Attentus CDO I Offering Circular - Irish Stock Exchange

in its payment obligations thereunder, (a) no Auction Call Redemption shall occur on the Distribution
Date following the relevant Auction Date, (b) the Collateral Manager shall give notice to the Trustee of
the withdrawal, (c) subject to clause (d) below, the Collateral Manager or the Trustee, as the case may be,
shall decline to consummate such sale and shall not solicit any further bids or otherwise negotiate any
further sale of Collateral Debt Securities in relation to such Auction, and (d) unless the Senior Notes are
redeemed in full prior to the next succeeding Auction Date, the Collateral Manager shall conduct another
Auction on the next succeeding Auction Date.
Optional Redemption and Tax Redemption
Subject to certain conditions set forth in the Indenture and described herein, the Holders of a
Majority of the Subordinated Notes may cause the Issuer to redeem the Notes (such redemption, an
“Optional Redemption”), at the applicable Redemption Price therefor (exclusive of installments of
principal and interest due on or prior to such date, provided payment of which shall have been made or
duly provided for, to the Holders of the Notes as provided in the Indenture) on any Distribution Date;
provided, that no such Optional Redemption may be effected prior to the Distribution Date occurring in
May 2010.
Notwithstanding the above, but subject to the following paragraph, no Optional Redemption may
be effected unless proceeds from the sale of Collateral, together with all cash and Eligible Investments
maturing on or prior to the scheduled Redemption Date credited to the Interest Collection Account, the
Principal Collection Account, the Expense Account, the Discretionary Interest Shortfall Reserve Account
and the Payment Account on the relevant Distribution Date, equal or exceed the aggregate amount
necessary to pay all amounts (including fees and expenses incurred by the Trustee and the Collateral
Manager in connection with such sale) due and payable by the Co-Issuers under the Priority of Payments
prior to the payment of the Senior Notes (without giving effect to paragraph (2)(c) “Priority of
Payments—Interest Proceeds”) to pay any accrued and unpaid amounts (including any termination
payments), if any, payable by the Issuer pursuant to the Hedge Agreements, to pay fees and expenses
incurred by the Trustee and the Collateral Manager in connection with any sale of the Collateral Debt
Securities and to redeem the Senior Notes on the scheduled Redemption Date at the applicable
Redemption Price therefor, together with all accrued interest to the date of redemption (such aggregate
amount, the “Total Senior Redemption Amount”).
Notwithstanding anything contained herein to the contrary, the Holders of a Majority of the
Subordinated Notes may cause an Optional Redemption if proceeds from the sale of the Collateral,
together with all cash and Eligible Investments maturing on or prior to the scheduled Redemption Date
credited to the Interest Collection Account, the Principal Collection Account, the Expense Account, the
Discretionary Interest Shortfall Reserve Account and the Payment Account on the relevant Distribution
Date are insufficient to redeem the Senior Notes on the scheduled Redemption Date at the applicable
Redemption Price therefor, if Holders of a Majority of the Aggregate Outstanding Principal Amount of
any Class of Senior Notes that would not be entitled to receive 100% of the applicable Redemption Price
as a result of such Optional Redemption (or, if the Class A-1 Notes would not be entitled to receive 100%
of the applicable Redemption Price as a result of such Optional Redemption, Holders of 100% of the
Aggregate Outstanding Principal Amount of such Class) consents to such Optional Redemption.
In addition, upon the occurrence of any Tax Event with respect to which the Tax Materiality
Condition is satisfied, the Issuer may redeem the Notes (such redemption, a “Tax Redemption”) on any
Distribution Date at the applicable Redemption Price therefore at the written direction of the Holders of a
Majority of the Subordinated Notes or a 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
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