Common use of Redemption of the Notes Clause in Contracts

Redemption of the Notes. (a) The Notes of each Series shall be subject to optional redemption as provided in clause (b) below unless otherwise specified in the applicable Series Supplement. (b) Unless otherwise specified in a Series Supplement for any Series of Notes, an optional redemption (it being understood that, for purposes of this Section 7.01, the allocation and distribution of Unscheduled Principal Proceeds shall not constitute an optional redemption) with respect to such Series of Notes or any Class thereof shall occur in the following manner: (i) Any such optional redemption of any Series or Class of Notes shall occur on a Payment Date after the Optional Repayment Date for such Series or Class of Notes; provided, that, if there is no Optional Repayment Date for any Series or Class of Notes, such Series or Class of Notes may be optionally redeemed on any Payment Date. (ii) The applicable Issuers shall provide written notice of any such optional redemption to the Indenture Trustee at least ten (10) days prior to its exercise, and such notice shall specify the amount of principal that will be redeemed (the “Principal Redemption Amount”) and, if available, the amount of any Make Whole Payment (or similar payment), if any, that will be due in respect of such optional redemption (such amount of principal and Make Whole Payment (or similar payment) with respect to any optional redemption, the “Specified Terms”). Following receipt of such notice, the Indenture Trustee, shall provide written notice to the Noteholders of the optional redemption of such Notes. Such notice to Noteholders shall to the extent practicable be mailed no later than five Business Days prior to such Payment Date and shall specify (a) the Specified Terms and (b) in the event that such Payment Date will constitute the Final Payment Date with respect to any Notes, that amounts will be payable on such Payment Date only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for such final payment. (c) In the event of any optional redemption with respect to any Notes of any Series, the applicable Issuer(s) will deposit (or cause to be deposited) amounts (other than Available Amounts) that, when combined with the Series Available Amount allocated to such Series on the Payment Date on which such optional redemption occurs, will result in sufficient funds being available in order to pay in full, pursuant to the terms of the applicable Series Supplement, (i) the Principal Redemption Amount with respect to such Notes, (ii) all accrued and unpaid interest on such Notes and (iii) the Make Whole Payment (or any similar payment) payable on such Notes in respect of such optional redemption. The Indenture Trustee shall treat any amounts so deposited as Series Available Amounts with respect to such Series of Notes, and such amounts shall not be available to make payments with respect to any other Series of Notes or pay any other obligations of any Issuer. In the event that any such optional redemption is to occur on any Payment Date, the applicable Issuer(s) shall deposit (or cause to be deposited) amounts (other than Available Amounts) that, when combined with the Available Amount on such Payment Date, will be sufficient in order to pay in full all Collateral Pool Expenses for such Payment Date in accordance with Section 2.11(b).

Redemption of the Notes. (a) The Subject to Section 7.01(b), on any Business Day after July 2015, the Issuers may, at their option, elect to purchase the Outstanding Notes, in whole or in part, to be allocated pro rata among all Series and Class of Notes on any Business Day (such date, the “Redemption Date”) in an amount equal to (i) the Applicable Paydown Percentage with respect to the then outstanding Aggregate Series Principal Balance, plus all accrued and unpaid interest (including any Post-ARD Additional Interest) thereon, (ii) all amounts outstanding to the Indenture Trustee, the Property Manager, the Special Servicer and the Back-Up Manager and (iii) the required Make Whole Amount, if any ((i), (ii) and (iii), the “Redemption Amount”), any such amounts deposited pursuant to clauses (i) and (iii) above to be allocated pro rata among all Series and Class of Notes by giving written notice to the Indenture Trustee, the Property Manager, the Special Servicer, the Back-Up Manager and the Rating Agencies no less than 15 days prior to the Redemption Date, which such notice will include the Applicable Paydown Percentage of the Notes to be purchased on such Redemption Date, and the parties to whom payments are owed, and the respective amounts thereof, under clause (ii) of the definition of Redemption Amount. In the event such option is exercised, the Issuers shall deposit in the Collection Account not later than the related Redemption Date an amount in immediately available funds equal to the Redemption Amount. Upon confirmation that such deposit has been made, the Indenture Trustee shall: (1) remit principal amounts set forth under clause (i) of the definition of Redemption Amount, pro rata, to the Noteholders of each Series based on the respective Outstanding Principal Balances of each such Series, and shall remit interest amounts set forth under clause (i) of the definition of Redemption Amount and amounts set forth under clause (iii) of the definition of Redemption Amount to the Noteholders of each Series in accordance with the respective accrued and unpaid amounts to which they are then entitled to payment; (2) pay all amounts set forth under clause (ii) of the definition of Redemption Amount to each applicable party as set forth in the notice of redemption provided by the Issuers pursuant to this Section 7.01(a); and (3) with respect to a purchase of all of the Outstanding Notes under this Section 7.01(a), release or cause to be released to the Issuers the Lease Files and the Loan Files for the Properties, the Leases and the Mortgage Loans specified in the applicable redemption notice and execute all assignments, endorsements and other instruments furnished to it by the Issuers without recourse, as shall be necessary to effectuate transfer of the Notes, the Mortgages, the Mortgage Loans and the Leases to the Issuers or their respective designees. (b) In addition to the right of redemption set forth in Section 7.01(a), the Notes of each Series shall be subject to mandatory or optional redemption as provided in clause (b) below unless otherwise specified in the applicable Series Supplement. (b) Unless otherwise specified in a Series Supplement for any Series of Notes, an optional redemption (it being understood that, for purposes of this Section 7.01, the allocation and distribution of Unscheduled Principal Proceeds shall not constitute an optional redemption) with respect to such Series of Notes or any Class thereof shall occur in the following manner: (i) Any such optional redemption of any Series or Class of Notes shall occur on a Payment Date after the Optional Repayment Date for such Series or Class of Notes; provided, that, if there is no Optional Repayment Date for any Series or Class of Notes, such Series or Class of Notes may be optionally redeemed on any Payment Date. (ii) The applicable Issuers shall provide written notice of any such optional redemption to the Indenture Trustee at least ten (10) days prior to its exercise, and such notice shall specify the amount of principal that will be redeemed (the “Principal Redemption Amount”) and, if available, the amount of any Make Whole Payment (or similar payment), if any, that will be due in respect of such optional redemption (such amount of principal and Make Whole Payment (or similar payment) with respect to any optional redemption, the “Specified Terms”). Following receipt of such notice, the Indenture Trustee, shall provide written notice to the Noteholders of the optional redemption of such Notes. Such notice to Noteholders shall to the extent practicable be mailed no later than five Business Days prior to such Payment Date and shall specify (a) the Specified Terms and (b) in the event that such Payment Date will constitute the Final Payment Date with respect to any Notes, that amounts will be payable on such Payment Date only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for such final payment. (c) In the event of any optional redemption with respect to any Notes of any Series, the applicable Issuer(s) will deposit (or cause to be deposited) amounts (other than Available Amounts) that, when combined with the Series Available Amount allocated to such Series on the Payment Date on which such optional redemption occurs, will result in sufficient funds being available in order to pay in full, pursuant to the terms of the applicable Series Supplement, (i) the Principal Redemption Amount with respect to such Notes, (ii) all accrued and unpaid interest on such Notes and (iii) the Make Whole Payment (or any similar payment) payable on such Notes in respect of such optional redemption. The Indenture Trustee shall treat any amounts so deposited as Series Available Amounts with respect to such Series of Notes, and such amounts shall not be available to make payments with respect to any other Series of Notes or pay any other obligations of any Issuer. In the event that any such optional redemption is to occur on any Payment Date, the applicable Issuer(s) shall deposit (or cause to be deposited) amounts (other than Available Amounts) that, when combined with the Available Amount on such Payment Date, will be sufficient in order to pay in full all Collateral Pool Expenses for such Payment Date in accordance with Section 2.11(b).

Redemption of the Notes. (a) The Subject to Section 7.01(b), on any Business Day, the Issuers may, at their option, elect to purchase the Outstanding Notes, in whole or in part, to be allocated pro rata among all Series and Class of Notes on any Business Day (such date, the “Redemption Date”) in an amount equal to (i) the Applicable Paydown Percentage with respect to the then outstanding Aggregate Series Principal Balance, plus all accrued and unpaid interest (including any Interest Carry-Forward Amounts, Post-ARD Additional Interest and Deferred Post-ARD Additional Interest) thereon, (ii) all amounts outstanding to the Indenture Trustee, the Property Manager, the Special Servicer and the Back-Up Manager, and (iii) the required Make Whole Amount, if any ((i), (ii) and (iii), the “Redemption Amount”), any such amounts deposited pursuant to clauses (i) and (iii) above to be allocated pro rata among all Series and Class of Notes by giving written notice to the Indenture Trustee, the Property Manager, the Special Servicer, the Back-Up Manager and the Rating Agencies no less than fifteen (15) days prior to the Redemption Date, which such notice will include the Applicable Paydown Percentage of the Notes to be purchased on such Redemption Date, and the parties to whom payments are owed, and the respective amounts thereof, under clause (ii) of the definition of Redemption Amount. In the event such option is exercised, the Issuers shall deposit in the Collection Account not later than the related Redemption Date an amount in immediately available funds equal to the Redemption Amount. Upon confirmation that such deposit has been made, the Indenture Trustee shall: (1) remit principal amounts set forth under clause (i) of the definition of Redemption Amount, pro rata, to the Noteholders of each Series based on the respective Outstanding Principal Balances of each such Series, and shall remit interest amounts set forth under clause (i) of the definition of Redemption Amount and amounts set forth under clause (iii) of the definition of Redemption Amount to the Noteholders of each Series in accordance with the respective accrued and unpaid amounts to which they are then entitled to payment; (2) pay all amounts set forth under clause (ii) of the definition of Redemption Amount to each applicable party as set forth in the notice of redemption provided by the Issuers pursuant to this Section 7.01(a); and (3) with respect to a purchase of all of the Outstanding Notes under this Section 7.01(a), release or cause to be released to the Issuers the Lease Files and the Loan Files for the Properties, the Leases and the Mortgage Loans specified in the applicable redemption notice and execute all assignments, endorsements and other instruments furnished to it by the Issuers without recourse, as shall be necessary to effectuate transfer of the Notes, the Mortgages, the Mortgage Loans and the Leases to the Issuers or their respective designees. (b) In addition to the right of redemption set forth in Section 7.01(a), the Notes of each Series shall be subject to mandatory or optional redemption or other Voluntary Prepayment as provided in clause (b) below unless otherwise specified in the applicable Series Supplement. (b) Unless otherwise specified in a Series Supplement for any Series of Notes, an optional redemption (it being understood that, for purposes of this Section 7.01, the allocation and distribution of Unscheduled Principal Proceeds shall not constitute an optional redemption) with respect to such Series of Notes or any Class thereof shall occur in the following manner: (i) Any such optional redemption of any Series or Class of Notes shall occur on a Payment Date after the Optional Repayment Date for such Series or Class of Notes; provided, that, if there is no Optional Repayment Date for any Series or Class of Notes, such Series or Class of Notes may be optionally redeemed on any Payment Date. (ii) The applicable Issuers shall provide written notice of any such optional redemption to the Indenture Trustee at least ten (10) days prior to its exercise, and such notice shall specify the amount of principal that will be redeemed (the “Principal Redemption Amount”) and, if available, the amount of any Make Whole Payment (or similar payment), if any, that will be due in respect of such optional redemption (such amount of principal and Make Whole Payment (or similar payment) with respect to any optional redemption, the “Specified Terms”). Following receipt of such notice, the Indenture Trustee, shall provide written notice to the Noteholders of the optional redemption of such Notes. Such notice to Noteholders shall to the extent practicable be mailed no later than five Business Days prior to such Payment Date and shall specify (a) the Specified Terms and (b) in the event that such Payment Date will constitute the Final Payment Date with respect to any Notes, that amounts will be payable on such Payment Date only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for such final payment. (c) In the event of any optional redemption with respect to any Notes of any Series, the applicable Issuer(s) will deposit (or cause to be deposited) amounts (other than Available Amounts) that, when combined with the Series Available Amount allocated to such Series on the Payment Date on which such optional redemption occurs, will result in sufficient funds being available in order to pay in full, pursuant to the terms of the applicable Series Supplement, (i) the Principal Redemption Amount with respect to such Notes, (ii) all accrued and unpaid interest on such Notes and (iii) the Make Whole Payment (or any similar payment) payable on such Notes in respect of such optional redemption. The Indenture Trustee shall treat any amounts so deposited as Series Available Amounts with respect to such Series of Notes, and such amounts shall not be available to make payments with respect to any other Series of Notes or pay any other obligations of any Issuer. In the event that any such optional redemption is to occur on any Payment Date, the applicable Issuer(s) shall deposit (or cause to be deposited) amounts (other than Available Amounts) that, when combined with the Available Amount on such Payment Date, will be sufficient in order to pay in full all Collateral Pool Expenses for such Payment Date in accordance with Section 2.11(b).

Redemption of the Notes. (a) The Notes of each Series shall be subject to mandatory or optional redemption as provided in clause (b) below unless otherwise specified in the applicable Series Supplement. (b) Unless otherwise specified in a Series Supplement for any Series of Notes, an optional redemption (it being understood that, for purposes of this Section 7.01, the allocation and distribution of Unscheduled Principal Proceeds The Notes shall not constitute be redeemed in an optional redemption) with respect , unless the Issuer sends written notice to the Indenture Trustee and each Insurer stating that it will redeem the Notes, in whole or in part as set forth in such Series of Notes or any Class thereof shall occur in the following manner: (i) Any such optional redemption of any Series or Class of Notes shall occur notice on a Payment Date after that is not less than 32 days from the Optional Repayment Date for date of such Series or Class notice. The Issuer may rescind such notice of Notes; providedan optional redemption, that, if there is no Optional Repayment Date for any Series or Class of Notes, such Series or Class of Notes may be optionally redeemed on any Payment Date. (ii) The applicable Issuers shall provide by written notice of any such optional redemption to the Indenture Trustee at least ten (10) and each Insurer not less than 7 days prior to its exercise, and such notice shall specify before the amount of principal that will be redeemed (the “Principal Redemption Amount”) and, if available, the amount of any Make Whole Payment (or similar payment), if any, that will be due in respect applicable date of such optional redemption redemption. (such amount of principal and Make Whole Payment (or similar paymentc) The Indenture Trustee shall apply the proceeds received in connection with respect to any optional redemption, pro rata, based on the “Specified Terms”)principal balance of the Notes to be redeemed, to the Holders of the related Class or Classes of Notes. Following receipt The Issuer or Co-Issuer, as applicable, shall determine the applicable date of such notice, redemption and the redemption record date and give notice thereof to the Indenture Trustee, shall provide written notice Trustee pursuant to the Noteholders of the optional redemption of such Notes. Such notice to Noteholders shall to the extent practicable be mailed no later than five Business Days prior to such Payment Date and shall specify (a) the Specified Terms and (b) in the event that such Payment Date will constitute the Final Payment Date with respect to any Notes, that amounts will be payable on such Payment Date only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for such final paymentSection 7.01(d). (cd) In the event of any optional redemption, the Issuer or the Co-Issuer, as applicable, shall, at least 30 days prior to the applicable date of redemption with respect (unless the Indenture Trustee shall agree to any Notes of any Seriesa shorter notice period), notify the applicable Hedge Counterparty, the applicable Issuer(sInsurer and the Indenture Trustee of such applicable date of redemption, the redemption record date and the redemption price of the Notes of each Class. In addition, the Issuer or the Co-Issuer, as applicable, shall promptly notify the Rating Agencies after any redemption. (e) will deposit (or cause to Notice of a redemption shall be deposited) amounts (other given by first-class mail, postage prepaid, mailed not later than Available Amounts) that, when combined with the Series Available Amount allocated to such Series on the Payment Date on which such optional redemption occurs, will result in sufficient funds being available in order to pay in full, pursuant 30 days prior to the terms applicable date of redemption, to each applicable Noteholder at such Noteholder’s address in the applicable Series Supplement, Note Register. All such notices shall state: (i) the Principal Redemption Amount with respect to such Notes, applicable date of redemption; (ii) the redemption price for each Class; (iii) if applicable, that final repayment of all accrued the Notes of each such Class is being made and unpaid that interest on such Notes and shall cease to accrue on the date specified in the notice; and (iiiiv) if applicable, the Make Whole Payment (place or places where any similar payment) payable on such Notes in respect to be redeemed are to be surrendered for payment of such optional redemption. The the redemption price, which shall be the office or agency of the Indenture Trustee shall treat any amounts so deposited as Series Available Amounts with respect to such Series of Notes, and such amounts shall not be available to make payments with respect to any other Series of Notes or pay any other obligations of any IssuerTrustee. In the event that any such optional redemption is withdrawn, the Indenture Trustee shall give notice of such withdrawal by overnight courier guaranteeing next day delivery, sent not later than the third Business Day prior to occur on any Payment Datethe scheduled date of redemption, to each Noteholder to be repaid or redeemed at such Noteholder’s address in the Note Register, the applicable Issuer(sHedge Counterparty and each Insurer. Notice of redemption shall be given by the Issuer or the Co-Issuer, as applicable, or, at the Issuer’s or such Co-Issuer’s request, by the Indenture Trustee in the name and at the expense of the Issuer or such Co-Issuer. Failure to give such notice, or any defect therein, to the Holder of any Note selected for redemption shall not impair or affect the validity of the redemption of any other Notes. (f) Notice of redemption having been given as required pursuant to this Section 7.01, unless such notice has been withdrawn, the Notes subject to redemption shall, on the date of redemption, become due and payable at the redemption price therein specified, and from and after the date of redemption (unless the Issuer or the Co-Issuer, as applicable, shall deposit (or cause default in the payment of the redemption price) such Notes shall cease to bear interest. Upon final payment on a Note to be deposited) amounts (other than Available Amounts) thatrepaid or redeemed in full, when combined with the Available Amount Noteholder shall present and surrender such Note at the place specified in the notice of repayment or redemption on or prior to such Payment Datedate of redemption; provided, will however, that if there is delivered to the Issuer or the Co-Issuer, as applicable, such security or indemnity as may be sufficient required by them to save each of them harmless and an undertaking thereafter to surrender such Note, then, in order the absence of notice to pay in full all Collateral Pool Expenses the Issuer or the Co-Issuer, as applicable, such final payment shall be made without presentation or surrender. If any Note to be called for such Payment Date in accordance with Section 2.11(b)redemption shall not be paid upon surrender thereof for redemption, the principal thereof shall, until paid, bear interest from the date of redemption at the applicable Interest Rate for each successive Accrual Period the Note remains outstanding.