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

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Dated: [Insert Name of Purchaser Above] By: Name: Title: __________________________ Aggregate original issue price of Preferred Shares: U.S.$ Taxpayer identification number: Address for notices: Wire transfer information for payments: Bank: Address: Bank ABA#: Account #: Telephone: Facsimile: Attention: FAO: Attention: Denominations of certificates (if more than one): Registered name: cc: Octagon Investment Partners IX, Ltd. c/o Maples Finance Limited P.O. Box 1093GT Queensgate House South Church Street, George Town Grand Cayman, Cayman Islands A-5
ANNEX B FORM OF PREFERRED SHARE ERISA AND AFFECTED BANK CERTIFICATE The purpose of this Benefit Plan Investor Certificate (this "Certificate") is, among other things, to (i) endeavor to ensure that less than 25% of the value of the Preferred Shares issued by Octagon Investment Partners IX, Ltd. (the "Issuer") is held by "Benefit Plan Investors" as contemplated and defined under the U.S. Department of Labor's regulations set forth at 29 C.F.R. Section 2510.3-101 (the "Plan Asset Regulations") so that the Issuer will not be subject to the U.S. federal pension laws contained in ERISA and Section 4975 of the Code, (ii) endeavor to ensure that no Affected Bank, directly or in conjunction with its affiliates, owns more than 33⅓% of the outstanding Preferred Shares, (iii) obtain from you certain representations and agreements and (iv) provide you with certain related information with respect to your acquisition, holding or disposition of the Preferred Shares. By signing this Certificate, you agree to be bound by its terms. Please be aware that the information contained in this Certificate is not intended to constitute advice and the examples given below are not intended to be, and are not, comprehensive. You should contact your own counsel if you have any questions in completing this Certificate. Capitalized terms not defined in this Certificate shall have the meanings ascribed to them in the final offering memorandum of the Issuer or the Indenture. Please review the information in this Certificate and check the box(es) that are applicable to you. you. If a box is not checked, you are agreeing that the applicable Section does not, and will not, apply to 1. Employee Benefit Plans Subject to ERISA or the Code. We, or the entity on whose behalf we are acting, are an "employee benefit plan" within the meaning of Section 3(3) of ERISA that is subject to the fiduciary responsibility provisions of ERISA or a "plan" within the meaning of Section 4975(e)(1) of the Code that is subject to Section 4975 of the Code. Examples: (i) tax qualified retirement plans such as pension, profit sharing and section 401(k) plans, (ii) welfare benefit plans such as accident, life and medical plans, (iii) individual retirement accounts or "IRAs" and "Keogh" plans and (iv) certain tax-qualified educational and savings trusts. 2. Employee Benefit Plans Not Subject to ERISA or the Code. We, or the entity on whose behalf we are acting, are a plan or retirement arrangement of a type described in the definition of an "employee benefit plan" within the meaning of Section 3(3) of ERISA but which is NOT subject to the fiduciary provisions of ERISA or to Section 4975 of the Code. Examples: (i) governmental plans, (ii) certain church plans that did not elect to be subject to the taxqualification provisions of the Code and (iii) non-US plans. 3. Entity Holding Plan Assets by Reason of Plan Asset Regulations. We, or the entity on whose behalf we are acting, are an entity or fund whose underlying assets include "plan assets" of any Benefit Plan Investor, as determined under the Plan Asset Regulations. Examples: (i) an insurance company separate account, (ii) a bank collective trust fund and (iii) a hedge fund or other private investment vehicle where 25% or more of the value of any class of its equity is held by Benefit Plan Investors. Note: The Plan Asset Regulations are technical. Accordingly, if you have any question regarding whether you may be an entity described in this Section 3, you should consult with your counsel. 4. Insurance Company General Account. We, or the entity on whose behalf we are acting, are an insurance company purchasing the Preferred Shares with funds from our or their general account (i.e., the insurance company's corporate investment portfolio), the assets of which, in whole or in part, constitute "plan assets" for purposes of the Plan Asset Regulations. B-2
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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
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the proceeds of such sale may be re
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(v) the Weighted Average Rating Fac
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(6) to the payment of accrued and u
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(4) to the payment of the amounts r
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RISK FACTORS An investment in the O
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To the extent the requirements unde
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Preferred Shares. In the event of a
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Investments of the Issuer in securi
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Controlling Class are entitled to d
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the ability of the Co-Issuers to op
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Agency in rating the Notes or any r
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not directly benefit from the colla
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circumstances, the loaned Collatera
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Securities are entitled to vote, in
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As part of their regular business,
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Declaration of Trust). It is not an
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Carrie Bunton, Vice President Carri
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any Notes for any Interest Accrual
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Withholding Tax Obligations, in eac
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Payments on the Offered Securities
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state of the United States or any o
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payments except the portion thereof
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Intermediary; and (ii) all other ac
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Payment Sequence or (y) if, on the
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payment of all amounts due from the
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In order to ensure that the Issuer
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3.0% Any of Greece, Italy or Portug
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assigning Selling Institution shoul
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The Class B Interest Coverage Test
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Minimum Diversity Score Maximum Wei
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Rating/Minimum Spread/Maximum WAL M
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Moody's Recovery Rate for All Other
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emaining for the payment of the Cla
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(b) the Overcollateralization Tests
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The "Required Sale Date" means, (a)
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Principal Collection Account All pr
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Agreement, or if any such Swap Agre
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Account will be utilized to purchas
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transfer of such amounts (except fo
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(y) replace itself under the relate
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denominated in the same Permitted C
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Lending Counterparty so that the Se
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agreed that if such purchaser is no
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or bad faith on its part, arising o
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and all other amounts payable under
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federal, state, local or foreign in
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elevant provisions of the Indenture
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Co-Issuers of all other amounts due
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holders of the Preferred Shares of,
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Zhen Tao, Associate. Prior to joini
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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
Page 147 and 148: The Issuer intends to limit purchas
Page 149 and 150: In the Placement Agreement, each of
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Page 159 and 160: warehouse facility (including the l
Page 161 and 162: GLOSSARY "Accredited Investor" mean
Page 163 and 164: such Floating Rate Collateral Debt
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Page 167 and 168: "Defaulted Obligation" means for an
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Page 179 and 180: "Principal Balance" means with resp
Page 181 and 182: disposition of Collateral Debt Obli
Page 183 and 184: "Sale Proceeds" means with respect
Page 185 and 186: ating if such rating is higher than
Page 187 and 188: Aa1 15% 20% Aa2 10% 20% Aa3 7.5% 15
Page 189 and 190: INDEX OF DEFINED TERMS $...........
Page 191 and 192: Issuer Par Amount .................
Page 193 and 194: USA PATRIOT Act....................
Page 195 and 196: equirement for written certificatio
Page 197: 9. We understand that the Issuer, t
Page 201 and 202: (v) (vi) the proceeds of such sale,
Page 203 and 204: EXHIBIT A Aggregate Industry Unit S
Page 205 and 206: Standard & Poor's Industry Classifi
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Octagon Investment Partners IX, Ltd. JPMorgan - Irish Stock Exchange

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