Attentus CDO I Offering Circular - Irish Stock Exchange

Classes that shall not have been redeemed.
Auction Call Redemption:
Optional Redemption and Tax
Redemption of the Notes:
If the Senior Notes have not been redeemed in full prior to the
Distribution Date occurring in May 2016, then an auction of the
Collateral Debt Securities will be conducted by the Collateral
Manager on behalf of the Issuer and, provided that certain conditions
are satisfied, the Collateral Debt Securities will be sold and the
Notes will be redeemed on such Distribution Date. If such
conditions are not satisfied and the auction is not successfully
conducted on such Distribution Date, the Collateral Manager will
conduct auctions on a quarterly basis until the Senior Notes are
redeemed in full. See “Description of the Offered Notes—Auction
Call Redemption.”
Subject to certain conditions described herein, on any Distribution
Date occurring on or after the Distribution Date occurring in May
2010, the Co-Issuers may redeem the Notes (such redemption, an
“Optional Redemption”) at the direction of the Holders of a Majority
of Subordinated Notes at the applicable Redemption Price therefor.
See “Description of the Offered Notes—Optional Redemption.” In
connection with such a redemption, the Senior Notes will be
redeemed in whole, and not in part.
In addition, upon the occurrence of any Tax Event with respect to
which the Tax Materiality Condition is satisfied, the Co-Issuers may
redeem the Notes (such redemption, a “Tax Redemption”) on any
Distribution Date at the direction of the holders of a Majority of the
Subordinated Notes or the Majority of the most Subordinate Class of
Senior Notes then outstanding (such Class, the “Affected Class”;
provided, that in the event the aggregate amount of funds deducted
or withheld as described in the definition of Tax Event at any time
exceeds the sum of the Aggregate Outstanding Principal Amount of
the Subordinated Notes then outstanding and the Aggregate
Outstanding Principal Amount of the most subordinate Class of
Senior Notes then outstanding, the “Affected Class” shall be deemed
to be the next most subordinate Class of Senior Notes then
outstanding). Any such redemption may only be effected on a
Distribution Date and only from (a) the sale proceeds of the
Collateral and (b) all other funds in the Interest Collection Account,
Principal Collection Account and the Payment Account on such
Distribution Date, at the applicable Redemption Price. No Tax
Redemption may be effected, however, unless (i) a Tax Event has
occurred, (ii) the Tax Materiality Condition is satisfied, (iii) except
as otherwise set forth in the Indenture and described herein, the Sale
Proceeds and all Cash and Eligible Investments credited to the
Interest Collection Account, Principal Collection Account, the
Expense Account, the Discretionary Interest Shortfall Reserve
Account and the Payment Account on the relevant Distribution Date
must be at least sufficient to redeem the Senior Notes simultaneously
in accordance with the procedures described in the Indenture and
(iv) such Sale Proceeds are used to make such a redemption. See
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