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

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of any particular kind or provide additional disclosure of any particular kind, in each case including any such requirement arising out of disclosure or transparency directives of the European Union or any other law or governmental rule. CERTAIN LEGAL MATTERS Certain legal matters with respect to the Offered Securities will be passed upon for the Co-Issuers by Milbank, Tweed, Hadley & McCloy LLP, New York, New York. Certain matters with respect to Cayman Islands corporate law and tax law will be passed upon for the Issuer by Maples and Calder. Certain legal matters with respect to the Collateral Manager will be passed upon for the Collateral Manager by Milbank, Tweed, Hadley & McCloy LLP, New York, New York. Sidley Austin LLP, New York, New York, is representing the Placement Agent in connection with the offering of the Offered Securities. No separate counsel has been appointed to represent purchasers of any of the Offered Securities. 141
GLOSSARY "Accredited Investor" means an "accredited investor" as defined in Rule 501(a) of Regulation D. "Adjusted Class C Overcollateralization Ratio" means, as of any Determination Date, to the ratio (expressed as a percentage) obtained by dividing: (1) the Principal Collateral Value (as of such Determination Date); by (2) the Aggregate Outstanding Amount of the Class A Notes, the Class B Notes and the Class C Notes (each, as of such Determination Date). "Adjusted Purchase Price" means, with respect to any Collateral Debt Obligation at any time, (i) the amount (excluding accrued interest, if any) originally paid by the Issuer for such Collateral Debt Obligation (determined by the Collateral Manager after taking into account (a) discounts and syndication and other up-front fees received by the Issuer and (b) premiums and fees paid by the Issuer, in connection with such purchase) plus (ii) the amount of each additional advance made by the Issuer thereunder minus (iii) all Principal Proceeds (including, without limitation, the portion of any Sale Proceeds constituting Principal Proceeds) received by the Issuer with respect to such Collateral Debt Obligation prior to such time. For purposes of the foregoing, if a Collateral Debt Obligation shall be sold in part and not in whole, the portions thereof sold and retained will be deemed to be two separate Collateral Debt Obligations. "Administrative Expenses" means amounts (including in respect of any indemnities) due or accrued with respect to any Distribution Date and payable by the Issuer or the Co-Issuer in the following order to: (i) the Trustee pursuant to the Indenture; (ii) the Collateral Administrator under the Collateral Administration Agreement; (iii) the Note Registrar under the Indenture; (iv) the Independent accountants, administrators, agents and counsel of the Co-Issuers for fees and expenses; (v) the Securities Intermediary under the Indenture; (vi) the Administrator under the Administration Agreement; (vii) the Preferred Share Paying Agent and the share registrar under the Fiscal Agency Agreement; (viii) the Rating Agencies for fees and expenses in connection with their rating and surveillance of any Class of Notes and fees and expenses due or accrued in connection with rating and surveillance of the Collateral Debt Obligations and the provisions of credit estimates; (ix) the Collateral Manager under the Indenture and the Collateral Management Agreement (including, without limitation, reasonable expenses of the Collateral Manager incurred in connection with purchases and sales of Collateral Debt Obligations and other amounts payable under the Collateral Management Agreement but excluding any Base Collateral Management Fee, Collateral Management Incentive Fee or Subordinated Collateral Management Fee or any other collateral management fees payable to the Collateral Manager or fees or expenses or indemnities to be borne by the Collateral Manager without reimbursement therefor as set forth in the Collateral Management Agreement); (x) the co-trustee (if any) pursuant to the Indenture; (xi) any other person in respect of any governmental fee, charge or tax in relation to the Issuer or the Co-Issuer; and (xii) any other person in respect of any other fees or expenses relating to either the Issuer or the Co-Issuer, the Notes or the documentation relating to the transactions contemplated by the Indenture and any amendment or other modification of any such documentation, in each case unless expressly prohibited under the Indenture (including, without limitation, the payment of the fees of the NAV calculation agent, all transaction fees and all legal and other fees and expenses required in connection with the purchase of any Collateral Debt Obligations, any Securities Lending Agreement or any other transaction authorized by the Indenture and any amounts due in respect of the listing of any Notes on the Irish Stock Exchange). "Advisers Act" means the Investment Advisers Act of 1940, as amended, and any successor statute, and the rules thereunder. "Affected Bank" means a "bank" for purposes of Section 881 of the Code or an entity affiliated with such a bank that is neither (x) a U.S. Person nor (y) entitled to the benefits of an income tax treaty with the United States under which withholding taxes on interest payments made by obligors resident in the United States to such bank are reduced to 0%. "Affiliated Person" has the meaning given in Section 2(a)(3) of the Investment Company Act. "Aggregate Excess Spread" means as of any Measurement Date, the amount obtained by multiplying: 142
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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
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any Notes for any Interest Accrual
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Withholding Tax Obligations, in eac
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Payments on the Offered Securities
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state of the United States or any o
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payments except the portion thereof
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Intermediary; and (ii) all other ac
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Payment Sequence or (y) if, on the
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payment of all amounts due from the
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In order to ensure that the Issuer
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3.0% Any of Greece, Italy or Portug
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assigning Selling Institution shoul
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The Class B Interest Coverage Test
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Minimum Diversity Score Maximum Wei
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Rating/Minimum Spread/Maximum WAL M
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Moody's Recovery Rate for All Other
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emaining for the payment of the Cla
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(b) the Overcollateralization Tests
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The "Required Sale Date" means, (a)
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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
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: warehouse facility (including the l
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.
Page 173 and 174: "Form-Approved Synthetic Security"
Page 175 and 176: that the Collateral Manager may bas
Page 177 and 178: affiliates have defaulted on any de
Page 179 and 180: "Principal Balance" means with resp
Page 181 and 182: disposition of Collateral Debt Obli
Page 183 and 184: "Sale Proceeds" means with respect
Page 185 and 186: ating if such rating is higher than
Page 187 and 188: Aa1 15% 20% Aa2 10% 20% Aa3 7.5% 15
Page 189 and 190: INDEX OF DEFINED TERMS $...........
Page 191 and 192: Issuer Par Amount .................
Page 193 and 194: USA PATRIOT Act....................
Page 195 and 196: equirement for written certificatio
Page 197 and 198: 9. We understand that the Issuer, t
Page 199 and 200: ANNEX B FORM OF PREFERRED SHARE ERI
Page 201 and 202: (v) (vi) the proceeds of such sale,
Page 203 and 204: EXHIBIT A Aggregate Industry Unit S
Page 205 and 206: Standard & Poor's Industry Classifi
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Octagon Investment Partners IX, Ltd. JPMorgan - Irish Stock Exchange

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