Attentus CDO I Offering Circular - Irish Stock Exchange

BUYER OR (2) AN ACCREDITED INVESTOR, THEN THE ISSUER MAY
REQUIRE, BY NOTICE TO SUCH HOLDER, THAT SUCH HOLDER SELL ALL OF
ITS RIGHT, TITLE AND INTEREST HEREIN TO A PERSON THAT IS A
QUALIFIED PURCHASER AND EITHER (1) A QUALIFIED INSTITUTIONAL
BUYER OR (2) AN ACCREDITED INVESTOR 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, THE TRUSTEE (ON BEHALF OF AND AT THE EXPENSE OF THE
ISSUER) SHALL CAUSE SUCH BENEFICIAL OWNER’S INTEREST IN THIS
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 ISSUER AND
THE COLLATERAL MANAGER, IN CONNECTION WITH SUCH TRANSFER,
THAT SUCH PERSON IS BOTH A QUALIFIED PURCHASER AND EITHER (1) A
QUALIFIED INSTITUTIONAL BUYER OR (2) AN ACCREDITED INVESTOR AND
(II) PENDING SUCH TRANSFER, NO FURTHER PAYMENTS WILL BE MADE IN
RESPECT OF SUCH NOTE HELD BY SUCH BENEFICIAL OWNER.
DISTRIBUTIONS OF PRINCIPAL PROCEEDS AND INTEREST PROCEEDS TO
THE HOLDER OF THIS NOTE ARE SUBORDINATE TO THE PAYMENT ON
EACH DISTRIBUTION DATE OF PRINCIPAL OF AND INTEREST ON THE
SENIOR NOTES OF THE CO-ISSUERS AND THE PAYMENT OF CERTAIN
OTHER AMOUNTS, TO THE EXTENT AND AS DESCRIBED IN THE INDENTURE
REFERRED TO HEREIN.
[The following paragraph will be included in the legend for Restricted Subordinated
Notes only] 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
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