Attentus CDO I Offering Circular - Irish Stock Exchange

As used herein, “Senior Indebtedness” means:
(x) with respect to any Real Estate Entity, (i) the principal, premium, if any, and interest in
respect of (a) indebtedness of such Real Estate Entity for money borrowed and (b) indebtedness
evidenced by securities, debentures, notes, bonds or other similar instruments issued by such Real Estate
Entity; (ii) all capital lease obligations of such Real Estate Entity; (iii) all obligations of such Real Estate
Entity issued or assumed as the deferred purchase price of property, all conditional sale obligations of
such Real Estate Entity and all obligations of such Real Estate Entity under any title retention agreement
(but excluding trade accounts payable arising in the ordinary course of business); (iv) all obligations of
such Real Estate Entity for the reimbursement of any letter of credit, any banker’s acceptance, any
security purchase facility, any repurchase agreement or similar arrangement, any interest rate swap, any
other hedging arrangement, any obligation under options or any similar credit or other transaction; (v) all
obligations of the type referred to in clauses (i) through (iv) above of other persons for the payment of
which such Real Estate Entity is responsible or liable as obligor, guarantor or otherwise; and (vi) all
obligations of the type referred to in clauses (i) through (v) above of other persons secured by any lien on
any property or asset of such Real Estate Entity (whether or not such obligation is assumed by such Real
Estate Entity), whether incurred on or prior to the date of the related Real Estate Entity Indenture or
thereafter incurred, unless it is provided in the instrument creating or evidencing the same or pursuant to
which the same is outstanding that such obligations are not superior or are pari passu in right of payment
to the Corresponding Debentures of such Real Estate Entity; provided that, notwithstanding the foregoing,
“Senior Indebtedness” shall not include (1) any additional Junior Indebtedness, (2) Corresponding
Debentures issued pursuant to the related Real Estate Entity Indentures and guarantees in respect of such
Corresponding Debentures or (3) trade accounts payable of the Real Estate Entity arising in the ordinary
course of business (such trade accounts payable being pari passu in right of payment to the
Corresponding Debentures). Senior Indebtedness shall continue to be Senior Indebtedness and be entitled
to the subordination provisions irrespective of any amendment, modification or waiver of any term of
such Senior Indebtedness; and
(y) with respect to any Subordinated Securities Issuer, the principal of and any premium on
the following, whether outstanding on the date of execution of the Subordinated Security Indenture or
thereafter created, assumed or incurred: (a) any obligation of, or any obligation guaranteed by, such
Subordinated Securities Issuer for the repayment of borrowed money, whether or not evidenced by bonds,
debentures, notes or other written instruments, and similar obligations arising from off-balance sheet
guarantees and direct credit substitutes, (b) obligations under bankers’ acceptances and letters of credit,
(c) obligations associated with derivative products such as interest rate and foreign exchange rate
contracts, commodity and currency contracts and similar arrangements, (d) any deferred obligations of, or
any such obligation guarantees by, such Subordinated Securities Issuer for the payment of the purchase
price of property or assets, (e) obligations of such Subordinated Securities Issuer as lessee under any lease
of real or personal property required to be capitalized under generally accepted accounting principles at
the time, and (f) any amendments, deferrals, renewals, extensions or refundings of any such indebtedness
or obligations referred to in clauses (a) or (b) through (e) above, provided, that Senior Indebtedness will
not include (i) obligations, renewals, extensions or refundings referred to in clause (a) or (c) through (f)
that specifically by their terms rank junior to, or equally with, the Subordinated Securities of the related
Subordinated Securities Issuer in right of payment in the event of certain events of bankruptcy, insolvency
receivership or reorganization of such Subordinated Securities Issuer and (ii) the Subordinated Securities
of the related Subordinated Securities Issuer.
As used herein, “additional Junior Indebtedness” means, with respect to a Real Estate Entity,
without duplication and other than the related Corresponding Debentures, any indebtedness, liabilities or
obligations of the Real Estate Entity, or any Subsidiary (as defined in the related Real Estate Entity
Indenture, as applicable) of the Real Estate Entity, under debt securities (or guarantees in respect of debt
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