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Attentus CDO I Offering Circular - Irish Stock Exchange

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then the Issuer will instead acquire Collateral Debt Securities from<br />

the next highest ranking issuer on such schedule from whom such<br />

Collateral Debt Securities are available on such terms and in<br />

accordance with such restrictions.<br />

The Collateral Debt Securities purchased by the Issuer will have the<br />

characteristics and satisfy the criteria set forth herein under “Security<br />

for the Senior Notes—Collateral Debt Securities” and “—Criteria<br />

for Purchase of Collateral—Eligibility Criteria.” Although the<br />

Issuer expects that the Collateral Debt Securities purchased by it<br />

will, on the day on which it has purchased Collateral Debt Securities<br />

having an aggregate principal balance at least equal to the Aggregate<br />

Ramp-Up Par Amount, satisfy the Coverage Tests and the Collateral<br />

Quality Tests described herein, there is no assurance that such tests<br />

will be satisfied on such date. Failure to satisfy the Coverage Tests<br />

on or following the Ramp-Up Completion Date may result in the<br />

prepayment or redemption of a portion of the Notes (according to the<br />

priority specified in the Priority of Payments). See “Description of<br />

the Offered Notes—Mandatory Redemption.”<br />

The Issuer may also acquire Collateral Debt Securities after the<br />

Ramp-Up Completion Date, subject to certain limitations. See<br />

“Security for the Senior Notes—Collateral Debt Securities—<br />

Changes in Composition of the Collateral Debt Securities” and “—<br />

Criteria for Purchases of Collateral—Additional Eligibility Criteria<br />

for Additional Collateral Debt Securities.”<br />

Collateral Debt<br />

Securities:<br />

“Collateral Debt Securities” consist of U.S. dollar denominated (a)<br />

trust preferred securities (the “Trust Preferred Securities”) issued by<br />

trust subsidiaries (each, a “Trust Preferred Securities Issuer”) of<br />

entities qualifying and electing to be treated as a “real estate<br />

investment trust” for U.S. federal income tax purposes or any<br />

subsidiary thereof (each a “REIT”), real estate operating companies<br />

(including trusts and other entities) that are not treated as REITs or<br />

any subsidiary thereof (each a “REOC”) or homebuilders or any<br />

subsidiary thereof (each a “Homebuilder” and collectively with the<br />

REITs and REOCs, the “Real Estate Entities”), (b) senior securities<br />

(the “Senior Securities”) issued by Real Estate Entities (each a<br />

“Senior Securities Issuer”), (c) subordinated securities and<br />

subordinated securities which are senior to other subordinated<br />

securities issued by the same issuer (“Senior Subordinated<br />

Securities” and, together with subordinated securities, the<br />

“Subordinated Securities” and together with the Senior Securities,<br />

the “Real Estate Entity Securities”) issued by Real Estate Entities<br />

(each, a “Subordinated Securities Issuer” and together with the<br />

Senior Securities Issuers, the “Security Issuers”), (d) commercial<br />

mortgage-backed securities (“CMBS”) issued by CMBS issuers<br />

(each, a “CMBS Issuer”), (e) senior secured leveraged loans secured<br />

directly or indirectly by interests in real estate and/or other assets<br />

(“Senior Secured Loans”) and senior unsecured loans to Real Estate<br />

13

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