Attentus CDO I Offering Circular - Irish Stock Exchange

On the first Distribution Date, if a Ramp-Up Ratings Confirmation Failure has occurred,
Uninvested Proceeds will be applied to the payment of principal of, first, the Class A-1 Notes, second, the
Class A-2 Notes, third, the Class B Notes, fourth, the Class C-1 Notes, fifth, the Class C-2A Notes and
Class C-2B Notes, pro rata, sixth, the Class D Notes and seventh, the Class E Notes, to the extent
specified by each Rating Agency in order to obtain a Ratings Confirmation.
Except as otherwise expressly provided in the Priority of Payments, if on any Distribution Date,
the amount available in the Payment Account from amounts received in the related Due Period is
insufficient to make the full amount of the disbursements required by any paragraph of the Priority of
Payments to different Persons, the Trustee will make the disbursements called for by each such paragraph
ratably in accordance with the respective amounts of such disbursements then due and payable to the
extent funds are available therefor. For the avoidance of doubt, if on any Distribution Date there are
insufficient funds to pay the Holders of the Class C-1 Notes, the Class C-2 Notes, the Class D Notes and
the Class E Notes in full in respect of interest on each of the Class C-1 Notes, the Class C-2 Notes, the
Class D Notes and the Class E Notes, any funds then available for distribution shall be paid to such
Holders ratably in accordance with the respective amounts then due and payable in respect of interest
thereon.
If, on any Distribution Date (other than the first Distribution Date), after giving effect to all
disbursements required to be made by the Trustee pursuant to the “Priority of Payments—Interest
Proceeds” and “—Principal Proceeds”, any amount required to be paid pursuant to paragraph (5) and
paragraph (6) of “Priority of Payments—Interest Proceeds” (as specified in the statements furnished by
the Co-Issuers pursuant to the Indenture), remains unpaid, the Trustee shall withdraw from the
Discretionary Interest Shortfall Reserve Account an amount of funds equal to such unpaid amounts (or
such lesser amount as shall then be on deposit in the Discretionary Interest Shortfall Reserve Account)
and shall disburse such funds in accordance with, and in the priority specified in, paragraph (5) and
paragraph (6) of “Priority of Payments—Interest Proceeds”. On each Distribution Date, after giving
effect to any withdrawal, if any, made by the Trustee in accordance with the preceding sentence, the
Trustee shall withdraw from the Discretionary Interest Shortfall Reserve Account an amount equal to the
amount, if any, of funds remaining on deposit therein that were deposited therein in accordance with
paragraph (26) of “Priority of Payments—Interest Proceeds” on the preceding Distribution Date (together
with any investment income earned with respect thereto while such funds were on deposit in such
account, but less any investment losses earned with respect thereto while such funds were on deposit in
such account) and disburse such funds to the Holders of the Subordinated Notes (which amounts shall, on
the final Distribution Date, be paid in redemption thereof).
If the Notes have not been redeemed prior to May 10, 2036, it is expected that the Issuer (or the
Collateral Manager acting pursuant to the Collateral Management Agreement on behalf of the Issuer) will
sell all of the Collateral Debt Securities and all Eligible Investments and sell or liquidate all other
Collateral, and all net proceeds from such sales and liquidations and all available cash after the payment
(in the order of priorities set forth in the Priority of Payments) of all (i) fees, (ii) expenses, (iii) interest
(including any Defaulted Interest and interest on Defaulted Interest, and any Deferred Interest and interest
on Deferred Interest) on and principal of the Senior Notes, (iv) the return to the owner of the Issuer’s
ordinary shares of the U.S.$250 of capital contributed to the Issuer in respect of such ordinary shares and
(v) the payment of a U.S.$250 profit fee to such owner, will be distributed to the Holders of the
Subordinated Notes in accordance with the terms of the Indenture.
72