Attentus CDO I Offering Circular - Irish Stock Exchange

CODE (OR, IN THE CASE OF A GOVERNMENTAL, FOREIGN OR CHURCH
PLAN, ANY SUBSTANTIALLY SIMILAR FEDERAL, STATE, FOREIGN OR
LOCAL LAW) OR (II) IT IS (A) AN EMPLOYEE BENEFIT PLAN MAINTAINED
OUTSIDE OF THE UNITED STATES PRIMARILY FOR THE BENEFIT OF
PERSONS SUBSTANTIALLY ALL OF WHOM ARE NONRESIDENT ALIENS OF
THE UNITED STATES AND NOT SUBJECT TO ERISA OR SECTION 4975 OF THE
CODE AND (B) NOT SUBJECT TO ANY LAW, RULE OR REGULATION IN THE
JURISDICTION IN WHICH SUCH EMPLOYEE BENEFIT PLAN WAS
ESTABLISHED OR IS MAINTAINED THAT WOULD, AS A RESULT OF ITS
PURCHASE, HOLDING OR DISPOSITION OF A SUBORDINATED NOTE OR AN
INTEREST HEREIN, SUBJECT THE ISSUER TO ANY OBLIGATION OR
LIABILITY (OTHER THAN THOSE CONTEMPLATED BY THE INDENTURE),
PENALTY OR TAX.
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE NOTE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
(13) Authority. If the purchaser is not a natural person, the purchaser has the power
and authority to enter into a subscription agreement for the Subordinated Notes and each other
document required to be executed and delivered by or on behalf of the purchaser in connection
with a subscription for Subordinated Notes, and to perform its obligations thereunder and
consummate the transactions contemplated thereby, and the person signing each document in
connection with the purchase of the Subordinated Notes on behalf of the purchaser has been duly
authorized to execute and deliver such documents. If the purchaser is a natural person, the
purchaser has all requisite legal capacity to acquire and hold the Subordinated Notes and to
execute, deliver and comply with the terms of each of the documents required to be executed and
delivered by the purchaser in connection with this subscription for Subordinated Notes. Such
execution, delivery and compliance by the purchaser does not conflict with, or constitute a default
under, any instruments governing the purchaser, any applicable law, regulation or order, or any
material agreement to which the purchaser is a party or by which the purchaser is bound.
(14) ERISA. In the case of each purchaser of Restricted Subordinated Notes (other
than as a Component of a Combination Note), whether or not such purchaser represents and
warrants that it is a Benefit Plan Investor or a Controlling Person, the Issuer, the Trustee, the
Transfer Agent and the Note Registrar will not recognize a purchaser if such transfer would result
in (i) Benefit Plan Investors owning 25% or more of any such Class of Notes (including the
Subordinated Note component of any Combination Note and the Regulation S Subordinated
Notes acquired on the Closing Date by Permitted Plans) (determined pursuant to 29 C.F.R.
Section 2510.3-101) or (ii) 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).
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