Attentus CDO I Offering Circular - Irish Stock Exchange

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, A “CONTROLLING PERSON”).
Subordinated Notes and Class E Notes
The fiduciary and prohibited transaction provisions of Sections 404 and 406 of ERISA and the
corresponding provisions of Section 4975 of the Code may affect the business and operations of the
Issuer and may impose limitations on the purchase of Subordinated Notes and Class E Notes by Benefit
Plans.
Fiduciaries of Benefit Plans, in consultation with their advisors, should consider the impact of
ERISA and the regulations issued thereunder on a purchase of Subordinated Notes or Class E Notes.
Among other considerations, the fiduciary of a Benefit Plan should take into account the composition of
the Benefit Plan’s portfolio with respect to diversification by type of asset; the cash flow needs of the
Benefit Plan and the effects thereon of the liquidity of the investment; the Benefit Plan’s funding
objectives; the tax effects of the investment and the tax and other risks described in “Certain Income Tax
Considerations” and “Risk Factors”; the fact that the holders of such Notes will consist of a diverse group
of investors and that the management of the Issuer will not take the particular objectives of any investor
or class of investors into account; the fact the Issuer is not intended to hold plan assets of any of the
investors and, therefore, that none of the Issuer, the Collateral Manager or any of their affiliates, agents or
employees will be acting as a fiduciary under ERISA to the Benefit Plan, either with respect to the
Benefit Plan’s purchase or retention of its investment or with respect to the management and operation of
the business and assets of the Issuer.
In addition, fiduciaries of Benefit Plans should also consider whether an investment in the Issuer
could involve a direct or indirect transaction with a “party in interest” or “disqualified person” with
respect to such Benefit Plan, or a prohibited conflict of interest for the fiduciary acting on behalf of the
Benefit Plan. A prohibited transaction or conflict of interest could arise if the fiduciary acting on behalf
of the Benefit Plan has any interest in or affiliation with the Issuer or the Collateral Manager. In the case
of an individual retirement account (“IRA”), a prohibited transaction or conflict of interest that involves
the beneficiary of the IRA could result in disqualification of the IRA.
If the Issuer is deemed to hold plan assets of the investors that are Benefit Plans, any transaction
the Issuer enters into would be deemed to be a transaction with each Plan investor. Such treatment could
generally prohibit the Issuer from entering into transactions (such as acquisitions, sales, financings or
brokerage transactions) with “parties in interest” to any Benefit Plan investor. If the Issuer were subject
to ERISA, certain aspects of the structure and terms of the Issuer may also violate ERISA. The term
“plan asset” is not defined in ERISA. Under a regulation (the “Plan Asset Regulation”) issued by the
U.S. Department of Labor, generally, a Benefit Plan’s assets would be deemed to include an undivided
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