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

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Interest will cease to accrue on each Note or, in the case of a partial repayment of principal, on such part, from<br />

the date of repayment or Stated Maturity unless payment of principal is improperly withheld or unless a default is<br />

otherwise made with respect to such payments.<br />

"LIBOR" for each Interest Accrual Period with respect to any Class of Notes will be determined by the Trustee<br />

under the Indenture acting in the capacity of calculation agent (the "LIBOR Calculation Agent") in accordance with<br />

the following provisions (with the result in each case being rounded to the nearest 0.00001%):<br />

(1) On the second LIBOR Business Day prior to the commencement of an Interest Accrual Period (each<br />

such day, a "LIBOR Determination Date"), LIBOR will equal the rate, as obtained by the LIBOR Calculation<br />

Agent from Bloomberg Financial Markets Commodities News or any successor thereto, for U.S. dollar deposits<br />

in Europe of the LIBOR Period that appears on Dow Jones Telerate Page 3750 (as defined in the International<br />

Swaps and Derivatives Association, Inc. 1991 Definitions), or such other page as may replace such Page 3750<br />

(for the purpose of displaying comparable rates), as of 11:00 a.m. (London time) on such LIBOR Determination<br />

Date.<br />

(2) If, on any LIBOR Determination Date, such rate does not appear on Dow Jones Telerate Page 3750 as<br />

reported on Bloomberg Financial Market Commodities News or such other page as may replace such Page 3750<br />

(for the purpose of displaying comparable rates), the LIBOR Calculation Agent will determine the arithmetic<br />

mean of the offered quotations of the Reference Banks to leading banks in the London interbank market for<br />

U.S. dollar deposits in Europe of the LIBOR Period in an amount determined by the LIBOR Calculation Agent<br />

by reference to requests for quotations as of approximately 11:00 a.m. (London time) on the LIBOR<br />

Determination Date made by the LIBOR Calculation Agent to the Reference Banks. If, on any LIBOR<br />

Determination Date, at least two of the Reference Banks provide such quotations, LIBOR will equal the<br />

arithmetic mean of such quotations. If, on any LIBOR Determination Date, only one or none of the Reference<br />

Banks provides such quotations, LIBOR will be deemed to be the arithmetic mean of the offered quotations that<br />

leading banks in the City of New York selected by the LIBOR Calculation Agent (after consultation with the<br />

Collateral Manager) are quoting on the relevant LIBOR Determination Date for U.S. dollar deposits in Europe<br />

of the LIBOR Period in an amount determined by the LIBOR Calculation Agent by reference to the principal<br />

London offices of leading banks in the London interbank market; provided that, if the LIBOR Calculation<br />

Agent is required but is unable to determine a rate in accordance with at least one of the procedures provided<br />

above, LIBOR will be LIBOR as determined on the previous LIBOR Determination Date.<br />

"LIBOR Period" means: (i) the period specified in the Indenture when used in conjunction with LIBOR, as in<br />

the phrase "three-month LIBOR"; or (ii) if no such period is specified, three months.<br />

"Reference Banks" means four major banks in the London interbank market selected by the LIBOR Calculation<br />

Agent. "LIBOR Business Day" means a day on which commercial banks are open for business (including dealings<br />

in foreign exchange and foreign currency deposits) in London.<br />

As soon as possible after 11:00 a.m. (London time) on each LIBOR Determination Date, but in no event later<br />

than 11:00 a.m. (London time) on the Business Day immediately following each LIBOR Determination Date, the<br />

LIBOR Calculation Agent will calculate the interest rate for the next Interest Accrual Period in respect of each Class<br />

of Notes and the amount of interest for such Interest Accrual Period payable in respect of each U.S.$100,000<br />

principal amount of Notes of such Class (the "Interest Amount") (rounded to the nearest cent, with half a cent being<br />

rounded upward) for the related Distribution Date and will communicate such rates and amounts to the Co-Issuers,<br />

the Trustee, any Paying Agents, DTC, Euroclear, Clearstream-Luxembourg, the Collateral Manager and, so long as<br />

any Notes are listed on the <strong>Irish</strong> <strong>Stock</strong> <strong>Exchange</strong>, to that exchange.<br />

The Trustee will act as the initial LIBOR Calculation Agent for each Class of Notes. The LIBOR Calculation<br />

Agent may be removed by the Co-Issuers at any time. If the LIBOR Calculation Agent is unable or unwilling to act<br />

as such or is removed by the Co-Issuers, the Co-Issuers will promptly appoint as a replacement LIBOR Calculation<br />

Agent the London office of a leading bank that is engaged in transactions in Eurodollar deposits in the international<br />

Eurodollar market and that does not control or is not controlled by or under common control with the Co-Issuers or<br />

their affiliates. The LIBOR Calculation Agent may not resign its duties without a successor having been duly<br />

appointed and, upon such appointment, the successor shall promptly inform each Hedge Counterparty of such<br />

appointment. The LIBOR Calculation Agent's determination of the interest rate and Interest Amount applicable to<br />

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