Attentus CDO I Offering Circular - Irish Stock Exchange

Homebuilder, the parent entity, or seek other remedies to collect its pro rata share of payments owed or
rely on the relevant trustee to enforce the Trust Preferred Securities Issuer’s rights under the subject
Corresponding Debentures and, if applicable, any guarantee provided by such parent REIT, REOC or
Homebuilder.
In addition to the above, a default in the payment of principal of, or premium, if any, or interest
on, or a deferral of interest payments on any Corresponding Debentures will decrease the amount of cash
available to the Issuer to make payments on the Offered Notes and therefore may result in a default in the
amount due on the Senior Notes, a deferral of interest on the Class C Notes, Class D Notes and/or Class E
Notes or a smaller distribution, or no distribution, on the Subordinated Notes, with holders thereof
potentially incurring a loss on their investment.
Prospective purchasers of the Offered Notes should consider for themselves the likely level of
defaults, the likely level and timing of recoveries and the likely levels of interest rates on the Trust
Preferred Securities in the trust estate and the likely levels of interest rates during the terms of the Notes.
There Are Limitations Regarding the Enforcement of Certain Rights of Holders of Trust
Preferred Securities. If an event of default under the Corresponding Debentures occurs and is continuing,
such event would also be an event of default under the Trust Preferred Securities related to such
Corresponding Debentures. In that case, the holders of the Trust Preferred Securities may rely on the
enforcement by the relevant trustee of its rights as holder of the Corresponding Debentures against the
related Real Estate Entity. Generally, the holders of a majority in liquidation amount of the Trust
Preferred Securities will have the right to direct the Trust Preferred Securities Issuer to exercise its
remedies. If an event of default under the Trust Preferred Securities occurs that is attributable to a Real
Estate Entity’s failure to pay interest or principal on the Corresponding Debentures, any holder of the
Trust Preferred Securities may proceed directly against such Real Estate Entity (or, in the case where the
Real Estate Entity is a subsidiary of the related REIT, REOC or Homebuilder, the parent entity) to collect
its pro rata share of unpaid principal and interest. The holders of Trust Preferred Securities will not be
able to exercise directly any other remedies available to the holders of the Corresponding Debentures
unless the applicable trustee fails to do so.
A Real Estate Entity’s Ability to Defer Interest Payments Has Consequences for Holders of the
Offered Notes. Certain of the Real Estate Entities issuing Corresponding Debentures have deferral rights.
So long as no event of default under the Corresponding Debentures has occurred and is continuing,
certain Real Estate Entities have the right, at one or more times, to defer interest payments on the
Corresponding Debentures for generally up to four (4) (or, in certain cases, six (6) or more) consecutive
quarterly periods, but not beyond the maturity date or redemption date of the Corresponding Debentures.
There can be no assurance that such Real Estate Entities will not exercise their rights to defer interest
payments as provided pursuant to the terms of the Corresponding Debentures.
If the Real Estate Entity defers interest payments on the Corresponding Debentures, the Trust
Preferred Securities Issuer will also defer distributions on the related Trust Preferred Securities. While it
is not expected that a deferral of interest payments by any one Real Estate Entity would have a material
adverse effect on the ability of the Co-Issuers to pay current interest on the Notes, such a deferral by a
number of Real Estate Entities could have a material adverse effect on the ability of the Co-Issuers to pay
current interest on the Notes. Any such material adverse effect could result in a default with respect to
payments of current interest on the Class A-1 Notes, Class A-2 Notes or Class B Notes and would
decrease the aggregate amount of funds then available for distribution to the Holders of the Class C-1
Notes, Class C-2 Notes, Class D Notes, Class E Notes and Subordinated Notes. In addition,
notwithstanding the fact that a deferral of interest payments on certain Trust Preferred Securities will not,
in and of itself, be an event of default under the terms of such Trust Preferred Securities, for the purposes
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