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

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the Collateral Management Agreement, and (C) with respect to the waiver of any Event of Default under the<br />

Indenture which resulted primarily from an action taken or failed to be taken by the Collateral Manager.<br />

Notices<br />

Notices to the holders of the Notes will be given by first-class mail, postage prepaid, or electronically<br />

transmitted to the registered holders of the Notes at their addresses appearing in the register maintained in respect of<br />

the Notes or, if so requested, via facsimile. In addition, for so long as any Notes are listed on the <strong>Irish</strong> <strong>Stock</strong><br />

<strong>Exchange</strong> and the rules thereof so require, notices will be published via the Company Announcement Office of the<br />

<strong>Irish</strong> <strong>Stock</strong> <strong>Exchange</strong> or as otherwise required by the rules of the <strong>Irish</strong> <strong>Stock</strong> <strong>Exchange</strong>. Notwithstanding the<br />

foregoing, in the case of Notes in global form, there may be substituted for such mailing the delivery of the relevant<br />

notice to DTC for communication by such clearing agency to the holders of interests in the relevant Note in global<br />

form, as applicable.<br />

Modification of Indenture<br />

Subject to the receipt of a Rating Confirmation with respect thereto, without the consent of the holders of any<br />

Notes or Preferred Shares, but with the prior written consent of the Collateral Manager (if such supplemental<br />

indenture would reduce the rights, decrease the fees or increase the obligations of the Collateral Manager, otherwise<br />

impose greater duties or liabilities on the Collateral Manager or affect its rights or obligations) or any former<br />

Collateral Manager (if such supplemental indenture would change any provision hereof entitling such former<br />

Collateral Manager to any fee or other amount payable to it under the Indenture so as to reduce or delay the right of<br />

such former Collateral Manager to such payment), the Co-Issuers, when authorized by board resolutions, each<br />

Hedge Counterparty and the Trustee, at any time and from time to time, may enter into one or more indentures<br />

supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:<br />

(a) to evidence the succession of another Person to the Issuer or the Co-Issuer and the assumption by<br />

any such successor Person of the covenants of the Issuer or the Co-Issuer in the Indenture and in the Notes<br />

pursuant to the Indenture;<br />

(b) to add to the covenants of the Co-Issuers or the Trustee for the benefit of the Secured Parties or to<br />

surrender any right or power herein conferred upon the Co-Issuers;<br />

(c) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee for the benefit<br />

of the Secured Parties;<br />

(d) to evidence and provide for the acceptance of appointment under the Indenture by a successor<br />

Trustee and to add to or change any of the provisions of the Indenture as shall be necessary to facilitate the<br />

administration of the trusts under the Indenture by more than one Trustee pursuant to the requirements of the<br />

Indenture;<br />

(e) to correct or amplify the description of any property at any time subject to the lien of the<br />

Indenture, or to better assure, convey and confirm unto the Trustee any property subject to or required to be<br />

subjected to the lien of the Indenture (including, without limitation, any and all actions necessary or desirable as<br />

a result of changes in law or regulations) or to subject to the lien of the Indenture any additional property;<br />

(f) to modify the restrictions on and procedures for resale and other transfer of the Notes in<br />

accordance with any change in any applicable law or regulation (or the interpretation thereof) or to enable the<br />

Co-Issuers to rely upon any less restrictive exemption from registration under the Securities Act or the<br />

<strong>Investment</strong> Company Act or to remove restrictions on resale and transfer to the extent not required thereunder;<br />

(g) to correct any inconsistency, defect or ambiguity arising under the Indenture or in connection with<br />

any other Program Document;<br />

(h) to take any action necessary or advisable to prevent the Issuer, the holders of the Notes, or the<br />

Trustee from being subject to withholding or other taxes, fees or assessments or to prevent the Issuer from being<br />

engaged in a United States trade or business for U.S. federal income tax purposes or otherwise subject to U.S.<br />

107

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