Attentus CDO I Offering Circular - Irish Stock Exchange

VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE
TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO
THE ISSUER, THE TRUSTEE OR ANY INTERMEDIARY. IF AT ANY TIME THE ISSUER
DETERMINES OR IS NOTIFIED THAT THE HOLDER HEREOF OR OF A BENEFICIAL
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 COMBINATION NOTE OR SUCH INTEREST HEREIN VOID
AND REQUIRE THAT THIS COMBINATION NOTE OR SUCH INTEREST HEREIN BE
TRANSFERRED TO A PERSON DESIGNATED BY THE CO-ISSUERS.
EACH HOLDER HEREOF WILL BE REQUIRED TO REPRESENT AND WARRANT
THAT 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) (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. 2510.3-101 OR OTHERWISE (EACH OF THE
FOREGOING, A “BENEFIT PLAN INVESTOR”), OR (D) THE ISSUER, THE CO-ISSUER,
THE INITIAL PURCHASER, THE COLLATERAL MANAGER OR ANY OTHER PERSON
(OTHER THAN A BENEFIT PLAN INVESTOR) THAT HAS DISCRETIONARY
AUTHORITY OR CONTROL WITH RESPECT THE ASSETS OF THE ISSUER OR THE CO-
ISSUER, OR A PERSON WHO PROVIDES INVESTMENT ADVICE FOR A FEE (DIRECT
OR INDIRECT) WITH RESPECT TO THE ASSETS OF THE ISSUER OR THE CO-ISSUER,
OR AN “AFFILIATE” (AS DEFINED IN 29 C.F.R. SECTION 2510.3-101(f)(3)) OF ANY
SUCH PERSON.
IF, NOTWITHSTANDING THE RESTRICTIONS ON TRANSFER CONTAINED IN
THE INDENTURE, THE ISSUER DETERMINES THAT ANY BENEFICIAL OWNER
HEREOF (OR ANY INTEREST HEREIN) (A) IS NOT AN ENTITY THAT ACQUIRED
SUCH INTEREST IN A TRANSACTION THAT WAS 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 COMBINATION NOTE OR AN
INTEREST HEREIN IN CONNECTION WITH THE INITIAL DISTRIBUTION HEREOF)
AND A QUALIFIED PURCHASER, 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 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, 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
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