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

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clause (h)), then the Principal Balance of each such Collateral Debt Obligation represented in such excess of such 7.5% threshold will be equal to the product of (x) the outstanding principal amount of each such Collateral Debt Obligation, and (y) the weighted average Market Value Percentage of all Triple-C Collateral Debt Obligations; provided that, for the purposes of this clause (h), if any Collateral Debt Obligation has been assigned a rating by Moody's or Standard & Poor's, the rating so assigned shall be used rather than the Moody's Rating and the Standard & Poor's Rating, respectively; (i) solely for purposes of calculating the Adjusted Class C Overcollateralization Ratio, if, at any time, the Aggregate Principal Balance of Collateral Debt Obligations (other than Defaulted Obligations) with a Standard & Poor's Rating of "CCC+" or below exceeds 2.5% of the Principal Collateral Value (as measured without giving effect to this clause (i)), then the Principal Balance of each such Collateral Debt Obligation represented in such excess of such 2.5% threshold will be equal to the product of (x) the outstanding principal amount of each such Collateral Debt Obligation, and (y) 50%; provided that, for the purposes of this clause (i), if any Collateral Debt Obligation has been assigned a rating by Standard & Poor's, the rating so assigned shall be used rather than the Standard & Poor's Rating; (j) with respect to Defaulted Obligations, (A) prior to the related Required Sale Date and solely for the purpose of calculating the Coverage Tests and the Reinvestment Overcollateralization Test, the Principal Balance of a Collateral Debt Obligation that is a Defaulted Obligation will be deemed to be the least of (x) the Market Value of such Collateral Debt Obligation, (y) a percentage of the outstanding principal amount equal to the Moody's Recovery Rate for such Collateral Debt Obligation or (z) a percentage of the outstanding principal amount equal to the Standard & Poor's Recovery Rate for such Collateral Debt Obligation based upon its Standard & Poor's Priority Category and (B) after the related Required Sale Date, the Principal Balance of any Defaulted Obligation will be deemed to be zero; price; (k) the Principal Balance of any Zero-Coupon Security will be deemed to be its purchase (l) for purposes of the Portfolio Profile Test, the Coverage Tests, the Reinvestment Overcollateralization Test and the Collateral Quality Tests and for purposes of calculating amounts payable to the Collateral Manager and the Trustee under the Indenture, the Principal Balance of a Delayed Draw Term Loan or Revolving Credit Facility refers to the sum of (i) the outstanding principal balance of such Delayed Draw Term Loan or Revolving Credit Facility, as the case may be, and (ii) the amounts on deposit in the Delayed Funding Obligation Account in respect of the unfunded portion of such Delayed Draw Term Loan or Revolving Credit Facility, as the case may be; and (m) the Principal Balance of any Partially PIKable Security will be deemed not to include any deferred or capitalized interest thereon; provided that, if any two or more of the foregoing clauses are applicable to any particular Collateral Debt Obligation, Defaulted Obligation, Equity Security or Eligible Investment, then the "Principal Balance" of such Collateral Debt Obligation, Defaulted Obligation, Equity Security or Eligible Investment, as applicable, shall be the lower (or lowest) value derived from the application of all such clauses. "Program Documents" means collectively, the Indenture, the Administration Agreement, the Collateral Administration Agreement, the Collateral Management Agreement, the Placement Agreement, the Fiscal Agency Agreement, each Hedge Agreement, if any, and each Swap Agreement, if any. "Program Parties" means, collectively, the Issuer, the Co-Issuer, the Collateral Administrator, the Collateral Manager, the Trustee, the holders of the Notes, the holders of the Preferred Shares, the Preferred Share Paying Agent, the Placement Agent, each Hedge Counterparty (so long as it is a party under its Hedge Agreement) and each Swap Counterparty (so long as it is a party under its Swap Agreement). "Proposed Portfolio" means the portfolio (measured by Principal Balance) of Collateral Debt Obligations and the proceeds of the disposition thereof held as cash and Eligible Investments purchased with the proceeds of the 161
disposition of Collateral Debt Obligations resulting from the sale, maturity or other disposition of a Collateral Debt Obligation or a proposed purchase of a Collateral Debt Obligation, as the case may be. "Pro Rata Special Redemption Conditions" will be satisfied with respect to any Distribution Date if, on the related Determination Date, (A) the Rating Agencies have not reduced or withdrawn the ratings assigned by them on the Closing Date to any of the Notes, (B) the Moody's Diversity Test is satisfied, (C) clause (cc) of the Portfolio Profile Test is satisfied, (D) the Class C Overcollateralization Ratio is at least 108.67% and (E) the Adjusted Class C Overcollateralization Ratio is at least 107.9%. "Qualified Institutional Buyer" means a "qualified institutional buyer" as defined in Rule 144A under the Securities Act. "Qualified Purchaser" has the meaning given in Rule 2(a)(51) of the 1940 Act for the purposes of Section 3(c)(7) thereof and the rules and interpretations thereunder. "Rating Confirmation" means, with respect to any proposed or actual course of action or inaction or circumstance to be taken or arising under the Indenture or other documents related thereto, a written confirmation from each of the Rating Agencies (or, if so specified, a Rating Agency) to the Issuer, the Trustee and the Collateral Manager, which written confirmation will be given prior to any such action, inaction or circumstance, to the effect that the then current rating or ratings of the Notes rated by them (or it) will not be reduced, withdrawn, qualified or downgraded (and no other adverse action with respect to such rating or ratings will be taken) immediately by such Rating Agencies (or Rating Agency) at the time of, and as a result of, such action, inaction or circumstance. "Recovery Rate Modifier" means, as of any Measurement Date, the product of (i) the Moody's Average Recovery Rate as of such Measurement Date minus 43.63% and (ii) 5000; provided, that, if the Moody's Average Recovery Rate shall be (a) greater than or equal to 60.0%, then solely for the purposes of the calculation of the Recovery Rate Modifier, the Moody’s Average Recovery Rate shall be deemed to be equal to 60.0%, or (b) less than or equal to 43.63%, then solely for the purposes of the calculation of the Recovery Rate Modifier, the Moody's Average Recovery Rate shall be deemed to be equal to 43.63%. "Recovery Value" means, in the case of each Defaulted Obligation (and other Collateral Debt Obligations the Principal Balance of which, at the time of determination, is required to be determined by reference to the Recovery Value pursuant to the definition of Principal Balance), the lower of (A) the Market Value of such Collateral Debt Obligation and (B) the product obtained by multiplying (a) the lower of (i) the Moody's Recovery Rate applicable to such Collateral Debt Obligation and (ii) the Standard & Poor's Recovery Rate applicable to such Collateral Debt Obligation by (b) the Principal Balance thereof immediately before such Collateral Debt Obligation became a Defaulted Obligation (or was required to calculate its Principal Balance by reference to Recovery Value pursuant to the definition of Principal Balance). "Reference Obligation" means a debt security or other obligation upon which a Synthetic Security is based. "Reference Obligor" means the obligor on a Reference Obligation. "Registered" means, with respect to any debt obligation, a debt obligation (a) that is (in the case of a U.S. issuer) issued after July 18, 1984 and (b) that is in registered form for purposes of the Code. "Regulation D" means Regulation D under the Securities Act. "Regulation S" means Regulation S under the Securities Act. "Regulation U" means Regulation U of the Board of Governors of the Federal Reserve System, 12 C.F.R. § 221, or any successor regulation. "Reinvestment Agreement" means a guaranteed reinvestment agreement from a bank, insurance company or other corporation or entity organized under the laws of the United States or any state thereof (that is treated as debt for U.S. federal income tax purposes by such issuer) under which no payments are subject to any withholding tax; provided that such agreement provides that it is terminable by the purchaser, without premium or penalty, in the 162
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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
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Agreement, or if any such Swap Agre
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Account will be utilized to purchas
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transfer of such amounts (except fo
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(y) replace itself under the relate
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denominated in the same Permitted C
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Lending Counterparty so that the Se
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agreed that if such purchaser is no
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or bad faith on its part, arising o
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and all other amounts payable under
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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.
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: "Principal Balance" means with resp
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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