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

The Preferred Shares are Highly Leveraged, which Increases Risks to Investors in Preferred Shares; Other
Subordinated Classes are Also Leveraged
The Preferred Shares represent a highly leveraged investment in the Collateral. Therefore, the market value of
the Preferred Shares would be anticipated to be significantly affected by, among other things, changes in the market
value of the Collateral, changes in the distributions on the Collateral, defaults and recoveries on the Collateral,
capital gains and losses on the Collateral, prepayments on Collateral and the availability, prices, interest rates and
exchange rates of Collateral and other risks associated with the Collateral as described in "—Relating to the
Collateral Debt Obligations" below. Accordingly, the Preferred Shares may not be paid in full and may be subject
to up to 100% loss. Furthermore, the leveraged nature of each subordinated class of Offered Securities may magnify
the adverse impact on each such class of changes in the market value of the Collateral, changes in the distributions
on the Collateral, defaults and recoveries on the Collateral, capital gains and losses on the Collateral, prepayments
on Collateral and availability, prices, interest rates and exchange rates of Collateral.
Interest Will Be Deferred on the Class B Notes and the Class C Notes if There Are Insufficient Funds under the
Priority of Payments for Payment of Interest
So long as any more senior Class of Notes is outstanding, to the extent that funds are not available on any
Distribution Date to pay the full amount of interest on the Class B Notes or the Class C Notes or if such interest is
not paid in order to satisfy the Coverage Tests, such amounts will not be due and payable on such Distribution Date,
but will be deferred and added to the principal balance of the applicable Class or Classes and, thereafter, will bear
interest at the Note Interest Rate for such Class or Classes until paid. The failure to pay such Deferred Interest on
such Payment Date will not be an Event of Default under the Indenture. Any such Deferred Interest must, in any
case, be paid no later than the earlier of the Redemption Date or Stated Maturity of the relevant Class or Classes of
the Notes.
The Indenture May Be Modified without the Consent of the Holders of the Offered Securities
The provisions of the Indenture may be modified subject to the satisfaction of various conditions precedent. In
certain cases, the consent of holders of Offered Securities is required for such modifications, but, in certain cases,
such consent is not required. One of such conditions is that the interests of any holders of the Notes or Preferred
Shares would not be materially adversely affected by such modification. However, in certain cases described herein
under "The Indenture––Modification of the Indenture," unless a Majority of any Class of Notes or a Majority of
Preferred Shares notifies the Trustee that its interests will be materially adversely affected by such supplemental
indenture, the interests of the holders of such Class of Notes or the holders of the Preferred Shares will be deemed
not to be materially affected thereby. Moreover, in the case of any supplemental indenture that (a) modifies the
Collateral Quality Tests, the definition of the term "Moody's Rating" or "Standard & Poor's Rating" or any of the
defined terms used in the Collateral Quality Tests or (b) facilitates the addition of additional collateral quality tests
required by the Rating Agencies to measure the characteristics of the pool of Collateral or adds or modifies defined
terms related thereto, the interests of the holders of the Notes of each Class will be deemed not to be materially
adversely affected by such proposed supplemental indenture if Rating Confirmation with respect to such Class of
Notes is received with respect to such supplemental indenture.
In addition, in many cases when consent of the holders of Notes is required to make modifications to the
Indenture, such modifications may be made with the consent of a Majority of the outstanding Notes voting together
as a single class, in which case any single Class of Notes that is adversely affected by such modification may not be
able to block such modifications. Initially, the Class A-1 Notes will constitute approximately 84.5% of the
Aggregate Outstanding Amount of the Notes issued on the Closing Date and will be able to control the vote relating
to such modifications. See "The Indenture––Modification of the Indenture."
The Collateral May Be Insufficient to Redeem the Offered Securities in an Event of Default
It is anticipated that the proceeds received by the Issuer on the Closing Date from the issuance of the Offered
Securities, net of certain fees and expenses, will be less than the aggregate amount of Offered Securities.
Consequently, it is anticipated that on the Closing Date the Aggregate Principal Balance of the Collateral will be less
than the sum of the Aggregate Outstanding Amount of the Notes plus the aggregate original issue price of the
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