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

In addition, under common law principles that in some cases form the basis for lender liability claims, if a
lender or bondholder (a) intentionally takes an action that results in the undercapitalization of a borrower to the
detriment of other creditors of such borrower, (b) engages in other inequitable conduct to the detriment of such other
creditors, (c) engages in fraud with respect to, or makes misrepresentations to, such other creditors or (d) uses its
influence as a stockholder to dominate or control a borrower to the detriment of other creditors of such borrower, a
court may elect to subordinate the claim of the offending lender or bondholder to the claims of the disadvantaged
creditor or creditors, a remedy called "equitable subordination." Because of the nature of the Collateral, the
Collateral may be subject to claims of equitable subordination.
Because affiliates of, or persons related to, the Collateral Manager may hold equity or other interests in obligors
of Collateral Debt Obligations, the Issuer could be exposed to claims for equitable subordination or lender liability
or both based on such equity or other holdings.
The preceding discussion is based upon principles of United States federal and state laws. Insofar as Collateral
Debt Obligations that are obligations of non-United States obligors are concerned, the laws of certain foreign
jurisdictions may impose liability upon lenders or bondholders under factual circumstances similar to those
described above, with consequences that may or may not be analogous to those described above under United States
federal and state laws.
Loan Prepayments May Affect the Ability of the Issuer to Invest and Reinvest Available Funds in Appropriate
Collateral
Loans are generally prepayable in whole or in part at any time at the option of the obligor thereof at par plus
accrued unpaid interest thereon. Prepayments on loans may be caused by a variety of factors which are often
difficult to predict. Consequently, there exists a risk that loans purchased at a price greater than par may experience
a capital loss as a result of such a prepayment. In addition, principal proceeds received upon such a prepayment are
subject to reinvestment risk during the Reinvestment Period. Any inability of the Issuer to reinvest payments or
other proceeds in Collateral with comparable interest rates that satisfy the Reinvestment Criteria specified herein
may adversely affect the timing and amount of payments received by the holders of Offered Securities and the yield
to maturity of the Notes and the distributions on the Preferred Shares. There is no assurance that the Issuer will be
able to reinvest proceeds in Collateral with comparable interest rates that satisfy the Reinvestment Criteria or (if it is
able to make such reinvestments) as to the length of any delays before such investments are made.
The Issuer May Not Be Able to Acquire Collateral Debt Obligations That Satisfy the Reinvestment Criteria
A portion of the initial Collateral Debt Obligations is expected to be purchased after the Closing Date as
described herein. The ability of the Issuer to acquire an initial portfolio of Collateral Debt Obligations that satisfies
the Reinvestment Criteria at the projected prices, ratings, rates of interest and any other applicable characteristics
will be subject to market conditions and availability of such Collateral Debt Obligations. Any inability of the Issuer
to acquire Collateral Debt Obligations that satisfy the Reinvestment Criteria specified herein may adversely affect
the timing and amount of payments received by the holders of Offered Securities and the yield to maturity of the
Notes and the distributions on the Preferred Shares. There is no assurance that the Issuer will be able to acquire
Collateral Debt Obligations that satisfy the Reinvestment Criteria.
Investing in Loans Involves Particular Risks
The Issuer may acquire interests in loans either directly (by way of assignment from the selling institution) or
indirectly (by purchasing a Participation from the selling institution or through the acquisition of Synthetic
Securities). As described in more detail below, holders of Participations and Synthetic Securities are subject to
additional risks not applicable to a holder of a direct interest in a loan.
Participations by the Issuer in a selling institution's portion of a loan ("Participations") typically result in a
contractual relationship only with such selling institution, not with the borrower. In the case of a Participation, the
Issuer will generally have the right to receive payments of principal, interest and any fees to which it is entitled only
from the institution selling the participation and only upon receipt by such selling institution of such payments from
the borrower. By holding a Participation in a loan, the Issuer generally will have no right to enforce compliance by
the borrower with the terms of the loan agreement, nor any rights of set off against the borrower, and the Issuer may
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