Attentus CDO I Offering Circular - Irish Stock Exchange

the transferor reasonably believes is a Qualified Institutional Buyer, purchasing for its own
account, to whom notice is given that the resale, pledge or other transfer is being made in reliance
on the exemption from Securities Act registration provided by Rule 144A, in each case, in
accordance with any applicable securities laws of any state of the United States or any other
jurisdiction and (2) the transferee in the form provided for in the Indenture to the effect that,
among other things, the transferee the transferee is a Qualified Purchaser and is either (x) a
Qualified Institutional Buyer or (y) an Accredited Investor (subject to the delivery of such
certifications, legal opinions or other information as the Issuer may reasonably require to confirm
that such transfer of Restricted Subordinated Notes is being made pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the Securities Act).
(e) Definitive Subordinated Notes and Restricted Subordinated Notes may be exchanged or
transferred in whole or in part in the principal amount of authorized denominations by
surrendering such Definitive Subordinated Notes or Restricted Subordinated Notes, as the case
may be, at the office of the Note Registrar or the Transfer Agent with a written instrument of
transfer as provided in the Indenture. In addition, if the Definitive Subordinated Notes being
exchanged or transferred contain a legend, additional certifications to the effect that such
exchange or transfer is in compliance with the restrictions contained in such legend may be
required. With respect to any transfer of a portion of Definitive Subordinated Notes or Restricted
Subordinated Notes, the transferor will be entitled to receive, at any aforesaid office, new
Definitive Subordinated Notes or Restricted Subordinated Notes, as the case may be, representing
the principal amount retained by the transferor after giving effect to such transfer. Definitive
Subordinated Notes and Restricted Subordinated Notes issued upon any such exchange or transfer
(whether in whole or in part) will be made available at the office of the Transfer Agent.
(ii) The Indenture provides that if, notwithstanding the restrictions on transfer contained
therein, the Issuer determines that any beneficial owner of Subordinated Notes (i) is not a person or entity
that acquired such interest in a transaction that was made in accordance with the terms of Regulation S
and (ii) is not a Qualified Purchaser that is also (A) a Qualified Institutional Buyer or (B) an Accredited
Investor, then the Issuer may require, by notice to such holder, that such holder sell all of its right, title
and interest to such Subordinated Notes (or interest therein) to a Person that is a Qualified Purchaser and
either a Qualified Institutional Buyer or an Accredited Investor, with such sale to be effected within 30
days after notice of such sale requirement is given; provided, that any such transfer to an Accredited
Investor that is not also a Qualified Institutional Buyer shall be subject to the delivery of such
certifications, legal opinions or other information as the Issuer may reasonably require to confirm that
such transfer of Restricted Subordinated Notes is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act. If such beneficial owner
fails to effect the transfer required within such 30-day period, (x) 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 such
Subordinated Notes to be transferred in a commercially reasonable sale (conducted by the Administrator
in accordance with Section 9-610(b) of the Uniform Commercial Code as in effect in the State of New
York) to a person who certifies to the Trustee, the Issuer and the Collateral Manager, in connection with
such transfer, that such person is Qualified Purchaser who is either a Qualified Institutional Buyer or an
Accredited Investor (provided that any such transfer to an Accredited Investor that is not also a Qualified
Institutional Buyer shall be subject to the delivery of such certifications, legal opinions or other
information as the Issuer may reasonably require to confirm that such transfer of Restricted Subordinated
Notes is being made pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act) and (y) pending such transfer, no further payments will be made in
respect of such Subordinated Notes held by such beneficial owner.
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