Debt Obligations during a period (not to exceed
two Business Days) as specified by the Collateral Manager) on the
Issuer's level of compliance with the Reinvestment Criteria, rather than
considering the effect of each such purchase individually.
Placement Agent of the Offered
Securities:.............................................. J.P. Morgan Securities Inc. ("JPMorgan").
Trustee:..................................................... U.S. Bank National Association, and its successors in such capacity.
Preferred Share Paying Agent: .............. U.S. Bank National Association, and its successors in such capacity.
Collateral Manager: ................................ Certain advisory and administrative functions with respect to the
Collateral will be performed by Octagon Credit Investors, LLC
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