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

warehouse facility (including the loans borrowed thereunder and certain preference shares issued in connection
therewith) and the Notes described herein.
5. Neither of the Co-Issuers is, or has since incorporation been, involved in any governmental, legal
or arbitration proceedings relating to claims in amounts which may have or have had a material effect on the Co-
Issuers in the context of the issue of the Notes, nor, so far as either Co-Issuer is aware, is any such governmental,
legal or arbitration proceedings involving it pending or threatened.
6. The issuance by the Issuer of the Offered Securities is expected to be authorized by the board of
directors of the Issuer by resolutions to be passed prior to the Closing Date and the issuance by the Co-Issuer of the
Class A Notes, the Class B Notes and the Class C Notes is expected to be authorized by the board of directors of the
Co-Issuer by resolutions to be passed prior to the Closing Date.
7. The Issuer is not required by Cayman Islands law, and the Issuer does not intend, to publish
annual reports and accounts. The Co-Issuer is not required by Delaware State law, and the Co-Issuer does not
intend, to publish annual reports and accounts. The Indenture, however, requires the Issuer to provide the Trustee
with written confirmation, on an annual basis, that to the best of its knowledge following review of the activities of
the prior year, no Event of Default has occurred or, if one has, specifying the same.
8. The Co-Issuers do not intend to provide any post-issuance information in relation to the Notes or
the performance of the Collateral Debt Obligations.
9. The Notes sold in offshore transactions in reliance on Regulation S under the Securities Act and
represented by the Regulation S Global Notes have been accepted for clearance through Clearstream and Euroclear.
The Notes sold to persons that are Qualified Institutional Buyers and Qualified Purchasers in reliance on Rule 144A
under the Securities Act (or, in the case of initial sales, in reliance on Section 4(2) of the Securities Act) and
represented by Rule 144A Global Notes have been accepted for clearance through DTC.
The CUSIP Numbers and International Securities Identification Numbers (ISIN) for the Global Notes, the
Definitive Notes and the Preferred Shares:
CUSIP ISIN Common Code
Class A-1 Notes (Regulation S) ............... G6710LAA2 USG6710LAA29 025456068
Class A-1 Notes (Rule 144A) .................. 675726AA1 US675726AA18 025455975
Class A-2 Notes (Regulation S)............... G6710LAB0 USG6710LAB02 025456238
Class A-2 Notes (Rule 144A) .................. 675726AC7 US675726AC73 025456203
Class B Notes (Regulation S)................... G6710LAC8 USG6710LAC84 025456343
Class B Notes (Rule 144A)...................... 675726AE3 US675726AE30 025456254
Class C Notes (Regulation S)................... G6710LAD6 USG6710LAD67 025456432
Class C Notes (Rule 144A)...................... 675726AG8 US675726AG87 025456416
Preferred Shares (accredited)................... 675725303 US6757253033 N/A
Preferred Shares (Regulation S)............... G67102106 KYG671021064 N/A
Preferred Shares (Rule 144A).................. 675725204 US6757252043 N/A
Certain Additional Issues Relating to Listing of the Notes
The Indenture provides that, if the Collateral Manager on behalf of the Co-Issuers determines that the
maintenance of the listing of any Class of Notes on the Irish Stock Exchange (or any alternative listing on another
securities exchange as described below in this paragraph) is unduly onerous or burdensome, the Co-Issuers will have
the right to cause such Class of Notes to be delisted from the Irish Stock Exchange (or such other securities
exchange). The Indenture also provides that, if any such delisting occurs with respect to such Class, the Co-Issuers
will use reasonable efforts to apply for the alternative listing of such Class on such other securities exchange as the
Collateral Manager on behalf of the Co-Issuers may choose, except to the extent that the Collateral Manager
determines on behalf of the Co-Issuers that obtaining or maintaining such alternative listing would itself be unduly
onerous or burdensome. Without limiting the Collateral Manager's discretion with respect to any determination that
maintaining or obtaining a listing is unduly onerous or burdensome, the Collateral Manager may take into account
various factors, including any requirement, resulting from a listing, that either Co-Issuer prepare financial statements
140