Octagon Investment Partners IX, Ltd. JPMorgan - Irish Stock Exchange
Octagon Investment Partners IX, Ltd. JPMorgan - Irish Stock Exchange
Octagon Investment Partners IX, Ltd. JPMorgan - Irish Stock Exchange
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<strong>Investment</strong>s of the Issuer in securities or other debt instruments (including Synthetic Securities) of non-U.S.<br />
issuers may be denominated in currencies other than the U.S. Dollar, and the value of such investments in U.S.<br />
Dollars will fluctuate based on exchange rates. The Issuer may be adversely affected by exchange control<br />
regulations or changes in the exchange rate between foreign currencies and the U.S. Dollar. Changes in foreign<br />
currency exchange rates may also affect the value of interest earned, and the level of gains and losses realized on the<br />
sale of loans or other debt instruments. The rates of exchange between the U.S. Dollar and other currencies are<br />
affected by many factors, including forces of supply and demand in the foreign exchange markets. These rates are<br />
also affected by the international balance of payments and other economic and financial conditions, government<br />
intervention, speculation and other factors. To the extent described herein, the Issuer is expected to enter into one or<br />
more currency hedging transactions (or maintain one or more existing currency hedging transactions) in connection<br />
with the purchase of Non-USD Debt Obligations to hedge a portion of the Issuer's exposures to foreign exchange<br />
risks from such Non-USD Debt Obligations. However, there can be no assurance that such currency hedging<br />
transactions will significantly reduce the effect of such foreign exchange risks with respect to Non-USD Debt<br />
Obligations. In certain circumstances where there are insufficient funds in the applicable subaccount of the<br />
Currency Account, amounts on deposit in the Collection Accounts otherwise available to make payments on the<br />
Notes may be required to be used to pay certain currency hedging termination payments and other amounts owing to<br />
Hedge Counterparties. To the extent that amounts on deposit in the Collection Accounts, which are amounts<br />
denominated in U.S. Dollars, are required to be used to pay certain currency hedging termination payments and<br />
other amounts owing to Hedge Counterparties, such amounts will be converted into the applicable Permitted<br />
Currency or Permitted Currencies pursuant to a Permitted Currency <strong>Exchange</strong> at the Applicable Spot Market<br />
<strong>Exchange</strong> Rate. See "Security for the Notes—Accounts" and "Security for the Notes—Hedge Agreements."<br />
A Hedge Counterparty may terminate an applicable Hedge Agreement if any withholding tax is imposed on<br />
payments thereunder by such Hedge Counterparty, and any amounts that would be required to be paid by the Issuer<br />
to enter into a replacement Hedge Agreement will reduce amounts available for payments to holders of Offered<br />
Securities. A Hedge Counterparty may also terminate an applicable Hedge Agreement upon the occurrence of<br />
certain events of default or termination events thereunder with respect to the Issuer (including, but not limited to,<br />
bankruptcy, a change in law making the performance of the obligations under such Hedge Agreement unlawful, or<br />
the determination to sell or liquidate the Collateral upon the occurrence of an Event of Default under the Indenture),<br />
and in the case of such early termination of any Hedge Agreement, the Issuer may be required to make a payment to<br />
the related Hedge Counterparty. Any amounts that would be required to be paid by the Issuer to enter into<br />
replacement Hedge Agreements will reduce amounts available for payments to holders of Offered Securities. In<br />
either case, there can be no assurance that the remaining payments on the Collateral would be sufficient to make<br />
payments of interest and principal on the Notes and distributions with respect to the Preferred Shares.<br />
The Weighted Average Lives of the Notes and the <strong>Investment</strong> Term of the Preferred Shares May Vary<br />
The Stated Maturity of the Notes and the mandatory redemption date in respect of the Preferred Shares is April<br />
23, 2020. The average life of each Class of Notes and the investment term of the Preferred Shares is expected to be<br />
shorter than the number of years until its respective Stated Maturity date or mandatory redemption date, as<br />
applicable. Each such average life or investment term may vary due to various factors affecting the early retirement<br />
of Collateral Debt Obligations, the timing and amount of sales of such Collateral Debt Obligations, the ability of the<br />
Collateral Manager to invest collections and proceeds in additional Collateral Debt Obligations, and the occurrence<br />
of any mandatory redemption, Optional Redemption or Special Redemption. Retirement of the Collateral Debt<br />
Obligations prior to their respective final maturities will depend, among other things, on the financial condition of<br />
the issuers of the underlying Collateral Debt Obligations and the respective characteristics of such Collateral Debt<br />
Obligations, including the existence and frequency of exercise of any optional redemption, mandatory redemption or<br />
sinking fund features, the prevailing level of interest rates, the redemption prices, the actual default rates and the<br />
actual amount collected on any Defaulted Obligations and the frequency of tender or exchange offers for such<br />
Collateral Debt Obligations. In particular, loans are generally prepayable at par, and a high proportion of loans<br />
could be prepaid. The ability of the Issuer to reinvest proceeds in securities with comparable interest rates that<br />
satisfy the reinvestment criteria specified herein may affect the timing and amount of payments received by the<br />
holders of Offered Securities and the yield to maturity of the Offered Securities. See "Security for the Notes—<br />
Substitute Securities and Reinvestment Criteria."<br />
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