Attentus CDO I Offering Circular - Irish Stock Exchange

in its capacity as a banking institution, in which event such Eligible Investments may mature on such
Distribution Date; and provided, further, that Eligible Investments (i) shall not have payments subject to
foreign or United States withholding tax, (ii) shall not be “mortgage-backed securities,” (iii) shall not
have a Standard & Poor’s rating which contains a subscript “p,” “pi,” “q,” “r” or “t”, (iv) shall not be
purchased at a price in excess of the par amount thereof, (v) shall not be a security the repayment of
which is subject to substantial non-credit related risk and (vi) shall not have all, or substantially all, of the
remaining amounts payable thereunder consist of interest and not principal payments.
Payment Account
On or prior to the Business Day prior to each Distribution Date, the Trustee will deposit into a
single, segregated account established and maintained by the Trustee under the Indenture (the “Payment
Account”) for the benefit of the Secured Parties all funds in the Collection Accounts required for
payments to the Noteholders and payments of fees and expenses in accordance with the priority described
under “Description of the Offered Notes—Priority of Payments.”
Uninvested Proceeds Account
In the event the Issuer has not acquired Collateral Debt Securities on the Closing Date having an
aggregate principal amount at least equal to the Aggregate Ramp-Up Par Amount, the Trustee will
establish a single, segregated account to be maintained by the Trustee under the Indenture (the
“Uninvested Proceeds Account”). In such event, the Trustee will, on the Closing Date, deposit all
Uninvested Proceeds (other than the organizational fees and other expenses of the Issuer incurred in
connection with the effectuation of the transactions contemplated hereby on the Closing Date (including,
without limitation, the legal fees and expenses of counsel to the Co-Issuers, the Initial Purchaser and the
Collateral Manager), the expenses of offering the Offered Notes and amounts deposited in the Expense
Account or the Discretionary Interest Shortfall Reserve Account) in such account. The Issuer may, prior
to the Ramp-Up Completion Date, use funds on deposit in the Uninvested Proceeds account to acquire
Collateral Debt Securities; provided, that such acquisitions are made only in accordance with the terms of
the Indenture. Prior to the use of such funds by the Issuer to acquire Collateral Debt Securities in
accordance with the terms of the Indenture, the Collateral Manager on behalf of the Issuer may direct the
Trustee to, and upon such direction the Trustee shall, invest funds in the Uninvested Proceeds Account in
Eligible Investments. Interest and other income from such investments shall be deposited in the Interest
Collection Account. Any loss resulting from such investments shall be charged to the Uninvested
Proceeds Account. Other than as set forth in the preceding sentence, on or prior to the Ramp-Up
Completion Date, the Trustee will transfer any Uninvested Proceeds remaining on deposit in the
Uninvested Proceeds Account to the Payment Account (i) if a Ratings Confirmation has occurred, to be
treated as Principal Proceeds, to be distributed in accordance with the Priority of Payments, and (ii) in the
event of a Ramp-Up Ratings Confirmation Failure, to be treated as Uninvested Proceeds to the extent the
Rating Agencies require that Uninvested Proceeds be used to make payments in respect of principal on
Notes and to be treated as Principal Proceeds, to be distributed in accordance with the Priority of
Payments, to the extent such funds are in excess of the amount of funds necessary to meet the
requirements of the Rating Agencies. Promptly following the Ramp-Up Completion Date, the Trustee
shall cause the Uninvested Proceeds Account to be closed.
Discretionary Interest Shortfall Reserve Account
The Trustee will, prior to the Closing Date, establish a securities account that will be designated
as the “Discretionary Interest Shortfall Reserve Account.” Any and all funds at any time on deposit in, or
otherwise to the credit of, the Discretionary Interest Shortfall Reserve Account will be held in trust by the
Trustee for the benefit of the Secured Parties. Any funds on deposit in the Discretionary Interest Shortfall
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