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

or bad faith on its part, arising out of or in connection with the acceptance or administration of the Indenture. In the
Indenture, the Trustee will agree not to cause the filing of a petition in bankruptcy against the Issuer for nonpayment
to the Trustee of amounts payable thereunder until at least one year and one day, or if longer, the applicable
preference period then in effect, after the payment in full of all of the Notes. The Trustee may resign at any time by
providing 60 days' prior written notice to the other Program Parties and the Rating Agencies. The Trustee may be
removed at any time by a Majority of the Controlling Class (with the consent of the Collateral Manager (such
consent of the Collateral Manager not to be unreasonably withheld)), upon notice delivered to the Rating Agencies
and each Hedge Counterparty or, in certain circumstances set forth in the Indenture, by order of a court of competent
jurisdiction. The Trustee may be removed at any time (i) when an Event of Default shall have occurred and be
continuing or (ii) when a successor Trustee has been appointed pursuant to the Indenture, in either case, by a
Majority of the Controlling Class. No resignation or removal of the Trustee and no appointment of a successor
Trustee will become effective until the acceptance of appointment of a successor Trustee. Promptly after such
removal of the Trustee and such appointment of the successor Trustee, the Co-Issuers must transmit notices of such
removal and appointment of a successor Trustee to the holders of the Notes, the Collateral Manager, each Rating
Agency, each Hedge Counterparty and the Preferred Share Paying Agent.
If the Trustee resigns, is removed or becomes incapable of acting, or if a vacancy occurs in the office of the
Trustee for any reason, the Co-Issuers, by Issuer Order and with the consent of the Collateral Manager and each
Hedge Counterparty, will promptly appoint a successor Trustee. If the Co-Issuers fail to appoint a successor Trustee
within 30 days after such resignation, removal or incapability or the occurrence of such vacancy, a successor Trustee
may be appointed by act of a Majority of the Controlling Class. The successor Trustee so appointed will, forthwith
upon its acceptance of such appointment, become the successor Trustee and supersede any successor Trustee
proposed by the Co-Issuers. If no successor Trustee has been so appointed by the Co-Issuers or a Majority of the
Controlling Class and have accepted appointment in the manner described in the Indenture, any holder of Notes
may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee.
Events of Default
An "Event of Default" is defined in the Indenture as any one of the following events:
(a) default in the payment of any interest in respect of any Class A Notes or, if no Class A Notes are
outstanding, any Class B Notes or, if no Class A Notes or Class B Notes are outstanding, any Class C Notes
when the same becomes due and payable, which default shall continue for a period of five Business Days;
(b) default in the payment of principal of any Note when the same becomes due and payable (whether at
the Stated Maturity of such Note or Redemption Date or otherwise);
(c) failure on any Distribution Date to disburse amounts available in the Payment Account in accordance
with the Priority of Payments (other than as provided in clause (a) or (b) above), and continuation of any such
failure for a period of five Business Days;
(d) either of the Co-Issuers or the pool of Collateral becomes an investment company required to be
registered under the 1940 Act (unless such requirement is eliminated within 30 days to the extent permitted
under applicable law);
(e) default in the performance, or material breach, of any other covenant or other agreement of the Issuer
or the Co-Issuer in the Indenture (other than (i) default in the performance, or breach, of (A) a covenant or other
agreement the default, performance or breach of which is elsewhere in this section or in the Indenture
specifically dealt with or (B) a covenant or other agreement the remedy for a default or breach of which is
specifically dealt with in the Indenture, or (ii) for the avoidance of doubt, failure to comply with or satisfy any
of the Collateral Quality Tests, the Coverage Tests, the Reinvestment Overcollateralization Test or the Portfolio
Profile Test), or the failure of any representation or warranty of the Issuer or the Co-Issuer made in the
Indenture or in any certificate or other writing delivered pursuant thereto or in connection therewith to be
correct in any material respect when the same shall have been made, which default, breach or failure would
have a material adverse effect on the holders of any Class of Notes, and in each case the continuation of such
default, breach or failure for a period of 30 days after notice thereof shall have been given by registered or
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