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

and all other amounts payable under the Indenture with respect to the Notes, will automatically become due and
payable without any declaration or other act on the part of the Trustee or any holder of Notes.
Each Hedge Agreement will provide by its terms that if it is in effect upon a declaration of acceleration of the
Notes it will remain in effect until liquidation of the Collateral has begun and such declaration is no longer capable
of being rescinded or annulled.
If an Event of Default occurs and is continuing when any Notes are outstanding, the Trustee shall retain the
Collateral intact, refrain from liquidating the Collateral, collect and cause the collection of all payments in respect of
the Collateral and continue making payments in the manner described under "Application of Funds—Priority of
Payments" unless, subject to the terms of the Indenture, either (a) the Trustee determines, in consultation with the
Collateral Manager, that the anticipated net proceeds of a sale or liquidation of such Collateral (after deducting the
reasonable expenses of such sale or liquidation) would be sufficient to discharge in full the amounts then due and
unpaid on the Notes for principal and interest and all other amounts then due and payable under "Application of
Funds—Priority of Payments" above, and the Majority of the Controlling Class agrees with such determination or
(b) the holders of at least 66-2/3% of the Aggregate Outstanding Amount of each Class of Notes, voting as a
separate Class, and each Hedge Counterparty direct the sale and liquidation of the Collateral.
The Majority of the Controlling Class will have the right to direct the Trustee in connection with the Event of
Default (with respect to time, method and place) in the conduct of any proceedings for any remedy available to the
Trustee or exercising any trust, right, remedy or power conferred on the Trustee; provided that (i) such direction will
not conflict with any applicable rule of law or with any expressed provisions of the Indenture; (ii) the Trustee may
take any other action deemed proper by the Trustee that is not inconsistent with such direction; (iii) the Trustee has
been provided with security or indemnity reasonably satisfactory to it; and (iv) any direction to undertake a sale of
the Collateral may be made only as described above.
Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default
occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers vested in it
under the Indenture at the request of any holders of any of the Notes unless such holders have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities that might reasonably be incurred by it in
compliance with such request or direction. The Majority of the Controlling Class may, prior to the time a judgment
or decree for the payment of money due has been obtained by the Trustee, on behalf of the holders of all the Notes,
waive any past default and its consequences, except a default in the payment of principal of or interest or other
distributions on or of a covenant, a default arising under clauses (d), (f) or (g) of the definition of Event of Default or
a provision of the Indenture that cannot be modified or amended without the waiver or consent of the holders of
each outstanding Note affected thereby.
No holder of a Note will have the right to institute any proceeding with respect to the Indenture unless (i) such
holder previously has given to the Trustee written notice of a continuing Event of Default, (ii) except in certain cases
of a default in the payment of principal or interest, the holders of at least 25% in Aggregate Outstanding Amount of
the Notes of the Controlling Class have made a written request upon the Trustee to institute such proceedings in
respect of such Event of Default in its own name as Trustee and such holders have offered the Trustee reasonable
indemnity, (iii) the Trustee for 30 days after receipt of such notice, request and offer of indemnity has failed to
institute any such proceeding and (iv) no direction inconsistent with such written request has been given to the
Trustee during such 30 day period by a Majority of the Controlling Class.
In determining whether the holders of the requisite Aggregate Outstanding Amount of Notes have given any
request, demand, authorization, direction, notice, consent or waiver, (i) all accrued and unpaid Class B Deferred
Interest and Class C Deferred Interest will be disregarded and not included in the calculation of Aggregate
Outstanding Amount, (ii) Notes owned by the Issuer, the Co-Issuer or any other obligor upon the Notes or any
affiliate thereof will be disregarded and deemed not to be outstanding and (iii) Notes and Preferred Shares owned or
beneficially owned by the Collateral Manager or any of its affiliates will be disregarded and deemed not to be
outstanding solely in the following cases: (A) with respect to a vote to remove for "cause" the Collateral Manager as
Collateral Manager or any affiliate thereof that is appointed as a replacement collateral manager in accordance with
the terms of the Collateral Management Agreement or the related appointment of a successor collateral manager, (B)
with respect to a vote to consent to the assignment by the Collateral Manager of its rights and responsibilities under
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