Attentus CDO I Offering Circular - Irish Stock Exchange

(DETERMINED PURSUANT TO 29 C.F.R. SECTION 2510.3-101) OR (2) A NONEXEMPT
PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF
THE CODE (OR, IN THE CASE OF A GOVERNMENTAL, FOREIGN OR CHURCH PLAN,
ANY SUBSTANTIALLY SIMILAR FEDERAL, STATE, FOREIGN OR LOCAL LAW.
THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN MAY BE TRANSFERRED ONLY
IN PERMITTED DENOMINATIONS SPECIFIED IN THE INDENTURE. ACCORDINGLY,
AN INVESTOR IN THIS NOTE MUST BE PREPARED TO BEAR THE ECONOMIC RISK
OF SUCH INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
IF, NOTWITHSTANDING THE RESTRICTIONS ON TRANSFER CONTAINED IN THE
INDENTURE, EITHER OF THE CO-ISSUERS DETERMINES THAT ANY BENEFICIAL
OWNER HEREOF (OR ANY INTEREST HEREIN) (A) IS NOT A PERSON THAT
ACQUIRED SUCH INTEREST IN A TRANSACTION MADE IN ACCORDANCE WITH
THE TERMS OF REGULATION S AND (B) IS NOT BOTH A QUALIFIED
INSTITUTIONAL BUYER (UNLESS SUCH BENEFICIAL OWNER IS AN INSTITUTIONAL
ACCREDITED INVESTOR THAT PURCHASED THIS NOTE OR AN INTEREST HEREIN
IN CONNECTION WITH THE INITIAL DISTRIBUTION HEREOF) AND A QUALIFIED
PURCHASER, THEN EITHER OF THE CO-ISSUERS MAY REQUIRE, BY NOTICE TO
SUCH HOLDER, THAT SUCH HOLDER SELL ALL OF ITS RIGHT, TITLE AND
INTEREST HEREIN TO A PERSON THAT IS BOTH A QUALIFIED INSTITUTIONAL
BUYER AND A QUALIFIED PURCHASER WITH SUCH SALE TO BE EFFECTED WITHIN
30 DAYS AFTER NOTICE OF SUCH SALE REQUIREMENT IS GIVEN. IF SUCH
BENEFICIAL OWNER FAILS TO EFFECT THE TRANSFER REQUIRED WITHIN SUCH
30-DAY PERIOD, (I) UPON DIRECTION FROM THE ISSUER OR THE CO-ISSUER, THE
TRUSTEE (ON BEHALF OF AND AT THE EXPENSE OF THE CO-ISSUERS) SHALL
CAUSE SUCH BENEFICIAL OWNER’S INTEREST IN SUCH NOTE TO BE
TRANSFERRED IN A COMMERCIALLY REASONABLE SALE (CONDUCTED BY THE
TRUSTEE IN ACCORDANCE WITH SECTION 9-610(b) OF THE UNIFORM
COMMERCIAL CODE AS IN EFFECT IN THE STATE OF NEW YORK) TO A PERSON
THAT CERTIFIES TO THE TRUSTEE, THE CO-ISSUERS AND THE COLLATERAL
MANAGER, IN CONNECTION WITH SUCH TRANSFER, THAT SUCH PERSON IS BOTH
A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER AND (II)
PENDING SUCH TRANSFER, NO FURTHER PAYMENTS WILL BE MADE IN RESPECT
OF SUCH NOTE HELD BY SUCH BENEFICIAL OWNER.
IN ADDITION, NO TRANSFER OF THIS NOTE (OR ANY INTEREST HEREIN)
MAY BE MADE (AND NONE OF THE TRUSTEE, THE NOTE REGISTRAR OR THE
ISSUER WILL RECOGNIZE ANY SUCH TRANSFER) IF SUCH TRANSFER WOULD BE
MADE TO A U.S. PERSON THAT IS A QUALIFIED INSTITUTIONAL BUYER AND (A) A
DEALER DESCRIBED IN PARAGRAPH (a)(1)(ii) OF RULE 144A WHICH OWNS AND
INVESTS ON A DISCRETIONARY BASIS LESS THAN U.S.$25,000,000 IN SECURITIES
OF ISSUERS THAT ARE NOT AFFILIATED PERSONS OF THE DEALER OR (B) A PLAN
REFERRED TO IN PARAGRAPH (a)(1)(i)(D) OR (a)(1)(i)(E) OF RULE 144A OR A TRUST
FUND REFERRED TO IN PARAGRAPH (a)(1)(i)(F) OF RULE 144A THAT HOLDS THE
ASSETS OF SUCH A PLAN, UNLESS INVESTMENT DECISIONS WITH RESPECT TO
THE PLAN ARE MADE SOLELY BY THE FIDUCIARY, TRUSTEE OR SPONSOR OF
SUCH PLAN. THE TRANSFEREE, AND EACH ACCOUNT FOR WHICH IT IS
PURCHASING, IS REQUIRED TO HOLD AND TRANSFER AT LEAST THE MINIMUM
DENOMINATIONS OF THE NOTES. EACH TRANSFEREE HEREOF IS REQUIRED TO
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