Common use of Optional Re-Pricing Clause in Contracts

Optional Re-Pricing. (a) On any Business Day after the Non-Call Period, at the written direction of a Majority of the Preferred Shares (with the consent of the Collateral Manager), the Issuer shall reduce the spread over the Benchmark (or, in the case of any Fixed Rate Notes, the stated rate of interest) with respect to any Class of Re-Pricing Eligible Notes (such reduction, a “Re-Pricing” and any Class of Re-Pricing Eligible Notes to be subject to a Re-Pricing, a “Re-Priced Class”); provided that the Issuer shall not effect any Re-Pricing unless each condition specified in this Section 9.7 is satisfied with respect thereto. For the avoidance of doubt, no terms of any Secured Notes other than the Interest Rate applicable to the related Re-Priced Class may be modified or supplemented in connection with a Re-Pricing. In connection with any Re-Pricing, the Issuer may engage a broker-dealer (the “Re-Pricing Intermediary”) upon the recommendation and subject to the approval of (i) a Majority of the Preferred Shares and (ii) the Collateral Manager and such Re-Pricing Intermediary shall assist the Issuer in effecting the Re-Pricing.

Optional Re-Pricing. (a) On any Business Day after the Non-Call Period, at the written direction of a Majority of the Preferred Shares (with the consent of the Collateral Manager), the Issuer shall reduce the spread over the Benchmark (or, in the case of any Fixed Rate NotesDebt, the stated rate of interest) with respect to any Class of Re-Pricing Eligible Notes Debt (such reduction, a “Re-Pricing” and any Class of Re-Pricing Eligible Notes Debt to be subject to a Re-Pricing, a “Re-Priced Class”); provided that the Issuer shall not effect any Re-Pricing unless each condition specified in this Section 9.7 is satisfied with respect thereto. For the avoidance of doubt, no terms of any Secured Notes Debt other than the Interest Rate applicable to the related Re-Priced Class may be modified or supplemented in connection with a Re-Pricing. In connection with any Re-Pricing, the Issuer may engage a broker-dealer (the “Re-Pricing Intermediary”) upon the recommendation and subject to the approval of (i) a Majority of the Preferred Shares and (ii) the Collateral Manager and such Re-Pricing Intermediary shall assist the Issuer in effecting the Re-Pricing.

Optional Re-Pricing. (a) On any Business Day after the Non-Call Period, at the written direction of a Majority of the Preferred Shares (with the consent of the Collateral Manager), the Issuer Issuers shall reduce the spread over the Benchmark Reference Rate (or, in the case of any Fixed Rate Notes, the stated rate of interest) with respect to any Class of Re-Pricing Eligible Notes (such reduction, a “Re-Pricing” and any Class of Re-Pricing Eligible Notes to be subject to a Re-Pricing, a “Re-Priced Class”); provided that the Issuer Issuers shall not effect any Re-Pricing unless each condition specified in this Section 9.7 is satisfied with respect thereto. For the avoidance of doubt, no terms of any Secured Notes other than the Interest Rate applicable to the related Re-Priced Class may be modified or supplemented in connection with a Re-Pricing. In connection with any Re-Pricing, the Issuer may engage a broker-dealer (the “Re-Pricing Intermediary”) upon the recommendation and subject to the approval of (i) a Majority of the Preferred Shares and (ii) the Collateral Manager and such Re-Pricing Intermediary shall assist the Issuer in effecting the Re-Pricing.

Optional Re-Pricing. (a) On any Business Day after the Non-Call Period, at the written direction of a Majority of the Preferred Shares (with the consent of the Collateral Manager), the Issuer Issuers shall reduce the spread over the Benchmark (or, in the case of any Fixed Reference Rate Notes, the stated rate of interest) with respect to any Class of Re-Pricing Eligible Notes (such reduction, a “Re-Pricing” and any Class of Re-Pricing Eligible Notes to be subject to a Re-Pricing, a “Re-Priced Class”); provided that the Issuer Issuers shall not effect any Re-Pricing unless each condition specified in this Section 9.7 is satisfied with respect thereto. For the avoidance of doubt, no terms of any Secured Notes other than the Interest Rate applicable to the related Re-Priced Class may be modified or supplemented in connection with a Re-Pricing. In connection with any Re-Pricing, the Issuer may engage a broker-dealer (the “Re-Pricing Intermediary”) upon the recommendation and subject to the approval of (i) a Majority of the Preferred Shares and (ii) the Collateral Manager and such Re-Pricing Intermediary shall assist the Issuer in effecting the Re-Pricing.

Optional Re-Pricing. (a) On any Business Day after the Non-Call Period, at the written direction of a Majority of the Preferred Shares (with the consent of the Collateral Manager), the Issuer Issuers shall reduce the spread over the Benchmark Reference RateBenchmark (or, in the case of any Fixed Rate Notes, the stated rate of interest) with respect to any Class of Re-Pricing Eligible Notes (such reduction, a “Re-Pricing” and any Class of Re-Pricing Eligible Notes to be subject to a Re-Pricing, a “Re-Priced Class”); provided that the Issuer Issuers shall not effect any Re-Pricing unless each condition specified in this Section 9.7 is satisfied with respect thereto. For the avoidance of doubt, no terms of any Secured Notes other than the Interest Rate applicable to the related Re-Priced Class may be modified or supplemented in connection with a Re-Pricing. In connection with any Re-Pricing, the Issuer may engage a broker-dealer (the “Re-Pricing Intermediary”) upon the recommendation and subject to the approval of (i) a Majority of the Preferred Shares and (ii) the Collateral Manager and such Re-Pricing Intermediary shall assist the Issuer in effecting the Re-Pricing.

Optional Re-Pricing. (a) On any Business Day after the Non-Call Period, at the written direction of either (i) the Collateral Manager with the consent of the U.S. Retention Sponsor and the EU/UK Retention Holder or (ii) a Majority of the Preferred Shares (Subordinated Notes with the consent of the Collateral Manager), the Issuer U.S. Retention Sponsor and the EU/UK Retention Holder, the Issuer, shall reduce reduce, as applicable, (x) the spread over the Benchmark (or, in the case of any Fixed Reference Rate Notes, the stated rate of interest) with respect to any Class of Floating Rate Debt and/or (y) the fixed rate of interest with respect to any Class of Fixed Rate Debt, in each case, where such Class of Debt constitutes Re-Pricing Eligible Notes Debt (such reductionreduction with respect to any such Class of Debt, a “Re-Pricing” and any Class of Re-Pricing Eligible Notes Debt to be subject to a Re-Pricing, a “Re-Priced Class”); provided that the Issuer shall not effect any Re-Pricing unless each condition specified in this Section 9.7 is satisfied with respect thereto. For the avoidance of doubt, no terms of any Secured Notes Debt other than the Interest Rate applicable to the related Re-Priced Class thereto may be modified or supplemented in connection with a Re-Pricing. In connection with any Re-Pricing, the Issuer may engage a broker-dealer (the “Re-Pricing Intermediary”) upon the recommendation and subject to the approval of (i) a Majority of the Preferred Shares and (ii) the Collateral Manager Subordinated Notes and such Re-Pricing Intermediary shall assist the Issuer in effecting the Re-Pricing.

Optional Re-Pricing. (a) On any Business Day after the Non-Call Period, at the written direction of a Majority of the Preferred Shares (Subordinated Notes and with the consent of the Collateral Manager)Manager and the U.S. Retention Provider, the Issuer shall reduce the spread over LIBOR or the Benchmark (orfixed Interest Rate, in the case of any Fixed Rate Notesas applicable, the stated rate of interest) with respect to any Class of Re-Pricing Eligible Secured Notes, other than the Class A-1 Notes (such reductionreduction with respect to any such Class of Notes, a “Re-Pricing” and any Class of Re-Pricing Eligible Secured Notes to be subject to a Re-Pricing, a “Re-Priced Class”); provided that the Issuer shall not effect any Re-Pricing unless each condition specified in this Section 9.7 below is satisfied with respect thereto. For the avoidance of doubt, no terms of any Secured Notes other than the Interest Rate applicable to the related Re-Priced Class thereto may be modified or supplemented in connection with a Re-Pricing. In connection with any Re-Pricing, the Issuer may engage a broker-dealer (the “Re-Pricing Intermediary”) upon the recommendation and subject to the approval of (i) a Majority of the Preferred Shares and (ii) the Collateral Manager Subordinated Notes and such Re-Pricing Intermediary shall assist the Issuer in effecting the Re-Pricing.. At least 20 days (or such shorter period reasonably acceptable to the Trustee and the Collateral Manager) prior to the Business Day fixed by a Majority of the Subordinated Notes for any proposed Re-Pricing (the “Re-Pricing Date”), the Issuer (or the Re-Pricing Intermediary on behalf of the Issuer) shall deliver a notice in writing (with a copy to the Collateral Manager, the Trustee and each Rating Agency) to each Holder of the proposed Re-Priced Class, which notice shall:

Optional Re-Pricing. (a) On any Business Day after the Non-Call Period, at the written direction of a Majority of the Preferred Shares (with the consent of the Collateral Manager), the Issuer shall reduce the spread over the Benchmark (or, in the case of any Fixed Rate Notes, the stated rate of interest) with respect to any Class of Re-Pricing Eligible Notes Debt (such reduction, a “Re-Pricing” and any Class of Re-Pricing Eligible Notes Debt to be subject to a Re-Pricing, a “Re-Priced Class”); provided that the Issuer shall not effect any Re-Pricing unless each condition specified in this Section 9.7 is satisfied with respect thereto. For the avoidance of doubt, no terms of any Secured Notes Debt other than the Interest Rate applicable to the related Re-Priced Class may be modified or supplemented in connection with a Re-Pricing. In connection with any Re-Pricing, the Issuer may engage a broker-dealer (the “Re-Pricing Intermediary”) upon the recommendation and subject to the approval of (i) a Majority of the Preferred Shares and (ii) the Collateral Manager and such Re-Pricing Intermediary shall assist the Issuer in effecting the Re-Pricing.

Optional Re-Pricing. (a) On any Business Day after the Non-Call Period, at the written direction of either (x) the Collateral Manager with the consent of the Retention Holder or (y) a Majority of the Preferred Shares (Interests with the consent of the Collateral Manager)Manager and the Retention Holder, the Issuer shall reduce the spread over the Benchmark (or, in the case of any Fixed Rate Notes, the stated rate of interest) LIBOR with respect to any Class of Re-Pricing Eligible Notes, other than the Class A Notes, the Class B Notes, and the Class C Notes (such reductionreduction with respect to any such Class of Notes, a “Re-Pricing” and any Class of Re-Pricing Eligible Notes to be subject to a Re-Pricing, a “Re-Priced Class”); provided that the Issuer shall not effect any Re-Pricing unless each condition specified in this Section 9.7 is satisfied with respect thereto. For the avoidance of doubt, no terms of any Secured Notes other than the Interest Rate applicable to the related Re-Priced Class thereto may be modified or supplemented in connection with a Re-Pricing. In connection with any Re-Pricing, the Issuer may engage a broker-dealer (the “Re-Pricing Intermediary”) upon the recommendation and subject to the approval of (i) a Majority of the Preferred Shares and (ii) the Collateral Manager Interests and such Re-Pricing Intermediary shall assist the Issuer in effecting the Re-Pricing.

Optional Re-Pricing. (a) On any Business Day after the Non-Call Period, at the written direction of a Majority of the Preferred Shares (with the consent of the Depositor and the Collateral Manager), the Issuer Co-Issuers shall reduce the spread over the Benchmark (or, in the case of any Fixed Rate Notes, LIBOR or the stated rate of interest) interest rate, as applicable, with respect to any Class of Re-Pricing Eligible Notes Secured Debt (other than the Class A-1 Debt) (such reductionreduction with respect to any such Class of Secured Debt, a “Re-Pricing” and any Class of Re-Pricing Eligible Notes Secured Debt to be subject to a Re-Pricing, a “Re-Priced Class”); provided that the Issuer Co-Issuers shall not effect any Re-Pricing unless each condition specified in this Section 9.7 is satisfied with respect thereto. For the avoidance of doubt, no terms of any Class of Secured Notes Debt other than the Interest Rate applicable to the related Re-Priced Class thereto may be modified or supplemented in connection with a Re-Pricing. In connection with any Re-Pricing, the Issuer may engage a broker-dealer (the “Re-Pricing Intermediary”) upon the recommendation and subject to the approval of (i) a Majority of the Preferred Shares and (ii) the Collateral Manager and such Re-Pricing Intermediary shall assist the Issuer in effecting the Re-Pricing.

Optional Re-Pricing. (a) On any Business Day after the Non-Call Period, at the written direction of a Majority of the Preferred Shares (with the consent of the Collateral Manager)Subordinated Notes, the Issuer Co-Issuers shall reduce the spread over the Benchmark (or, in the case of any Fixed Rate Notes, the stated rate of interest) with respect to any Class of Re-Pricing Eligible Notes Floating Rate Debt (other than the Class A- 1 Debt) or the stated rate of interest with respect to any Class of Fixed Rate Debt (other than the Class A-1 Debt) (such reductionreduction with respect to any such Class of Secured Debt, a “Re-Pricing” and any Class of Re-Pricing Eligible Notes Secured Debt to be subject to a Re-Pricing, a “Re-Priced Class”); provided that the Issuer Co-Issuers shall not effect any Re-Pricing unless each condition specified in this Section 9.7 is satisfied with respect thereto. For the avoidance of doubt, no terms of any Class of Secured Notes Debt other than the Interest Rate applicable to the related Re-Priced Class thereto may be modified or supplemented in connection with a Re-Pricing. In connection with any Re-Pricing, the Issuer may engage a broker-dealer (the “Re-Pricing Intermediary”) upon the recommendation and subject to the approval of (i) a Majority of the Preferred Shares and (ii) the Collateral Manager Subordinated Notes and such Re-Pricing Intermediary shall assist the Issuer in effecting the Re-Pricing.

Optional Re-Pricing. (a) On any Business Day after the Non-Call Period, at the written direction of a Majority of the Preferred Shares (Subordinated Notes with the consent of the Transferor and the Collateral Manager), the Issuer shall reduce the spread over the Benchmark (or, in the case of any Fixed Rate Notes, or the stated rate of interest) interest rate, as applicable, with respect to any Class of Re-Pricing Eligible Notes (such reductionreduction with respect to any such Class of Secured Debt, a “Re-Pricing” and any Class of Re-Pricing Eligible Notes Secured Debt to be subject to a Re-Pricing, a “Re-Priced Class”); provided that the Issuer shall not effect any Re-Pricing unless each condition specified in this Section 9.7 is satisfied with respect thereto. For the avoidance of doubt, no terms of any Class of Secured Notes Debt other than the Interest Rate applicable to the related Re-Priced Class thereto may be modified or supplemented in connection with a Re-Pricing. In connection with any Re-Pricing, the Issuer may engage a broker-dealer (the “Re-Pricing Intermediary”) upon the recommendation and subject to the approval of (i) a Majority of the Preferred Shares and (ii) the Collateral Manager Subordinated Notes and such Re-Pricing Intermediary shall assist the Issuer in effecting the Re-Pricing. The Collateral Trustee shall have no liability for any failure or delay on the part of the Issuer, the Re-Pricing Intermediary, DTC or any Holder (or beneficial owner) of Secured Debt in taking actions necessary in connection with a Re-Pricing.

Optional Re-Pricing. (a) On any Business Day after the Non-Call Period, at the written direction of either (x) the Collateral Manager with the consent of the Retention Holder or (y) a Majority of the Preferred Shares (Interests with the consent of the Collateral Manager)Manager and the Retention Holder, the Issuer shall reduce the spread over the Benchmark (or, in the case of any Fixed Rate Notes, the stated rate of interest) LIBOR with respect to any Class of Re-Pricing Eligible Notes, other than the Class A Notes (such reductionreduction with respect to any such Class of Notes, a “Re-Pricing” and any Class of Re-Pricing Eligible Notes to be subject to a Re-Pricing, a “Re-Priced Class”); provided that the Issuer shall not effect any Re-Pricing unless each condition specified in this Section 9.7 is satisfied with respect thereto. For the avoidance of doubt, no terms of any Secured Notes other than the Interest Rate applicable to the related Re-Priced Class thereto may be modified or supplemented in connection with a Re-Pricing. In connection with any Re-Pricing, the Issuer may engage a broker-dealer (the “Re-Pricing Intermediary”) upon the recommendation and subject to the approval of (i) a Majority of the Preferred Shares and (ii) the Collateral Manager Interests and such Re-Pricing Intermediary shall assist the Issuer in effecting the Re-Pricing.

Optional Re-Pricing. (a) On any Business Day after the Non-Call Period, at the written direction of a Majority of the Preferred Shares (with the consent of the Collateral Manager), the Issuer Issuers shall reduce the spread over the Benchmark (or, in the case of any Fixed Reference Rate Notes, the stated rate of interest) with respect to any Class of Re-Pricing Eligible Notes (such reduction, a “"Re-Pricing” " and any Class of Re-Pricing Eligible Notes to be subject to a Re-Pricing, a “"Re-Priced Class”"); provided that the Issuer Issuers shall not effect any Re-Pricing unless each condition specified in this Section 9.7 is satisfied with respect thereto. For the avoidance of doubt, no terms of any Secured Notes other than the Interest Rate applicable to the related Re-Priced Class may be modified or supplemented in connection with a Re-Pricing. In connection with any Re-Pricing, the Issuer may engage a broker-dealer (the “"Re-Pricing Intermediary”") upon the recommendation and subject to the approval of (i) a Majority of the Preferred Shares and (ii) the Collateral Manager and such Re-Pricing Intermediary shall assist the Issuer in effecting the Re-Pricing.

Optional Re-Pricing. (a) On any Business Day after the Non-Call Period, at the written direction of a Majority of the Preferred Shares (with the consent of the Collateral Manager)Interests, the Issuer shall reduce the spread over LIBOR (or the Benchmark (orstated interest rate, in the case of any Fixed Rate Notes, the stated rate of interest) applicable with respect to any Class of Re-Pricing Eligible Notes (other than the Class A Notes) (such reductionreduction with respect to any such Class of Notes, a “Re-Pricing” and any Class of Re-Pricing Eligible Notes to be subject to a Re-Pricing, a “Re-Priced Class”); provided that the Issuer shall not effect any Re-Pricing unless each condition specified in this Section 9.7 is satisfied with respect thereto. For the avoidance of doubt, no terms of any Secured Notes other than the Interest Rate applicable to the related Re-Priced Class thereto may be modified or supplemented in connection with a Re-Pricing. In connection with any Re-Pricing, the Issuer may engage a broker-dealer (the “Re-Pricing Intermediary”) upon the recommendation and subject to the approval of (i) a Majority of the Preferred Shares and (ii) the Collateral Manager Interests and such Re-Pricing Intermediary shall assist the Issuer in effecting the Re-Pricing.

Optional Re-Pricing. (a) On any Business Day after the Non-Call Period, at the written direction of a Majority of the Preferred Shares (with Subordinated Notes and subject to the consent of the Collateral Manager), the Issuer (or the Collateral Manager on its behalf) shall reduce the spread over the Benchmark Reference Rate (oror the fixed rate of interest, in the case of any Class of Fixed Rate Notes, the stated rate of interest) applicable to any Re-Pricing Eligible Class (such reduction with respect to any Class of Re-Pricing Eligible Notes (such reductionClass, a “Re-Pricing” and any such Class of Re-Pricing Eligible Notes to be subject to a Re-Pricing, a “Re-Priced Class”); provided that the Issuer shall not effect any Re-Pricing unless (i) each condition specified in this Section 9.7 9.7(d) is satisfied with respect thereto. For the avoidance thereto and (ii) each Outstanding Secured Note of doubt, no terms of any Secured Notes other than the Interest Rate applicable to the related a Re-Priced Class may shall be modified or supplemented in connection with a subject to the related Re-Pricing. In connection with any Re-Pricing, the Issuer may engage a broker-dealer (the “Re-Pricing Intermediary”) upon the recommendation and subject to the approval of (i) a Majority of the Preferred Shares and (ii) the Collateral Manager and such Re-Pricing Intermediary shall assist the Issuer in effecting the Re-Pricing.

Optional Re-Pricing. (a) On any Business Day after the Non-Call PeriodPeriod (except that the Class A-2 Notes shall be subject to Re-Pricing on and after December 5, at the written direction of a Majority of the Preferred Shares (with the consent of the Collateral Manager2015), the Issuer shall may reduce the spread over the Benchmark (or, in the case of any Fixed Rate Notes, the stated rate of interest) LIBOR applicable with respect to any Class of Re-Pricing Eligible Notes, other than the Class A-1 Notes (such reductionreduction with respect to any such Class of Notes, a “Re-Pricing” and any Class of Re-Pricing Eligible Notes to be subject to a Re-Pricing, a “Re-Priced Class”); provided that the Issuer shall not effect any Re-Pricing unless each condition specified in this Section 9.7 below is satisfied with respect thereto. For the avoidance of doubt, no terms of any Secured Notes other than the Interest Rate applicable to the related Re-Priced Class thereto may be modified or supplemented in connection with a Re-Pricing. In connection with any Re-Pricing, the Issuer may engage a broker-dealer (the “Re-Pricing Intermediary”) upon the recommendation and subject to the approval of (i) a Majority of the Preferred Shares and (ii) the Collateral Manager and such Re-Pricing Intermediary shall assist the Issuer in effecting the Re-Pricing.Pricing At least 30 days prior to the Business Day fixed by the Issuer for any proposed Re-Pricing (the “Re-Pricing Date”), the Issuer, or the Re-Pricing Intermediary on behalf of the Issuer, shall deliver a notice in writing (with a copy to the Collateral Manager, the Trustee and each Rating Agency) to each Holder of the proposed Re-Priced Class, which notice shall:

Optional Re-Pricing. (a) On any Business Day after the Non-Call Period, at the written direction of either (x) the Collateral Manager with the consent of the Retention Holder or (y) a Majority of the Preferred Shares (Interests with the consent of the Collateral Manager)Manager and the Retention Holder, the Issuer shall reduce the spread over the Benchmark (or, in the case of any Fixed Rate Notes, the stated rate of interest) LIBOR with respect to any Class of Re-Pricing Eligible Notes, other than the Class A-1 Notes and the Class B Notes (such reductionreduction with respect to any such Class of Notes, a “Re-Pricing” and any Class of Re-Pricing Eligible Notes to be subject to a Re-Pricing, a “Re-Priced Class”); provided that the Issuer shall not effect any Re-Pricing unless each condition specified in this Section 9.7 is satisfied with respect thereto. For the avoidance of doubt, no terms of any Secured Notes other than the Interest Rate applicable to the related Re-Priced Class thereto may be modified or supplemented in connection with a Re-Pricing. In connection with any Re-Pricing, the Issuer may engage a broker-dealer (the “Re-Pricing Intermediary”) upon the recommendation and subject to the approval of (i) a Majority of the Preferred Shares and (ii) the Collateral Manager Interests and such Re-Pricing Intermediary shall assist the Issuer in effecting the Re-Pricing.

Optional Re-Pricing. (a) On any Business Day after the Non-Call Period, at the written direction of a Majority of the Preferred Shares (with the consent of the Collateral Manager), the Issuer shall reduce the spread over the Benchmark (or, in the case of any Fixed Rate Notes, the stated rate of interest) with respect to any Class of Re-Pricing Eligible Notes (such reduction, a “"Re-Pricing” " and any Class of Re-Pricing Eligible Notes to be subject to a Re-Pricing, a “"Re-Priced Class”"); provided that the Issuer shall not effect any Re-Pricing unless each condition specified in this Section 9.7 is satisfied with respect thereto. For the avoidance of doubt, no terms of any Secured Notes other than the Interest Rate applicable to the related Re-Priced Class may be modified or supplemented in connection with a Re-Pricing. In connection with any Re-Pricing, the Issuer may engage a broker-dealer (the “"Re-Pricing Intermediary”") upon the recommendation and subject to the approval of (i) a Majority of the Preferred Shares and (ii) the Collateral Manager and such Re-Pricing Intermediary shall assist the Issuer in effecting the Re-Pricing.

Optional Re-Pricing. (a) On any Business Day after the Non-Call Period, at the written direction of a Majority of the Preferred Shares Subordinated Securities (with the consent of the Collateral Manager), the Applicable Issuer shall reduce the spread over the Benchmark LIBOR (or, in the case of any Fixed Rate NotesDebt, the stated rate of interest) with respect to any Class of Re-Pricing Eligible Notes Debt (such reduction, a “Re-Pricing” and any Class of Re-Pricing Eligible Notes Debt to be subject to a Re-Pricing, a “Re-Priced Class”); provided that the Applicable Issuer shall not effect any Re-Pricing unless each condition specified in this Section 9.7 is satisfied with respect thereto. For the avoidance of doubt, no terms of any Secured Notes Debt other than the Interest Rate applicable to the related Re-Priced Class may be modified or supplemented in connection with a Re-Pricing. In connection with any Re-Pricing, the Issuer may engage a broker-dealer (the “Re-Pricing Intermediary”) upon the recommendation and subject to the approval of (i) a Majority of the Preferred Shares Subordinated Securities and (ii) the Collateral Manager and such Re-Pricing Intermediary shall assist the Issuer in effecting the Re-Pricing.