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GoldenTree Loan Opportunities III, Limited - Irish Stock Exchange

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Acquisition of Collateral Obligations prior to closing date; there is limited disclosure about the<br />

Collateral Obligations in this offering circular.<br />

The Issuer's purchase of Collateral Obligations prior to the Closing Date was financed through (i) loans<br />

made by JPMCB to the Issuer and (ii) the purchase by an affiliate of JPMCB of certain subordinated<br />

notes of the Issuer, in each case pursuant to a warehousing agreement. Any gains or losses realized by the<br />

Issuer in respect of Collateral Obligations that are sold or otherwise disposed of prior to the Closing Date<br />

will be for the Issuer's account. Collateral Obligations owned by the Issuer on the Closing Date were<br />

purchased in the open market, and the purchase price paid by the Issuer for such Collateral Obligations is<br />

the prevailing price at the time such Collateral Obligations were purchased. Because the purchase price<br />

of Collateral Obligations owned by the Issuer on the Closing Date is determined prior to such date, the<br />

prevailing market price of such Collateral Obligations on the Closing Date may be higher or lower than<br />

such purchase price. Accordingly, any unrealized losses or gains experienced by the Issuer in respect of<br />

the Collateral Obligations acquired by the Issuer prior to, and owned by the Issuer on, the Closing Date<br />

will be for the Issuer's account.<br />

The Issuer and the Portfolio Manager will not be required to provide the holders of the Offered Securities<br />

or the Trustee with financial or other information (which may include material non-public information) it<br />

receives pursuant to the Collateral Obligations and related documents. The Portfolio Manager also will<br />

not disclose to any of these parties the contents of any notice it receives pursuant to the Collateral<br />

Obligations or related documents. In particular, the Portfolio Manager will not have any obligation to<br />

keep any of these parties informed as to matters arising in relation to any Collateral Obligations, except<br />

with respect to: (i) the receipt or non-receipt, on an aggregate basis, of principal, interest, or other<br />

amounts of collections or recoveries; (ii) the cancellation of any Collateral Obligations; (iii) default<br />

amounts in respect of the Collateral Obligations; and (iv) certain other information required to be reported<br />

under the Portfolio Management Agreement and the Indenture.<br />

The holders of the Offered Securities and the Trustee will not have any right to inspect any records<br />

relating to the Collateral Obligations, and the Portfolio Manager will not be obligated to disclose any<br />

further information or evidence regarding the existence or terms of, or the identity of any obligor on, any<br />

Collateral Obligations, unless (i) specifically required by the Portfolio Management Agreement or (ii)<br />

following its receipt of a written request from the Trustee, the Portfolio Manager in its sole discretion<br />

determines that the disclosure of such further information or evidence regarding the existence or terms of,<br />

or the identity of any obligor on, any Collateral Obligation to the Trustee would not be prohibited by<br />

applicable law or the underlying instruments relating to such Collateral Obligation, in which case the<br />

Portfolio Manager will disclose such further information or evidence to the Trustee; provided, the Trustee<br />

will not disclose such further information or evidence to any third party. Furthermore, the Portfolio<br />

Manager may demand that any persons requesting that information execute confidentiality agreements<br />

before being provided with the information.<br />

Lender liability considerations and equitable subordination can affect the Issuer's rights with<br />

respect to Collateral Obligations.<br />

A number of judicial decisions have upheld judgments of borrowers against lending institutions on the<br />

basis of various evolving legal theories, collectively termed "lender liability." Generally, lender liability<br />

is founded on the premise that a lender has violated a duty (whether implied or contractual) of good faith,<br />

commercial reasonableness and fair dealing, or a similar duty owed to the borrower or has assumed an<br />

excessive degree of control over the borrower resulting in the creation of a fiduciary duty owed to the<br />

borrower or its other creditors or shareholders. Because of the nature of the Assets, the Issuer may be<br />

subject to allegations of lender liability.<br />

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