Attentus CDO I Offering Circular - Irish Stock Exchange

of Regulation S Class E Notes (other than a Permitted Plan), such purchaser is not a Benefit Plan
Investor or a Controlling Person. Notwithstanding the foregoing, Permitted Plans that have
obtained the prior written consent of the Issuer will be permitted to purchase Regulation S Class
E Notes on the Closing Date. Each Permitted Plan will be deemed to represent, warrant and
covenant that either (i) its purchase, holding and disposition of such Note will not result in 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) or (ii) it is (a) an employee benefit plan maintained outside of the United
States primarily for the benefit of persons substantially all of whom are nonresident aliens of the
United States and not subject to ERISA or Section 4975 of the Code and (b) not subject to any
law, rule or regulation in the jurisdiction in which such employee benefit plan was established or
is maintained that would, as a result of its purchase, holding or disposition of a subordinated note
or an interest therein, subject the Issuer to any obligation or liability (other than those
contemplated by the Indenture), penalty or tax. The purchaser of a Class E Note understands that
the representations made in this paragraph (10) will be deemed made on each day from the date
on which such representation is first made through and including the date on which the purchaser
disposes of its interests in the Class E Notes.
(11) Certain Transfers Void. The purchaser agrees that (a) any sale, pledge or other
transfer of a Senior Note (or any interest therein) made in violation of the transfer restrictions
contained in this Offering Circular and in the Indenture, or made based upon any false or
inaccurate representation made by the purchaser or a transferee to the Issuer, the Co-Issuer, the
Trustee or the Note Registrar, will be void and of no force or effect, (b) none of the Issuer, the
Co-Issuer, the Trustee or the Note Registrar has any obligation to recognize any sale, pledge or
other transfer of a Senior Note (or any interest therein) made in violation of any such transfer
restriction or made based upon any such false or inaccurate representation, and (c) no transfer of
any Class E Note (i) 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 such Class of Notes (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 (ii) may be made to
a transferee that wishes to take delivery in the form of a Regulation S Global Class E Note that
has represented that it is a Benefit Plan Investor or a Controlling Person.
(12) Treatment of Issuer as a Qualified Purchaser. The purchaser acknowledges and
consents to the treatment of the Issuer as a Qualified Purchaser for purposes of acquiring
Collateral Debt Securities.
(13) Cayman Islands. The purchaser is not a member of the public in the Cayman
Islands.
(14) List of Participants. The purchaser acknowledges and understands that the Co-
Issuers, or the Trustee on behalf of the Co-Issuers, may receive a list of participants holding
positions in its securities from one or more book-entry depositories.
(15) Reliance on Representations, etc. The purchaser acknowledges that the Issuer,
the Co-Issuer, the Initial Purchaser and others will rely upon the truth and accuracy of the
foregoing acknowledgments, representations and agreements and agrees that if any of the
acknowledgments, representations or warranties made or deemed to have been made by it in
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