Attentus CDO I Offering Circular - Irish Stock Exchange

Certain Real Estate Entities will have the right to defer payments of interest on its Corresponding
Debentures as described in “Security for the Senior Notes—Description of the Trust Preferred
Securities—Terms of the Trust Preferred Securities—Distributions.”
Additional Amounts
If at any time as a result of a Trust Preferred Securities Tax Event a Trust Preferred Securities
Issuer is required to pay, or withhold from payments to holders of related Trust Preferred Issuer
Securities, additional taxes (including withholding taxes), duties, assessments or other governmental
charges, then, in any such case, the related Real Estate Entity will pay such additional amounts
(“Additional Amounts”) on the related Corresponding Debentures or Trust Preferred Issuer Securities, as
the case may be, as shall be required so that the net amounts received and retained by the holders thereof,
after payment of all such taxes (including withholding taxes), duties, assessments or other governmental
charges, will equal the amounts such holders would have received and retained had no such taxes, duties,
assessments or other governmental charges been imposed.
“Trust Preferred Securities Special Event” means, with respect to any Trust Preferred Securities,
a Trust Preferred Securities Tax Event or an Investment Company Event applicable to such Trust
Preferred Securities.
“Investment Company Event” means, with respect to any Trust Preferred Securities, the receipt
by the applicable Real Estate Entity and its subsidiary Trust Preferred Securities Issuer of an opinion of
counsel experienced in such matters to the effect that, as a result of a change in law or regulation or
written change in interpretation or application of law or regulation by any legislative body, court,
governmental agency or regulatory authority, there is more than an insubstantial risk that such Trust
Preferred Securities Issuer is or, within 90 days of the date of such opinion will be, considered an
“investment company” that is required to be registered under the Investment Company Act, which change
becomes effective or would become effective, as the case may be, on or after the date of original issuance
of the related Corresponding Debentures.
“Trust Preferred Securities Tax Event” means, with respect to any Trust Preferred Securities, the
receipt by the applicable Real Estate Entity and its subsidiary Trust Preferred Securities Issuer of an
opinion of counsel experienced in such matters to the effect that, as a result of any amendment to or
change (including any announced prospective change) in the laws or any regulations thereunder of the
United States or any political subdivision or taxing authority thereof or therein, or as a result of any
official administrative pronouncement (including any private letter ruling, technical advice memorandum,
regulatory procedure, notice or announcement (an “Administrative Action”)) or judicial decision
interpreting or applying such laws or regulations, regardless of whether such Administrative Action or
judicial decision is issued to or in connection with a proceeding involving such Real Estate Entity or such
Trust Preferred Securities Issuer and whether or not subject to review or appeal, which amendment,
clarification, change, Administrative Action or decision is enacted, promulgated or announced, in each
case on or after the date of original issuance of the related Corresponding Debentures, there is more than
an insubstantial risk that: (a) such Trust Preferred Securities Issuer is, or will be within 90 days of the date
of such opinion, subject to United States federal income tax with respect to income received or accrued on
such Corresponding Debentures; (b) interest payable by such Real Estate Entity on such Corresponding
Debentures is not, or within 90 days of the date of such opinion, will not be, deductible by such Real
Estate Entity, in whole or in part, for United States federal income tax purposes; or (c) such Trust
Preferred Securities Issuer is, or will be within 90 days of the date of such opinion, subject to or otherwise
required to pay, or required to withhold from distributions to holders of such Trust Preferred Securities,
more than a de minimis amount of other taxes (including withholding taxes), duties, assessments or other
governmental charges.
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