Attentus CDO I Offering Circular - Irish Stock Exchange

Changes in Tax Law; Withholding on the Collateral Debt Securities. The Issuer expects in
general that, for U.S. federal income tax purposes (i) the Corresponding Debentures, Real Estate Entity
Securities, CMBS and Senior Loans and will be treated as indebtedness, and (ii) each Trust Preferred
Securities Issuer will be treated as a grantor trust and, accordingly, the Issuer generally will be considered
the owner of a pro rata undivided interest in the Corresponding Debentures. Accordingly, the Issuer does
not expect that payments on the Collateral Debt Securities securing the Senior Notes will, as of the time
of the Issuer’s acquisition of the Collateral Debt Securities, be subject to the imposition of U.S.
withholding tax. If, contrary to the above, the Corresponding Debentures or any Real Estate Entity
Securities, CMBS, Senior Secured Loans or Senior Unsecured Loans do not constitute indebtedness for
U.S. federal income tax purposes, the Issuer expects that payments of interest (and possibly other
payments) on such Corresponding Debentures or Collateral Debt Securities, as the case may be, would be
subject to a 30% U.S. withholding tax and could subject the Issuer and/or the U.S. Holders of
Subordinated Notes to other adverse U.S. tax consequences. In addition, the Eligibility Criteria for
Collateral Debt Securities preclude the Issuer’s purchase of a Collateral Debt Security that is subject to
foreign withholding tax. However, there can be no assurance that payments on the Collateral Debt
Securities will not in the future become subject to U.S. or other withholding tax as a result of a change in
any applicable law, treaty, rule or regulation or interpretation thereof. In the event of imposition of such
withholding tax or other adverse tax consequences, it is not anticipated that the obligors of the Collateral
Debt Securities will be obligated to make any gross-up or other indemnification payments to compensate
for such taxes. The application of any withholding tax to payments on the Collateral Debt Securities or
other adverse tax consequences therefore would reduce the amounts available to make payments on the
Notes. In such event, there can be no assurance that the remaining payments on the Collateral Debt
Securities would be sufficient to make timely payments of interest on and payment of principal at the
applicable Stated Maturity of the Senior Notes or to make distributions on and payment of principal at the
Stated Maturity of the Subordinated Notes. The imposition of withholding taxes on payments on the
Collateral Debt Securities or other adverse tax consequences could result in the occurrence of a Tax
Event. If the Tax Materiality Condition is satisfied with respect to any Tax Event, the Notes may be
redeemed in whole but not in part, at the applicable redemption price set forth herein, at the direction of
Majority of Subordinated Notes or Holders of the Affected Class of Senior Notes, as described under
“Description of the Offered Notes—Optional Redemption and Tax Redemption.”
Withholding on the Offered Notes. The Issuer expects that payments of principal and interest by
the Issuer in respect of the Offered Notes will not be subject to any withholding tax in the Cayman
Islands, the United States or any other jurisdiction. See “Certain Income Tax Considerations” and the
IRS Circular 230 Notice contained therein. In the event that withholding or deduction of any taxes from
payments of principal or interest in respect of the Offered Notes is required by law in any jurisdiction,
neither of the Co-Issuers shall be under any obligation to make any additional payments to the
Noteholders in respect of such withholding or deduction.
ERISA Considerations. Each purchaser and transferee of a Senior Note (other than a Class E
Note or a Senior Note in the form of a Senior Note Component of any Combination Note) that is, or is
acting on behalf of, an employee benefit plan subject to ERISA or a plan subject to Section 4975 of the
Code (or is deemed to hold plan assets of the foregoing) will be deemed to have represented and
warranted (or required to represent and warrant) that its investment in such Notes will not result in a nonexempt
prohibited transaction under ERISA or Section 4975 of the Code (or, in the case of a
governmental plan, any substantially similar applicable law). No purchase of a Restricted Subordinated
Note or a Class E Note by a purchaser that has represented that it is a Benefit Plan Investor or a
Controlling Person will be effective, and the Issuer, the Trustee, the Transfer Agent and the Note
Registrar will not recognize such purchase, if such purchase would result in (i) Benefit Plan Investors
owning 25% or more of any such Class of Notes (including the Subordinated Note Component of any
Combination Note and the Regulation S Subordinated Notes and Class E Notes acquired on the Closing
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