Attentus CDO I Offering Circular - Irish Stock Exchange

PROVIDE WRITTEN NOTICE OF THE TRANSFER RESTRICTIONS APPLICABLE
HERETO TO ANY SUBSEQUENT TRANSFEREES.
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.
Investor Representations on Resale. Except as otherwise provided in this paragraph, each
transferee of a Senior Note will be required to deliver to the Issuer and the Note Registrar a duly executed
transferee certificate in the form of the relevant exhibit attached to the Indenture and such other
certificates and other information as the Issuer, the Co-Issuer, the Collateral Manager or the Trustee may
reasonably require to confirm that the proposed transfer complies with the transfer restrictions contained
in this Offering Circular and the Indenture. An owner of a beneficial interest in a Regulation S Global
Senior Note may transfer such interest in the form of a beneficial interest in such Regulation S Global
Senior Note without the provision of written certification; provided, that (a) such transfer is not made to a
U.S. Person or for the account or benefit of a U.S. Person and is effected through Euroclear or
Clearstream, Luxembourg in an offshore transaction as required by Regulation S and only in accordance
with the Applicable Procedures and (b) the transferee thereof will be deemed to have made certain
representations set forth in the Indenture. An owner of a beneficial interest in a Restricted Global Senior
Note may transfer such interest in the form of a beneficial interest in such Restricted Global Senior Note
without the provision of written certification; provided, that (a) such transfer is made to a Qualified
Purchaser that the transferor reasonably believes is a Qualified Institutional Buyer and (b) the transferee
thereof will be deemed to have made certain representations set forth in the Indenture.
The transferee of any Senior Note (a) pursuant to such transferee certificate will acknowledge,
represent to and agree with the Issuer and the Trustee as to the matters set forth in each of paragraphs (1)
through (16) above (other than paragraphs (5), (6) and (8) above) as if each reference therein to “the
purchaser” were instead a reference to the transferee and (b) further represents to and agrees with the
Issuer and the Trustee as follows; provided, that each transferee of a beneficial interest in a Global Senior
Note that takes such interest in the form of a beneficial interest in such Global Senior Note shall be
deemed to represent as to the matters set forth in each such paragraph and as follows:
(1) In the case of a transferee that takes delivery of a Restricted Definitive Senior
Note or an interest in a Restricted Global Senior Note, it (i) is a Qualified Purchaser that is a
Qualified Institutional Buyer, purchasing for its own account, to whom notice has been given that
the resale, pledge or other transfer is being made in reliance on the exemption from Securities Act
registration provided by Rule 144A, (ii) will provide written notice of the foregoing, and of any
applicable restrictions on transfer, to any transferee, (iii) is aware that the sale to it is being made
in reliance on Rule 144A or another exemption from the registration requirements of the
Securities Act; and (iv) is acquiring such Senior Note for its own account. In the case of a
transferee that takes delivery of a Regulation S Senior Note (or an interest therein), it (i) is not a
U.S. Person as defined in Regulation S under the Securities Act, (ii) is acquiring such Regulation
S Senior Note in an offshore transaction (within the meaning of Regulation S) in accordance with
Rule 904 of Regulation S, (iii) is acquiring such Regulation S Senior Note for its own account,
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