Attentus CDO I Offering Circular - Irish Stock Exchange

consent or waiver, only Notes that the Trustee knows to be beneficially owned in the manner indicated in
clause (1) or (2) above shall be so disregarded. Notes owned in the manner indicated in clause (1) or (2)
above that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to
the satisfaction of the Trustee the pledgee’s right to so act with respect to such Notes and that the pledgee
is not the Issuer, the Co-Issuer, the Collateral Manager or any other obligor upon the Notes or any affiliate
of the Issuer, the Co-Issuer, the Collateral Manager or such other obligor or an account with respect to
which the Collateral Manager or an affiliate of the Collateral Manager has discretionary voting rights.
“PIK Bond” means any Collateral Debt Security that, pursuant to the terms of the related
Underlying Instruments, permits the payment of interest thereon to be deferred or capitalized.
“Pledged Securities” means as of any date of determination, (a) the Collateral Debt Securities, the
Eligible Investments and the Equity Securities that have been granted to the Trustee pursuant to the
Indenture and (b) all non-cash proceeds thereof, in each case, to the extent not released from the lien of
the Indenture in accordance with the terms thereof.
“Preferred Interests” means, with respect to any Real Estate Entity, equity interests issued by such
Real Estate Entity that are entitled to a preference or priority over any other equity interests issued by
such Real Estate Entity upon any distribution of such Real Estate Entity’s property and assets, whether by
dividend or upon liquidation.
“Principal Balance” or “par” means, with respect to any Pledged Security, as of any date of
determination, the outstanding principal amount of such Pledged Security; provided, that
(a) the Principal Balance of a Collateral Debt Security received upon acceptance of
an Offer for another Collateral Debt Security, which Offer expressly states that failure to accept
such Offer may result in a default under the Underlying Instruments, shall be deemed to be the
Calculation Amount of such other Collateral Debt Security until such time as Interest Proceeds
and Principal Proceeds, as applicable, are received when due with respect to such other Collateral
Debt Security;
(b) the Principal Balance of any Equity Security, unless otherwise expressly stated
herein, shall be deemed to be zero;
(c) the Principal Balance of any PIK Bond (including any Deferred Interest PIK
Bond) shall be equal to the outstanding principal amount thereof (exclusive of any principal
thereof representing capitalized interest);
(d) the Principal Balance of any Eligible Investment that does not pay cash interest
on a current basis will be the accreted value of such Eligible Investment (as reported by the
Collateral Manager to the Trustee on the date of purchase of such Eligible Investment);
(e) to the extent that any two of the three REIT/REOC Coverage Tests reported by
the Collateral Manager are not satisfied as of the Measurement Date with respect to any Real
Estate Entity, the Principal Balance of the related Collateral Debt Security shall be deemed to be
equal to 80% of the outstanding principal amount of such Collateral Debt Security; provided,
however, that with respect to the calculation of the Class D Overcollateralization Ratio, such
amount shall be deemed to be equal to 100%;
(f) to the extent any two Real Estate Entity Trigger Events occur with respect to any
Real Estate Entity, the Principal Balance of the related Collateral Debt Security shall be deemed
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