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

(l) either (i) is issued by an entity that is treated as a corporation that is not a United States real property
holding corporation as defined in Section 897(c)(2) of the Code for U.S. federal income tax purposes, (ii) is
treated as indebtedness for U.S. federal income tax purposes, or (iii) with respect to which the Issuer has
received advice from Milbank, Tweed, Hadley & McCloy LLP or an opinion of another nationally recognized
U.S. tax counsel experienced in such matters to the effect that the acquisition, ownership or disposition of such
security will not cause the Issuer to be treated as engaged in a trade or business within the United States for U.S.
federal income tax purposes or otherwise subject the Issuer to U.S. federal, state or local income or franchise
tax on a net income basis;
(m) except for Zero-Coupon Securities or Step-Up Coupon Securities, provides for periodic payments of
interest thereon in cash no less frequently than semi-annually;
(n) if a Structured Finance Security, such Structured Finance Security may not be a security whose
repayment is subject to substantial non-credit related risk as determined by the Collateral Manager in its
reasonable business judgment (provided that catastrophe bonds, hurricane bonds, market value collateralized
debt obligations and "future-flow" securities will, for the avoidance of doubt, but without limitation, be deemed
to be securities whose payments is subject to substantial non-credit related risk);
(o) is not a lease (other than a Finance Lease);
(p) is not (i) a Deferred Interest Asset or (ii) Margin Stock;
(q) does not mature or have a final mandatory redemption date more than two years following the Stated
Maturity of the Notes; and
(r) is (i) denominated in U.S. dollars or (ii) a Non-USD Debt Obligation;
provided that (i) the entity selling a Collateral Debt Obligation that is a Participation interest will be (a) a financial
institution organized under the laws of the United States or any state thereof or (b) a financial institution organized
under the laws of a jurisdiction other than the United States or any state thereof but located (or has a branch that is
located) in the United States, and (ii) the credit risk profile of any Collateral Debt Obligation that is a certificate of
beneficial interest in an equipment trust that has the general characteristics of a debt obligation and is treated as a
debt obligation for U.S. federal income tax purposes (A) will be substantially similar to the credit risk profile that
would otherwise have existed had the instrument instead been a debt obligation, (B) the obligor or the obligation in
respect thereof will have an underlying Moody's rating and an underlying Standard & Poor's rating and (C) the
obligor in respect thereof will be principally located in the United States; provided, further, that a Non-USD Debt
Obligation may not be purchased by the Issuer unless a Currency Hedge with a notional amount equal to the
outstanding principal amount of such Non-USD Debt Obligation is entered into by the Issuer at the direction of the
Collateral Manager on or prior to the relevant settlement date.
Notwithstanding the foregoing, the term Collateral Debt Obligation will not include:
(i) any obligation that requires the Issuer to make additional or future advances (other than in the case of
a Delayed Draw Term Loan, a Revolving Credit Facility or a Synthetic Security);
(ii) any Eligible Investments; and
(iii) any Hedge Agreements.
In addition, the term Collateral Debt Obligations will include:
(i) any Swap Collateral as to which the lien of the related Synthetic Security Counterparty has been
released following the termination of a Synthetic Security; provided that such Swap Collateral satisfied the
criteria for Collateral Debt Obligation at the time of the commitment to purchase; and
(ii) a Deliverable Obligation that satisfies the criteria for inclusion as a Collateral Debt Obligation
delivered to the Issuer pursuant to a Swap Agreement; provided that, in the event such Obligation does not
qualify as a Collateral Debt Obligation, it shall be accepted by the Issuer and deemed to be an Equity Security.
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