Attentus CDO I Offering Circular - Irish Stock Exchange

on the Subordinated Notes on such Distribution Date and all prior Distribution Dates in accordance with
the Priority of Payments), then the Collateral Manager will be entitled to receive, in addition to the Base
Collateral Management Fee and the Subordinate Collateral Management Fee, an incentive collateral
management fee (such fee, the “First Incentive Collateral Management Fee”) of 0.10% per annum of the
Quarterly Asset Amount, cumulative from the Closing Date. If on any Distribution Date the Holders of
the Subordinated Notes have received an Internal Rate of Return of 12.00% 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 on the Subordinated Notes on such Distribution
Date and all prior Distribution Dates in accordance with the Priority of Payments), then the Collateral
Manager will be entitled to receive, in addition to the Base Collateral Management Fee, the Subordinate
Collateral Management Fee and the First Incentive Collateral Management Fee, another incentive
collateral management fee (such fee, the “Second Incentive Collateral Management Fee” and together
with the First Incentive Collateral Management Fee, the “Incentive Collateral Management Fees”) of
0.10% per annum of the Quarterly Asset Amount, cumulative from the Closing Date. The Base Collateral
Management Fee, the Subordinate Collateral Management Fee, the First Incentive Collateral Management
Fee and the Second Incentive Collateral Management Fee are collectively referred to herein as the
“Collateral Management Fees”.
The Incentive Collateral Management Fees will be calculated as follows:
(i) first, the Collateral Manager will determine on each Distribution Date the Internal Rate of
Return the Holders 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 on the Subordinated Notes on such
Distribution Date and all prior Distribution Dates in accordance with the Priority of Payments);
(ii) second, if the Collateral Manager determines (and the Trustee confirms) that the Holders
of the Subordinated Notes have received the Internal Rate of Return required for the First Incentive
Collateral Management Fee on such Distribution Date, then the following product will be calculated for
such Distribution Date and each prior Distribution Date: the product of (a) the Quarterly Asset Amount as
of the beginning of the related Due Period and (b) the First Incentive Collateral Management Fee;
(iii) third, the sum of the products calculated in clause (ii) above for each such Distribution
Date will be determined. If that sum exceeds the aggregate amount of the First Incentive Collateral
Management Fee paid to the Collateral Manager on all prior Distribution Dates, then such excess shall be
payable as the First Incentive Collateral Management Fee if and to the extent funds are available for such
purpose on such Distribution Date in accordance with the Priority of Payments;
(iv) fourth, if the Collateral Manager determines (and the Trustee confirms) that the Holders
of the Subordinated Notes have received the Internal Rate of Return required for the Second Incentive
Collateral Management Fee on such Distribution Date, then the following product will be calculated for
such Distribution Date and each prior Distribution Date: the product of (a) the Quarterly Asset Amount as
of the beginning of the related Due Period and (b) the Second Incentive Collateral Management Fee; and
(v) fifth, the sum of the products calculated in clause (iv) above for each such Distribution
Date will be determined. If that sum exceeds the aggregate amount of the Second Incentive Collateral
Management Fee paid to the Collateral Manager on all prior Distribution Dates, then such excess shall be
payable as the Second Incentive Collateral Management Fee if and to the extent funds are available for
such purpose on such Distribution Date in accordance with the Priority of Payments.
If amounts distributable on any Distribution Date in accordance with the Priority of Payments are
insufficient to pay the Collateral Management Fees in full, then a portion of such fees, as applicable,
161