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

Zhen Tao, Associate. Prior to joining Octagon, Ms. Tao covered chemicals and cable/telecom for Trust
Company of the West's CLO Group. Previous to that, Ms. Tao was part of the high yield chemicals research team
and leveraged finance origination team at Deutsche Bank. Ms. Tao holds a B.S. degree in Finance and Information
Systems from the Wharton School at the University of Pennsylvania. Ms. Tao follows credit in the chemical,
healthcare and business services industries.
Thomas A. Connors, Chief Financial & Administrative Officer. Prior to joining Octagon, Mr. Connors was a
Vice President and the Product Controller for the mortgage and asset-backed securities business at Lehman Brothers
Inc., and he held other positions in the new products accounting and financial reporting groups. Prior to that,
Mr. Connors was a Senior Manager in the Audit and Executive Office Divisions at KPMG LLP. Mr. Connors holds
a B.S. degree from St. Peter's College and is a Certified Public Accountant.
THE COLLATERAL MANAGEMENT AGREEMENT
Pursuant to a collateral management agreement between the Issuer and the Collateral Manager (the "Collateral
Management Agreement"), the Collateral Manager will perform certain portfolio management functions, including
without limitation, directing the investment and reinvestment of Collateral Debt Obligations and will perform certain
administrative functions on behalf of the Issuer in accordance with the applicable provisions of the Indenture. The
Collateral Manager will be authorized to supervise and direct the investment, reinvestment and disposition of
Collateral, with full authority and at its discretion (without reference to the Issuer), on the Issuer's behalf and at the
Issuer's risk. Without limiting the foregoing, except under certain limited circumstances, the Collateral Manager
will be authorized to select, and instruct the Trustee with respect to (a) Collateral Debt Obligations and Eligible
Investments to be acquired by the Issuer, (b) Collateral Debt Obligations, Equity Securities and Eligible Investments
to be sold or tendered by the Issuer and (c) the Securities Lending Agreements, if any. The Collateral Management
Agreement will provide that the services performed by the Collateral Manager thereunder will be provided on a nonexclusive
basis.
Compensation
As compensation for its services under the Collateral Management Agreement, the Collateral Manager will be
entitled to receive, subject to and in accordance with "Application of Funds—Priority of Payment", a Base
Collateral Management Fee, a Subordinated Collateral Management Fee and a Collateral Management Incentive
Fee.
The "Base Collateral Management Fee" is a fee that will accrue from the Closing Date and be payable to the
Collateral Manager, if and to the extent funds are available for such purpose in accordance with the Priority of
Payments, in arrears on each Distribution Date in an amount equal to the Base Collateral Management Fee Rate per
annum of the Principal Collateral Value measured as of the first day of the Due Period immediately preceding such
Distribution Date plus the amount of all Base Collateral Management Fees not paid on any previous Distribution
Date; provided that the Base Collateral Management Fee payable on the first Distribution Date will be equal to
0.125% per annum of the Principal Collateral Value measured as of the last day of the first Due Period. The Base
Collateral Management Fee will be calculated on the basis of a 360-day year and the actual number of days elapsed.
The Collateral Manager will also be entitled to receive "Base Collateral Management Fee Interest", which is interest
on any unpaid Base Collateral Management Fee when due (solely as a result of the operation of the Priority of
Payments). Such unpaid Base Collateral Management Fee will bear interest at the rate of three-month LIBOR plus
the Base Collateral Management Fee Rate per annum for the period from (and including) the date on which such
Base Collateral Management Fee is payable through (but excluding) the date of payment thereof. The Base
Collateral Management Fee Interest will be calculated on the basis of a 360-day year and the actual number of days
elapsed. The Base Collateral Management Fee and the Base Collateral Management Fee Interest payable on any
Distribution Date will be payable from Interest Proceeds remaining after payment of certain fees and expenses of the
Issuer but prior to payment of interest on the Notes. To the extent Interest Proceeds are insufficient to pay any
accrued and unpaid Base Collateral Management Fee and the Base Collateral Management Fee Interest payable on
any Distribution Date, the Base Collateral Management Fee and the Base Collateral Management Fee Interest will
be payable from Principal Proceeds available for such purpose as described under "Application of Funds—Priority
of Payments."
116