Attentus CDO I Offering Circular - Irish Stock Exchange

Notes at the office of the Note Registrar or any Transfer Agent with a written instrument of transfer as
provided in the Indenture. In addition, if the Definitive Senior 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 a Definitive Senior Note, the transferor will be entitled to receive, at any aforesaid office, a new
Definitive Senior Note representing the principal amount retained by the transferor after giving effect to
such transfer; provided, that the principal amount thereof being transferred and the principal amount
thereof being retained are each at least equal to the minimum denomination applicable to the Notes.
Definitive Senior 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.
(vii) A Restricted Definitive Senior Note or a beneficial interest in a Global Senior Note may
be transferred to a person who takes delivery in the form of a Restricted Definitive Senior Note only upon
receipt by the Trustee of written certifications that, among other things, the transferee is both a Qualified
Institutional Buyer and a Qualified Purchaser.
(viii) Exchanges or transfers by a Holder of a Note represented by a Definitive Senior Note to a
transferee who takes delivery of such Note through a Global Senior Note will be made only after the
receipt by the Note Registrar or Transfer Agent, as the case may be, of the Definitive Senior Notes to be
so exchanged or transferred and shall be made only in accordance with the Applicable Procedures. In
addition, a Definitive Senior Note may be transferred to a person who takes delivery in the form of an
interest in a Restricted Global Senior Note only upon receipt by the Trustee of a written certification in
the form required by the Indenture to the effect that such transfer is being made to a Qualified Purchaser
that the transferor reasonably believes is a Qualified Institutional Buyer in a transaction meeting the
requirements of Rule 144A and in accordance with any applicable securities laws of any state of the
United States or any other jurisdiction. A Definitive Senior Note may be transferred to a person who
takes delivery in the form of an interest in a Regulation S Global Senior Note only upon receipt by the
Trustee of a written certification in the form required by the Indenture to the effect that such transfer is
being made in accordance with Regulation S under the Securities Act, as applicable.
(ix) The Indenture provides that if, notwithstanding the restrictions on transfer contained
therein, either of the Co-Issuers determines that any beneficial owner of an interest in a Restricted Global
Senior Note (or any interest therein) (A) is not an entity that acquired such interest in a transaction 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 an interest therein in
connection with the initial distribution thereof) and a Qualified Purchaser, then either of the Co-Issuers
may require, by notice to such Holder, that such Holder sell all of its right, title and interest in such
Restricted Global Senior Note (or interest therein) 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 or the Co-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 in effect in the State of New York) to a person that certifies to the Trustee,
the Co-Issuers and the Collateral Manager, in connection with such transfer, that such person is both a
Qualified Institutional Buyer and a Qualified Purchaser and (ii) pending such transfer, no further
payments will be made in respect of such Note held by such beneficial owner.
(x) No transfer of any Restricted Class E Note to a transferee that has represented that it is a
Benefit Plan Investor or a Controlling Person 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 (i) Benefit
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