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Attentus CDO I Offering Circular - Irish Stock Exchange

Attentus CDO I Offering Circular - Irish Stock Exchange

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Conflicts of Interest Involving the Initial Purchaser. A significant portion of the Collateral Debt<br />

Securities acquired or to be acquired by the Issuer may consist of obligations of issuers, or obligations<br />

sponsored or serviced by companies, for which the Initial Purchaser or an affiliate of the Initial Purchaser<br />

has acted as underwriter, agent, initial purchaser or dealer or for which an affiliate of the Initial Purchaser<br />

has acted as lender or provided other commercial or investment banking services.<br />

With respect to the portfolio of Collateral Debt Securities to be acquired by the Issuer on the<br />

Closing Date, it is expected that the Issuer will acquire substantially all of such Collateral Debt Securities<br />

from CS and/or affiliates thereof, which have acquired Collateral Debt Securities during an accumulation<br />

period prior to the Closing Date. For a discussion of the price at which the Issuer will purchase Collateral<br />

Debt Securities on the Closing Date, see “Risk Factors—Purchase of Collateral Debt Securities.” The<br />

Initial Purchaser and its affiliates may acquire any Offered Notes on or after the Closing Date. The Initial<br />

Purchaser (or its affiliates) may exercise its rights as a holder of an Offered Note without considering any<br />

adverse effect which its actions may have on the other holders of Offered Notes.<br />

The Initial Purchaser and its affiliates may act as placement agent and/or initial purchaser in other<br />

transactions involving issues of collateralized debt obligations or other investment funds with assets<br />

similar to those of the Issuer, which may have an adverse effect on the availability of collateral for the<br />

Issuer.<br />

Projections, Forecasts and Estimates. Any projections, forecasts and estimates contained herein<br />

are forward looking statements and are based upon certain assumptions considered reasonable.<br />

Projections are necessarily speculative in nature, and it can be expected that some or all of the<br />

assumptions underlying the projections will not materialize or will vary significantly from actual results.<br />

Accordingly, the projections are only an estimate. Actual results may vary from the projections, and the<br />

variations may be material.<br />

Some important factors that could cause actual results to differ materially from those in any<br />

forward looking statements include changes in interest rates, market, financial or legal uncertainties, the<br />

timing of acquisitions of Collateral Debt Securities, differences in the actual allocation of the Collateral<br />

Debt Securities among asset categories from those assumed, the timing of acquisitions of the Collateral<br />

Debt Securities, mismatches between the timing of accrual and receipt of Interest Proceeds and Principal<br />

Proceeds from the Collateral Debt Securities (particularly prior to the Ramp-Up Completion Date),<br />

defaults under Collateral Debt Securities, whether or not the Issuer enters into one or more Hedge<br />

Agreements and the effectiveness of such Hedge Agreements, among others. In addition, prior to the<br />

Ramp-Up Completion Date, the Issuer may purchase only those securities specified in the Indenture and,<br />

if the Issuer is unable to effect such purchases in accordance with the terms of the Indenture, the Issuer<br />

will not be authorized to purchase any additional Collateral Debt Securities. The Indenture also permits<br />

the Issuer, in certain circumstances, to purchase Additional Collateral Debt Securities after the Ramp-Up<br />

Completion Date, and the financial performance of the Issuer may be affected by the price, terms and<br />

availability of Collateral so purchased. Consequently, the inclusion of projections herein should not be<br />

regarded as a representation by the Issuer, the Co-Issuer, the Collateral Manager, the Trustee, the Initial<br />

Purchaser or any of their respective affiliates or any other person or entity of the results that will actually<br />

be achieved by the Issuer.<br />

None of the Issuer, the Co-Issuer, the Collateral Manager, the Trustee, the Initial Purchaser, any<br />

of their respective affiliates or any other person has any obligation to update or otherwise revise any<br />

projections, including any revisions to reflect changes in economic conditions or other circumstances<br />

arising after the date hereof or to reflect the occurrence of unanticipated events, even if the underlying<br />

assumptions do not come to fruition.<br />

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