Attentus CDO I Offering Circular - Irish Stock Exchange

ecourse obligations of the Issuer and shall be payable solely out of the Collateral in accordance with the
Priority of Payments.
Except as set forth in the following paragraph, the Collateral Manager may not assign or delegate,
or be deemed for the purposes of Section 205(a)(1) of the Investment Advisers Act to have assigned, its
rights or responsibilities under the Collateral Management Agreement, unless (a) such assignment or
delegation has received the consent of the Issuer, the Holders of a Majority of the Controlling Class and
the Holders of a Majority of Subordinated Notes, and (b) the Issuer has received the written confirmation
of each Rating Agency that such assignment or delegation will not cause the reduction or withdrawal of
its then current ratings of any Class of Notes and, notwithstanding any such consent, no delegation of
duties by the Collateral Manager shall relieve it from any liability thereunder. The Collateral Manager
shall be permitted, however, without the consent of the Issuer and the Holders of any Notes or satisfaction
of the Rating Condition, to assign or delegate any or all of its rights or obligations under the Collateral
Management Agreement to an affiliate, or the wholly-owned subsidiary of an affiliate, so long as such
affiliate or such wholly-owned subsidiary (A) has demonstrated an ability to professionally and
competently perform duties similar to those imposed upon the Collateral Manager under the Collateral
Management Agreement, (B) is legally qualified and has the capacity to act as Collateral Manager under
the Collateral Management Agreement and (C) immediately after the assignment or delegation, employs
principal personnel performing the duties required under the Collateral Management Agreement who are
the same individuals who would have performed such duties had the assignment or delegation not
occurred; provided, that the Collateral Manager shall be permitted, with the consent of the Issuer, the
Holders of a Majority of the Controlling Class and a Majority of the Subordinated Notes, to assign to an
entity, other than an affiliate, which immediately after the assignment employs principal personnel
performing the duties required under the Collateral Management Agreement who are the same individuals
who would have performed such duties had the assignment not occurred so long as such entity meets the
criteria in subclauses (A) and (B) above and the Rating Condition shall be satisfied with respect to such
assignment.
In providing services under the Collateral Management Agreement, the Collateral Manager may,
without the prior consent of any Person, (i) employ third parties, including its affiliates, to render advice
and assistance and (ii) delegate to any employee, agent or third party, including its affiliates, any or all of
its duties thereunder; provided, that the Collateral Manager will not be relieved of any of its duties
thereunder regardless of the performance of any services by any such employee, agent or third party.
The Collateral Management Agreement may not be amended without the consent of the Issuer,
the Collateral Manager and the Holders of Notes that would be sufficient to meet the voting requirements
for such an amendment if it were made to the Indenture.
The Collateral Manager may be removed by the Issuer in the event (i) the Class A/B
Overcollateralization Ratio as of any Measurement Date is less than 102%, upon at least 90 days’ prior
written notice by the Holders of not less than a 66 2/3 % (by outstanding principal amount) of the Class A-1
Notes or, if no Class A-1 Notes are outstanding, by the Holders of not less than 66 2/3 % (by outstanding
principal amount) of the Class A-2 Notes or, if no Class A Notes are outstanding, by the Holders of at
least 66 2/3 % (by outstanding principal amount) of the Class B Notes or (ii) the Class A-1
Overcollateralization Ratio as of any Measurement Date is less than 100%, upon at least 90 days’ prior
written notice by the Holders of not less than 66 2/3 % (by outstanding principal amount) of the Class A-1
Notes. The “Class A-1 Overcollateralization Ratio” is, as of any Measurement Date, the number
(expressed as a percentage) calculated by dividing (a) the Net Outstanding Portfolio Collateral Balance on
such Measurement Date by (b) the Aggregate Outstanding Principal Amount of the Class A-1 Notes.
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