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

orrowed in a manner that ensures that the amount received from such additional notes or secured loans is sufficient
to redeem all of the Notes being redeemed and to pay all administrative and other fees and expenses payable under
"Application of Funds—Priority of Payments—Distributions of Interest Proceeds" (including, without limitation,
any amounts due to the Hedge Counterparties). If the amount received from the sale of the additional notes or the
amount borrowed under the secured loans would not be sufficient to redeem the Notes being redeemed and to pay
such fees and expenses, the Notes may not be redeemed unless the Majority of the Preferred Shares instead elect to
effect a Redemption by Liquidation as described in "—Optional Redemption of Notes by Liquidation of Collateral."
None of the Co-Issuers, the Trustee or any other Person will be liable to the Holders of the Preferred Shares for the
failure to issue additional notes or to obtain secured loans.
Special Redemption
The Notes may be redeemed in part by the Issuer (i) at any time during the Reinvestment Period if the Collateral
Manager shall by Issuer Order notify the Trustee that it has been unable, for a period of at least 30 days, to identify
Substitute Collateral Debt Obligations that satisfy the Reinvestment Criteria in sufficient amounts to permit the
reinvestment of all or a portion of the funds then in the Principal Collection Account that are to be invested in
Substitute Collateral Debt Obligations or (ii) after the Effective Date, if the Collateral Manager notifies the Trustee
that a redemption is required as described under "The Indenture—Confirmation of Ratings; Ramp-Up Failure" in
order to obtain from each Rating Agency written confirmation that it will not downgrade or withdraw its rating of
the Notes assigned thereto on the Closing Date (such redemption, a "Special Redemption"). On the first Distribution
Date following the Due Period in which notice of a Special Redemption is given, the funds in the Principal
Collection Account representing Principal Proceeds that cannot be reinvested in Substitute Collateral Debt
Obligations (the "Special Redemption Amount") will be available to be applied in accordance with the Priority of
Payments.
Coverage Test Failure Redemption
If a Coverage Test is not met on any Determination Date occurring on or after the Effective Date, the Issuer will
be required to apply available amounts in the Payment Account on the related Distribution Date to make payments
in accordance with the Note Payment Sequence to the extent necessary to achieve compliance with such Coverage
Tests, as described under "—Priority of Payments."
Tax Redemption
In addition, upon the occurrence of a Tax Event, the Co-Issuers shall redeem the Notes (such redemption, a
"Tax Redemption") on any Distribution Date, in whole but not in part, at the direction of the holders of a Majority of
any Class of Notes that, as a result of the occurrence of a Tax Event, has not received 100% of the aggregate amount
of principal and interest payable to such Class on any Distribution Date (each such Class, an "Affected Class"). Any
such Tax Redemption may be effected only on a Distribution Date and only from the Available Redemption Amount
on such Distribution Date, at the applicable Redemption Price. No Tax Redemption may be effected, however,
unless (i) a Tax Event shall have occurred and (ii) the Available Redemption Amount is sufficient to redeem the
Notes simultaneously and to pay certain other amounts in accordance with the procedures set forth in the Indenture.
Notwithstanding the immediately preceding paragraph, in connection with any Tax Redemption, holders of at
least 66-2/3% of the aggregate outstanding principal amount of an Affected Class of Notes may elect to receive less
than 100% of the portion of the Available Redemption Amount that would otherwise be payable to holders of such
Affected Class (and the minimum funding requirements specified in the immediately preceding paragraph will be
reduced accordingly).
"Tax Event" means an event that occurs if either:
(i) (A) one or more Collateral Debt Obligations that were not subject to withholding tax at the time the Issuer
committed to purchase the same have become subject to withholding tax ("New Withholding Tax Obligations")
and/or the rate of withholding has increased on one or more Collateral Debt Obligations that were subject to
withholding tax at the time the Issuer committed to purchase the same ("Increased Rate Withholding Tax
Obligations") and (B) in any Due Period, the aggregate of the payments subject to withholding tax on New
Withholding Tax Obligations and the increase in payments subject to withholding tax on Increased Rate
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