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

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pursuant to such provision and pursuant to (and in the order and according to the priority set forth in) all preceding provisions of the Priority of Payments. Wherever a determination will be made pursuant to the Indenture as to where an issuer or obligor of a Collateral Debt Obligation will be principally located, such determination will be made by the Collateral Manager in its good faith judgment. With respect to any Swap Agreement, for purposes of calculating compliance with the Portfolio Profile Test and all other Collateral Debt Obligations statistics, (i) the notional amount stated in such Swap Agreement will be deemed to be the Principal Balance, (ii) the rate or spread will be deemed the rate or spread to be paid by the Swap Counterparty to the Issuer as described in clause (i) of the definition of "Swap Agreement," (iii) the associated country and industry classification group of any Synthetic Security will be that of the issuer of the related Reference Obligation and the assigned rating factor of any Synthetic Security will be that of the issuer of the related Reference Obligation assigned in connection with any Rating Confirmation obtained in connection with the entering into of such Swap Agreement, (iv) the Recovery Rate will be deemed to be the lower of the recovery rates assigned by the Rating Agencies to the Swap Agreement as provided in the Indenture and (v) the Final Maturity will be the scheduled termination date of such Swap Agreement. In the case of a Collateral Debt Obligation that matures subsequent to the Stated Maturity but at the time of commitment to acquire is subject to a put option exercisable only by the Collateral Manager on behalf of the Issuer, the lower of the rating of the obligor and the rating of the Person to which the Collateral Debt Obligation may be put will be utilized for purposes of calculating compliance with the Portfolio Profile Test and all other applicable Collateral Debt Obligations statistics. For purposes of calculating the Principal Collateral Value, the Collateral Quality Tests, the Portfolio Profile Test, the Coverage Tests and the Reinvestment Overcollateralization Test and for purposes of certain provisions of the Indenture relating to sales of Collateral Debt Obligations, a Collateral Debt Obligation that is a Non-USD Debt Obligation will be treated as a Collateral Debt Obligation having (i) a Principal Balance equal to the USD Notional Amount of the related Currency Hedge, (ii) a spread equal to the sum of (a) the spread payable by the Hedge Counterparty pursuant to the related Currency Hedge and (b) the product of (x) one minus the Unhedged Reduction Percentage (expressed as a decimal) and (y) the Unhedged Interest Spread and (iii) the other characteristics of the Non-USD Debt Obligation. For purposes of the Indenture, monetary calculations with respect to all amounts received or required to be paid in a currency other than U.S. Dollars shall be made on a "pro forma basis" after giving effect to the conversion of all such amounts into U.S. Dollars, as of the date of such calculation, either (x) pursuant to the applicable Currency Hedge if such amounts are covered by a Currency Hedge, (y) in a transaction at the Applicable Spot Market <strong>Exchange</strong> Rate if such amounts are not hedged pursuant to a Currency Hedge and such amounts are actually converted on the date of determination or (z) in any other case, using the Bloomberg Professional Service or a reasonably equivalent service provided by Bloomberg L.P. All other monetary calculations under the Indenture shall be in U.S. Dollars. THE INDENTURE The following summary describes certain provisions expected to be included in the Indenture. The summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, the provisions of the Indenture. The Co-Issuers believe that this Offering Memorandum contains descriptions of all material provisions of the Indenture. See "Summaries and Incorporation by Reference of Transaction Documents." Trustee The Co-Issuers, the Collateral Manager and their affiliates may maintain other banking relationships, in the ordinary course of business, with the Trustee. The payment of the fees and expenses of the Trustee relating to the Notes is the obligation of the Co-Issuers. The Trustee and/or its affiliates may receive compensation in connection with the investment of trust assets in certain Eligible <strong>Investment</strong>s as provided in the Indenture. The Indenture will contain provisions for the indemnification of the Trustee and its officers, directors, employees and agents thereunder for any loss, liability or expense incurred without negligence, willful misconduct 103
or bad faith on its part, arising out of or in connection with the acceptance or administration of the Indenture. In the Indenture, the Trustee will agree not to cause the filing of a petition in bankruptcy against the Issuer for nonpayment to the Trustee of amounts payable thereunder until at least one year and one day, or if longer, the applicable preference period then in effect, after the payment in full of all of the Notes. The Trustee may resign at any time by providing 60 days' prior written notice to the other Program Parties and the Rating Agencies. The Trustee may be removed at any time by a Majority of the Controlling Class (with the consent of the Collateral Manager (such consent of the Collateral Manager not to be unreasonably withheld)), upon notice delivered to the Rating Agencies and each Hedge Counterparty or, in certain circumstances set forth in the Indenture, by order of a court of competent jurisdiction. The Trustee may be removed at any time (i) when an Event of Default shall have occurred and be continuing or (ii) when a successor Trustee has been appointed pursuant to the Indenture, in either case, by a Majority of the Controlling Class. No resignation or removal of the Trustee and no appointment of a successor Trustee will become effective until the acceptance of appointment of a successor Trustee. Promptly after such removal of the Trustee and such appointment of the successor Trustee, the Co-Issuers must transmit notices of such removal and appointment of a successor Trustee to the holders of the Notes, the Collateral Manager, each Rating Agency, each Hedge Counterparty and the Preferred Share Paying Agent. If the Trustee resigns, is removed or becomes incapable of acting, or if a vacancy occurs in the office of the Trustee for any reason, the Co-Issuers, by Issuer Order and with the consent of the Collateral Manager and each Hedge Counterparty, will promptly appoint a successor Trustee. If the Co-Issuers fail to appoint a successor Trustee within 30 days after such resignation, removal or incapability or the occurrence of such vacancy, a successor Trustee may be appointed by act of a Majority of the Controlling Class. The successor Trustee so appointed will, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede any successor Trustee proposed by the Co-Issuers. If no successor Trustee has been so appointed by the Co-Issuers or a Majority of the Controlling Class and have accepted appointment in the manner described in the Indenture, any holder of Notes may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee. Events of Default An "Event of Default" is defined in the Indenture as any one of the following events: (a) default in the payment of any interest in respect of any Class A Notes or, if no Class A Notes are outstanding, any Class B Notes or, if no Class A Notes or Class B Notes are outstanding, any Class C Notes when the same becomes due and payable, which default shall continue for a period of five Business Days; (b) default in the payment of principal of any Note when the same becomes due and payable (whether at the Stated Maturity of such Note or Redemption Date or otherwise); (c) failure on any Distribution Date to disburse amounts available in the Payment Account in accordance with the Priority of Payments (other than as provided in clause (a) or (b) above), and continuation of any such failure for a period of five Business Days; (d) either of the Co-Issuers or the pool of Collateral becomes an investment company required to be registered under the 1940 Act (unless such requirement is eliminated within 30 days to the extent permitted under applicable law); (e) default in the performance, or material breach, of any other covenant or other agreement of the Issuer or the Co-Issuer in the Indenture (other than (i) default in the performance, or breach, of (A) a covenant or other agreement the default, performance or breach of which is elsewhere in this section or in the Indenture specifically dealt with or (B) a covenant or other agreement the remedy for a default or breach of which is specifically dealt with in the Indenture, or (ii) for the avoidance of doubt, failure to comply with or satisfy any of the Collateral Quality Tests, the Coverage Tests, the Reinvestment Overcollateralization Test or the Portfolio Profile Test), or the failure of any representation or warranty of the Issuer or the Co-Issuer made in the Indenture or in any certificate or other writing delivered pursuant thereto or in connection therewith to be correct in any material respect when the same shall have been made, which default, breach or failure would have a material adverse effect on the holders of any Class of Notes, and in each case the continuation of such default, breach or failure for a period of 30 days after notice thereof shall have been given by registered or 104
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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,
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Declaration of Trust). It is not an
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Carrie Bunton, Vice President Carri
Page 71 and 72: any Notes for any Interest Accrual
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Page 77 and 78: state of the United States or any o
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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 and 118: denominated in the same Permitted C
Page 119 and 120: Lending Counterparty so that the Se
Page 121: agreed that if such purchaser is no
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
Page 169 and 170: organized under the laws of the Uni
Page 171 and 172: 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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