Attentus CDO I Offering Circular - Irish Stock Exchange

of performing the Coverage Tests, a Trust Preferred Security that is deferring interest as of the relevant
date of determination will be treated as if it were a Defaulted Security. Therefore, the deferral of interest
payments on Trust Preferred Securities could result in a failure to satisfy the requirements of either or
both of the Coverage Tests which, in turn, would result in the early amortization of all or a portion of the
most senior Class of Notes then outstanding until the relevant Coverage Tests are satisfied. The early
amortization of the most senior Class of Notes then outstanding would have the effect of diverting to such
Class cash flow which would otherwise have been available for distribution to the Holders of the Class or
Classes of Notes which are junior in priority of payment to the most senior Class of Notes, thereby
delaying or reducing the payment of amounts with respect to such junior Class or Classes.
In addition, the deferral of interest payments on the Trust Preferred Securities will reduce the
Issuer’s cash available to make distributions to the Holders of the Subordinated Notes but such reduction
will not result in a corresponding reduction in the taxable income of the Holders of the Subordinated
Notes that are subject to U.S. federal income tax and that are treated as owning shares in a controlled
foreign corporation or foreign personal holding company or that are treated as owning shares in a passive
foreign investment company and have made an election to treat their interest in such Subordinated Notes
as shares in a qualified electing fund. As a result, the share of the Issuer’s income attributable to any
Holder of the Subordinated Notes may, on account of the deferral of interest payments on the
Corresponding Debentures (and certain other factors), be greater than the distributions received by such
Holder. The deferral of interest payments on the Trust Preferred Securities could also result in the
deferral of payments of interest on the Class C-1 Notes, Class C-2 Notes, Class D Notes and Class E
Notes. See “Certain Income Tax Considerations” and the IRS Circular 230 Notice contained therein.
Trust Preferred Securities and Corresponding Debentures May Be Redeemed at the Option of the
Real Estate Entity. Generally, at the option of each Real Estate Entity, such Real Estate Entity’s
Corresponding Debentures may be redeemed, in whole or in part, prior to their stated maturities. The
Noteholders should assume that each Real Estate Entity will exercise its redemption option if it is able to
refinance its obligations at a lower interest rate or it is otherwise beneficial to such Real Estate Entity to
redeem the Corresponding Debentures. If the Corresponding Debentures are redeemed, the Trust
Preferred Securities Issuer must redeem Trust Preferred Securities having an aggregate liquidation
amount equal to the aggregate principal amount of Corresponding Debentures so redeemed.
Trust Preferred Securities—Limited Voting Rights. A holder of Trust Preferred Securities
(including the Issuer) will have limited voting rights relating primarily in connection with directing the
activities of the Trust Preferred Securities Issuer as the holder of the Corresponding Debentures and will
not be entitled to vote to appoint, remove or replace, or to increase or decrease the number of, trustees,
which voting rights are vested in the holder of the common securities of the Trust Preferred Securities
Issuer, except upon the occurrence of an event of default in connection with the Corresponding
Debentures. Furthermore, because the Issuer may own less than 100% of the Principal Balance of the
Trust Preferred Securities issued by a Trust Preferred Securities Issuer, 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.
Trust Preferred Securities—Credit Risk and General Liquidity Considerations. Trust Preferred
Securities are subject to credit, interest rate and liquidity risk. The Trust Preferred Securities may only be
sold to, or purchased by, investors that are Qualified Institutional Buyers and Qualified Purchasers thus
limiting the number of investors that may purchase such securities. Adverse changes in the financial
condition or results of operations of a Real Estate Entity or in general economic conditions or both may
impair its ability to make payments of principal and interest on Corresponding Debentures. Debt
obligations are also subject to liquidity risk and the risk of market price fluctuations. Adverse changes in
the financial condition, results of operations or prospects of a Real Estate Entity may affect the liquidity
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