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

To the extent the requirements under Cayman Islands law described in the preceding paragraph are not met,
amounts otherwise payable to the holders of the Preferred Shares will be retained in the Preferred Shares
Distribution Account until, in the case of any payments by way of dividend, the next succeeding Distribution Date
or (in the case of any payment which would otherwise be payable on a redemption date of the Preferred Shares) the
next succeeding Business Day on which the Issuer notifies the Preferred Share Paying Agent that such requirements
are met and, in the case of any payments by way of redemption of the Preferred Shares, the next succeeding
Business Day on which the Issuer notifies the Preferred Share Paying Agent that such requirements are met.
Amounts on deposit in the Preferred Shares Distribution Account will not be available to pay amounts due to the
holders of the Notes, the Trustee, any Hedge Counterparty or any other creditor of the Issuer whose claim is limited
in recourse to the Collateral. However, amounts on deposit in the Preferred Shares Distribution Account may be
subject to the claims of creditors of the Issuer that have not contractually limited their recourse to the Collateral.
The Indenture and the Fiscal Agency Agreement will limit the Issuer's activities to the issuance and sale of the
Offered Securities, the acquisition and disposition of the Collateral Debt Obligations, the acquisition and disposition
of, and investment and reinvestment in, the Eligible Investments and the other activities related to the issuance and
the sale of the Offered Securities described under "Description of the Offered Securities." The Issuer does not
expect to have any significant full recourse liabilities that would be payable out of amounts on deposit in the
Preferred Shares Distribution Account.
The Subordination of the Class A-1 Notes, the Class A-2 Notes, the Class B Notes and the Class C Notes Will
Affect Their Right to Payment
The Class A-1 Notes are subordinated to certain amounts payable by the Issuer to other parties as set forth in the
Priority of Payments (including taxes, Administrative Expenses, Base Collateral Management Fees and certain
payments under the Hedge Agreements); the Class A-2 Notes are subordinated on each Distribution Date to the
Class A-1 Notes; the Class B Notes are subordinated on each Distribution Date to the Class A Notes; and the
Class C Notes are subordinated on each Distribution Date to the Class B Notes, in each case to the extent described
herein. Amounts distributable in respect of the Preferred Shares are subordinated to interest on, and any required
payments of principal of, the Notes, payments of fees and expenses and payments in respect of the claims of any
other creditor of the Issuer. No payments of interest or distributions from Interest Proceeds will be made on any
Class of Notes or the Preferred Shares on any Distribution Date until interest on the Notes of each Class to which it
is subordinated has been paid, and no payments of principal (other than Deferred Interest with respect to the Class B
Notes or the Class C Notes, as applicable, to the extent set forth in the Priority of Payments) or distributions from
Principal Proceeds will be made on any such Class of Notes or the Preferred Shares on any Distribution Date until
principal on the Notes of each Class to which it is subordinated has been paid in full. Therefore, to the extent that
any losses are suffered by any of the holders of any Offered Securities, such losses will be borne in the first instance
by holders of the Preferred Shares, then by the holders of the Class C Notes, then by the holders of the Class B
Notes, then by the holders of the Class A-2 Notes and last by the holders of the Class A-1 Notes. Furthermore,
payments on the Class B Notes and the Class C Notes are subject to diversion to pay more senior Classes of Notes
pursuant to the Priority of Payments if certain Coverage Tests are not met, as described herein, and failure to make
such payments will not be a default under the Indenture. In addition, if an Event of Default occurs, the holders of a
Majority of the Controlling Class of Notes (which will be the most senior Class or Classes then outstanding) will be
entitled to determine the remedies to be exercised under the Indenture. See "The Indenture—Events of Default."
Remedies pursued by the Controlling Class could be adverse to the interests of the holders of the Offered Securities
that are subordinated to the Notes held by the Controlling Class, and the Controlling Class will have no obligation to
consider any possible adverse effect on such other interests. Furthermore, the Collateral Debt Obligations may be
sold and liquidated only if, among other things, (i) the Trustee determines that the anticipated proceeds of such sale
or liquidation (after deducting the reasonable expenses of such sale or liquidation) would be sufficient to discharge
in full the amounts then due and unpaid with respect to all the Notes and the holders of a Majority of the Controlling
Class agrees with such determination or (ii) the holders of at least 66-2/3% of the Aggregate Outstanding Amount of
each Class of the Notes, voting as a separate class, and each Hedge Counterparty direct, subject to the provisions of
the Indenture, such sale and liquidation.
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