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

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Table 2 Standard & Poor's Long- Term Senior Unsecured Debt Rating of Securities Lending Counterparty Individual Securities Lending Counterparty Limit Aggregate Securities Lending Counterparty Limit AAA 20% 20% AA+ 10% 10% AA 10% 10% AA- 10% 10% A+ 5% 5% A 5% 5% Such Securities Lending Counterparties may be affiliates of the Placement Agent and/or affiliates of the Collateral Manager pursuant to one or more agreements (each, a "Securities Lending Agreement"), which arrangements may create certain conflicts of interest. See "Risk Factors—Certain Conflicts of Interest Relating to the Collateral Manager" and "—Certain Conflicts of Interest Relating to the Placement Agent." Collateral Debt Obligations that are loans must be loaned pursuant to a Securities Lending Agreement to a Securities Lending Counterparty that has posted with the Trustee and deposited into the Securities Lending Account, as collateral security to secure its return of such Collateral Debt Obligations, Securities Lending Collateral in an amount at least equal to 102% of the current market value (as determined by the Collateral Manager) of the loaned Collateral Debt Obligations and that are identical in terms of issue and class, each as required by the related Securities Lending Agreement and as further provided below; provided that Collateral Debt Obligations with a rating of "B3" or lower by Moody's or "B-" or lower by Standard & Poor's shall not be loaned. The value of the Securities Lending Collateral shall be determined daily by the Collateral Manager based on information obtained from a recognized pricing source. In addition, (i) the duration of any Securities Lending Agreement shall not exceed the Stated Maturity of the Notes and no Collateral Debt Obligations may be loaned pursuant to Securities Lending Agreements with maturity dates greater than 90 days; (ii) the Securities Lending Collateral shall be denominated in dollars and shall be subject to a first priority perfected security interest in favor of the Trustee or its agent and any Securities Lending Collateral in the form of funds may be invested in obligations of issuers having short-term debt ratings or a guarantor with such ratings of at least "P-1" from Moody's and at least "A-1" from Standard & Poor's; (iii) Collateral Debt Obligations representing no more than 20% of the Principal Collateral Value of the Collateral Debt Obligations may be loaned pursuant to Securities Lending Agreements; (iv) Collateral Debt Obligations representing no more than 15% of the Principal Collateral Value of the Collateral Debt Obligations may be loaned to a single Securities Lending Counterparty; and (v) each Securities Lending Agreement shall be on market terms as determined by the Collateral Manager in its reasonable business judgment (except as may be required below) and shall (1) require that the Securities Lending Counterparty return to the Issuer debt obligations that are identical (in terms of issue and class) to the loaned Collateral Debt Obligations; (2) require that the Securities Lending Counterparty pay to the Issuer such amounts as are equivalent to all interest and other payments that the owner of the loaned Collateral Debt Obligation is entitled to receive for the period during which the Collateral Debt Obligation is loaned; (3) require that each of the Rating Agencies shall have confirmed in writing that the entry into the given Securities Lending Agreement will not, at that time, result in the downgrade or withdrawal of the Rating Agency's ratings of the Notes; (4) satisfy any other requirements of Section 1058 of the Code and the Treasury regulations promulgated thereunder, as certified by the Collateral Manager, unless the Issuer and the Trustee shall have received an opinion of tax counsel of nationally recognized standing in the United States experienced in such matters to the effect that the absence of such requirement in such Securities Lending Agreement will not cause the Issuer to be engaged, or deemed to be engaged, in a trade or business in the United States for United States federal income tax purposes or otherwise to be subject to United States federal income tax on a net basis or otherwise cause adverse tax consequences to the Issuer; (5) be governed by the laws of New York; and (6) permit the Issuer to assign its rights thereunder to the Trustee pursuant to the Indenture. Each Securities Lending Agreement shall provide that if either of the Rating Agencies downgrades a Securities Lending Counterparty such that the Securities Lending Agreement to which the Securities Lending Counterparty is a party is no longer in compliance with the requirements relating to the credit ratings of the Securities Lending Counterparty, then either (A) the Securities Lending Counterparty, within ten days thereof, shall (i) obtain a guarantor for the Securities Lending Counterparty's obligations under the Securities Lending Agreement and a Rating Confirmation from Standard & Poor's in respect thereto; (ii) reduce the percentage of the Aggregate Principal Balance of the collateral portfolio loaned to such downgraded Securities 99
Lending Counterparty so that the Securities Lending Agreement or Securities Lending Agreements to which such Securities Lending Counterparty is a party, together with all other Securities Lending Agreements, are in compliance with the requirements relating to the credit ratings of Securities Lending Counterparties; or (iii) take such other steps as each Rating Agency that has downgraded such Securities Lending Counterparty may require in order to confirm to the Issuer in writing that such Securities Lending Counterparty's obligations under the Securities Lending Agreement or Securities Lending Agreements to which such Securities Lending Counterparty is a party will be treated by such Rating Agency as if such obligations were owned by a counterparty having a rating at least equivalent to the rating that was assigned by such Rating Agency to such downgraded Securities Lending Counterparty immediately prior to its being downgraded or (B) if the Securities Lending Counterparty fails to comply with subclause (A) above, the Issuer may terminate such Securities Lending Agreement. The Trustee shall be authorized to enter into or acknowledge any Securities Lending Agreement (and any account control agreement, collateral agreement or any similar agreement) at the instruction of the Collateral Manager on behalf of the Issuer and to perform in accordance therewith, and to make delivery and accept delivery and return (directly or through a Custodian) of any collateral pursuant thereto, or pursuant to such instruction as shall be provided by the Collateral Manager in connection therewith and to take any actions and exercise any rights and remedies under any such Securities Lending Agreement (and any account control agreement, collateral agreement or any similar agreement) as the Collateral Manager may instruct; provided, however, that the Trustee will not be under any obligation to enter into or acknowledge any Securities Lending Agreement (or any account control agreement, collateral agreement or any similar agreement), or to deliver or receive any collateral pursuant thereto, without specific written instruction of the Collateral Manager; and provided, further, that the Trustee will not be obligated to enter into or acknowledge any Securities Lending Agreement (or any account control agreement, collateral agreement or any similar agreement) that would in its judgment, subject it to any liability, whether financial or otherwise, or cause it to incur or subject it to risk of any expense, cost or disbursement for which it is not, in its judgment, adequately indemnified, or that would impose upon it any duties, obligations or responsibilities that are unacceptable to it. The Collateral Manager shall provide written instructions to the Trustee with respect to the administration of any such Securities Lending Agreement (and any account control agreement, collateral agreement or any similar agreement) including, without limitation, with respect to any default and the exercise of rights and remedies thereunder, as the Trustee may reasonably require. Any instruction by the Issuer or Collateral Manager to the Trustee with respect to any Securities Lending Agreement (and any account control agreement, collateral agreement or any similar agreement), the lending or return of Collateral Debt Obligations thereunder, the posting of collateral thereunder or other matters concerning the administration thereof or exercise of rights or remedies thereunder, shall contain such information as the Trustee reasonably may require to enable it to perform and carry out the terms thereof. In connection with any such instruction by the Collateral Manager, the Trustee will be entitled to receive and rely upon an officer's certificate of the Collateral Manager to the effect that such Securities Lending Agreement and any related agreement, and the Securities Lending Counterparty thereunder, is each in compliance with the requirements of the Indenture. The execution or acknowledgment of any Securities Lending Agreement (and any account control agreement, collateral agreement or any similar agreement) by the Trustee will not cause, or be deemed to imply, any responsibility of evaluation on the part of the Trustee for the sufficiency, validity or adequacy of the terms thereof. None of the foregoing shall be construed to cause the Trustee to have any fiduciary duties to any Securities Lending Counterparty. So long as any Collateral Debt Obligation is on loan pursuant to a Securities Lending Agreement, (a) the Trustee shall have no liability for any failure or inability on its part to receive any information or take any action in respect of such Collateral Debt Obligation by reason of its being on loan (including, without limitation, any failure to take action in respect of a notice of redemption, consent solicitation, exchange or tender offer or similar corporate action) and (b) any such loaned Collateral Debt Obligation shall not be disqualified for return to the Trustee as a Pledged <strong>Investment</strong> by reason of any change in circumstance or status during the time while on loan (including any change which would cause such Collateral Debt Obligation to be ineligible for purchase by the Issuer under the terms of the Indenture if applied to a proposed purchase thereof in the open market at the time of such return from loan). In any Securities Lending Agreement, each Securities Lending Counterparty will be required to acknowledge and agree that the Issuer's obligations under the Securities Lending Agreement will be solely the corporate obligations of the Issuer, and the Securities Lending Counterparty will not have any recourse to any of the directors, officers, shareholders, incorporators, parties, agents, members or affiliates of the Issuer with respect to any claims, 100
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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
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Agency in rating the Notes or any r
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not directly benefit from the colla
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circumstances, the loaned Collatera
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Securities are entitled to vote, in
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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 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: denominated in the same Permitted C
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
Page 159 and 160: warehouse facility (including the l
Page 161 and 162: GLOSSARY "Accredited Investor" mean
Page 163 and 164: such Floating Rate Collateral Debt
Page 165 and 166: has decreased its spread over a Lon
Page 167 and 168: "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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