Attentus CDO I Offering Circular - Irish Stock Exchange

Trustee
JPMorgan Chase Bank, National Association, will be the Trustee under the Indenture and the
trustee of the Underlying Trust. The Issuer, the Collateral Manager and their respective affiliates may
maintain other banking relationships in the ordinary course of business with the Trustee. The payment of
the fees and expenses of the Trustee is solely the obligation of the Issuer. The Trustee and its affiliates
may receive compensation in connection with the investment of trust assets in certain Eligible
Investments as provided in the Indenture. Eligible Investments may include investments for which the
Trustee and/or its affiliates provide services. The Indenture contains provisions for the indemnification of
the Trustee for any loss, liability or expense incurred without negligence, willful misconduct or bad faith
on its part, arising out of or in connection with the acceptance or administration of the Indenture.
Pursuant to the Indenture, the Issuer has granted to the Trustee a lien senior to that of the Noteholders to
secure payment by the Issuer of the compensation and expenses of the Trustee and any sums the Trustee
may be entitled to receive as indemnification by the Issuer under the Indenture (subject to the dollar
limitations set forth in the Priority of Payments with respect to any Distribution Date), which lien the
Trustee is entitled to exercise only under certain circumstances. In the Indenture, the Trustee will agree
not to cause the filing of a petition for winding up or a petition in bankruptcy against the Issuer for
nonpayment to the Trustee of amounts payable thereunder until at least one year and one day, or if longer,
the applicable preference period then in effect, after the payment in full of all of the Senior Notes.
Pursuant to the Indenture, the Trustee may resign at any time by providing 30 days’ notice and
the Trustee may be removed at any time by the Holders of a Majority of the Senior Notes (voting as a
single class) or, at any time when an Event of Default shall have occurred and be continuing, by the
Holders of a Majority of the Controlling Class. However, no resignation or removal of the Trustee will
become effective until the acceptance of appointment by a successor Trustee pursuant to the terms of the
Indenture. The Indenture will require that any successor trustee or additional trustee (i) be a bank, (ii)
have at all times an aggregate capital, surplus and undivided profits of at least U.S.$200,000,000
(provided, that if such trustee publishes reports of condition at least annually, pursuant to law or to the
requirements of its supervising or examining authority, for purposes of such requirement, the aggregate
capital, surplus and undivided profits of such trustee shall be deemed to be its aggregate capital, surplus
and undivided profits as set forth in its most recent report of condition so published), (iii) is not affiliated
(as such term is defined in Rule 405 under the Securities Act) with the Issuer or with any person involved
with the organization or operation of the Issuer, (iv) does not offer or provide credit or credit
enhancement to the Issuer, and (v) enter into an Indenture that provides that the trustee shall not resign
until either (a) the Pledged Securities have been completely liquidated and the proceeds of such
liquidation have been distributed to the Noteholders or (b) a successor trustee meeting the requirements of
the Indenture has been designated and has accepted such trusteeship.
Characterization of the Senior Notes
The Issuer intends to treat the Senior Notes as indebtedness of the Issuer for U.S. federal, state
and local income tax purposes. The Indenture will provide that each Holder thereof, by accepting a
Senior Note, agrees to such treatment and agrees to report all income (or loss) in accordance with such
characterization.
Governing Law
The Offered Notes, the Indenture, the Collateral Management Agreement, the Collateral
Administration Agreement, the Hedge Agreements and the Purchase Agreement will be governed by, and
construed in accordance with, the law of the State of New York. The Issuer Charter, the declaration of
101