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

As part of their regular business, the JPMorgan Companies may also provide investment banking, commercial
banking, asset management, financing and financial advisory services and products to, and purchase, hold and sell,
both for their respective accounts or for the account of their respective clients, on a principal or agency basis, loans,
securities, and other obligations and financial instruments and engage in private equity investment activities. The
JPMorgan Companies will not be restricted in their performance of any such services or in the types of debt or
equity investments, which they may make. In conducting the foregoing activities, the JPMorgan Companies will be
acting for their own account or the account of their customers and will have no obligation to act in the interest of the
Issuer.
The JPMorgan Companies may, by virtue of the relationships described above or otherwise, at the date hereof
or at any time hereafter, be in possession of information regarding certain of the issuers of Collateral Debt
Obligations and their respective affiliates, that is or may be material in the context of the Offered Securities and that
is or may not be known to the general public. None of the JPMorgan Companies has any obligation, and the
offering of the Offered Securities will not create any obligation on their part, to disclose to any purchaser of the
Offered Securities any such relationship or information, whether or not confidential.
ERISA Considerations
If the ownership of Preferred Shares or any other class of equity interest in the Issuer by Benefit Plan Investors
were to equal or exceed 25% of the value of the class of equity (as determined under the Plan Asset Regulation
issued by the United States Department of Labor at 29 C.F.R. Section 2510.3-101 (the "Plan Asset Regulation")),
resulting in the assets of the Issuer being deemed to be "plan assets," certain transactions that the Issuer might enter
into, or may have entered into, in the ordinary course of business might constitute non-exempt prohibited
transactions under ERISA and/or Section 4975 of the Code and might have to be rescinded, at significant cost to the
Issuer. Additionally, the Issuer or one or more "parties in interest" (as defined in Section 3(14) of ERISA) or
"disqualified persons" (as defined in Section 4975(e)(2) of the Code) may be subject to other penalties or excise
taxes with respect to such transaction. The term "Benefit Plan Investor" is defined in the Plan Asset Regulation as
(a) any employee benefit plan (as defined in Section 3(3) of ERISA), whether or not it is subject to the provisions of
Title I of ERISA, including, without limitation, foreign, governmental or church plans, (b) any plan described in
Section 4975(e)(1) of the Code and (c) any entity whose underlying assets include plan assets by reason of an
employee benefit plan's or a plan's investment in the entity.
The Issuer intends, through the use of representations, to restrict ownership of the Preferred Shares so that no
assets of the Issuer will be deemed to be "plan assets" subject to ERISA or Section 4975 of the Code as such term is
defined in the Plan Asset Regulation. Although the Issuer intends to restrict the acquisition of Preferred Shares by
Benefit Plan Investors, there can be no assurance that ownership of Preferred Shares or any other class of equity
interest in the Issuer by Benefit Plan Investors will always remain below the 25% limitation established under the
Plan Asset Regulation.
See "Certain ERISA Considerations" herein for a more detailed discussion of certain ERISA and related
considerations with respect to an investment in the Offered Securities.
German Banking Act and German Investment Act
There is currently legal uncertainty in the Federal Republic of Germany as to whether collateralized debt
obligation transactions in relation to which there are German investors involve activities requiring a license under
the German Banking Act (Kreditwesengesetz—KWG) on the basis that they constitute "banking business." In
particular, the German regulator recently broadly interpreted banking business in the form of principal broking
business (Finanzkommissionsgeschäft) under the German Banking Act as including cases where a German or
foreign company invests in financial instruments for the economic interest of German investors. Should it be
determined that activities involved in collateralized debt obligation transactions in relation to which there are
German investors are subject to license requirements under the German Banking Act, the German regulator could, to
the extent it has authority to do so, impose sanctions on certain of the parties involved in such collateralized debt
obligation transactions, including seeking the immediate cessation of the relevant issuer's activities in Germany and
prompt liquidation of the transactions conducted by it with German investors.
46