Common use of Redemption Event Clause in Contracts

Redemption Event. (i) A "Redemption Event" will occur upon the delivery by Party B (or its designee) to Party A of a "Party B Response" (as defined in Appendix I) accepting Party A's offer to terminate the Sole Transaction as provided in Appendix I hereto. Such Party B Response shall be delivered on or before the related Redemption Date (as defined in the Indenture) and shall certify that the Minimum Purchase Price (as defined in the Indenture) has been deposited into the appropriate Trust Account (as defined in the Indenture). The parties hereto acknowledge and agree that the Indenture Trustee (as defined in the Indenture) may deliver such Party B Response on behalf of Party B. Party A hereby agrees that upon receipt of such Party B Response from the Indenture Trustee certifying that the Minimum Purchase Price has been deposited in the Collection Account, Party A shall immediately designate the Redemption Date as an Early Termination Date. Notwithstanding Section 6(d)(ii), the Payment Date in respect of a Redemption Event shall be the Early Termination Date so designated. For avoidance of doubt, no Redemption Event shall occur and no Early Termination Date shall be effectively designated in respect thereof unless the Minimum Purchase Price shall have been deposited into the applicable Trust Account(s) pursuant to Article X of the Indenture. (ii) The parties hereto acknowledge and agree that [ ], as Administrator under the Administration Agreement, may deliver on behalf of Party B any "Party B Notices" required or permitted by Appendix I hereto; provided, that in no event shall a Redemption Event occur upon delivery of any such Party B Notice from the Administrator.

Redemption Event. (i) A "Redemption Event" will occur upon the delivery by Party B (or its designee) to Party A of a "Party B Response" (as defined in Appendix I) accepting Party A's offer to terminate the Sole Transaction as provided in Appendix I hereto. Such Party B Response shall be delivered on or before the related Redemption Date (as defined in the Indenture) and shall certify that the Minimum Purchase Price (as defined in the Indenture) has been deposited into the appropriate Trust Account (as defined in the Indenture). The parties hereto acknowledge and agree that the Indenture Trustee (as defined in the Indenture) may deliver such Party B Response on behalf of Party B. Party A hereby agrees that upon receipt of such Party B Response from the Indenture Trustee certifying that the Minimum Purchase Price has been deposited in the Collection Account, Party A shall immediately designate the Redemption Date as an Early Termination Date. Notwithstanding Section 6(d)(ii), the Payment Date in respect of a Redemption Event shall be the Early Termination Date so designated. For avoidance of doubt, no Redemption Event shall occur and no Early Termination Date shall be effectively designated in respect thereof unless the Minimum Purchase Price shall have been deposited into the applicable Trust Account(s) pursuant to Article X of the Indenture. (ii) The parties hereto acknowledge and agree that [ ]USA Group Secondary Market Services, Inc., as Administrator under the Administration Agreement, may deliver on behalf of Party B any "Party B Notices" required or permitted by Appendix I hereto; provided, that in no event shall a Redemption Event occur upon delivery of any such Party B Notice from the Administrator.

Redemption Event. (i) A "Redemption Event" will occur upon the delivery by Party B (or its designee) to Party A of a "Party B Response" (as defined in Appendix I) accepting Party A's offer to terminate the Sole Transaction as provided in Appendix I hereto. Such Party B Response shall be delivered on or before the related Redemption Date (as defined in the Indenture) and shall certify that the related Put Option Exercise Price or Minimum Purchase Price (as either is defined in the Indenture) Sale and Servicing Agreement), as the case may be, has been deposited into the appropriate Trust Account (as defined in the Indenture). The parties hereto acknowledge and agree that the Indenture Trustee (as defined in the Indenture) may deliver such Party B Response on behalf of Party B. Party A hereby agrees that upon receipt of such Party B Response from the Indenture Trustee certifying that the related Put Option Exercise Price or Minimum Purchase Price Price, as the case may be, has been deposited in the Collection Account, Party A shall immediately designate the Redemption Date as an Early Termination Date. Notwithstanding Section 6(d)(ii), the Payment Date in respect of a Redemption Event shall be the Early Termination Date so designated. For avoidance of doubt, no Redemption Event shall occur and no Early Termination Date shall be effectively designated in respect thereof unless the related Put Option Exercise Price or Minimum Purchase Price Price, as the case may be, shall have been deposited into the applicable Trust Account(s) pursuant to Article X of the Indenture. (ii) The parties hereto acknowledge and agree that [ ], as Administrator under the Administration Agreement, may deliver on behalf of Party B any "Party B Notices" required or permitted by Appendix I hereto; provided, that in no event shall a Redemption Event occur upon delivery of any such Party B Notice from the Administrator.

Redemption Event. (i) A "Redemption Event" will occur upon the delivery by Party B (or its designee) to Party A of a "Party B Response" (as defined in Appendix I) accepting Party A's offer to terminate the Sole Transaction as provided in Appendix I hereto; provided, however, that Party B shall not deliver its Party B Response without the prior written consent (which consent shall not be unreasonably withheld) of the Securities Insurer (for so long as no Securities Insurer Default has occurred and is continuing). Such Party B Response shall be delivered on or before the related Redemption Date (as defined in the Indenture) and shall certify that the related Put Option Exercise Price or Minimum Purchase Price (as either is defined in the Indenture) Sale and Servicing Agreement), as the case may be, has been deposited into the appropriate Trust Account (as defined in the Indenture). The parties hereto acknowledge and agree that the Indenture Trustee (as defined in the Indenture) may deliver such Party B Response on behalf of Party B. Party A hereby agrees that upon receipt of such Party B Response from the Indenture Trustee certifying that the related Put Option Exercise Price or Minimum Purchase Price Price, as the case may be, has been deposited in the Collection Account, Party A shall immediately designate the Redemption Date as an Early Termination Date. Notwithstanding Section 6(d)(ii), the Payment Date in respect of a Redemption Event shall be the Early Termination Date so designated. For avoidance of doubt, no Redemption Event shall occur and no Early Termination Date shall be effectively designated in respect thereof unless the related Put Option Exercise Price or Minimum Purchase Price Price, as the case may be, shall have been deposited into the applicable Trust Account(s) pursuant to Article X the Indenture and, for so long as no Securities Insurer Default has occurred and is continuing, the prior written consent (which consent shall not be unreasonably withheld) of the Indenture.Securities Insurer has been obtained with respect to the delivery of Party B's Response to Party A. (ii) The parties hereto acknowledge and agree that [ ]Key Bank USA, National Association, as Administrator under the Administration Agreement, may deliver on behalf of Party B any "Party B Notices" required or permitted by Appendix I hereto; provided, that in no event shall a Redemption Event occur upon delivery of any such Party B Notice from the Administrator.

Redemption Event. (iA) A The Prudential Interest shall be fully redeemed by the Partnership in the manner provided in Section 2 below in the event that a --------- Prudential Redemption Notice is duly given to BPLLC or any other Person who is then the managing partner of the Partnership (the "MANAGING PARTNER") in accordance with subsection (b) below or a -------------- Partnership Redemption Event" will occur upon Notice is duly given to Prudential by BPLLC or Holdings LLC (on behalf of the delivery Partnership) in accordance with subsection (c) below. -------------- (B) At any time after the date hereof, Prudential may elect to have the Prudential Interest fully redeemed by Party B the Partnership in accordance with Section 2 below by giving written notice (or its designeea "PRUDENTIAL REDEMPTION NOTICE") to Party A --------- the Managing Partner stating that Prudential is electing to have the Prudential Interest fully redeemed pursuant to this Agreement; provided that, -------- ---- notwithstanding the foregoing, Prudential's right to give a Prudential Redemption Notice and to be redeemed at its election shall be suspended during any period of a "Party B Response" time while there exists an Investment Loan Borrower Credit Event (as defined in Appendix IExhibit A attached hereto). A Prudential Redemption Notice shall --------- only be effective if simultaneously with the giving of such notice (x) accepting Party A's offer PIC Realty Corporation delivers a similar notice with respect to terminate the Sole Transaction Redemption Agreements of even date herewith to which PIC and One Embarcadero Center Venture and Embarcadero Center Associates are parties, respectively, (y) Prudential delivers a similar notice with respect to the Redemption Agreement of even date herewith to which Prudential and Four Embarcadero Center Venture are parties (such similar notices of PIC and Prudential, the "CORRESPONDING NOTICES"), and (z) each Corresponding Notice specifies the same Redemption Date as provided is specified in Appendix I hereto. Such Party B Response shall be delivered the Prudential Redemption Notice. (C) At any time on or before after the related Redemption Date date which is five (as defined in 5) business days prior to the Indenturedate which is ninety (90) and shall certify days after the date hereof (i.e., such ---- that the Minimum Purchase Price (as defined in the Indenture) has been deposited into the appropriate Trust Account (as defined in the Indenture). The parties hereto acknowledge and agree that the Indenture Trustee (as defined in the Indenture) may deliver such Party B Response on behalf of Party B. Party A hereby agrees that upon receipt of such Party B Response from the Indenture Trustee certifying that the Minimum Purchase Price has been deposited in the Collection Account, Party A shall immediately designate the Redemption Date as an Early Termination Date. Notwithstanding Section 6(d)(iiselected by BPLLC or Holdings LLC shall not occur prior to the date which is ninety (90) days after the date hereof), either BPLLC or Holdings LLC may elect to have the Payment Date Partnership fully redeem the Prudential Interest in respect accordance with Section 2 below by giving written notice (the --------- "PARTNERSHIP REDEMPTION NOTICE") to Prudential stating that the Partnership is electing to have the Prudential Interest fully redeemed pursuant to this Agreement; provided that, notwithstanding the foregoing, BPLLC's and Holding -------- ---- LLC's right to give a Partnership Redemption Notice and to cause the Partnership to redeem the Prudential Interest at either of a Redemption Event their elections shall be suspended during any period of time while any of the Early Termination Date so designated. For avoidance of doubt, no Redemption Event shall occur and no Early Termination Date shall be effectively designated in respect thereof unless the Minimum Purchase Price shall Investment Notes have been deposited into accelerated and such acceleration has not been rescinded by the applicable Trust Account(sholder(s) pursuant to Article X of the Indenturesuch Investment Notes. (iiD) The parties hereto acknowledge and agree that [ ]As used herein, as Administrator under the Administration Agreement, may deliver on behalf of Party B any "Party B Notices" required or permitted by Appendix I hereto; provided, that in no event following terms shall a Redemption Event occur upon delivery of any such Party B Notice from have the Administrator.following meanings:

Redemption Event. (i) A "Redemption Event" will occur upon the delivery by Party B (or its designee) to Party A of a "Party B Response" (as defined in Appendix I) accepting Party A's offer to terminate the Sole Transaction as provided in Appendix I hereto; provided, however, that Party B shall not deliver its Party B Response without the prior written consent (which consent shall not be unreasonably withheld) of the Securities Insurer (for so long as no Securities Insurer Default has occurred and is continuing). Such Party B Response shall be delivered on or before the related Redemption Date (as defined in the Indenture) and shall certify that the Minimum Purchase Price (as defined in the Indenture) has been deposited into the appropriate Trust Account (as defined in the Indenture). The parties hereto acknowledge and agree that the Indenture Trustee (as defined in the Indenture) may deliver such Party B Response on behalf of Party B. Party A hereby agrees that upon receipt of such Party B Response from the Indenture Trustee certifying that the Minimum Purchase Price has been deposited in the Collection Account, Party A shall immediately designate the Redemption Date as an Early Termination Date. Notwithstanding Section 6(d)(ii), the Payment Date in respect of a Redemption Event shall be the Early Termination Date so designated. For avoidance of doubt, no Redemption Event shall occur and no Early Termination Date shall be effectively designated in respect thereof unless the Minimum Purchase Price shall have been deposited into the applicable Trust Account(s) pursuant to Article X the Indenture and, for so long as no Securities Insurer Default has occurred and is continuing, the prior written consent (which consent shall not be unreasonably withheld) of the Indenture.Securities Insurer has been obtained with respect to the delivery of Party B's Response to Party A. (ii) The parties hereto acknowledge and agree that [ ]Key Bank USA, National Association, as Administrator under the Administration Agreement, may deliver on behalf of Party B any "Party B Notices" required or permitted by Appendix I hereto; provided, that in no event shall a Redemption Event occur upon delivery of any such Party B Notice from the Administrator.

Redemption Event. (iA) A The Prudential Interest shall be fully redeemed by the Partnership in the manner provided in Section 2 below in the event that a Prudential --------- Redemption Notice is duly given to BPLLC or any other Person who is then the managing partner of the Partnership (the "MANAGING PARTNER") in accordance with subsection (b) below or a -------------- Partnership Redemption Event" will occur upon Notice is duly given to Prudential by BPLLC or Holdings LLC (on behalf of the delivery Partnership) in accordance with subsection (c) below. -------------- (B) At any time after the date hereof, Prudential may elect to have the Prudential Interest fully redeemed by Party B the Partnership in accordance with Section 2 below by giving written notice (or its designeea "PRUDENTIAL REDEMPTION NOTICE") to Party A --------- the Managing Partner stating that Prudential is electing to have the Prudential Interest fully redeemed pursuant to this Agreement; provided that, -------- ---- notwithstanding the foregoing, Prudential's right to give a Prudential Redemption Notice and to be redeemed at its election shall be suspended during any period of a "Party B Response" time while there exists an Investment Loan Borrower Credit Event (as defined in Appendix IExhibit A attached hereto). A Prudential Redemption Notice shall --------- only be effective if simultaneously with the giving of such notice (x) accepting Party A's offer PIC delivers a similar notice with respect to terminate the Sole Transaction Redemption Agreements of even date herewith to which it is a party with One Embarcadero Center Venture and Embarcadero Center Associates, respectively, (y) Prudential delivers a similar notice with respect to the Redemption Agreement of even date herewith to which Prudential and Three Embarcadero Center Venture are parties (such similar notices of PIC and Prudential, the "CORRESPONDING NOTICES"), and (z) each Corresponding Notice specifies the same Redemption Date as provided is specified in Appendix I hereto. Such Party B Response shall be delivered the Prudential Redemption Notice. (C) At any time on or before after the related Redemption Date date which is five (as defined in 5) business days prior to the Indenturedate which is ninety (90) and shall certify days after the date hereof (i.e., such ---- that the Minimum Purchase Price (as defined in the Indenture) has been deposited into the appropriate Trust Account (as defined in the Indenture). The parties hereto acknowledge and agree that the Indenture Trustee (as defined in the Indenture) may deliver such Party B Response on behalf of Party B. Party A hereby agrees that upon receipt of such Party B Response from the Indenture Trustee certifying that the Minimum Purchase Price has been deposited in the Collection Account, Party A shall immediately designate the Redemption Date as an Early Termination Date. Notwithstanding Section 6(d)(iiselected by BPLLC or Holdings LLC shall not occur prior to the date which is ninety (90) days after the date hereof), either BPLLC or Holdings LLC may elect to have the Payment Date Partnership fully redeem the Prudential Interest in respect accordance with Section 2 below by giving written notice (the --------- "PARTNERSHIP REDEMPTION NOTICE") to Prudential stating that the Partnership is electing to have the Prudential Interest fully redeemed pursuant to this Agreement; provided that, notwithstanding the foregoing, BPLLC's and Holding -------- ---- LLC's right to give a Partnership Redemption Notice and to cause the Partnership to redeem the Prudential Interest at either of a Redemption Event their elections shall be suspended during any period of time while any of the Early Termination Date so designated. For avoidance of doubt, no Redemption Event shall occur and no Early Termination Date shall be effectively designated in respect thereof unless the Minimum Purchase Price shall Investment Notes have been deposited into accelerated and such acceleration has not been rescinded by the applicable Trust Account(sholder(s) pursuant to Article X of the Indenturesuch Investment Notes. (iiD) The parties hereto acknowledge and agree that [ ]As used herein, as Administrator under the Administration Agreement, may deliver on behalf of Party B any "Party B Notices" required or permitted by Appendix I hereto; provided, that in no event following terms shall a Redemption Event occur upon delivery of any such Party B Notice from have the Administrator.following meanings:

Redemption Event. (i) A "“Redemption Event" ” will occur upon the delivery by Party B (or its designee) to Party A of a "“Party B Response" ” (as defined in Appendix I) accepting accepting, in its sole discretion, Party A's ’s offer to terminate the Sole Transaction as provided in Appendix I hereto. Such Party B Response shall be delivered on or before the related Redemption Date (as defined in the Indenture) and shall certify that the related Put Option Exercise Price or Minimum Purchase Price (as either is defined in the Indenture) Sale and Servicing Agreement), as the case may be, has been deposited into the appropriate Trust Account (as defined in the Indenture). The parties hereto acknowledge and agree that the Indenture Trustee (as defined in the Indenture) may deliver such Party B Response on behalf of Party B. Party A hereby agrees that upon receipt of such Party B Response from the Indenture Trustee certifying that the related Put Option Exercise Price or Minimum Purchase Price Price, as the case may be, has been deposited in the Collection Account, Party A shall immediately designate the Redemption Date as an Early Termination Date. Notwithstanding Section 6(d)(ii), the Payment Date in respect of a Redemption Event shall be the Early Termination Date so designated. For avoidance of doubt, no Redemption Event shall occur and no Early Termination Date shall be effectively designated in respect thereof unless the related Put Option Exercise Price or Minimum Purchase Price Price, as the case may be, shall have been deposited into the applicable Trust Account(s) pursuant to Article X of the Indenture. (ii) The parties hereto acknowledge and agree that [ ]Key Bank USA, National Association, as Administrator under the Administration Agreement, may deliver on behalf of Party B any "“Party B Notices" ” required or permitted by Appendix I hereto; provided, that in no event shall a Redemption Event occur upon delivery of any such Party B Notice from the Administrator.

Redemption Event. (i) A "“Redemption Event" ” will occur upon the delivery by Party B (or its designee) to Party A of a "“Party B Response" ” (as defined in Appendix I) accepting Party A's ’s offer to terminate the Sole Transaction as provided in Appendix I hereto; provided, however, that Party B shall not deliver its Party B Response without the prior written consent (which consent shall not be unreasonably withheld) of the Securities Insurer (for so long as no Securities Insurer Default has occurred and is continuing). Such Party B Response shall be delivered on or before the related Redemption Date (as defined in the Indenture) and shall certify that the Minimum Purchase Price (as defined in the Indenture) has been deposited into the appropriate Trust Account (as defined in the Indenture). The parties hereto acknowledge and agree that the Indenture Trustee (as defined in the Indenture) may deliver such Party B Response on behalf of Party B. Party A hereby agrees that upon receipt of such Party B Response from the Indenture Trustee certifying that the Minimum Purchase Price has been deposited in the Collection Account, Party A shall immediately designate the Redemption Date as an Early Termination Date. Notwithstanding Section 6(d)(ii), the Payment Date in respect of a Redemption Event shall be the Early Termination Date so designated. For avoidance of doubt, no Redemption Event shall occur and no Early Termination Date shall be effectively designated in respect thereof unless the Minimum Purchase Price shall have been deposited into the applicable Trust Account(s) pursuant to Article X the Indenture and, for so long as no Securities Insurer Default has occurred and is continuing, the prior written consent (which consent shall not be unreasonably withheld) of the Indenture.Securities Insurer has been obtained with respect to the delivery of Party B’s Response to Party A. (ii) The parties hereto acknowledge and agree that [ ]Key Bank USA, National Association, as Administrator under the Administration Agreement, may deliver on behalf of Party B any "“Party B Notices" ” required or permitted by Appendix I hereto; provided, that in no event shall a Redemption Event occur upon delivery of any such Party B Notice from the Administrator.