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

amounts in the applicable Collection Account that are not required to be distributed pursuant to the Priority of
Payments.
Expense Account
On the Closing Date, there will be credited to the "Expense Account" the amount of approximately
U.S.$2,000,000, which amount will be used to pay upfront fees and expenses at the direction of the Collateral
Manager relating to the transactions contemplated in the Indenture, to the extent not otherwise paid. By the
Determination Date relating to the second Distribution Date, all then remaining funds in the Expense Account will
be deposited in the Collection Accounts as Interest Proceeds and/or Principal Proceeds (in the respective amounts
directed by the Collateral Manager in its discretion). In addition on and after the second Distribution Date amounts
will be deposited into the Expense Account at the discretion of the Collateral Manager in accordance with the
Priority of Payments. By Issuer Order, executed by an Authorized Officer of the Collateral Manager (which may be
in the form of standing instructions), the Issuer will at all times direct the Trustee to, and, upon receipt of such Issuer
Order, the Trustee will, invest all funds received into the Expense Account in Eligible Investments having stated
maturities no later than the last day of the current Due Period and all monies deposited in the Expense Account will
be held by the Trustee as part of the Collateral and will be applied to the purposes provided in the Indenture;
provided that any income earned on amounts deposited in the Expense Account will be deposited in the Interest
Collection Account as Interest Proceeds as it is paid. Amounts on deposit in the Expense Account will be used at
the direction of the Collateral Manager to pay Administrative Expenses.
Swap Collateral Accounts
At any time the Issuer enters into a Swap Agreement, the Collateral Manager will (a) direct the Trustee by
Issuer Order to establish, and the Trustee will establish, a segregated subaccount within the "Trustee Swap Collateral
Account" for each different entity that is a Swap Counterparty, and assets on deposit in each such subaccount will be
held for the benefit of the applicable Swap Counterparty in accordance with the security interests granted in the
Indenture or (b) cause the establishment of a segregated non-interest bearing trust account in respect of such Swap
Agreement at an organization or entity (other than the Trustee) (any such organization or entity, the "Alternative
Swap Collateral Account Bank") organized and doing business under the laws of the United States or of any state
thereof, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at
least U.S.$200,000,000, subject to supervision or examination by federal or state authority, having a rating of at least
"Baa1" by Moody's and at least "BBB+" by Standard & Poor's and having an office within the United States (any
such account, an "Alternative Swap Collateral Account" and collectively with the Trustee Swap Collateral Account,
the "Swap Collateral Accounts"). With respect to any Alternative Swap Collateral Account, the related Swap
Counterparty, except upon maturity of the related Swap Agreement, will have exclusive control over, and the sole
right of withdrawal from, such account in accordance with the applicable Swap Agreement. Upon the Collateral
Manager's direction by Issuer Order to transfer funds from the Principal Collection Account to the applicable Swap
Collateral Account or applicable subaccount in connection with the posting by the Issuer of collateral to secure the
Issuer's obligations under a Swap Agreement (as provided in such Swap Agreement), the Trustee will immediately
transfer such funds into or to the applicable Swap Collateral Account or applicable subaccount. By Issuer Order
executed by an Authorized Officer of the Collateral Manager (which may be in the form of standing instructions),
the Issuer will at all times (x) direct the Trustee, and from and after receipt of such Issuer Order the Trustee will, or
(y) if permitted pursuant to the related Swap Agreement, cause each Alternative Swap Collateral Account Bank to,
invest funds received into the applicable Swap Collateral Account in investments of a type that would qualify as
Eligible Investments maturing on the next Business Day. All interest and other income from such investments
received by the Trustee will be deposited in the Interest Collection Account, whereupon the security interest of any
Swap Counterparty in such interest and other income will be released, any gain realized from such investments will
be credited to the Interest Collection Account and any loss resulting from such investments will be charged to the
Interest Collection Account. On each Business Day, the proceeds received upon maturity or sale of any item of
Swap Collateral in the Swap Collateral Accounts or, if applicable, any subaccount thereof, (A) will be applied by the
Trustee or the related Alternative Swap Collateral Account Bank, as applicable, as directed by the Collateral
Manager on behalf of the Issuer (i) to pay any amounts then owing by the Issuer on any Swap Agreement (or the
related Swap Agreement, in the case of the Alternative Swap Collateral Account) or, in the case of a subaccount,
any Swap Agreement under which the relevant entity is a Swap Counterparty or (ii) upon the exercise by the Issuer
of its termination rights under any such Swap Agreement if the Swap Counterparty has defaulted under such Swap
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