Common use of Special Amortization Clause in Contracts

Special Amortization. The Notes may be amortized in part by the Issuer (at the election and direction of the Collateral Manager) if, at any time during the Reinvestment Period, the Collateral Manager has been unable, for a period of at least 30 consecutive days, to identify Substitute Collateral Debt Securities that it determines would be appropriate and would meet the Eligibility Criteria in sufficient amounts to permit the reinvestment of all or a portion of the Principal Proceeds then on deposit in the Principal Collection Account in Substitute Collateral Debt Securities. The Collateral Manager shall notify the Trustee, the Issuer, the Co-Issuer and each Hedge Counterparty of such election (a “Special Amortization”) and the amount of Principal Proceeds to be amortized (such amount, the “Special Amortization Amount”), which notice shall be given prior to the Determination Date related to the next Payment Date. On the first Payment Date following the date on which such notice is given, the Special Amortization Amount will be applied to amortize the Notes in accordance with the Priority of Payments (i) on a pro rata basis among all Classes of Notes if each of the S&P Special Amortization Pro Rata Condition and the Moody’s Special Amortization Pro Rata Condition is satisfied with respect to the related Payment Date; provided that in no event will the cumulative principal amount of Notes that is amortized pursuant to this clause (i) exceed $500,000,000; or (ii) sequentially among all Classes of Notes, if either the S&P Special Amortization Pro Rata Condition or the Moody’s Special Amortization Pro Rata Condition is not satisfied with respect to the related Payment Date; provided, however, that any portion of the Special Amortization Amount that represents recoveries in respect of Defaulted Securities will be distributed sequentially in any event.

Special Amortization. The Notes may be amortized in part by the Issuer (at the election and direction of the Collateral Manager) if, at any time during the Reinvestment Replenishment Period, the Collateral Manager has been unable, for a period of at least 30 thirty (30) consecutive days, to identify Substitute Collateral Debt Securities that it determines would be appropriate and would meet the Eligibility Criteria in sufficient amounts to permit the reinvestment of all or a portion of the Principal Replenishment Proceeds then on deposit in the Principal Collection Account in Substitute Collateral Debt Securities. The Collateral Manager shall notify the Trustee, the Issuer, the Co-Issuer Issuer, the Class A-2 Note Insurer and each Hedge Counterparty of such election (a “Special Amortization”) and the amount of Principal Proceeds to be amortized (such amount, the “Special Amortization Amount”), which notice shall be given prior to the Determination Date related to the next Payment Date. On the first Payment Date following the date on which such notice is givengiven (provided such notice is given by the related Determination Date), the Special Amortization Amount will be applied to amortize the Notes in accordance with the Priority of Payments (i) on a pro rata basis (based on the Aggregate Outstanding Amount of each Class) among all Classes of Notes (without regard to any Capitalized Interest) if each of the S&P Special Amortization Pro Rata Condition and the Moody’s Xxxxx’x Special Amortization Pro Rata Condition is satisfied with respect to the related Payment Date and the Par Value Coverage Tests are satisfied as of such Payment Date (after giving effect to Mandatory Redemption Payments actually made, if any, on such Payment Date; provided that in no event will the cumulative principal amount of Notes that is amortized pursuant to this clause (i) exceed $500,000,000; or (ii) sequentially among all Classes of Notes, if either the S&P Special Amortization Pro Rata Condition or the Moody’s Xxxxx’x Special Amortization Pro Rata Condition is not satisfied with respect to the related Payment Date or the Par Value Coverage Tests are not satisfied as of such Payment Date (after giving effect to Mandatory Redemption Payments actually made, if any, on such Payment Date); provided, however, that any portion of the Special Amortization Amount that represents all amounts representing recoveries in respect of Defaulted Securities will be distributed sequentially in any event, in accordance with Section 11.1(a)(ii)(15); and provided, further, that, for the avoidance of doubt, the Closing Date CMBS Proceeds will not be subject to any Special Amortization.

Special Amortization. The Notes may be amortized in part by the Issuer (at the election and direction of the Collateral Manager) if, at any time and from time to time during the Reinvestment Period, (A) the Collateral Manager has been unabledetermines that, for a period in light of at least 30 consecutive daysthe composition of Collateral Interests, to identify Substitute general market conditions and other factors, investments in additional Collateral Debt Securities that it determines Interests within the foreseeable future would be appropriate and would meet either impractical, or not beneficial to the Eligibility Criteria in sufficient amounts to permit Issuer or the reinvestment of all or a portion Holders of the Principal Proceeds then on deposit in Income Notes and (B) the Principal Collection Account in Substitute Collateral Debt Securities. The Collateral Manager shall notify notifies the Trustee, the Issuer, the Co-Issuer Issuer, the Upfront Swap Counterparty, the Class AR Note Agent, the Controlling Class, each Hedge Counterparty and each Hedge Synthetic Asset Counterparty of such election (a “Special Amortization”) and the amount of Principal Proceeds to be amortized (such amount, the “Special Amortization Amount”), ) (which notice shall be given prior to not later than the Determination Date related immediately preceding the Payment Date on which application of the Special Amortization Amount pursuant to the next Payment Datethis Section 9.7 will occur). On the first Payment Date following the date on which such notice is given, the Special Amortization Amount will be applied to amortize the Notes in accordance with the Priority of Payments (i) on a pro rata basis among all Classes of Notes (without regard to any Capitalized Interest and assuming for the purposes of the pro rata allocation to the Notes that the Class AR Notes are fully drawn, but allocating amounts among the Class A-1 Notes, the Class A-1R Notes, the Class A-2 Notes and the Class A-2R Notes as described in the Priority of Payments) if each of the S&P Special Amortization Pro Rata Condition and the Moody’s Xxxxx’x Special Amortization Pro Rata Condition is satisfied with respect to the related Payment Date and each of the Coverage Tests is satisfied as of such Payment Date (after giving effect to Mandatory Redemption payments actually made, if any, on such Payment Date; provided that in no event will the cumulative principal amount of Notes that is amortized pursuant to this clause (i) exceed $500,000,000); or (ii) sequentially among all Classes of Notes, if either the S&P Special Amortization Pro Rata Condition or the Moody’s Xxxxx’x Special Amortization Pro Rata Condition is not satisfied with respect to the related Payment Date or any Coverage Test was not satisfied as of such Payment Date (after giving effect to Mandatory Redemption payments actually made, if any, on such Payment Date; provided). Notwithstanding anything herein to the contrary, howeverthe Collateral Manager is not obligated to reinvest any amounts or give such notice within any particular time period. In connection with any Special Amortization, that any portion of the Special Amortization Amount that represents recoveries in respect of Defaulted Securities Class AR Commitments will be distributed sequentially in any eventreduced simultaneously as described herein.

Special Amortization. The Notes may be amortized in part by the Issuer (at the election and direction of the Collateral Manager) if, at any time during the Reinvestment Period, the Collateral Manager has been unable, for a period of at least 30 thirty (30) consecutive days, to identify Substitute Collateral Debt Securities that it determines would be appropriate and would meet the Eligibility 185 Criteria in sufficient amounts to permit the reinvestment of all or a portion of the Principal Proceeds then on deposit in the Principal Collection Account and the amounts on deposit in the Unused Proceeds Account in Substitute Collateral Debt Securities. The Collateral Manager shall notify the Trustee, the Issuer, the Co-Issuer and each Hedge Counterparty of such election (a “Special Amortization”) and the amount of Principal Proceeds to be amortized (such amount, the “Special Amortization Amount”), which notice shall be given prior to the Determination Date related to the next Payment Date. On the first Payment Date following the date on which such notice is given, the Special Amortization Amount will be applied to amortize the Notes in accordance with the Priority of Payments (i) on a pro rata basis (based on the Aggregate Outstanding Amount of each Class) among all Classes of Notes (without regard to any Capitalized Interest) if each of the S&P Special Amortization Pro Rata Condition and the Moody’s Special Amortization Pro Rata Condition is satisfied with respect to the related Payment Date and each of the Coverage Tests is satisfied as of such Payment Date (after giving effect to Mandatory Redemption Payments actually made, if any, on such Payment Date; provided that in no event will the cumulative principal amount of Notes that is amortized pursuant to this clause (i) exceed $500,000,000); or (ii) sequentially among all Classes of Notes, if either the S&P Special Amortization Pro Rata Condition or the Moody’s Special Amortization Pro Rata Condition is not satisfied with respect to the related Payment Date or any Coverage Test is not satisfied as of such Payment Date (after giving effect to Mandatory Redemption Payments actually made, if any, on such Payment Date); provided, however, that any portion of the Special Amortization Amount that represents all amounts representing recoveries in respect of Defaulted Securities will be distributed sequentially in any event, in accordance with Section 11.1(a)(ii)(12).

Special Amortization. The Notes may be amortized in part by the Issuer (at the election and direction of the Collateral Manager) if, at any time during the Reinvestment Period, the Collateral Manager has been unable, for a period of at least 30 consecutive days, to identify Substitute Collateral Debt Securities that it determines would be appropriate and would meet the Eligibility Criteria in sufficient amounts to permit the reinvestment of all or a portion of the Principal Proceeds then on deposit in the Principal Collection Account and the amounts on deposit in the Unused Proceeds Account in Substitute Collateral Debt Securities. The Collateral Manager shall notify the Trustee, the Issuer, the Co-Issuer and each Hedge Counterparty of such election (a “Special Amortization”) and the amount of Principal Proceeds to be amortized (such amount, the “Special Amortization Amount”), which notice shall be given prior to the Determination Date related to the next Payment Date. On the first Payment Date following the date on which such notice is given, the Special Amortization Amount will be applied to amortize the Notes in accordance with the Priority of Payments (i) on a pro rata basis (based on the Aggregate Outstanding Amount of each Class) among all Classes of Notes if each of the S&P Special Amortization Pro Rata Condition and the Moody’s Special Amortization Pro Rata Condition is satisfied with respect to the related Payment Date and each of the Coverage Tests was satisfied as of the related Determination Date; provided that in no event will the cumulative principal amount of Notes that is amortized pursuant to this clause (i) exceed $500,000,000; or (ii) sequentially among all Classes of Notes, if either the S&P Special Amortization Pro Rata Condition or the Moody’s Special Amortization Pro Rata Condition is not satisfied with respect to the related Payment Date or any of the Coverage Tests were not satisfied as of the related Determination Date; provided, however, that any portion of the Special Amortization Amount that represents all amounts representing recoveries in respect of Defaulted Securities will be distributed sequentially in any event, in accordance with Section 11.1(a)(ii)(12).

Special Amortization. The Notes may (other than the Class K Notes) shall be amortized in part by the Issuer (at the election and direction of the Collateral Manager) if, at any time during the Reinvestment Replenishment Period, the Collateral Manager has been unable, for a period of at least 30 120 consecutive days, to identify Substitute Collateral Debt Securities Obligations that it determines would be appropriate and would meet the Eligibility Criteria in sufficient amounts to permit the reinvestment of all or a portion of the Principal Proceeds then on deposit in the Principal Collection Account and the amounts on deposit in Substitute the Unused Proceeds Account in additional Collateral Debt SecuritiesObligations and the Collateral Manager determines that, in light of general market conditions or other factors, investments in additional appropriate Collateral Obligations within the foreseeable future are unlikely. The Collateral Manager shall notify the Trustee, the IssuerClass A-1R Note Agent, the Co-Issuer and each Hedge Counterparty of such election (a “Special Amortization”) and the amount of Principal Proceeds Notes to be amortized (such amount, the “Special Amortization Amount”), which notice shall be given prior to the Determination Date related to the next Payment Date. On the first Payment Date following the date on which such notice is givengiven (provided such notice is given on or prior to the Determination Date with respect to such Payment Date), the Special Amortization Amount will be applied to amortize the Notes (other than the Class K Notes) in accordance with the Priority of Payments (ix) on a pro rata basis among all Classes of Notes (other than the Class K Notes) (without regard to any Capitalized Interest and assuming for purposes of the pro rata allocation to the Class A Notes, that the Class A-1R Notes are fully drawn, but allocating the amounts between the Class A-1A Notes and the Class A-1R Notes as described in the Priority of Payments), if each of the S&P Special Amortization Pro Rata Condition and the Moody’s Mxxxx’x Special Amortization Pro Rata Condition is satisfied with respect to the related Payment Date and each of the Coverage Tests was satisfied as of the related Determination Date; provided that in no event will the cumulative principal amount of Notes that is amortized pursuant to this clause (i) exceed $500,000,000; , or (iiy) sequentially among all Classes of Notes (other than the Class K Notes) (and any Required Class A-1R Suspense Account Deposit, to the Class A-1R Suspense Account), if either the S&P Special Amortization Pro Rata Condition or the Moody’s Mxxxx’x Special Amortization Pro Rata Condition is not satisfied with respect to the related Payment Date or any of the Coverage Tests were not satisfied as of the related Determination Date; provided, however, that any portion of the Special Amortization Amount that represents all amounts representing recoveries in respect of Defaulted Securities will be distributed sequentially in any event, in accordance with Section 11.1(a)(ii)(11).