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

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(r) Not more than 7.5% of the Principal Collateral Value will consist of Collateral Debt Obligations that pay interest less frequently than quarterly; (s) Collectively, not more than 12.5% of the Principal Collateral Value will consist of (i) Zero-Coupon Securities, (ii) Step-Up Coupon Securities, (iii) PIK Securities and (iv) Collateral Debt Obligations that pay interest less frequently than quarterly; (t) Collectively, not more than 15.0% of the Principal Collateral Value will consist of (i) Synthetic Securities, (ii) Participations, (iii) Non-USD Debt Obligations, (iv) Collateral Debt Obligations that are subject to Securities Lending Agreements and (v) obligations of an obligor (excluding with respect to Structured Finance Securities, any obligor which is a Special Purpose Vehicle) organized under the laws of a non-U.S. jurisdiction; (u) Not more than 5.0% of the Principal Collateral Value will consist of Collateral Debt Obligations that are Structured Finance Securities; (v) Not more than 2.5% of the Principal Collateral Value will consist of CDO Securities; (w) Not more than 20.0% of the Principal Collateral Value will consist of Collateral Debt Obligations that are parts of issues with Original Issuance Amounts of less than U.S.$100,000,000; (x) Not more than 1.5% of the Principal Collateral Value will consist of Collateral Debt Obligations (or Participations therein) of the obligor of such Collateral Debt Obligation; provided that Collateral Debt Obligations (and Participations therein) of the top five obligors (by Principal Balance) may each represent up to 2.0% of the Principal Collateral Value; and provided, further, that this requirement will not apply to the acquisition of a Collateral Debt Obligation that is fully and unconditionally guaranteed as to the timely payment of principal and interest by the U.S. government or any agency or instrumentality thereof the obligations of which thereunder are backed by the full faith and credit of the United States of America; (y) Not more than 8.0% in Principal Collateral Value may be Collateral Debt Obligations that are issued by obligors that belong to any single Standard & Poor's Industry Classification Group (each, an "Industry Group"), except that (i) the largest Industry Group may represent up to 12.0% of the Principal Collateral Value and (ii) the next two largest Industry Groups may each represent up to 10.0% of the Principal Collateral Value; (z) Not more than the percentage of the Principal Collateral Value listed in the first column below will consist of Collateral Debt Obligations that have been issued by Permitted Non-U.S. Obligors and/or by issuers principally located in the country or countries listed in the corresponding row in the second column below: % Limit Countries/Obligors 15.0% All of The Netherlands, the United Kingdom, Germany, Ireland, Sweden, Switzerland, Austria, Belgium, Denmark, Finland, France, Liechtenstein, Luxembourg, Norway, Spain, Greece, Italy, Portugal and Permitted Non-U.S. Obligors 10.0% Any of The Netherlands or the United Kingdom 15.0% All of The Netherlands and the United Kingdom 5.0% Any of Germany, Ireland, Sweden, Switzerland, Austria, Belgium, Denmark, Finland, France, Liechtenstein, Luxembourg, Norway, Spain or any Permitted Non-U. S. Obligor (except obligors principally located in Canada) 10.0% All of Germany, Ireland, Sweden, Switzerland, Austria, Belgium, Denmark, Finland, France, Liechtenstein, Luxembourg, Norway, Spain and Permitted Non-U.S. Obligors (except obligors principally located in Canada) 69
3.0% Any of Greece, Italy or Portugal 5.0% All of Greece, Italy and Portugal provided, however, clause (z) of this definition of Portfolio Profile Test will not apply to the acquisition of a Collateral Debt Obligation issued by a Special Purpose Vehicle; provided that, if such Collateral Debt Obligation is issued by a Special Purpose Vehicle that holds or references a single obligation, such clauses will apply (to the extent relevant) and will be applied (both for purposes of such acquisition as well as any other acquisition to which such clause applies) as if such obligation were the relevant Collateral Debt Obligation); (aa) Not more than 5.0% of the Principal Collateral Value will consist of Collateral Debt Obligations with a Moody's Rating of "Caa1" or below; (bb) Not more than 5.0% of the Principal Collateral Value will consist of Collateral Debt Obligations with a Standard & Poor's Rating of "CCC+" or below; (cc) Not more than 7.5% of the Principal Collateral Value will consist of Collateral Debt Obligations that are Triple-C Collateral Debt Obligations; (dd) (i) Not more than 5.0% of the Principal Collateral Value will consist of Collateral Debt Obligations that have attached equity features and (ii) no Collateral Debt Obligation's equity feature will be a value greater than 2.0% of the Principal Balance of such Collateral Debt Obligation; (ee) Not more than 5.0% of the Principal Collateral Value will consist of Collateral Debt Obligations that provide for any payments which are or will be subject to deduction or withholding for or on account of any withholding or similar tax (other than commitment fees); provided that this clause (ee) will not be applicable to the acquisition of any such Collateral Debt Obligation with respect to which the related issuer is required to make "gross up" payments that ensure that the net amount actually received by the Issuer (free and clear of taxes, whether assessed against such obligor or the Issuer) will equal the full amount that the Issuer would have received had no such deduction or withholding been required; and (ff) Not more than 2.0% of the Principal Collateral Value will consist of Collateral Debt Obligations that mature following the Stated Maturity of the Notes (excluding any Collateral Debt Obligation that matures subsequent to the Stated Maturity of the Notes that is subject to an unexpired put option exercisable at the option of the holder of the Collateral Debt Obligation at a price at least equal to par prior to the Stated Maturity of the Notes). For the purposes of clauses (a) and (b) above, the principal amount of funds resulting from Principal Proceeds and Sale Proceeds on deposit in the Principal Collection Account, including Eligible <strong>Investment</strong>s purchased with such funds, will be included as Floating Rate Collateral Debt Obligations that are First Lien Loans. Unless a Rating Confirmation from Standard & Poor's with respect thereto has been obtained, for purposes of clause (x) of the Portfolio Profile Test, any issuers or obligors affiliated with one another will be considered one issuer or obligor (other than issuers that are affiliated solely by reason of common ownership by a Financial Sponsor). "Principal Collateral Value" means, the sum of (i) the Aggregate Principal Balance of the Collateral Debt Obligations plus accrued interest on the Collateral Debt Obligations to the extent that such accrued interest was purchased with Principal Proceeds and (ii) amounts on deposit in the Principal Collection Account, including Eligible <strong>Investment</strong>s that represent Principal Proceeds (after giving effect to any prior distribution pursuant to the Priority of Payments); provided that, for purposes of determining whether or not the Portfolio Profile Test is satisfied in all cases under the Indenture, the Principal Collateral Value of a Defaulted Obligation will be deemed to be zero and will not be included or considered in such determination. "Delayed Draw Term Loan" means any bank loan that is fully committed on the initial funding date of such bank loan and is required to be fully funded in one or more installments but which, once all such installments have been made, has the characteristics of a term loan. 70
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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
Page 37 and 38: the proceeds of such sale may be re
Page 39 and 40: (v) the Weighted Average Rating Fac
Page 41 and 42: (6) to the payment of accrued and u
Page 43 and 44: (4) to the payment of the amounts r
Page 45 and 46: RISK FACTORS An investment in the O
Page 47 and 48: To the extent the requirements unde
Page 49 and 50: Preferred Shares. In the event of a
Page 51 and 52: Investments of the Issuer in securi
Page 53 and 54: Controlling Class are entitled to d
Page 55 and 56: the ability of the Co-Issuers to op
Page 57 and 58: Agency in rating the Notes or any r
Page 59 and 60: not directly benefit from the colla
Page 61 and 62: circumstances, the loaned Collatera
Page 63 and 64: Securities are entitled to vote, in
Page 65 and 66: 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: In order to ensure that the Issuer
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 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
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Manager, the resigning or removed C
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Manager certain reports, schedules
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A U.S. Holder generally will recogn
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CAYMAN ISLANDS TAX CONSIDERATIONS T
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The Issuer intends to limit purchas
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In the Placement Agreement, each of
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any of their respective affiliates
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Additional Restrictions No transfer
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EMPLOYEE BENEFIT PLAN SUBJECT TO TI
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AND IS NOT A QUALIFIED PURCHASER, A
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warehouse facility (including the l
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GLOSSARY "Accredited Investor" mean
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such Floating Rate Collateral Debt
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has decreased its spread over a Lon
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"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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