Attentus CDO I Offering Circular - Irish Stock Exchange

considered plan assets, the possibility of exemptive relief from the prohibited transaction rules and other
issues and their potential consequences.
The sale of any Senior Note (other than the Class E Notes) to a Benefit Plan is in no respect a
representation by the Issuer, the Co-Issuer, the Initial Purchaser, the Collateral Manager or any of their
affiliates that such an investment meets all relevant legal requirements with respect to investments by
Benefit Plans generally or any particular Benefit Plan, or that such an investment is appropriate for a
Benefit Plan generally or any particular Benefit Plan.
EACH PURCHASER AND TRANSFEREE OF A SENIOR NOTE (OTHER THAN A CLASS
E NOTE OR A SENIOR NOTE IN THE FORM OF A SENIOR NOTE COMPONENT OF ANY
COMBINATION NOTE) WILL BE REQUIRED TO REPRESENT AND WARRANT (OR, IN
CERTAIN CIRCUMSTANCES, BE DEEMED TO REPRESENT AND WARRANT) EITHER THAT
(A) IT IS NOT (AND FOR SO LONG AS IT HOLDS SUCH SENIOR NOTE WILL NOT BE), AND IS
NOT ACTING ON BEHALF OF (AND FOR SO LONG AS IT HOLDS SUCH NOTE WILL NOT BE
ACTING ON BEHALF OF), AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF
ERISA, WHICH IS SUBJECT TO TITLE I OF ERISA, A “PLAN” DESCRIBED IN SECTION
4975(e)(1) OF THE CODE, AN ENTITY DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE
FOREGOING BY REASON OF INVESTMENT BY AN “EMPLOYEE BENEFIT PLAN” OR “PLAN”
IN SUCH ENTITY, OR A GOVERNMENTAL PLAN SUBJECT TO APPLICABLE LAW THAT IS
SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA
OR SECTION 4975 OF THE CODE OR (B) ITS PURCHASE AND OWNERSHIP OF SUCH NOTES
WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406
OF ERISA OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF A GOVERNMENTAL PLAN,
ANY SUBSTANTIALLY SIMILAR APPLICABLE LAW).
Combination Notes
By acquiring a Combination Note, each purchaser and transferee will be required to represent and
warrant that it is not, and is not acting on behalf of, a “Benefit Plan Investor” (as defined below) or a
“Controlling Person” (as defined below).
In the case of each purchaser or transferee of a Combination Note, it is not (and for so long as it
holds such Combination Note will not be), and is not acting on behalf of (and for so long as it holds such
Combination Note will not be acting on behalf of), (A) an “employee benefit plan” as defined in Section
3(3) of ERISA, whether or not subject to ERISA, including, without limitation, foreign 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 Co-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 the Co-Issuer or a person who provides investment
advice for a fee (direct or indirect) with respect to the assets of the Issuer or the Co-Issuer, or any
“affiliate” (as defined in 29 C.F.R. Section 2510.3 101(f)(3)) of any such person.
EACH PURCHASER AND TRANSFEREE OF A COMBINATION NOTE WILL BE
REQUIRED TO REPRESENT AND WARRANT THAT IT IS NOT (AND FOR SO LONG AS IT
HOLDS SUCH COMBINATION NOTE WILL NOT BE), AND IS NOT ACTING ON BEHALF OF
(AND FOR SO LONG AS IT HOLDS SUCH COMBINATION NOTE WILL NOT BE ACTING ON
BEHALF OF) (A) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF ERISA,
WHETHER OR NOT SUCH PLAN IS SUBJECT TO ERISA, INCLUDING, WITHOUT
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