Attentus CDO I Offering Circular - Irish Stock Exchange

its primary business or (g) the Issuer and the Trustee are notified in accordance with the provisions of the
Collateral Management Agreement by the Collateral Manager (or otherwise become aware) that as of any
date both John M. Stein and Steven N. Stein voluntarily cease to provide services to the Collateral
Manager.
Any Notes held by, or with respect to which discretionary voting rights are held by, the Collateral
Manager or its affiliates will have no voting rights with respect to any vote in connection with the
removal of the Collateral Manager and such Notes will be deemed to not be outstanding in connection
with any such vote; provided, that any Notes held by, or with respect to which discretionary voting rights
are held by, the Collateral Manager and its affiliates or their respective employees will have voting rights
with respect to all other matters as to which the Noteholders are entitled to vote, including, without
limitation, any vote in connection with the appointment of a replacement Collateral Manager that is not
affiliated with the existing Collateral Manager in accordance with the Collateral Management Agreement.
Any resignation or removal of the Collateral Manager at any time while any of the Notes are
outstanding will be effective upon (a) the appointment by the Issuer, subject to the approval of a Majority
of the Subordinated Notes (subject to the limitations on the voting rights of the Collateral Manager set
forth in the preceding paragraph), of an institution as replacement collateral manager; provided, that
neither the Holders of a Majority of the Controlling Class nor the Holders of a Majority of the Senior
Notes (other than the Controlling Class) voting as a single class disapproves such institution within 30
days of notice of such appointment; and (i) such institution has demonstrated an ability to professionally
and competently perform duties similar to those imposed upon the Collateral Manager under the
Collateral Management Agreement, (ii) such institution is legally qualified and has the capacity to act as
successor to the collateral manager under the Collateral Management Agreement and with respect to
which the Rating Condition is satisfied, and (iii) the appointment of such institution does not cause the
Issuer, the Co-Issuer or the pool of Collateral to become required to register as an investment company
under the Investment Company Act and (b) written acceptance of appointment by such successor
collateral manager. In the event the Collateral Management Agreement shall have been terminated
pursuant to a notice as described herein and neither the Issuer nor the Trustee shall have appointed a
successor on or prior to (x) in the case of a removal of the Collateral Manager for Cause, the date that is
60 days following the date of the termination notice delivered in accordance with the Collateral
Management Agreement and (y) in the case of any resignation of the Collateral Manager or any other
termination of the Collateral Management Agreement, the termination date specified in such notice, the
Collateral Manager will be entitled to appoint a successor and will so appoint a successor within 60 days
thereafter, subject to the requirements set forth in the preceding sentence and to the approval of such
successor by the Holders of a Majority of each Class of Notes. In lieu thereof, or, if the successor
collateral manager appointed by the resigning or removed Collateral Manager is disapproved, the
resigning or removed Collateral Manager may petition any court of competent jurisdiction for the
appointment of a successor collateral manager, which appointment shall not require the consent of, nor be
subject to the disapproval of, the Issuer or any Holder of Notes. If no successor collateral manager is in
place by the date that is 90 days following the date of the termination notice delivered in accordance with
the Collateral Management Agreement, a Majority of the Controlling Class shall have the right to appoint
a successor collateral manager. No compensation payable to a successor collateral manager from
payments on the Collateral shall be greater than that paid to the Collateral Manager without the prior
written consent of a Majority of the Controlling Class. Upon expiration of the applicable notice period
with respect to termination specified in the Collateral Management Agreement, all authority and power of
the Collateral Manager under the Collateral Management Agreement, whether with respect to the
Collateral or otherwise, shall automatically and without action by any person or entity pass to and be
vested in the successor collateral manager upon the appointment thereof; provided, that AMG shall have
the right to require the Issuer to remove the word “Attentus” from its name.
159