Attentus CDO I Offering Circular - Irish Stock Exchange

(iii)
(iv)
(v)
(vi)
(vii)
(viii)
(ix)
(x)
(xi)
(xii)
(xiii)
(xiv)
is not a Defaulted Security or a Credit Risk Security;
is not the subject of an offer to acquire, exchange or tender;
matures (including as a result of any put right to either the issuer thereof or any
entity with a public senior unsecured rating of “Baa2” from Moody’s and “BBB”
from Standard & Poor’s) on or before the Stated Maturity Date of the Offered
Notes or, in the case of CMBS, has an assumed final distribution date occurring
prior to the Stated Maturity of the Notes;
is not a debt obligation pursuant to which future advances may be required to be
made to the borrower (except (a) in the case of a Synthetic Security for which the
Issuer has deposited in the Synthetic Security Collateral Account an amount
sufficient to meet such future payment obligations, or (b) in the case of a Trust
Preferred Security, the Corresponding Debentures are not debt obligations
pursuant to which future advances may be required to be made);
in the case of Trust Preferred Securities, provides that distributions of interest
thereon may not at any time be deferred for a period of more than six (6)
consecutive quarterly periods (each such period, an “Extension Period”);
provided that (a) such deferral of interest may not extend past the maturity date
of such Collateral Debt Security and (b) all deferred and capitalized interest shall
have been paid in cash before a subsequent Extension Period may begin; and
provided further, that a limited amount of Trust Preferred Securities which
provide for deferrals in excess of the above limitation (but not in excess of
twenty (20) consecutive quarterly periods), not to exceed 3% of the aggregate
Principal Balance of Collateral Debt Securities as of the Ramp-Up Completion
Date, shall be deemed to have satisfied this clause (vii) notwithstanding such
provisions;
does not have payments subject to, and, if applicable, the related Corresponding
Debenture does not have payments subject to, foreign or United States
withholding tax;
if issued by a United States person (within the meaning of Section 7701(a)(30) of
the Code), is in registered form for U.S. federal income tax purposes and was
issued (and any related Corresponding Debenture was issued) after July 18, 1984;
is not by its terms exchangeable for, or convertible into, an Equity Security;
would not cause the Issuer, the Co-Issuer or the pool of Collateral to be required
to register under the Investment Company Act;
is not “margin stock” (as defined under Regulation U issued by the Board of
Governors of the Federal Reserve System);
is not currently deferring or capitalizing interest, and no such deferred or
capitalized interest is outstanding and unpaid;
in the case of a Trust Preferred Security, such Trust Preferred Security provides
for the distribution of the related Corresponding Debenture to holders of the
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