Attentus CDO I Offering Circular - Irish Stock Exchange

Because the Issuer may own less than 100% of the Principal Balance of the Trust Preferred
Securities issued by the subsidiary Trust Preferred Securities Issuer of a Real Estate Entity, the Issuer may
not be able to control any matters in respect of such Trust Preferred Securities as to which holders thereof
are entitled to vote, give their consent or take action.
Terms of the Parent Guarantees
In each case where the Real Estate Entity is a subsidiary of the related REIT, REOC or
Homebuilder, the Parent Real Estate Entity will execute a Parent Guarantee. Each Parent Guarantee will
be a guaranty by the related Parent Real Estate Entity of the due and punctual payment of the principal of
and premium, if any, and interest to holders of the Corresponding Debentures issued by the subsidiary
Real Estate Entity (without duplication of amounts previously paid by such Real Estate Entity). A Parent
Real Estate Entity’s obligation to make a payment under its Parent Guarantee may be satisfied by direct
payment of the required amounts by such Parent Real Estate Entity to the holders of the related Trust
Preferred Securities or by causing an affiliate to pay such amounts to such holders. Because each Parent
Guarantee is a guarantee of payment and not of collection, holders of Trust Preferred Securities may
proceed directly against the related Parent Real Estate Entity, rather than having to proceed against the
related Trust Preferred Securities Issuer before attempting to collect from such Parent Real Estate Entity
under the terms of the related Parent Guarantee.
Effect of Obligations Under the Trust Preferred Securities and the Corresponding Debentures
As long as interest and other payments are made when due on the Corresponding Debentures of a
Real Estate Entity, such payments will be sufficient to cover distributions and other payments due on the
related Trust Preferred Securities because of the following factors: (i) the aggregate principal amount of
such Corresponding Debentures will be equal to the aggregate Principal Balance of the related Trust
Preferred Securities; (ii) the interest rate (or manner of calculating such rate) and the payment dates on
such Corresponding Debentures will correspond to the distribution rate (or manner of calculating such
rate) and payment dates for the related Trust Preferred Securities; and (iii) such Real Estate Entity will be
obligated to pay all, and its subsidiary Trust Preferred Securities Issuer will not be obligated to pay
directly or indirectly any, costs, expenses, debts, and other obligations of such Trust Preferred Securities
Issuer (other than payments due on its Trust Preferred Issuer Securities).
If a Real Estate Entity fails to make interest or other payments on the related Corresponding
Debentures when due (after giving effect to any grace period or Extension Period) or another event of
default under the related Real Estate Entity Indenture has occurred and is continuing, the related Trust
Agreement provides a mechanism whereby the holder of the Trust Preferred Securities (which will be the
Trustee) may direct the Property Trustee, to the fullest extent permitted by law, to enforce its rights under
the related Corresponding Debentures. If the Property Trustee fails to enforce its rights under the related
Corresponding Debentures after a majority in Principal Balance of the related Trust Preferred Securities
have so directed, the Trustee, as holder of the Trust Preferred Securities, or any other holder of the Trust
Preferred Securities, may to the fullest extent permitted by law institute a legal proceeding against such
Real Estate Entity to enforce the Property Trustee’s rights under such Corresponding Debentures without
first instituting any legal proceedings against the Property Trustee or any other person or entity.
Notwithstanding the foregoing, if a Trust Agreement Event of Default has occurred and is continuing and
such event is attributable to the failure of a Real Estate Entity to pay principal of or premium, if any, or
interest on the related Corresponding Debentures on the respective dates such principal, premium or
interest is payable (or, in the case of redemption, on the Trust Preferred Securities Optional Redemption
Date or Trust Preferred Securities Special Redemption Date), then a holder of the related Trust Preferred
Securities may institute a direct cause of action against such Real Estate Entity for payment on or after the
respective due dates specified in such Corresponding Debentures (or, in the case of redemption, on the
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