Attentus CDO I Offering Circular - Irish Stock Exchange

Conflicts of Interest
The Collateral Management Agreement generally permits the Collateral Manager or any of its
affiliates to acquire or sell securities, for its own account or for the accounts of its customers, without
either requiring or precluding the offering of such securities to, or sale of such securities for the account
of, the Issuer. Unless expressly prohibited by the Collateral Management Agreement, the Collateral
Manager may execute transactions in the Collateral Debt Securities and Eligible Investments as part of
concurrent authorizations to purchase the same security for its own account or other accounts served by
the Collateral Manager if such aggregation shall not be disadvantageous to the Issuer in any material
respect in the reasonable judgment of the Collateral Manager. The Collateral Management Agreement
provides that if, in light of market conditions and investment objectives, the Collateral Manager
determines that it would be advisable to facilitate the sale of the same Collateral Debt Security both for
the Issuer and for either the proprietary account of the Collateral Manager or any affiliate of the Collateral
Manager or for another client of the Collateral Manager or its affiliate, the sales will be allocated in a
manner believed by the Collateral Manager to be equitable and which is consistent with the Collateral
Manager’s obligations thereunder, its standard practices and applicable law. See “Risk Factors—Certain
Conflicts of Interest—Conflicts of Interest Involving the Collateral Manager.”
Nothing in the Collateral Management Agreement will prevent the Collateral Manager or any of
its affiliates from engaging in other businesses, or from rendering services of any kind to the Issuer, the
Trustee, any Noteholder or any of their respective affiliates or any other Person or entity. The Collateral
Manager and any of its affiliates will be free, in its or their sole discretion, to make recommendations to
others and to effect transactions on behalf of itself or for others, which may be the same as or different
from those effected with respect to the Collateral. In addition, nothing in the Collateral Management
Agreement will preclude the Collateral Manager or its affiliates from acting as principal, agent or
fiduciary for other clients in connection with securities simultaneously held by the Issuer or of the type
eligible for investment by the Issuer. The Collateral Management Agreement prohibits the Collateral
Manager from purchasing securities issued by its affiliates. Additionally, the Indenture places restrictions
on the Collateral Manager’s ability to sell Collateral Debt Securities on behalf of the Issuer. Accordingly,
during certain periods or in certain circumstances, the Collateral Manager may be unable to acquire
securities, sell securities or to take other actions that it might consider to be in the best interests of the
Issuer or the Noteholders, as a result of such restrictions. See “Risk Factors—Certain Conflicts of
Interest—Conflicts of Interest Involving the Collateral Manager.”
Compensation
On each Distribution Date, the Issuer will pay, subject to the Priority of Payments, to the
Collateral Manager as compensation for the performance of its obligations under the Collateral
Management Agreement, a fee, payable in arrears on each Distribution Date in an amount equal to 0.15%
per annum of the Quarterly Asset Amount for such Due Period and subject to the Priority of Payments
(such fee, the “Base Collateral Management Fee”) and a fee, payable in arrears on each Distribution Date
in an amount equal to 0.15% per annum of the Quarterly Asset Amount for such Due Period and subject
to the Priority of Payments (such fee, the “Subordinate Collateral Management Fee”), payable in arrears
and subject to the Priority of Payments, as set forth below. In addition, on the Closing Date the Issuer
will pay an up-front collateral management fee to the Collateral Manager in an amount equal to
approximately U.S.$2,020,000 (the “Up-Front Collateral Management Fee”).
If on any Distribution Date the Holders of the Subordinated Notes have received an Internal Rate
of Return greater than zero on the original principal amount of the Subordinated Notes for the period from
the Closing Date to such Distribution Date (after taking into account any distributions made or to be made
160