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

elevant provisions of the Indenture or to sell or liquidate the Collateral pursuant to the relevant provisions of
the Indenture;
(e) modify any of the provisions of the Indenture with respect to supplemental indentures, except
(x) to increase any required voting percentage of outstanding Notes whose holders' consent is required for such
actions or (y) to provide that certain other provisions of the Indenture (including, without limitation, certain
Events of Default) cannot be modified or waived without the consent of the holder of each outstanding Note
affected thereby;
(f) among other things, modify the Priority of Payments or the definition of the term "Holder,"
"Noteholder," or "Outstanding," or the subordination provisions of the Indenture;
(g)
increase the permitted minimum denominations of the Notes of any Class; or
(h) modify any of the provisions of the Indenture in such a manner as to affect the calculation of the
amount of any payment of interest on or principal of any Note (or, in the case of the Preferred Shares, the
amounts (if any) distributable to such holders on any Distribution Date pursuant to clause (19) and clause (21)
of the allocation of payments described below under "Application of Funds—Priority of Payments—
Distributions of Interest Proceeds" and each of clause (9) and clause (11) of the allocation of payments
described below under "Application of Funds—Priority of Payments—Distributions of Principal Proceeds") or
to affect the rights of the holders of Notes to the benefit of any provisions relating to payments to be made in
respect of or redemption of such Notes contained herein;
provided that no supplemental indenture may reduce the minimum denominations of the Notes.
In addition, with the consent of the Majority of the Preferred Shares delivered to the Trustee, the Co-Issuers and
the Collateral Manager, the Trustee and the Co-Issuers may enter into one or more supplemental indentures (i) in
connection with an Optional Redemption effected through a Redemption by Refinancing involving the issuance of
additional notes, to accommodate the issuance of such additional notes and to establish the terms thereof or (ii) in
connection with an Optional Redemption effected by a Redemption by Refinancing involving secured loans, to
accommodate borrowings under such secured loans and to establish the terms thereof; provided that, if a
supplemental indenture is entered into in connection with the issuance of additional notes or incurrence of secured
loans related to a Redemption by Refinancing, such supplemental indenture shall not be effective unless each of the
Rating Agencies has (a) if additional notes are issued in substantially the same capital structure as the Notes issued
on the Closing Date, confirmed in writing that such supplemental indenture will not result in a reduction or
withdrawal of the then current rating of any Class of Notes or (b) in any other case, provided a rating to the
additional notes to be issued or the secured loans to be incurred as agreed upon by the investors in such Redemption
by Refinancing.
The Trustee will not enter into any such supplemental indenture of the type contemplated by the immediately
preceding paragraph without first receiving a Rating Confirmation with respect thereto, unless each holder of the
Notes and the Collateral Manager have, after notice that a Rating Confirmation with respect thereto is not being
received, consented to such supplemental indenture. Unless notified by a Majority of any Class of Notes (after prior
written notice of the form and substance of the proposed supplemental indenture) that each such Class of Notes will
be adversely or materially adversely affected, as applicable, the Trustee will be entitled to rely as to the effect of
such supplemental indenture on the economic interests of the holders of Notes, on (x) the satisfaction of the
conditions, if any, of the Rating Agencies to their respective Rating Confirmation and/or (y) written certification of
the Collateral Manager as to the effect of such supplemental indenture on the economic interests of the holder of the
Notes. Such determination will be conclusive and binding on all present and future holders of the Notes. The
Trustee will not be liable for any such determination made in good faith and in reliance in good faith upon a Rating
Confirmation as described in clause (x) of the preceding sentence or the certification of the Collateral Manager as
described in clause (y) of the preceding sentence.
At the cost of the Co-Issuers, the Trustee will provide to the Program Parties, the Rating Agencies and to the
Preferred Share Paying Agent (for forwarding to the holders of the Preferred Shares) a copy of any proposed
supplemental indenture at least ten Business Days prior to the execution thereof by the Trustee and a copy of the
executed supplemental indenture after its execution (except to the extent that a period shorter than such ten-Business
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