Common use of Special Amortization Clause in Contracts

Special Amortization. The Notes (other than the Class K Notes) shall be amortized in part by the Issuer if, at any time during the Replenishment Period, the Collateral Manager has been unable, for a period of at least 120 consecutive days, to identify Collateral 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 the Unused Proceeds Account in additional Collateral Obligations 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 Class A-1R Note Agent, the Issuer and each Hedge Counterparty of such election (a “Special Amortization”) and the amount of Notes to be amortized (such amount, the “Special Amortization Amount”). On the first Payment Date following the date on which such notice is given (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 (x) 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 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, or (y) 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 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 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).

Special Amortization. The Notes (other than the Class K Notes) shall may be amortized in part by the Issuer (at the election and direction of the Collateral Manager) if, at any time during the Replenishment Period, the Collateral Manager has been unable, for a period of at least 120 thirty (30) consecutive days, to identify Substitute Collateral Obligations 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 and the amounts on deposit in the Unused Proceeds Account in additional Substitute Collateral Obligations 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 unlikelyDebt Securities. The Collateral Manager shall notify the Trustee, the Class A-1R Note AgentIssuer, the Issuer Co-Issuer, the Class A-2 Note Insurer and each Hedge Counterparty of such election (a “Special Amortization”) and the amount of Notes to be amortized (such amount, the “Special Amortization Amount”). On the first Payment Date following the date on which such notice is given (provided such notice is given on or prior to by the related 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 (xi) on a pro rata basis (based on the Aggregate Outstanding Amount of each Class) 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), Interest) if each of the S&P Special Amortization Pro Rata Condition and the Mxxxx’x Xxxxx’x Special Amortization Pro Rata Condition is satisfied with respect to the related Payment Date and each of the Par Value Coverage Tests was are satisfied as of the related Determination such Payment Date (after giving effect to Mandatory Redemption Payments actually made, if any, on such Payment Date, ) or (yii) 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 Mxxxx’x Xxxxx’x Special Amortization Pro Rata Condition is not satisfied with respect to the related Payment Date or any of the Par Value Coverage Tests were are not satisfied as of the related Determination such Payment Date (after giving effect to Mandatory Redemption Payments actually made, if any, on such Payment Date); provided, however, that all amounts representing recoveries in respect of Defaulted Securities will be distributed sequentially in any event, in accordance with Section 11.1(a)(ii)(1111.1(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 If the Collateral Manager notifies the Trustee in writing that it has determined, in its sole discretion, that investments in additional Collateral Interests would either be impractical or not beneficial, the amount of such Collateral Principal Collections available pursuant to Section 11.1(b)(24), as determined by the Collateral Manager (other than the Class K NotesSpecial Amortization Amount) shall be amortized in part by applied to the Issuer if, at any time during the Replenishment Period, the Collateral Manager has been unable, for a period payment of at least 120 consecutive days, to identify Collateral 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 principal of the Principal Proceeds then Notes on deposit in the Principal Collection Account and the amounts on deposit in the Unused Proceeds Account in additional Collateral Obligations 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 Class A-1R Note Agent, the Issuer and each Hedge Counterparty of such election next succeeding Payment Date (a “Special Amortization”) and the amount of Notes to be amortized (such amount, the “Special Amortization Amount”). On the first Payment Date following the date on which such notice is given (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 Section 11.1(b)(24)(ii) hereof. Payments of Payments (x) 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 principal of the pro rata allocation Notes pursuant to Section 11.1(b)(24)(ii) shall be made: (a) if 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 Mxxxx’x Special Amortization Pro Rata Condition is satisfied with respect to the related Payment Date and each Date, pro rata to the respective Classes of the Coverage Tests was satisfied as Rated Notes (for purposes of the related Determination Date, or (y) sequentially among all Classes of Notes (other than the Class K Notes) (and any Required Class A-1R Suspense Account Deposit, pro rata allocation to the Class A-1R Suspense Account), A Senior Notes based on the Class A Senior Pro Rata Allocation) pursuant to Section 11.1(b)(24)(i) of the Priority of Principal Payments provided that a Special Amortization Notice is delivered by the Collateral Manager to the Issuer and the Trustee; or (b) if the criteria for either the S&P Special Amortization Pro Rata Condition are not satisfied, sequentially to the respective Classes of the Rated Notes pursuant to Section 11.1(b)(24)(ii)(2) of the Priority of Principal Payments. If the Collateral Manager elects to initiate a Special Amortization, the Collateral Manager shall deliver on or the Mxxxx’x Special Amortization Pro Rata Condition is not satisfied with respect prior to the related Calculation Date, to each of the Trustee and each Rating Agency, advance written notice (which may be included in the related Note Report) (each, a Special Amortization Notice) specifying the identity and principal amount of each Class of Rated Notes to be paid pursuant to such Special Amortization and that the Collateral Manager has been unable to identify for purchase by the Issuer Substitute Collateral Interests that comply with the Reinvestment Criteria and the other applicable requirements of this Indenture, and that the other applicable requirements of this Indenture, and that all other Indenture requirements for such Special Amortization are complied with. On each Payment Date or any of the Coverage Tests were not satisfied as of the on which a Special Amortization occurs, each related Determination Date; provided, however, that all amounts representing recoveries in respect of Defaulted Securities Hedge Agreement (other than Deemed Floating Asset Xxxxxx) will be distributed sequentially terminated in part in accordance with the terms and conditions thereof, and any event, amounts due and payable pursuant to such Hedge Agreement in connection with such termination thereof will be paid on such Payment Date in accordance with Section 11.1(a)(ii)(11)11.1.

Special Amortization. The Notes If the Collateral Manager notifies the Trustee in writing that it has determined, in its sole discretion, that investments in additional Collateral Interests would either be impractical or not beneficial, the amount of such Collateral Principal Collections available pursuant to Section 11.1(b)(22), as determined by the Collateral Manager (other than the Class K NotesSpecial Amortization Amount) shall be amortized in part by applied to the Issuer if, at any time during the Replenishment Period, the Collateral Manager has been unable, for a period payment of at least 120 consecutive days, to identify Collateral 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 principal of the Principal Proceeds then Notes on deposit in the Principal Collection Account and the amounts on deposit in the Unused Proceeds Account in additional Collateral Obligations 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 Class A-1R Note Agent, the Issuer and each Hedge Counterparty of such election next succeeding Payment Date (a “Special Amortization”) and the amount of Notes to be amortized (such amount, the “Special Amortization Amount”). On the first Payment Date following the date on which such notice is given (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 Section 11.1(b)(22)(ii) hereof. Payments of Payments (x) 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 principal of the pro rata allocation Notes pursuant 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), Section 11.1 (b)(22)(ii) shall be made: (a) if each of the S&P Special Amortization Pro Rata Condition and the Mxxxx’x Xxxxx’x Special Amortization Pro Rata Condition is satisfied with respect to the related Payment Date and each Date, pro rata to the respective Classes of the Coverage Tests was satisfied as Rated Notes (for purposes of the related Determination Date, or (y) sequentially among all Classes of Notes (other than the Class K Notes) (and any Required Class A-1R Suspense Account Deposit, pro rata allocation to the Class A-1R Suspense Account), A Senior Notes based on the Class A Senior Pro Rata Allocation) pursuant to Section 11.1(b)(22)(i) of the Priority of Principal Payments provided that a Special Amortization Notice is delivered by the Collateral Manager to the Issuer and the Trustee; or (b) if the criteria for either the S&P Special Amortization Pro Rata Condition or the Mxxxx’x Xxxxx’x Special Amortization Pro Rata Condition is are not satisfied with respect satisfied, sequentially to the respective Classes of the Rated Notes pursuant to Section 11.1(b)(22)(ii)(2) of the Priority of Principal Payments. If the Collateral Manager elects to initiate a Special Amortization, the Collateral Manager shall deliver on or prior to the related Calculation Date, to each of the Trustee and each Rating Agency, advance written notice (which may be included in the related Note Report) (each, a Special Amortization Notice) specifying the identity and principal amount of each Class of Rated Notes to be paid pursuant to such Special Amortization and that the Collateral Manager has been unable to identify for purchase by the Issuer Substitute Collateral Interests that comply with the Reinvestment Criteria and the other applicable requirements of this Indenture, and that the other applicable requirements of this Indenture, and that all other Indenture requirements for such Special Amortization are complied with. On each Payment Date or any of the Coverage Tests were not satisfied as of the on which a Special Amortization occurs, each related Determination Date; provided, however, that all amounts representing recoveries in respect of Defaulted Securities Hedge Agreement (other than Deemed Floating Asset Xxxxxx) will be distributed sequentially terminated in part in accordance with the terms and conditions thereof, including compliance with any eventapplicable requirement that the Issuer receive Rating Confirmation from S&P, and any amounts due and payable pursuant to such Hedge Agreement in connection with such termination thereof will be paid on such Payment Date in accordance with Section 11.1(a)(ii)(11)11.1.

Special Amortization. The Notes (other than the Class K Notes) shall may be amortized in part by the Issuer (at the election and direction of the Collateral Manager) if, at any time during the Replenishment Reinvestment Period, the Collateral Manager has been unable, for a period of at least 120 30 consecutive days, to identify Substitute Collateral Obligations 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 additional Substitute Collateral Obligations 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 unlikelyDebt Securities. The Collateral Manager shall notify the Trustee, the Class A-1R Note AgentIssuer, the Co-Issuer and each Hedge Counterparty of such election (a “Special Amortization”) and the amount of Notes 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 (provided such notice is given on or prior to the Determination Date with respect to such Payment Date)given, the Special Amortization Amount will be applied to amortize the Notes (other than the Class K Notes) in accordance with the Priority of Payments (xi) 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 Mxxxx’x Moody’s Special Amortization Pro Rata Condition is satisfied with respect to the related Payment Date and each Date; provided that in no event will the cumulative principal amount of the Coverage Tests was satisfied as of the related Determination Date, Notes that is amortized pursuant to this clause (i) exceed $500,000,000; or (yii) 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 Mxxxx’x 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 all amounts representing any portion of the Special Amortization Amount that represents recoveries in respect of Defaulted Securities will be distributed sequentially in any event, in accordance with Section 11.1(a)(ii)(11).

Special Amortization. The Notes (other than the Class K Notes) shall may be amortized in part by the Issuer (at the election and direction of the Collateral Manager) if, at any time during the Replenishment Reinvestment Period, the Collateral Manager has been unable, for a period of at least 120 30 consecutive days, to identify Substitute Collateral Obligations 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 additional Substitute Collateral Obligations 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 unlikelyDebt Securities. The Collateral Manager shall notify the Trustee, the Class A-1R Note AgentIssuer, the Co-Issuer and each Hedge Counterparty of such election (a “Special Amortization”) and the amount of Notes to be amortized (such amount, the “Special Amortization Amount”). On the first Payment Date following the date on which such notice is given (provided such notice is given on or prior to the Determination Date with respect to such Payment Date)given, the Special Amortization Amount will be applied to amortize the Notes (other than the Class K Notes) in accordance with the Priority of Payments (xi) on a pro rata basis (based on the Aggregate Outstanding Amount of each Class) 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 Mxxxx’x 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, ; or (yii) 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 Mxxxx’x 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 all amounts representing recoveries in respect of Defaulted Securities will be distributed sequentially in any event, in accordance with Section 11.1(a)(ii)(1111.1(a)(ii)(12).

Special Amortization. The Notes (other than the Class K Notes) shall may be amortized in part by the Issuer (at the election and direction of the Collateral Manager) if, at any time during the Replenishment Reinvestment Period, the Collateral Manager has been unable, for a period of at least 120 thirty (30) consecutive days, to identify Substitute Collateral Obligations 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 additional Substitute Collateral Obligations 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 unlikelyDebt Securities. The Collateral Manager shall notify the Trustee, the Class A-1R Note AgentIssuer, the Co-Issuer and each Hedge Counterparty of such election (a “Special Amortization”) and the amount of Notes to be amortized (such amount, the “Special Amortization Amount”). On the first Payment Date following the date on which such notice is given (provided such notice is given on or prior to the Determination Date with respect to such Payment Date)given, the Special Amortization Amount will be applied to amortize the Notes (other than the Class K Notes) in accordance with the Priority of Payments (xi) on a pro rata basis (based on the Aggregate Outstanding Amount of each Class) 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), Interest) if each of the S&P Special Amortization Pro Rata Condition and the Mxxxx’x Moody’s Special Amortization Pro Rata Condition is satisfied with respect to the related Payment Date and each of the Coverage Tests was is satisfied as of the related Determination such Payment Date (after giving effect to Mandatory Redemption Payments actually made, if any, on such Payment Date, ); or (yii) 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 Mxxxx’x Moody’s Special Amortization Pro Rata Condition is not satisfied with respect to the related Payment Date or any of the Coverage Tests were Test is not satisfied as of the related Determination such Payment Date (after giving effect to Mandatory Redemption Payments actually made, if any, on such Payment Date); provided, however, that all amounts representing recoveries in respect of Defaulted Securities will be distributed sequentially in any event, in accordance with Section 11.1(a)(ii)(1111.1(a)(ii)(12).

Special Amortization. The Notes (other than the Class K Notes) shall 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 Replenishment Reinvestment Period, the Collateral Manager has been unable, for a period of at least 120 consecutive days, to identify Collateral 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 the Unused Proceeds Account in additional Collateral Obligations and (A) the Collateral Manager determines that, in light of the composition of Collateral Interests, general market conditions or and other factors, investments in additional appropriate Collateral Obligations Interests within the foreseeable future are unlikely. The would be either impractical, or not beneficial to the Issuer or the Holders of the Income Notes and (B) the Collateral Manager shall notify notifies the Trustee, the Issuer, the Co-Issuer, the Upfront Swap Counterparty, the Class A-1R AR Note Agent, the Issuer Controlling Class, each Hedge Counterparty and each Hedge Synthetic Asset Counterparty of such election (a “Special Amortization”) and the amount of Notes to be amortized (such amount, the “Special Amortization Amount”) (which notice shall be given not later than the Determination Date immediately preceding the Payment Date on which application of the Special Amortization Amount pursuant to this Section 9.7 will occur). On the first Payment Date following the date on which such notice is given (provided such notice is given on or prior to the Determination Date with respect to such Payment Date)given, the Special Amortization Amount will be applied to amortize the Notes (other than the Class K Notes) in accordance with the Priority of Payments (xi) 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 the purposes of the pro rata allocation to the Class A Notes, Notes that the Class A-1R AR Notes are fully drawn, but allocating the amounts between among the Class A-1A A-1 Notes, the Class A-1R Notes, the Class A-2 Notes and the Class A-1R A-2R Notes as described in the Priority of Payments), ) if each of the S&P Special Amortization Pro Rata Condition and the Mxxxx’x Xxxxx’x Special Amortization Pro Rata Condition is satisfied with respect to the related Payment Date and each of the Coverage Tests was is satisfied as of the related Determination such Payment Date (after giving effect to Mandatory Redemption payments actually made, if any, on such Payment Date, ); or (yii) 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 Mxxxx’x Xxxxx’x Special Amortization Pro Rata Condition is not satisfied with respect to the related Payment Date or any of the Coverage Tests were Test was not satisfied as of such Payment Date (after giving effect to Mandatory Redemption payments actually made, if any, on such Payment Date). Notwithstanding anything herein to the related Determination Date; providedcontrary, 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 all amounts representing recoveries in respect of Defaulted Securities the Class AR Commitments will be distributed sequentially in any event, in accordance with Section 11.1(a)(ii)(11)reduced simultaneously as described herein.