Attentus CDO I Offering Circular - Irish Stock Exchange

No Combination Note (or any interest therein) may be transferred to
a transferee acquiring an interest in a Restricted Combination Note
except (a) to a Qualified Purchaser that 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,
(b) in compliance with the certification (if any) and other
requirements set forth in the Indenture and (c) in accordance with
any applicable securities laws of any state of the United States and
any other relevant jurisdiction.
No Combination Note (or any interest therein) may be transferred to
a transferee acquiring an interest in a Regulation S Combination
Note except (a) to a transferee that is acquiring such interest in an
offshore transaction (within the meaning of Regulation S) in
accordance with Rule 904 of Regulation S, (b) in compliance with
the certification (if any) and other requirements set forth in the
Indenture and (c) in accordance with any applicable securities laws
of any state of the United States and any other relevant jurisdiction.
In addition, no Combination Notes (or any interest therein) may be
transferred to a transferee that is (A) an “employee benefit plan” as
defined in Section 3(3) ERISA, whether or not subject to ERISA,
including, without limitation, foreign, church and governmental
plans, (B) a “plan” described in Section 4975(e)(1) of 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. Section
2510.3-101 or otherwise (each of the foregoing a “Benefit Plan
Investor”) or (D) the 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 to the assets of the
Issuer or a person who provides investment advice for a fee (direct
or indirect) with respect to the assets of the Issuer, or any “affiliate”
(as defined in 29 C.F.R. Section 2510.3-101(f)(3)) of any such
person.
In addition, no Combination Notes (or any interest therein) may be
transferred, and neither the Trustee nor the Issuer will recognize any
such transfer, unless (a) such transfer is made in a manner exempt
from registration under the Securities Act, (b) such transfer is made
in denominations greater than or equal to the minimum principal
amount of Combination Notes permitted pursuant to the Indenture,
(c) such transfer would not have the effect of requiring the Issuer or
the Collateral to register as an investment company under the
Investment Company Act, (d) the transferee is able to make all
applicable representations, and deliver all applicable certifications, if
any, required by the Indenture and (e) the transferee provides to the
Trustee all information required pursuant to the terms of the
Indenture.
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