Attentus CDO I Offering Circular - Irish Stock Exchange

Class and that remain outstanding have been paid in full. See “Description of the Offered Notes—
Priority of Payments.” If an Event of Default occurs, so long as any Notes are outstanding, the Holders of
a Majority of the Notes of the Controlling Class will be entitled to determine the remedies to be exercised
under the Indenture. So long as any Class A Notes or Class B Notes are outstanding, the failure on any
Distribution Date to make payment in respect of interest on the Class C-1 Notes by reason of the
operation of the Priority of Payments will not constitute an Event of Default under the Indenture. Any
interest on the Class C-1 Notes that is not paid when due by operation of the Priority of Payments will be
deferred. So long as any Class A Notes, Class B Notes or Class C-1 Notes are outstanding, the failure on
any Distribution Date to make payment in respect of interest on the Class C-2 Notes by reason of the
operation of the Priority of Payments will not constitute an Event of Default under the Indenture. Any
interest on the Class C-2 Notes that is not paid when due by operation of the Priority of Payments will be
deferred. So long as any Class A Notes, Class B Notes or Class C Notes are outstanding, the failure on
any Distribution Date to make payment in respect of interest on the Class D Notes by reason of the
operation of the Priority of Payments will not constitute an Event of Default under the Indenture. Any
interest on the Class D Notes that is not paid when due by operation of the Priority of Payments will be
deferred. So long as any Class A Notes, Class B Notes, Class C Notes or Class D Notes are outstanding,
the failure on any Distribution Date to make payment in respect of interest on the Class E Notes by reason
of the operation of the Priority of Payments will not constitute an Event of Default under the Indenture.
Any interest on the Class E Notes that is not paid when due by operation of the Priority of Payments will
be deferred. In the event of any realization on the Collateral, proceeds will be allocated to the Senior
Notes and other amounts in accordance with the Priority of Payments prior to any distribution to the
Holders of the Subordinated Notes. See “Description of the Offered Notes—The Indenture” and “—
Priority of Payments.” Remedies pursued by the Majority of the Notes of the Controlling Class or the
Holders of the Class or Classes of Notes entitled to determine the exercise of such remedies could be
adverse to the interest of the Holders of the Notes or the other Classes of Notes. To the extent that any
losses are suffered by the Holders of any Notes, such losses will be borne, first, by the Holders of the
Subordinated Notes, second, by the Holders of the Class E Notes, third, by the Holders of the Class D
Notes, fourth, by the Holders of the Class C-2 Notes, fifth, by the Holders of the Class C-1 Notes, sixth,
by the Holders of the Class B Notes, seventh, by the Holders of the Class A-2 Notes and, eighth, by the
Holders of the Class A-1 Notes. Holders of the Combination Notes would be affected to the extent of any
effect on the underlying Components thereof.
Payments in Respect of the Subordinated Notes. The Issuer, pursuant to the Indenture, has
pledged substantially all of its assets (excluding, however, its share capital and the profit fee paid to it) to
secure the Senior Notes and certain other obligations of the Issuer. The proceeds of such assets will be
available to make payments in respect of the Subordinated Notes only as and when such proceeds are
available for such purpose in accordance with the Priority of Payments and the other terms of the
Indenture. There can be no assurance that, after payment of principal and interest on the Senior Notes and
other fees and expenses of the Issuer in accordance with the Priority of Payments, the Issuer will have
funds remaining to make distributions in respect of the Subordinated Notes. See “Description of the
Offered Notes—Priority of Payments.”
Volatility of the Subordinated Notes. The Subordinated Notes represent a leveraged investment in
the underlying Collateral. Therefore, it is expected that changes in the value of the Subordinated Notes
will be greater than the change in the value of the underlying Collateral Debt Securities, which
themselves are subject to credit, liquidity, interest rate and other risks. Such utilization of leverage
increases the risk of losses to the Issuer and, therefore, increases the risk of losses to the Holders of the
Subordinated Notes. The indebtedness of the Issuer under the Senior Notes will result in interest expense
and other costs incurred in connection with such indebtedness that may not be covered by proceeds
received from the Collateral. The use of leverage generally magnifies the Issuer’s opportunities for gain
and risk of loss.
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