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

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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 89
Agreement, or if any such Swap Agreement has been terminated for any other reason, to be deposited in the Interest Collection Account in an amount equal to the excess, if any, of the amount previously deposited in the applicable Swap Collateral Account or applicable subaccount in respect of such Swap Agreement over any amount paid or to be paid by the Issuer as specified in clause (i) above, whereupon the security interest of any Swap Counterparty in such proceeds will be released or (B) if no such direction is received, will be reinvested in investments of the type described above. Until the Issuer, or the Collateral Manager on behalf of the Issuer, notifies the Trustee or the related Alternative Swap Collateral Account Bank that it has made all payments due under each Swap Agreement, each item of Swap Collateral will be subject to a lien in favor of the applicable Swap Counterparty except to the extent that such lien may be released pursuant to the preceding paragraph. The Trustee, and the Issuer will cause the related Alternative Swap Collateral Account Bank to, agree to give the Issuer immediate notice if it obtains knowledge that the applicable Swap Collateral Account or any funds on deposit therein, or otherwise to the credit thereof, will become subject to any writ, order, judgment, warrant of attachment, execution or similar process. Delayed Funding Obligation Account The "Delayed Funding Obligation Account" will be held in trust in the name of the Trustee for any additional funding obligations of the Issuer under any Delayed Draw Term Loans and Revolving Credit Facilities included in the Collateral Debt Obligations and will have subaccounts for each Currency applicable to Delayed Draw Term Loans and Revolving Credit Facilities from time to time owned by the Issuer. Upon any draws by the related borrower under a Delayed Draw Term Loan or a Revolving Credit Facility, the Collateral Manager may direct the Trustee by Issuer Order to, and upon receipt of such Issuer Order the Trustee will, withdraw from the Delayed Funding Obligation Account the amount specified in such Issuer Order and satisfy the Issuer's obligation in respect of such Delayed Draw Term Loan or Revolving Credit Facility with such funds and only funds in the Delayed Funding Obligation Account shall be used for such purpose. Amounts in the Delayed Funding Obligation Account will be invested in overnight funds that are Eligible Investments selected by the Collateral Manager denominated in the Currency of the applicable subaccount and (x) earnings from all such U.S. Dollar denominated investments will be deposited in the Interest Collection Account as Interest Proceeds and (y) earnings from all such Permitted Currency denominated investments will be deposited in the interest subaccounts of the Currency Account related to the Delayed Draw Term Loans and Revolving Credit Facilities to which such earnings relate. If a Delayed Draw Term Loan or Revolving Credit Facility is sold or otherwise disposed of before the full commitment thereunder has been drawn or if the commitment thereunder is terminated in whole or in part, such Eligible Investments on deposit in the Delayed Funding Obligation Account for the purpose of fulfilling such commitment (or the portion thereof so terminated in part) will be transferred to the Principal Collection Account. Upon the purchase by the Issuer of any Delayed Draw Term Loan or Revolving Credit Facility, the Collateral Manager will direct the Trustee to deposit Principal Proceeds into the applicable Currency subaccount of the Delayed Funding Obligation Account such that the amount of funds on deposit in such subaccount will be equal to or greater than the sum of the unfunded funding obligations under all such Delayed Draw Term Loans and Revolving Credit Facilities in such Currency that are then included in the Collateral and the Principal Proceeds so deposited shall be considered part of the purchase price of such Delayed Draw Term Loans or Revolving Credit Facilities for purposes of certain provisions of the Indenture relating the sales of Collateral Debt Obligations. Principal payments received with respect to any Delayed Draw Term Loan or Revolving Credit Facility will be deposited into the Delayed Funding Obligation Account. Any funds in the Delayed Funding Obligation Account will be available solely to cover any drawdowns on the Delayed Draw Term Loans and Revolving Credit Facilities; provided, that any excess of (A) the amounts on deposit in the subaccount of the Delayed Funding Obligation Account for any Currency over (B) the sum of the unfunded funding obligations under all Delayed Draw Term Loans and Revolving Credit Facilities that are denominated in such Currency and are included in the Collateral may be transferred by the Trustee (at the direction of the Collateral Manager) from time to time as Principal Proceeds (I) to the Principal Collection Account if such excess amount is denominated in U.S. Dollars or (II) to the principal subaccounts of the Currency Account relating to the Delayed Draw Term Loans and Revolving Credit Facilities as to which such excess amount relates if such excess amount is denominated in a Permitted Currency. 90
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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
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Investments of the Issuer in securi
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Controlling Class are entitled to d
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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 and 102: emaining for the payment of the Cla
Page 103 and 104: (b) the Overcollateralization Tests
Page 105 and 106: The "Required Sale Date" means, (a)
Page 107: Principal Collection Account All pr
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
Page 153 and 154: Additional Restrictions No transfer
Page 155 and 156: EMPLOYEE BENEFIT PLAN SUBJECT TO TI
Page 157 and 158: 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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