Attentus CDO I Offering Circular - Irish Stock Exchange

amount equal to the aggregate Principal Balance of such Trust Preferred Securities and related Common
Securities have been distributed on a pro rata basis to holders of the related Trust Preferred Securities in
exchange therefor as discussed below.
After satisfaction of liabilities to creditors of such Trust Preferred Securities Issuer, each Real
Estate Entity has the right at any time to dissolve its subsidiary Trust Preferred Securities Issuer and to
cause all of the related Corresponding Debentures to be distributed to holders of the related Trust
Preferred Securities on a pro rata basis in accordance with the aggregate Principal Balance thereof;
provided, that such Real Estate Entity receives an opinion of nationally recognized tax counsel that
holders of such Trust Preferred Securities will not recognize any gain or loss for U.S. federal income tax
purposes as a result of the distribution of such Corresponding Debentures.
Each Trust Preferred Securities Issuer will dissolve on the first to occur of the following: (i) the
expiration of the term of such Trust Preferred Securities Issuer; (ii) the bankruptcy of its Real Estate
Entity or such Trust Preferred Securities Issuer; (iii) the filing of a certificate of dissolution of its Real
Estate Entity or the revocation of the charter of its Real Estate Entity (other than in connection with a
permitted merger, consolidation or similar transaction); (iv) the distribution to holders of its Trust
Preferred Securities of the related Corresponding Debentures as permitted in the preceding paragraph; (v)
the entry of a decree of a judicial dissolution of such Trust Preferred Securities Issuer or its Real Estate
Entity; or (vi) when all of its Trust Preferred Securities are then subject to redemption and the amounts
necessary for redemption thereof shall have been paid to the holders in accordance with the terms of such
Trust Preferred Securities. As soon as practicable after the dissolution of a Trust Preferred Securities
Issuer and upon completion of the winding up of such Trust Preferred Securities Issuer, such Trust
Preferred Securities Issuer shall terminate upon the filing of a certificate of cancellation with the
Secretary of State of the State of Delaware.
If a Liquidation of a Trust Preferred Securities Issuer occurs as described in subclauses (i), (ii),
(iii) or (v) above, such Trust Preferred Securities Issuer shall be liquidated by distributing to the holders
of its Trust Preferred Issuer Securities, after satisfaction of liabilities to creditors of such Trust Preferred
Securities Issuer, to the extent not satisfied by its Real Estate Entity, all of the related Corresponding
Debentures on a pro rata basis, unless such distribution is determined by the Property Trustee of such
Trust Preferred Securities Issuer not to be practical, in which event such holders will be entitled to receive
out of the assets of such Trust Preferred Securities Issuer legally available for distribution to such holders,
after satisfaction of liabilities to creditors of such Trust Preferred Securities Issuer to the extent not
satisfied by its Real Estate Entity and except as otherwise specified below under “Security for the Senior
Notes—Description of the Trust Preferred Securities—Terms of the Trust Preferred Securities
Subordination of Common Securities Upon Default,” an amount in cash equal to the Liquidation
Distribution. A Liquidation of the related Trust Preferred Securities Issuer pursuant to subclause (iv)
above shall occur only if the Property Trustee of such Trust Preferred Securities Issuer determines that the
distribution to the holders of its Trust Preferred Issuer Securities, after satisfaction of liabilities to
creditors of such Trust Preferred Securities Issuer, of the related Corresponding Debentures is practical,
and such distribution occurs. As used herein, the term “Property Trustee” means the trustee pursuant to
the Trust Agreement for the Trust Preferred Securities Issuers.
If, upon any Liquidation, the Liquidation Distribution can be paid only in part because the related
Trust Preferred Securities Issuer has insufficient assets available to pay in full the aggregate Liquidation
Distribution on its Trust Preferred Issuer Securities, then amounts payable directly by such Trust
Preferred Securities Issuer on such Trust Preferred Issuer Securities shall be paid to the holders of the
Trust Preferred Securities and Common Securities on a pro rata basis except as otherwise specified below
under “Security for the Senior Notes—Description of the Trust Preferred Securities—Terms of the Trust
Preferred Securities—Subordination of Common Securities Upon Default”.
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