Attentus CDO I Offering Circular - Irish Stock Exchange

investment is consistent with any applicable legal requirements; (vii) the purchaser is purchasing
such Subordinated Notes with a full understanding of all of the terms, conditions and risks thereof
(economic and otherwise), and it is capable of assuming and willing to assume (financially and
otherwise) those risks; and (viii) the purchaser is a sophisticated investor.
(8) General Solicitation or Advertisement. The purchaser will not, at any time, offer
to buy or offer to sell the Subordinated Notes by any form of general solicitation or advertising,
including, but not limited to, any advertisement, article, notice or other communication published
in any newspaper, magazine or similar medium or broadcast over television or radio or seminar or
meeting whose attendees have been invited by general solicitations or advertising.
(9) Certification Upon Transfer. The purchaser understands that, prior to any sale or
other transfer of any interest in Subordinated Notes held in the form of a Definitive Subordinated
Note, it (or the transferee, as applicable) will be required to provide to the Issuer, the Trustee and
the Collateral Manager a duly executed transfer certificate substantially in the form provided in
the Indenture and such other certificates and other information as they may reasonably require to
confirm that the proposed transfer complies with the restrictions in the legend placed on each
certificate representing the Subordinated Notes and in the Indenture.
(10) Certain Transfers Void. The purchaser of a Subordinated Note understands and
agrees that (i) no transfer may be made that would result in any person or entity holding
beneficial ownership in any Subordinated Notes in less than the minimum denomination set forth
herein; (ii) no transfer of Subordinated Notes that would have the effect of requiring either of the
Co-Issuers or the pool of Collateral to register as an investment company under the Investment
Company Act will be permitted; (iii) no transfer of any such Note to a transferee that has
represented that it is a Benefit Plan Investor or a Controlling Person (each as defined herein) will
be effective, and the Issuer, the Trustee, the Transfer Agent and the Note Registrar will not
recognize such transfer, if such transfer would result in (A) 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 (B) 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); and (iv) no transfer may be made to a transferee that wishes to take delivery in the form of a
Regulation S Global Subordinated Note that has represented that it is a Benefit Plan Investor or a
Controlling Person. The purchaser further understands and agrees that any transfer in violation of
the applicable provisions of the Indenture will be void.
(11) Mandatory Transfers. The purchaser understands that the Issuer has the right
under the Indenture to compel any beneficial owner of a Subordinated Note that is a U.S. person
and is not both a qualified purchaser for purposes of the Investment Company Act and either a
Qualified Institutional Buyer or an Accredited Investor to sell its interest in such Subordinated
Note, or may sell such interest in such Subordinated Note on behalf of such owner. The
purchaser also understands that any transfer to an accredited investor (as defined in Regulation D
under the Securities Act) may require delivery of an opinion of counsel evidencing that such
transfer may be made pursuant to an exemption from registration under the Securities Act, as
described in the Indenture.
(12) Legend for the Subordinated Notes. (i) The purchaser understands and agrees
that a legend in substantially the following form will be placed on each certificate representing
any Subordinated Note:
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