Attentus CDO I Offering Circular - Irish Stock Exchange

INTEREST HEREIN WAS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE
REPRESENTATIONS SET FORTH IN THE INDENTURE, THE TRUSTEE MAY CONSIDER
THE ACQUISITION OF THIS NOTE OR SUCH INTEREST HEREIN VOID AND REQUIRE
THAT THIS NOTE OR SUCH INTEREST HEREIN BE TRANSFERRED TO A PERSON
DESIGNATED BY THE CO-ISSUERS.
[The following paragraph will be included in the legend for the Senior Notes other than the Class
E Notes] EACH HOLDER HEREOF (OTHER THAN A PERSON THAT HOLDS AN
INTEREST IN A SENIOR NOTE IN THE FORM OF A SENIOR NOTE COMPONENT OF A
COMBINATION NOTE) WILL BE REQUIRED TO REPRESENT AND WARRANT (OR, IN
CERTAIN CIRCUMSTANCES, BE DEEMED TO REPRESENT AND WARRANT) THAT
EITHER (A) IT IS NOT (AND FOR SO LONG AS IT HOLDS THIS NOTE OR AN
INTEREST HEREIN WILL NOT BE), AND IS NOT ACTING ON BEHALF OF (AND FOR
SO LONG AS IT HOLDS THIS NOTE OR AN INTEREST HEREIN WILL NOT BE ACTING
ON BEHALF OF) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), WHICH IS SUBJECT TO TITLE I OF ERISA, A “PLAN” DESCRIBED IN
SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), AN ENTITY DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE
FOREGOING BY REASON OF INVESTMENT BY AN “EMPLOYEE BENEFIT PLAN” OR
“PLAN” IN SUCH ENTITY, OR A GOVERNMENTAL PLAN SUBJECT TO APPLICABLE
LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE OR (B) THE ACQUISITION
AND HOLDING OF THIS NOTE OR AN INTEREST HEREIN WILL NOT CONSTITUTE A
NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE (OR, IN THE CASE OF A GOVERNMENTAL PLAN, ANY
SUBSTANTIALLY SIMILAR APPLICABLE LAW).
[The following paragraph will be included in the legend for Class E Notes] THE ACQUISITION
OF THIS NOTE (OR ANY INTEREST HEREIN) BY, OR ON BEHALF OF, OR WITH THE
ASSETS OF ANY PURCHASER OR TRANSFEREE THAT REPRESENTS AND
WARRANTS THAT IT IS (A) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN
SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED (“ERISA”), WHETHER OR NOT SUCH PLAN IS SUBJECT TO TITLE I OF
ERISA (INCLUDING, WITHOUT LIMITATION, FOREIGN, CHURCH AND
GOVERNMENTAL PLANS), (B) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (C) AN ENTITY
WHOSE UNDERLYING ASSETS WOULD BE DEEMED TO INCLUDE “PLAN ASSETS”
BY REASON OF THE INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR OTHER
PLAN IN THE ENTITY WITHIN THE MEANING OF 29 C.F.R. SECTION 2510.3-101 OR
OTHERWISE (EACH OF THE FOREGOING, A “BENEFIT PLAN INVESTOR”), OR (D)
THE ISSUER, THE COLLATERAL MANAGER OR ANY OTHER PERSON (OTHER THAN
A BENEFIT PLAN INVESTOR) THAT HAS DISCRETIONARY AUTHORITY OR
CONTROL WITH RESPECT TO THE ASSETS OF THE ISSUER OR A PERSON WHO
PROVIDES INVESTMENT ADVICE FOR A FEE (DIRECT OR INDIRECT) WITH RESPECT
TO THE ASSETS OF THE ISSUER, OR ANY “AFFILIATE” (AS DEFINED IN 29 C.F.R.
SECTION 2510.3-101(f)(3)) OF ANY OF THE FOREGOING PERSONS (EACH, A
“CONTROLLING PERSON”) WILL NOT BE EFFECTIVE, AND THE ISSUER, THE
TRUSTEE, THE TRANSFER AGENT AND THE NOTE REGISTRAR WILL NOT
RECOGNIZE SUCH ACQUISITION, IF SUCH ACQUISITION WOULD RESULT IN (1)
BENEFIT PLAN INVESTORS OWNING 25% OR MORE OF ANY SUCH CLASS OF NOTES
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