Attentus CDO I Offering Circular - Irish Stock Exchange

The Collateral Manager shall promptly notify the Rating Agencies after any acquisition of a
Form- Approved Synthetic Security and deliver any documentation relating to such Form-Approved
Synthetic Security to S&P within seven Business Days of such acquisition.
“Reference Obligation” means an obligation upon which a Synthetic Security is based, provided
that such debt security or other obligation:
(i)
is not itself a Synthetic Security;
(ii) (a) satisfies (and, if owned by the Issuer, would satisfy) the Collateral Debt Security
Criteria (except for subclauses (vi), (vii), (viii), (xiv) or (xv) of the definition thereof) or (b) the Issuer has
received an opinion of tax counsel of nationally recognized standing in the United States experienced in
such matters (or, in the case of such debt security or other obligation issued by a non-U.S. obligor, other
tax counsel admitted in such jurisdiction of nationally recognized standing in such jurisdiction
experienced in such matters) to the effect that the purchase or entering into of a Synthetic Security based
upon such debt security or other obligation (x) will not cause the Issuer to be subject to any United States
federal (or such other applicable jurisdiction) withholding or income tax and (y) will not cause any
beneficial owner of Notes to be treated as having sold or exchanged its Notes in a taxable transaction for
the United States federal (or such other applicable jurisdiction) withholding or income tax with respect to
the Notes solely as a result of owning such Notes;
(iii)
(iv)
(v)
is not an Equity Interest;
is not denominated in a currency other than U.S. Dollars; and
is CMBS.
“Reference Obligor” means an obligor of the Reference Obligation in accordance with the terms
of the applicable Synthetic Security.
“Synthetic Security” means any derivative financial instrument purchased, or entered into, by the
Issuer with or from a Synthetic Security Counterparty which investment may contain (A) a maturity,
interest rate, currency and other non-credit characteristics and recovery rates that may be different from
that of one or more Reference Obligations (or the relevant obligation(s) of one or more Reference
Obligors) to which the credit risk of the Synthetic Security relates or (B) terms that require the Issuer to
make payments to a Synthetic Security Counterparty upon the occurrence of a floating amount event, a
credit event, an event of default or a termination event (each as defined in such Synthetic Security);
provided that:
(i) the Issuer shall at no time during any taxable year of the Issuer hold a Synthetic
Security that is treated as insurance or a financial guarantee for tax or regulatory purposes, where
the Issuer is the seller of insurance or a financial guarantor, as the case may be, unless, the Issuer
has obtained an opinion or advice of tax counsel of nationally recognized standing in the United
States experienced in such matters to the effect that the acquisition, disposition or ownership by
the issuer of such Synthetic Security will not cause the Issuer to be treated as engaged in a United
States trade or business or subject to United States income tax on a net basis;
(ii) each Synthetic Security shall provide that no Deliverable Obligation may be
delivered to the Issuer in settlement of the Synthetic Security if delivery thereof to the Issuer or
transfer thereof by the Issuer to a third party would require or cause the Issuer to assume, or to
subject the Issuer to, any obligation or liability (other than immaterial, nonpayment obligations);
130