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

CERTAIN ERISA CONSIDERATIONS
General
Subject to the following discussion and transfer restrictions, the Offered Securities may be acquired by pension,
profit-sharing or other employee benefit plans subject to Title I of ERISA, as well as individual retirement accounts
("IRAs"), Keogh plans and other plans covered by Section 4975 of the Code, as well as entities deemed to hold
"plan assets" of any of the foregoing under the Plan Asset Regulations (as defined below) (each a "Plan"). Section
406 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code") prohibit a Plan from engaging in certain transactions with
persons that are "parties in interest" under ERISA or "disqualified persons" under the Code with respect to such
Plan. A violation of these "prohibited transaction" rules may result in an excise tax or other penalties and liabilities
under ERISA and the Code for such persons or the fiduciaries of the Plan. In the case of an IRA, a prohibited
transaction or conflict of interest that involves the beneficiary of the IRA could result in disqualification of the IRA.
In addition, Title I of ERISA also requires fiduciaries of a Plan subject to ERISA to make investments that are
prudent, diversified and in accordance with the governing plan documents.
Employee benefit plans that are governmental plans (as defined in Section 3(32) of ERISA), foreign plans and
certain church plans (as defined in Section 3(33) of ERISA) are not subject to ERISA requirements; however, such
plans may be subject to substantially similar non-U.S., federal, state or local law restrictions.
Plan Assets: the Class A Notes, the Class B Notes and the Class C Notes
Certain transactions involving the Co-Issuers might be deemed to constitute prohibited transactions under
ERISA and the Code with respect to a Plan if assets of the Co-Issuers were deemed to be assets of the Plan. Under
regulations issued by the United States Department of Labor at 29 C.F.R. 2510.3-101 (the "Plan Asset
Regulations"), the assets of the Co-Issuers would be treated as plan assets of a Plan for the purposes of ERISA and
the Code only if the Plan acquired an "equity interest" in the Co-Issuers and none of the exceptions to plan assets
status contained in the Plan Asset Regulations was applicable. An equity interest is defined under the Plan Asset
Regulations as an interest other than an instrument which is treated as indebtedness under applicable local law and
which has no substantial equity features.
Although there is little guidance on the subject, the Co-Issuers believe that, at the time of their issuance, the
Class A Notes, the Class B Notes and the Class C Notes should not be treated as an equity interest in the Co-Issuers
for purposes of the Plan Asset Regulations. This determination is based in part upon the traditional debt features of
such Notes, including the reasonable expectation of purchasers of such Notes that such Notes will be repaid when
due, as well as the absence of conversion rights, warrants and other typical equity features. The debt treatment of
the Class A Notes, the Class B Notes and the Class C Notes for ERISA purposes could change if the Co-Issuers
incurred losses. This risk of recharacterization is enhanced for Notes that are subordinated to other classes of
securities.
Plan Assets: the Preferred Shares
The Issuer believes that the Preferred Shares will be treated as equity for purposes of the Plan Asset
Regulations. Under one exception to the Plan Asset Regulations, however, the assets of the Co-Issuers will not be
treated as plan assets if participation in the Co-Issuers by Benefit Plan Investors is not "significant." Benefit Plan
Investor participation will not be "significant" for purposes of the Plan Asset Regulations if less than 25% of each
class of equity interests is held by Benefit Plan Investors, excluding interests held by persons (other than Benefit
Plan Investors) who have discretionary authority or control with respect to the assets of the Co-Issuers, or who
provide investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of any such person
(each, a "Controlling Person"). A Benefit Plan Investor is defined as (a) any "employee benefit plan" within the
meaning of section 3(3) of ERISA (whether or not subject to ERISA, and including, without limitation, foreign or
governmental plans), any "plan" described in section 4975(e)(1) of the Code (including an IRA), or any entity whose
underlying assets include "plan assets" of any of the foregoing by reason of an employee benefit plan's or a plan's
investment in such entity (including an insurance company general account).
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