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Attentus CDO I Offering Circular - Irish Stock Exchange

Attentus CDO I Offering Circular - Irish Stock Exchange

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____________________<br />

NOTICE TO RESIDENTS OF JAPAN<br />

THE OFFERED NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE<br />

SECURITIES AND EXCHANGE LAW OF JAPAN (THE “SEL”), AND THE OFFERED NOTES<br />

MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO, OR FOR<br />

THE BENEFIT OF, ANY RESIDENT OF JAPAN (INCLUDING JAPANESE CORPORATIONS) OR<br />

TO OTHERS FOR RE-OFFERING OR RESALE, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO<br />

ANY RESIDENT OF JAPAN, EXCEPT THAT THE OFFER AND SALE OF THE OFFERED NOTES<br />

IN JAPAN MAY BE MADE ONLY THROUGH PRIVATE PLACEMENT SALE IN JAPAN IN<br />

ACCORDANCE WITH AN EXEMPTION AVAILABLE UNDER THE SEL AND WITH ALL OTHER<br />

APPLICABLE LAWS AND REGULATIONS OF JAPAN. IN THIS CLAUSE, “A<br />

RESIDENT/RESIDENTS OF JAPAN” SHALL HAVE THE MEANING AS DEFINED UNDER THE<br />

FOREIGN EXCHANGE AND FOREIGN TRADE LAW OF JAPAN.<br />

____________________<br />

NOTICE TO RESIDENTS OF KOREA<br />

NEITHER THE ISSUER NOR THE CO-ISSUER IS MAKING ANY REPRESENTATION, EXPRESS<br />

OR IMPLIED, WITH RESPECT TO THE QUALIFICATION OF THE RECIPIENTS OF THESE<br />

MATERIALS FOR THE PURPOSE OF INVESTING IN THE OFFERED NOTES UNDER THE LAWS<br />

OF KOREA, INCLUDING AND WITHOUT LIMITATION THE FOREIGN EXCHANGE<br />

MANAGEMENT LAW AND REGULATIONS THEREUNDER. THE OFFERED NOTES HAVE NOT<br />

BEEN REGISTERED UNDER THE SECURITIES AND EXCHANGE LAW OF KOREA AND NONE<br />

OF THE OFFERED NOTES MAY BE OFFERED OR SOLD OR DELIVERED, DIRECTLY OR<br />

INDIRECTLY, IN KOREA OR TO ANY RESIDENT OF KOREA EXCEPT PURSUANT TO<br />

APPLICABLE LAWS AND REGULATIONS OF KOREA.<br />

____________________<br />

NOTICE TO RESIDENTS OF LUXEMBOURG<br />

IN RELATION TO THE GRAND DUCHY OF LUXEMBOURG (LUXEMBOURG) AND THE LAW<br />

OF 10 JULY 2005 RELATING TO PROSPECTUSES FOR SECURITIES (THE LAW OF 10 JULY<br />

2005), THE OFFERED NOTES MAY ONLY BE OFFERED:<br />

(A) TO LEGAL ENTITIES WHICH ARE AUTHORISED OR REGULATED TO<br />

OPERATE IN THE FINANCIAL MARKETS (INCLUDING, CREDIT INSTITUTIONS,<br />

INVESTMENT FIRMS, OTHER AUTHORISED OR REGULATED FINANCIAL INSTITUTIONS,<br />

INSURANCE COMPANIES, UNDERTAKINGS FOR COLLECTIVE INVESTMENT AND THEIR<br />

MANAGEMENT COMPANIES, PENSION AND RETIREMENT FUNDS AND THEIR<br />

MANAGEMENT COMPANIES, COMMODITY DEALERS AS WELL AS ENTITIES NOT SO<br />

AUTHORISED OR REGULATED WHOSE CORPORATE PURPOSE IS SOLELY TO INVEST IN<br />

SECURITIES); OR<br />

(B) TO NATIONAL AND REGIONAL GOVERNMENTS, CENTRAL BANKS,<br />

INTERNATIONAL AND SUPRANATIONAL INSTITUTIONS (SUCH AS THE INTERNATIONAL<br />

MONETARY FUND, THE EUROPEAN CENTRAL BANK, THE EUROPEAN INVESTMENT BANK<br />

AND OTHER SIMILAR INTERNATIONAL ORGANISATIONS); OR<br />

(C) TO ANY LEGAL ENTITIES WHICH HAVE TWO OR MORE OF (I) AN AVERAGE<br />

NUMBER OF EMPLOYEES DURING THE FINANCIAL YEAR OF AT LEAST 250, (II) A TOTAL<br />

xvii

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