Attentus CDO I Offering Circular - Irish Stock Exchange

In the case of each purchaser of Regulation S Subordinated 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 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 understands that the representations made in this paragraph (14) 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 Subordinated Notes.
(15) Cayman Islands. The purchaser is not resident or domiciled in the Cayman
Islands.
(16) Notice to Transferees. The purchaser will provide notice to each Person to whom
it proposes to transfer any interest in the Subordinated Notes of the transfer restrictions and
representations set forth in the Indenture, including the exhibits referenced in such Indenture.
(17) Tax Treaty. The purchaser, if not a U.S. person (as defined in Regulation S of
the Securities Act), either (i) is not a bank (within the meaning of Section 881(c)(3)(A) of the
Code) or an affiliate of a bank or (ii) is a person (or a wholly owned affiliate of a person) that is
eligible for benefits under an income tax treaty with the United States that eliminates United
States federal income taxation of United States source interest not attributable to a permanent
establishment in the United States.
(18) Certain Provisions in the Indenture. The purchaser agrees to be bound by the
provisions of the Indenture that are applicable to the Holder of the Subordinated Notes.
(19) No Governmental Approval. The purchaser understands that the Subordinated
Notes have not been approved or disapproved by the Securities and Exchange Commission or any
other governmental authority or agency of any jurisdiction, nor has the Securities and Exchange
Commission or any other governmental authority or agency passed upon the accuracy or
adequacy of this Offering Circular. Any representation to the contrary is a criminal offense.
(20) Limited Liquidity. The purchaser understands that there is no market for
Subordinated Notes and that no assurance can be given as to the liquidity of any trading market
for Subordinated Notes and that it is unlikely that a trading market for any of the Subordinated
Notes will develop. The purchaser further understands that, although the Initial Purchaser may
from time to time make a market in Subordinated Notes, the Initial Purchaser is not under any
obligation to do so and, following the commencement of any market-making, may discontinue
the same at any time. Accordingly, the purchaser must be prepared to hold Subordinated Notes
for an indefinite period of time or until their redemption.
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