Attentus CDO I Offering Circular - Irish Stock Exchange

(i) the failure by the related REIT or REOC to pay dividends on its common stock for two
consecutive calendar quarters so long as such distribution is required for purposes of satisfying Section
856 through 860 (or any successor sections thereto) of the Code;
(ii) the failure to maintain a Fixed Charge Coverage Ratio of 1:0 or more as of each
Measurement Date; and
(iii) the failure to cure any monetary default with respect to any indebtedness owed by the
related Real Estate Entity within 30 days of the occurrence of the same.
“Reinvestment Income” means any interest or other earnings on Eligible Investments in the
Collection Accounts, including any amount representing the accreted portion of a discount from the face
amount of an Eligible Investment and all payments of principal, including prepayments, on Eligible
Investments purchased with amounts from the Interest Collection Account.
“REIT/REOC Coverage Tests” means the REIT/REOC Interest Coverage Test, the Total Debt to
Total Capitalization Test and the Tangible Net Worth Test.
“REIT/REOC Interest Coverage Ratio” means, as of the last day of the preceding fiscal quarter,
determined (i) on a four quarter trailing basis or (ii) with respect to the preceding fiscal quarter, whichever
is greater, the ratio of (a) EBITDA of the related Real Estate Entity and its subsidiaries determined on a
Consolidated basis to (b) Interest Expense of such Real Estate Entity and its subsidiaries determined on a
Consolidated basis during such period, as reported by the Collateral Manager.
“REIT/REOC Interest Coverage Test” means a test that is satisfied on any Measurement Date
occurring on or after the Ramp-Up Completion Date if the REIT/REOC Interest Coverage Ratio is equal
to or greater than (i) 1.5:1 with respect to equity Real Estate Entities and (ii) 1.35:1 with respect to
mortgage Real Estate Entities.
“S&P Recovery Rate”means, with respect to any Collateral Debt Security on any Determination
Date, an amount equal to the percentage for such Collateral Debt Security set forth in the S&P Recovery
Rate Matrix attached as a schedule to the Indenture in (x) the applicable table set forth therein and (y) the
row in such table opposite the S&P Rating (determined in accordance with procedures prescribed by S&P
for such Collateral Debt Security on the date of its purchase by the Issuer or, in the case of a Defaulted
Security, the S&P Rating immediately prior to default).
“Sale Proceeds” means all proceeds received from the redemption, call, sale or other disposition
of any Collateral Debt Security in accordance with the terms of the Indenture and the Collateral
Management Agreement, net of any reasonable amounts expended by the Collateral Administrator or the
Trustee in connection with such redemption, call, sale or other disposition; provided, that for purposes of
any Auction Call Redemption, Optional Redemption or Tax Redemption, the term “Sale Proceeds” will
mean all proceeds received from the redemption, call, sale or other disposition of any Collateral Debt
Security net of any reasonable amounts expended by the Collateral Administrator or the Trustee in
connection with such redemption, call, sale or other disposition.
“Tangible Net Worth” means as of any date, the total amount of assets of a Real Estate Entity and
its subsidiaries on a Consolidated basis, less (i) intangible assets and (ii) total liabilities of such Real
Estate Entity and its subsidiaries, all as reflected in the balance sheet of such Real Estate Entity and its
subsidiaries as of the end of the fiscal quarter immediately preceding such date, as reported by the
Collateral Manager.
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