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

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

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Criteria are satisfied. If, however, at the time of sale the Collateral Manager is not required to and has not identified<br />

Collateral Debt Obligations for purchase, Principal Proceeds may be reinvested in Eligible <strong>Investment</strong>s (to be<br />

credited to the Principal Collection Account), pending reinvestment in Collateral Debt Obligations.<br />

Notwithstanding the foregoing provisions, (A) cash on deposit in the Collection Accounts may be invested in<br />

Eligible <strong>Investment</strong>s pending investment in Collateral Debt Obligations and (B) if an Event of Default shall have<br />

occurred and be continuing, no Collateral Debt Obligation may be acquired unless it was the subject of a<br />

commitment entered into by the Issuer prior to the occurrence of such Event of Default.<br />

The Issuer, at the direction of the Collateral Manager, may from time to time purchase Non-USD Debt<br />

Obligations in accordance with the requirements of the Indenture; provided, that, on or promptly after the date of<br />

each such purchase, the Issuer, at the direction of the Collateral Manager, will enter into one or more Currency<br />

Hedges that satisfies the Currency Hedge Requirements with respect to such Non-USD Debt Obligation. The costs<br />

(if any) of the entry into each Currency Hedge in connection with the purchase of a Non-USD Debt Obligation will<br />

be paid out of Principal Proceeds and will be considered part of the purchase price of the related Non-USD Debt<br />

Obligation.<br />

Accounts<br />

The Trustee will, on the Closing Date, establish the following segregated trust accounts and subaccounts which<br />

will be held in the name of the Trustee for the benefit of the Secured Parties, the Replacement Swap Counterparty (if<br />

applicable) and the Swap Counterparty (it being understood that the Issuer will have the right to allocate any<br />

additional funds received by it, which funds (upon receipt) do not constitute proceeds from the sale of the Notes,<br />

Collateral, any proceeds from the sale, liquidation or exchange of Collateral or share capital, to any account in its<br />

sole discretion and to treat such funds as Interest Proceeds and/or Principal Proceeds, as elected by the Collateral<br />

Manager):<br />

Interest Collection Account<br />

All distributions on the Collateral Debt Obligations and any proceeds received from the disposition of any such<br />

Collateral Debt Obligations to the extent such distributions or proceeds constitute Interest Proceeds will be remitted<br />

to a single, segregated account established and maintained under the Indenture by the Trustee (the "Interest<br />

Collection Account"). The Trustee will credit to the Interest Collection Account (A) all Interest Proceeds and<br />

(B) any other Interest Proceeds not specifically identified for application elsewhere in the Indenture.<br />

The Collateral Manager on behalf of the Issuer may, by Issuer Order, direct the Trustee to, and upon receipt of<br />

such Issuer Order the Trustee will, on any Business Day during a Due Period transfer an amount equal to the<br />

Administrative Expenses out of the Interest Collection Account, at the sole discretion of the Collateral Manager, and<br />

deposit such amount into the Expense Account in accordance with the requirements of such Issuer Order; provided<br />

that the aggregate of such expenditures during such period will not exceed the Administrative Expense Cap for the<br />

related Distribution Date. The amount of such Administrative Expenses will be immediately paid from the Expense<br />

Account.<br />

In addition, the Collateral Manager may, in its discretion, by Issuer Order direct the Trustee to, and upon receipt<br />

of such Issuer Order the Trustee will, on any Business Day during a Due Period withdraw or apply funds on deposit<br />

in, or otherwise to the credit of, the Interest Collection Account for the purchase of accrued interest in connection<br />

with the purchase by the Issuer of any Substitute Collateral Debt Obligation in accordance with the terms and<br />

conditions set forth in "Security for the Notes—Substitute Securities and Reinvestment Criteria."<br />

On the Business Day prior to the first Determination Date (or, upon the Trustee's receipt of an Issuer Order, on<br />

an earlier Business Day designated by the Issuer), the Trustee will transfer to the Principal Collection Account as<br />

Principal Proceeds an amount of the Interest Proceeds on deposit in the Interest Collection Account, which amount<br />

represents interest received in respect of Collateral Debt Obligations owned by the Issuer on the Closing Date<br />

(including accrued interest received by the Issuer in connection with a Sale of any such Collateral Debt Obligation)<br />

to the extent that such interest was accrued and unpaid as of the Closing Date (whether or not such interest is<br />

actually received by the Issuer).<br />

87

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