Attentus CDO I Offering Circular - Irish Stock Exchange

e exchanged for Definitive Senior Notes. Interests in a Global Senior Note will be exchangeable for
Definitive Senior Notes only as described above.
(vi) Under the terms of the Indenture, the Issuer and the Trustee will treat the persons in
whose names the Offered Notes are registered (including Notes represented by a Global Senior Note) as
the owners thereof for the purpose of receiving payments and for any and all other purposes whatsoever;
provided, that with respect to remedies, consents, determinations and other information and reports
deliverable to a Holder of a Note, a beneficial owner of an interest in a Note that provides certification of
ownership in the form required by the Indenture will be considered an owner of such Note to the extent of
such investor’s beneficial interest therein. Payments in respect of the principal of, and interest on, a
Global Senior Note registered in the name of a nominee of DTC will be payable by the Trustee to DTC or
its nominee as the registered Holder of such Note under the Indenture. Consequently, none of the Issuer,
the Trustee or any of their respective agents has or will have any responsibility or liability for (a) any
aspect of DTC’s records or any direct participant’s or indirect participant’s records relating to, or
payments made on account of, beneficial ownership interests in any Global Senior Note or for
maintaining, supervising or reviewing any of DTC’s records or any direct participant’s or indirect
participant’s records relating to the beneficial ownership interests in any Global Senior Note or (b) any
other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.
(vii) Subject to compliance with the transfer restrictions applicable to the Offered Notes
described above and under “Transfer Restrictions,” cross-market transfers between DTC, on the one hand,
and directly or indirectly through Euroclear or Clearstream, Luxembourg participants, on the other, will
be effected in DTC in accordance with DTC rules on behalf of Euroclear or Clearstream, Luxembourg, as
the case may be, by its respective depositary; however, such cross-market transactions will require
delivery of instructions to Euroclear or Clearstream, Luxembourg, as the case may be, by the counterparty
in such system in accordance with its rules and procedures and within its established deadlines (Brussels
time). Euroclear or Clearstream, Luxembourg, as the case may be, will, if the transaction meets its
settlement requirements, deliver instructions to its respective depositary to take action to effect final
settlement on its behalf by delivering or receiving interests in a Regulation S Global Senior Note or
Regulation S Subordinated Note, as the case may be, in DTC and making or receiving payment in
accordance with normal procedures for same-day funds settlement applicable to DTC. Clearstream,
Luxembourg participants and Euroclear participants may not deliver instructions directly to the
depositaries of Euroclear or Clearstream, Luxembourg.
(viii) Because of time zone differences, cash received in Euroclear or Clearstream,
Luxembourg as a result of sales of interests in a Global Senior Note or Regulation S Subordinated Note,
as the case may be, by or through a Euroclear or Clearstream, Luxembourg participant to a DTC
participant will be received with value on the DTC settlement date but will be available in the relevant
Euroclear or Clearstream, Luxembourg cash account only as of the business day following settlement in
DTC.
(ix) DTC has advised the Co-Issuers that it will take any action permitted to be taken by a
Holder of Notes (including, without limitation, the presentation of Notes for exchange as described
above) only at the direction of one or more Participants to whose account with the DTC interests in the
Global Senior Notes or Regulation S Subordinated Notes, as the case may be, are credited and only in
respect of such portion of the Aggregate Outstanding Principal Amount of the Notes as to which such
Participant or Participants has or have given such direction. However, if there is an Event of Default
under the Notes, DTC will exchange the Global Senior Notes for Definitive Senior Notes, and the
Regulation S Subordinated Notes for Definitive Subordinated Notes legended, in each case, as
appropriate, which it will distribute to its Participants.
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