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

losses, damages, liabilities, indemnities or other obligations in connection with any transactions contemplated
thereby. Recourse in respect of any obligations of the Issuer under the Securities Lending Agreement will be limited
to the Collateral and on the exhaustion thereof all claims against the Issuer thereunder or any transactions
contemplated thereby will be extinguished and will not thereafter revive. In addition, each Securities Lending
Counterparty will be required to agree that it will not institute against the Issuer, or join, cause, cooperate with or
encourage any other Person in instituting against the Issuer, any bankruptcy, insolvency, reorganization, receivership
or similar proceeding so long as any Notes will be outstanding and there will have elapsed one year plus one day or,
if longer, the applicable preference period then in effect, including, without limitation, any period established
pursuant to the laws of the Cayman Islands since the last day on which any Notes will have been outstanding.
The number of different Securities Lending Counterparties, when added to the number of Hedge Counterparties,
Selling Institutions selling Participations and Synthetic Security Counterparties currently involved in transactions
with the Issuer, may not exceed 15.
A/B Exchanges
The Indenture provides that, notwithstanding anything therein to the contrary, a Collateral Debt Obligation that
is a security (the "A Item") may be exchanged for another security (the "B Item") solely for purposes of effecting an
A/B Exchange (as defined below) with respect to the A Item if the Trustee shall have received (i) an Issuer Order
with respect to such exchange and (ii) a certification from the Issuer that the relevant sections of the Indenture shall
have been complied with in respect of such A/B Exchange. An "A/B Exchange" with respect to an A Item means an
exchange of the A Item for (1) a B Item, which will be issued by the issuer or issuers of the A Item and will have
substantially identical terms to the A Item, except that one or more restrictions on the ability of the holder to sell or
otherwise dispose of the A Item (including the requirement that the holder deliver a prospectus to the transferee in
such sale or other disposition) are intended to be inapplicable to the B Item and (2) cash or cash equivalents in
settlement of fractional or unauthorized denominations of A Items tendered for exchange or B Items received in the
exchange.
Margin Stock
Regulation U governs certain extensions of credit by Regulation U Lenders. Under current interpretations of
Regulation U by the FRB and its staff, the purchase of debt securities such as the Notes in a private placement may
constitute an extension of credit. Among other things, Regulation U generally imposes certain limits on the amount
of Purpose Credit that Regulation U Lenders may extend that is secured directly or indirectly by Margin Stock.
Because Regulation U Lenders are not subject to the Regulation U credit limits with respect to extensions of credit
that are not Purpose Credit, the provisions of the Indenture and the Collateral Management Agreement are intended
to ensure that any credit extended by purchasers of the Notes is not Purpose Credit.
Regulation U also generally requires Regulation U Lenders (other than persons that are banks within the
meaning of Regulation U) to register with the FRB. Under an interpretation of Regulation U by the FRB staff,
Qualified Institutional Buyers purchasing debt securities secured by Margin Stock in a transaction in compliance
with Rule 144A are not required to register with the FRB where the proceeds of the securities are not used for
Purpose Credit. Non-U.S. Persons purchasing Notes in reliance on Regulation S who do not have their principal
place of business in a Federal Reserve District of the FRB also are not required to register with the FRB.
Any purchaser of Notes who is not a bank (as defined in Regulation U) and is not required to register with the
FRB will not be subject to any provisions of Regulation U. Any purchaser of the Notes who is a bank or who is
already registered with the FRB as a Regulation U lender generally must obtain from any person to whom they
extend credit secured by Margin Stock a Federal Reserve Form U-1 (for bank lenders) or Form G-3 (for non-bank
lenders). Initial purchasers of the Notes may obtain a Form U-1 or G-3, as applicable, executed by the Issuer or the
Co-Issuers, as applicable, from the Issuer, for execution and retention by such purchaser on or prior to the Closing
Date. Form U-1 or Form G-3, as applicable, also will be made available by the Trustee to any investors in the Notes
after the Closing Date. Each purchaser of Notes will be responsible for its own compliance with Regulation U,
including the filing by the purchaser of any required registration or annual filings under Regulation U, and
purchasers of Notes should consult with their own legal advisors as to Regulation U and its application to them.
Purchasers of Notes not otherwise exempt from registering with the FRB will be deemed to have covenanted and
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