Attentus CDO I Offering Circular - Irish Stock Exchange

connection with its purchase of Senior Notes are no longer accurate, the purchaser will promptly
notify the Issuer, the Co-Issuer and the Initial Purchaser.
(16) Legend for Senior Notes. The purchaser understands and agrees that a legend in
substantially the following form will be placed on each certificate representing any Senior Note:
THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
JURISDICTION, AND NEITHER THE ISSUER NOR THE CO-ISSUER HAS BEEN
REGISTERED UNDER THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED
(THE “INVESTMENT COMPANY ACT”). THIS NOTE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO A TRANSFEREE THAT IS (I)
A “QUALIFIED PURCHASER” (AS DEFINED IN SECTION 2(a)(51) OF THE
INVESTMENT COMPANY ACT AND RELATED RULES), OR A COMPANY
BENEFICIALLY OWNED EXCLUSIVELY BY ONE OR MORE “QUALIFIED
PURCHASERS,” THAT, IN EITHER CASE, THE TRANSFEROR REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT) IN RELIANCE ON THE EXEMPTION FROM
SECURITIES ACT REGISTRATION PROVIDED BY SUCH RULE, OR (II) A PERSON
THAT IS NOT A “U.S. PERSON” (AS DEFINED IN REGULATION S UNDER THE
SECURITIES ACT) AND IS ACQUIRING THIS NOTE IN RELIANCE ON THE
EXEMPTION FROM SECURITIES ACT REGISTRATION PROVIDED BY SUCH
REGULATION, (B) TO A PERSON WHO IS ABLE TO MAKE EACH OF THE
CERTIFICATIONS AND REPRESENTATIONS REQUIRED BY THE INDENTURE
REFERRED TO HEREIN, WHETHER IN THE FORM OF DEEMED CERTIFICATIONS
AND REPRESENTATIONS OR CERTIFICATIONS AND REPRESENTATIONS MADE IN
THE APPLICABLE TRANSFER CERTIFICATE (IF REQUIRED BY THE INDENTURE)
ATTACHED AS AN EXHIBIT TO THE INDENTURE, (C) IN COMPLIANCE WITH THE
CERTIFICATION AND OTHER REQUIREMENTS SPECIFIED IN THE INDENTURE, (D)
IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION AND (E) IN A
TRANSACTION THAT WOULD NOT HAVE THE EFFECT OF REQUIRING THE ISSUER,
THE CO-ISSUER OR THE COLLATERAL TO REGISTER AS AN INVESTMENT
COMPANY UNDER THE INVESTMENT COMPANY ACT. NEITHER THE TRUSTEE NOR
THE NOTE REGISTRAR WILL RECOGNIZE ANY TRANSFER THAT DOES NOT
COMPLY WITH SUCH RESTRICTIONS.
EACH PURCHASER OF A GLOBAL NOTE OR ANY BENEFICIAL INTEREST THEREIN
WILL BE DEEMED TO HAVE MADE, AND EACH PURCHASER OF A DEFINITIVE NOTE
(OR ANY INTEREST THEREIN) WILL BE REQUIRED TO MAKE, THE
REPRESENTATIONS AND AGREEMENTS SET FORTH IN SECTION 2.4 OF THE
INDENTURE. TRANSFERS OF NOTES OR ANY BENEFICIAL INTEREST THEREIN
MUST GENERALLY BE ACCOMPANIED BY APPROPRIATE TAX AND ERISA
TRANSFER DOCUMENTATION AND ARE SUBJECT TO RESTRICTIONS AS PROVIDED
IN THE INDENTURE. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE
OF NO FORCE AND EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO
TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY
INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE CO-ISSUER, THE TRUSTEE
OR ANY INTERMEDIARY. IF AT ANY TIME THE ISSUER OR THE CO-ISSUER
DETERMINES OR IS NOTIFIED THAT THE HOLDER HEREOF OR OF A BENEFICIAL
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