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

Withholding Tax Obligations, in each case to the extent not "grossed-up" (on an after-tax basis) by the related
obligor, represent 5% or more of Interest Proceeds for such Due Period; or
(ii) taxes, fees, assessments or other similar charges are imposed on the Issuer or the Co-Issuer in an aggregate
amount in any twelve-month period in excess of U.S.$1,000,000, other than any deduction or withholding for or on
account of any tax with respect to any payment owing in respect of any Equity Security or Collateral Debt
Obligation.
Optional Redemption of the Preferred Shares
On any Distribution Date on or after the payment in full of the Notes and all administrative and other fees and
expenses payable under the Priority of Payments (including the Base Collateral Management Fee and the
Subordinated Collateral Management Fee), the Preferred Shares may be permanently redeemed (in whole but not in
part) at their Redemption Price at the direction of the Majority of the Preferred Shares in accordance with the
Priority of Payments, subject to the procedures described in "—Redemption Procedures" below.
Redemption Procedures
Notice of a redemption will, pursuant to the Indenture, be transmitted electronically or by mail, postage prepaid,
sent not less than ten Business Days prior to the applicable date scheduled for redemption (a "Redemption Date"), to
(a) each holder of Notes to be redeemed at such holder's address in the register maintained by the Note Registrar,
(b) the Rating Agencies, (c) the Collateral Manager, (d) each Hedge Counterparty and (e) the Preferred Share Paying
Agent (for forwarding to the holders of the Preferred Shares). In addition, so long as any Notes are listed on the
Irish Stock Exchange, notice of redemption will be given by publication via the Company Announcement Office of
the Irish Stock Exchange or as otherwise required by the rules of the Irish Stock Exchange not less than ten Business
Days prior to the Redemption Date. The certificates in respect of the Notes to be redeemed in whole must be
surrendered at the office of any paying agent appointed for the Notes under the Indenture (each, a "Paying Agent")
in order to receive the redemption price unless the holder provides an undertaking to surrender such Note thereafter.
The Notes will not be redeemed unless (i) at least 7 Business Days prior to the scheduled Redemption Date and
prior to selling any Collateral Debt Obligations, the Collateral Manager shall certify to the Trustee and to each of the
Rating Agencies that the expected proceeds from such sale (calculated as provided in the next succeeding
paragraph) together with any other amounts available to be used for such Optional Redemption or Tax Redemption
will be delivered to the Trustee not later than the Business Day immediately preceding the scheduled Redemption
Date, in immediately available funds, and will equal or exceed 100% of all amounts required to pay the Redemption
Price with respect to all of the Notes then outstanding plus the amounts required to be paid pursuant to clauses (1)
through (5) of "Application of Funds—Priority of Payments—Distributions of Interest Proceeds" (without regard to
the limitations set forth therein) and (ii) if the Person to whom any Collateral Debt Obligations are to be sold is a
Person (a) whose long-term unsecured, unguaranteed and unsupported (other than such obligations whose rating is
based on the credit of a person other than such institution) debt obligations have a credit rating of at least "Aa3"
from Moody's and at least "AA-" from Standard & Poor's or (b) whose short-term unsecured debt obligations have a
credit rating of "P-1" from Moody's and "A-1+" from Standard & Poor's or (c) whose obligations under binding
agreements for the purchase of Collateral Debt Obligations are supported by a letter of credit, a loan or warehousing
agreement or any other agreement, in each case, issued by or with a financial institution (or a guarantor or
guarantors of the obligations thereof) satisfying either of the foregoing clauses (a) or (b), then the expected proceeds
will be deemed to be 100% of the expected proceeds of the sale of such Collateral Debt Obligations or if each
Person to whom any Collateral Debt Obligations are to be sold does not satisfy any of the foregoing clauses (a), (b)
or (c), then the expected proceeds from the sale of such Collateral Debt Obligations to such Person will be deemed
to be the percentage of the expected proceeds of such sale of the Collateral Debt Obligations set forth in the
applicable column of the table below based upon the period of time between the certification and the expected date
of sale.
For purposes of determining the expected proceeds from a sale for purposes of the immediately preceding
paragraph, the expected proceeds will be deemed to be (x) the Market Value of the Eligible Investments and, if
Collateral Debt Obligations are to be sold on the Business Day of the certification, the Market Value of the
Collateral Debt Obligations or (y) the percentage of the Market Value of the Collateral Debt Obligations set forth in
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