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

Manager, the resigning or removed Collateral Manager may petition any court of competent jurisdiction for the
appointment of a successor Collateral Manager without the approval of the holders of the Notes.
The Collateral Manager will not be permitted to delegate or assign its rights or responsibilities under the
Collateral Management Agreement without the consent of the Issuer and a Majority of the Preferred Shares
(excluding any Preferred Shares owned by the Collateral Manager or any affiliate of the Collateral Manager);
provided that any successor to the Collateral Manager by way of merger, conversion, consolidation or acquisition of
all or substantially all of the Collateral Manager's portfolio management business will be the successor Collateral
Manager under the Collateral Management Agreement automatically and immediately upon such merger,
conversion, consolidation or acquisition and the Collateral Manager may assign its rights and delegate its
responsibilities under the Collateral Management Agreement to an Affiliate of the Collateral Manager without the
consent of the Issuer, or any holder of Notes or Preferred Shares, provided, however, that such Affiliate has
demonstrated the ability to professionally and competently perform the duties imposed under the Collateral
Management Agreement with a substantially similar level of expertise as the initial Collateral Manager. A change
of control (within the meaning of the Advisers Act) with respect to the Collateral Manager will not constitute an
assignment or delegation for the foregoing purpose.
No provision of the Collateral Management Agreement may be changed, waived, discharged or terminated
orally, but only by an instrument in writing signed by the Issuer and the Collateral Manager; provided that any
amendment that affects the rights and obligations of a Collateral Manager that has resigned or been removed will
also require the written consent of such Collateral Manager; provided, further, that neither the Issuer nor the
Collateral Manager will enter into any agreement amending, modifying or terminating the Collateral Management
Agreement (other than in respect of an amendment or modification of the type that may be made to the Indenture
without the consent of any holder of Notes), without notifying each Rating Agency thereof and (a) until each Rating
Agency has confirmed that it will not reduce or withdraw the rating assigned by it on the Closing Date to any Class
of Notes with respect thereto and (b) unless such amendment or modification would not adversely affect the rights
of the holders of the Preferred Shares, the consent of a Majority of the Preferred Shares.
The duties and obligations of the Collateral Manager are solely those of Octagon and will not be guaranteed by
any entity that owns or is otherwise affiliated with Octagon. The Notes do not represent an interest in or obligations
of, and are not insured or guaranteed by Octagon or any entity that owns or is otherwise affiliated with Octagon.
Affiliate Transactions
The Collateral Management Agreement will provide that, except as provided in clauses (a) through (e) below
and by applicable law, the Collateral Manager will not cause the Issuer (i) in the event that, and for so long as, the
Collateral Manager is a JPMorgan Chase affiliate, to engage in transactions with JPMorgan Chase affiliates with
respect to securities (including Collateral Debt Obligations) or (ii) to purchase securities (including Collateral Debt
Obligations) from or sell securities (including Collateral Debt Obligations) to any account or portfolio for which the
Collateral Manager or any of its affiliates serves as investment advisor or any other affiliate of the Collateral
Manager, without, in each case, the prior approval of the Issuer, but subject to certain terms and conditions set forth
in the Collateral Management Agreement, acting for this purpose at the direction or with the approval of a Majority
of the Preferred Shares (excluding Preferred Shares owned by the Collateral Manager or any affiliate of the
Collateral Manager) and to the extent permitted by applicable law. Notwithstanding the foregoing, to the extent
permitted by applicable law, the Collateral Manager may cause the Issuer to:
(a) purchase Collateral Debt Obligations or Eligible Investments from JPMorgan Chase affiliates (other than
Specified Octagon Affiliates) in connection with the primary syndication or underwriting of such Collateral Debt
Obligations, provided that, in each case, (i) such purchase is made on the same terms as are, to the knowledge of the
Collateral Manager, offered to and contemporaneously purchased at least 51% in principal amount by third parties in
connection with the syndication or underwriting of such Collateral Debt Obligations or Eligible Investments and
(ii) after giving effect to such purchase, the Issuer may not own more than 33-1/3% in principal amount of such
Collateral Debt Obligations or Eligible Investments;
(b) acquire interests in Collateral Debt Obligations or Eligible Investments from JPMorgan Chase affiliates
(other than Specified Octagon Affiliates) in secondary market transactions, in each case for a price no greater than
fair market value, as determined on the basis of "ask" quotes obtained from an Approved Source or, in the case of
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