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

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(c) unless a Majority of the Controlling Class shall have consented to such sale: (1) the Moody's rating of the Class A-1 Notes and the Class A-2 Notes has not been withdrawn or reduced by Moody's by one or more rating subcategories below the Moody's rating of the Class A-1 Notes and the Class A-2 Notes, respectively, on the Closing Date (unless it subsequently has been upgraded or reinstated to at least the rating assigned on the Closing Date); and (2) the Moody's rating of the Class B Notes and the Class C Notes has not been withdrawn or reduced by Moody's by two or more rating subcategories below the Moody's rating of the Class B Notes and the Class C Notes, respectively, on the Closing Date (unless it subsequently has been upgraded or reinstated to at least one rating subcategory below the rating assigned on the Closing Date). Notwithstanding the above but subject to the Indenture, the Collateral Manager on behalf of the Issuer may direct the Trustee in writing to sell, and the Trustee will so sell in the manner so directed, Collateral Debt Obligations without regard to the foregoing limitations in the event of an Optional Redemption or Tax Redemption. The Collateral Manager on behalf of the Issuer may at any time direct the Trustee in writing to sell, and the Trustee will so sell in the manner so directed, any Credit Risk Obligation. Following any such sale that occurs during the Reinvestment Period, (A) the Collateral Manager on behalf of the Issuer will use commercially reasonable efforts to purchase, with the resulting portion of the Sale Proceeds that constitute Principal Proceeds, together with, at the Collateral Manager's discretion, any funds in the Principal Collection Account, no later than 30 Business Days after such Credit Risk Obligation is sold, one or more Substitute Collateral Debt Obligations having an Aggregate Principal Balance no less than such resulting Principal Proceeds, and any Sales Proceeds (excluding Sales Proceeds that constitute Interest Proceeds) remaining after such reinvestment will be deposited in the Principal Collection Account; provided that the use of commercially reasonable efforts shall not require the Collateral Manager to purchase any Substitute Collateral Debt Obligation the purchase of which is not, in its reasonable business judgment, in the best interests of the holders of the Notes; and (B) after giving effect to such sale and to the purchase of Substitute Collateral Debt Obligations, the Reinvestment Criteria must be satisfied. During the Reinvestment Period, the Collateral Manager on behalf of the Issuer may direct the Trustee in writing to sell, and the Trustee will so sell in the manner so directed, a Credit Improved Obligation if the Collateral Manager reasonably believes in good faith and in the exercise of commercially reasonable business judgment that the resulting Principal Proceeds portion of Sale Proceeds will be reinvested within 60 Business Days of the receipt of the Sale Proceeds of such Credit Improved Obligation in one or more Substitute Collateral Debt Obligations; provided that such sale can be made in compliance with the Indenture and reinvestment can be made in compliance with the Reinvestment Criteria; provided, further, that if the Class C Overcollateralization Ratio is less than 108.67% or the Standard & Poor's CDO Monitor Test is not satisfied after giving effect to such contemplated reinvestment, such Substitute Collateral Debt Obligation or Substitute Collateral Debt Obligations shall have an Aggregate Principal Balance at least equal to 100% of the Principal Balance of such Credit Improved Obligation. Notwithstanding anything to the contrary set forth in the Indenture, the Issuer will have the right to effect any transaction that has been consented to by the holders of Notes evidencing 100% of the Aggregate Outstanding Amount of each Class of Notes and each holder of a Preferred Share, and of which each Rating Agency has been notified in writing at least ten Business Days prior to such date; provided that in no event shall the Issuer acquire or hold any security, obligation or other asset the acquisition, ownership or disposition of which would cause the Issuer to be engaged in a U.S. trade or business for U.S. federal income tax purposes or subject the Issuer to net income tax in any jurisdiction. During the period commencing on the Effective Date and ending on the last day of the Reinvestment Period, the Collateral Manager may cause (and the Trustee shall release) funds on deposit in the Principal Collection Account to be reinvested in new Collateral Debt Obligations (the "Substitute Collateral Debt Obligations") if, immediately after giving effect to such reinvestment, the following criteria (the "Reinvestment Criteria") are satisfied: (a) the Substitute Collateral Debt Obligation satisfies the definition of Collateral Debt Obligation; 83
(b) the Overcollateralization Tests are satisfied, or if immediately prior to such acquisition an Overcollateralization Test was not satisfied, the relevant Overcollateralization Ratio is maintained or improved after giving effect to such acquisition; (c) the Interest Coverage Tests are satisfied or, if immediately prior to such acquisition an Interest Coverage Test was not satisfied, the relevant Interest Coverage Ratio is maintained or improved after giving effect to such acquisition; (d) the Collateral Quality Tests are satisfied or if, immediately prior to such acquisition, any Collateral Quality Test was not satisfied, the extent of compliance with such Collateral Quality Test is maintained or improved after giving effect to such acquisition; provided that the Weighted Average Spread Test need not be satisfied, or the extent of compliance with such test need not be maintained or improved, in the case of a reinvestment of Principal Proceeds received in connection with the refinancing of a Collateral Debt Obligation within five Business Days of the Issuer's receipt of such Principal Proceeds in a Substitute Collateral Debt Obligation issued by the issuer (or its successor by merger, conversion or consolidation) of the Collateral Debt Obligation so refinanced so long as (I) the Spread of such Substitute Collateral Debt Obligation is lower than the Spread of the Collateral Debt Obligation so refinanced, (II) the priority in right of payment and in right of collateral of such Substitute Collateral Debt Obligation is the same as or higher than the priority in right of payment and in right of collateral of the Collateral Debt Obligation so refinanced, (III) Moody’s shall have upgraded or put on watch for possible upgrade the rating assigned by it to the Collateral Obligation so refinanced within 60 days prior to receipt of such Principal Proceeds, (IV) the Moody's Rating of such Substitute Collateral Debt Obligation is not lower than the Moody's Rating of the Collateral Debt Obligation so refinanced and (V) the Standard & Poor's Rating of such Substitute Collateral Debt Obligation is not lower than the Standard & Poor's Rating of the Collateral Debt Obligation so refinanced; (e) except in connection with the reinvestment of Sale Proceeds in respect of any Defaulted Obligation, Equity Security or Credit Risk Obligation, if the Class A-1 Loss Differential, the Class A-2 Loss Differential, the Class B Loss Differential or the Class C Loss Differential is less than zero, the Standard & Poor's CDO Monitor Test is satisfied; (f) if such acquisition shall occur after the Effective Date, each applicable requirement of the Portfolio Profile Test is satisfied or, if immediately prior to such acquisition, any such requirement was not satisfied, the extent of compliance with such requirement is maintained or improved after giving effect to such acquisition; and (g) the procedures set forth in the Indenture relating to the perfection of the Trustee's security interest in the Substitute Collateral Debt Obligation or Substitute Collateral Debt Obligations have been complied with to the extent required to be complied with through the date of such acquisition. No investment will be made in Collateral Debt Obligations after the termination of the Reinvestment Period, except that the Issuer may reinvest (i) Unscheduled Principal Payments and (ii) Sale Proceeds of Credit Risk Obligations and Credit Improved Obligations in Collateral Debt Obligations (and may use Interest Proceeds to pay for the portion of the purchase price of any Collateral Debt Obligation so purchased that is allocable to accrued interest) subject to the satisfaction of the Reinvestment Criteria and the following conditions (collectively, the "Additional Reinvestment Conditions"): (i) no Event of Default has occurred or is continuing; (ii) the Aggregate Principal Balance of the Substitute Collateral Debt Obligation or Substitute Collateral Debt Obligations is no greater than, (A) in the case of Unscheduled Principal Payments, the Aggregate Principal Balance of the Collateral Debt Obligation that was the source of such Unscheduled Principal Payments (or, in the case of Unscheduled Principal Payments that are partial prepayments, no greater than the amount of such Unscheduled Principal Payments) or (B) in the case of Sale Proceeds, the Aggregate Principal Balance of the sold Collateral Debt Obligation (less any Currency Hedge Termination Payment associated with any related Currency Hedge); 84
Page 1 and 2:
Offering Subject Memorandum to Comp
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subsequent transferee will be requi
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ACCORDANCE WITH PART 6D.2 OF THE CO
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NOTICE TO RESIDENTS IN THE PROVINCE
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MUTUAL FUNDS, PORTFOLIO INVESTMENT
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THE OFFERED SECURITIES HAVE NOT BEE
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BENEFICIAL OWNERS OF SUCH OFFERED S
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Shares, the Issuer under the Prefer
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TABLE OF CONTENTS SUMMARY OF TERMS
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CAYMAN ISLANDS TAX CONSIDERATIONS..
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Issuer: ...........................
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Interest Reserve Account (to be app
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Counterparties as it may elect in i
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United States or any state thereof
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(iii) such calculation will not inc
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The "Reinvestment Overcollateraliza
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The foregoing descriptions are summ
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(z) Not more than the percentage of
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the proceeds of such sale may be re
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(v) the Weighted Average Rating Fac
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(6) to the payment of accrued and u
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(4) to the payment of the amounts r
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RISK FACTORS An investment in the O
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To the extent the requirements unde
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Preferred Shares. In the event of a
Page 51 and 52: Investments of the Issuer in securi
Page 53 and 54: Controlling Class are entitled to d
Page 55 and 56: the ability of the Co-Issuers to op
Page 57 and 58: Agency in rating the Notes or any r
Page 59 and 60: not directly benefit from the colla
Page 61 and 62: circumstances, the loaned Collatera
Page 63 and 64: Securities are entitled to vote, in
Page 65 and 66: As part of their regular business,
Page 67 and 68: Declaration of Trust). It is not an
Page 69 and 70: Carrie Bunton, Vice President Carri
Page 71 and 72: any Notes for any Interest Accrual
Page 73 and 74: Withholding Tax Obligations, in eac
Page 75 and 76: Payments on the Offered Securities
Page 77 and 78: state of the United States or any o
Page 79 and 80: payments except the portion thereof
Page 81 and 82: Intermediary; and (ii) all other ac
Page 83 and 84: Payment Sequence or (y) if, on the
Page 85 and 86: payment of all amounts due from the
Page 87 and 88: In order to ensure that the Issuer
Page 89 and 90: 3.0% Any of Greece, Italy or Portug
Page 91 and 92: assigning Selling Institution shoul
Page 93 and 94: The Class B Interest Coverage Test
Page 95 and 96: Minimum Diversity Score Maximum Wei
Page 97 and 98: Rating/Minimum Spread/Maximum WAL M
Page 99 and 100: Moody's Recovery Rate for All Other
Page 101: emaining for the payment of the Cla
Page 105 and 106: The "Required Sale Date" means, (a)
Page 107 and 108: Principal Collection Account All pr
Page 109 and 110: Agreement, or if any such Swap Agre
Page 111 and 112: Account will be utilized to purchas
Page 113 and 114: transfer of such amounts (except fo
Page 115 and 116: (y) replace itself under the relate
Page 117 and 118: denominated in the same Permitted C
Page 119 and 120: Lending Counterparty so that the Se
Page 121 and 122: agreed that if such purchaser is no
Page 123 and 124: or bad faith on its part, arising o
Page 125 and 126: and all other amounts payable under
Page 127 and 128: federal, state, local or foreign in
Page 129 and 130: elevant provisions of the Indenture
Page 131 and 132: Co-Issuers of all other amounts due
Page 133 and 134: holders of the Preferred Shares of,
Page 135 and 136: Zhen Tao, Associate. Prior to joini
Page 137 and 138: If the Collateral Management Agreem
Page 139 and 140: Manager, the resigning or removed C
Page 141 and 142: Manager certain reports, schedules
Page 143 and 144: A U.S. Holder generally will recogn
Page 145 and 146: CAYMAN ISLANDS TAX CONSIDERATIONS T
Page 147 and 148: The Issuer intends to limit purchas
Page 149 and 150: In the Placement Agreement, each of
Page 151 and 152: any of their respective affiliates
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Additional Restrictions No transfer
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EMPLOYEE BENEFIT PLAN SUBJECT TO TI
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AND IS NOT A QUALIFIED PURCHASER, A
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warehouse facility (including the l
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GLOSSARY "Accredited Investor" mean
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such Floating Rate Collateral Debt
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has decreased its spread over a Lon
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"Defaulted Obligation" means for an
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organized under the laws of the Uni
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provides services; provided that U.
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"Form-Approved Synthetic Security"
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that the Collateral Manager may bas
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affiliates have defaulted on any de
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"Principal Balance" means with resp
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disposition of Collateral Debt Obli
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"Sale Proceeds" means with respect
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ating if such rating is higher than
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Aa1 15% 20% Aa2 10% 20% Aa3 7.5% 15
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INDEX OF DEFINED TERMS $...........
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Issuer Par Amount .................
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USA PATRIOT Act....................
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equirement for written certificatio
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9. We understand that the Issuer, t
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ANNEX B FORM OF PREFERRED SHARE ERI
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(v) (vi) the proceeds of such sale,
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EXHIBIT A Aggregate Industry Unit S
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Standard & Poor's Industry Classifi
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Octagon Investment Partners IX, Ltd. JPMorgan - Irish Stock Exchange

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