Common use of Optional Re-Pricing Clause in Contracts

Optional Re-Pricing. On any Business Day after the Non-Call Period, at the direction of a Majority of the Subordinated Notes and with the consent of the Collateral Manager and the U.S. Retention Provider, the Issuer shall reduce the spread over LIBOR or fixed rate of interest with respect to any Class of Secured Notes, other than the Class A Notes (such reduction with respect to any such Class of Notes, a “Re-Pricing” and any Class of 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 below is satisfied with respect thereto; provided further that in the case of a Re-Pricing of the Class D Notes, with the consent of all holders of the Class D Notes, such Re-Pricing (a) may apply only to a portion of the Class D Notes and (b) may allow Re-Pricing of such portion of the Class D Notes from a floating rate of interest to a fixed rate of interest or from a fixed rate of interest to a floating rate of interest. For the avoidance of doubt, no terms of any Secured Notes other than the Interest Rate applicable 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 a Majority of the 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 the Rating Agency) to each Holder of the proposed Re-Priced Class, which notice shall:

Optional Re-Pricing. On any Business Day after the Non-Call Period, at the direction of a Majority of the Subordinated Notes and with the consent of the Collateral Manager and the U.S. Retention Provider, the Issuer shall reduce the spread over LIBOR or fixed rate of interest applicable with respect to any Class of Secured Notes, other than the Class A Notes (such reduction with respect to any such Class of Notes, a “Re-Pricing” and any Class of 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 below is satisfied with respect thereto; provided further that in the case of a Re-Pricing of the Class D Notes, with the consent of all holders of the Class D Notes, such Re-Pricing (a) may apply only to a portion of the Class D Notes and (b) may allow Re-Pricing of such portion of the Class D Notes from a floating rate of interest to a fixed rate of interest or from a fixed rate of interest to a floating rate of interest. For the avoidance of doubt, no terms of any Secured Notes other than the Interest Rate applicable 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 a Majority of the 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 the each Rating Agency) to each Holder of the proposed Re-Priced Class, which notice shall:

Optional Re-Pricing. On any Business Day after the Non-Call Period, at the direction of a Majority of the Subordinated Notes and (with the prior written consent of the Collateral Manager) or the Collateral Manager and (with the U.S. Retention Providerprior written consent of a Majority of the Subordinated Notes), the Issuer (or the Collateral Manager on its behalf) shall reduce the spread over LIBOR or fixed rate of interest applicable with respect to any Class of Secured Notes, other than the Class A Re-Pricing Eligible Notes (such reduction with respect to any such Class of Notes, a “"Re-Pricing” " and any Class of 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 below is satisfied with respect thereto; provided further that in the case of a Re-Pricing of the Class D Notes, with the consent of all holders of the Class D Notes, such Re-Pricing (a) may apply only to a portion of the Class D Notes and (b) may allow Re-Pricing of such portion of the Class D Notes from a floating rate of interest to a fixed rate of interest or from a fixed rate of interest to a floating rate of interest. For the avoidance of doubt, no terms of any Secured Notes other than the Interest Applicable Periodic Rate applicable 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 a Majority of the 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) Business Days prior to the Business Day fixed by a Majority of the Subordinated Notes for any proposed Re-Pricing (such Business Day, the “"Re-Pricing Date”"), the Issuer (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 Retention Holder, the Trustee and the Rating AgencyAgencies) to each Holder of the proposed Re-Priced Class, which notice shall:

Optional Re-Pricing. On any Business Day after the Non-Call Period, at the direction of a Majority of the Subordinated Notes and with the consent of the Collateral Manager and the U.S. Retention Provider, the Issuer shall reduce the spread over LIBOR the Benchmark or the fixed interest rate of interest applicable with respect to any Class of Secured Notes, other than the Class A Re-Pricing Eligible Notes (such reduction with respect to any such Class of Notes, a “"Re-Pricing” " and any Class of 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 below is satisfied with respect thereto; provided further that in the case of a Re-Pricing of the Class D Notes, with the consent of all holders of the Class D Notes, such Re-Pricing (a) may apply only to a portion of the Class D Notes and (b) may allow Re-Pricing of such portion of the Class D Notes from a floating rate of interest to a fixed rate of interest or from a fixed rate of interest to a floating rate of interest. For the avoidance of doubt, no terms of any Secured Notes other than the Interest Rate applicable 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 a Majority of the 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 the 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 direction of a Majority of the Subordinated Notes and Notes, with the consent of the Collateral Manager and the U.S. Retention ProviderAsset Manager, the Issuer (or the Asset Manager on its behalf) shall be required to reduce the spread over LIBOR or fixed the Benchmark (or, in the case of the Fixed Rate Notes, the stated rate of interest with respect interest) applicable to any Class of Secured Notes, other than the Class A Re-Pricing Eligible Notes (such reduction with respect to any such Class of Re-Pricing Eligible Notes, a “"Re-Pricing” " and any such Class of Secured Notes to be that becomes subject to a Re-Pricing, a “"Re-Priced Class”"); provided that the Issuer shall not effect any Re-Pricing unless (i) each condition specified below in this Section 9.6 is satisfied with respect thereto; provided further that in the case and (ii) each Outstanding Note of a Re-Pricing of Priced Class will be subject to the Class D Notes, with the consent of all holders of the Class D Notes, such Re-Pricing (a) may apply only to a portion of the Class D Notes and (b) may allow Re-Pricing of such portion of the Class D Notes from a floating rate of interest to a fixed rate of interest or from a fixed rate of interest to a floating rate of interest. For the avoidance of doubt, no terms of any Secured Notes other than the Interest Rate applicable thereto may be modified or supplemented in connection with a 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 a Majority of the Subordinated Notes and such Re-Pricing Intermediary shall Asset Manager to assist the Issuer in effecting the Re-Pricing. At least 20 days (or such shorter period reasonably acceptable to Additionally, if so directed in writing by the Trustee and the Collateral Manager) prior to the Business Day fixed by Holders of a Majority of the Subordinated Notes for any proposed in connection with a Re-Pricing (the “Re-Pricing Date”), the Issuer (or of any of the Re-Pricing Intermediary on behalf of Eligible Notes, the Issuer) shall deliver a Issuer may, with prompt written notice in writing (with a copy to the Collateral Manager, the Trustee and the Rating Agency) to each Holder written consent of the proposed Asset Manager, extend the end of the Non-Call Period for all Classes to a date after the effective date of such Re-Priced Class, which notice shall:Pricing. 138

Optional Re-Pricing. On any Business Day after the Non-Call Period, at the direction of a Majority of the Subordinated Notes and Issuer may (with the consent of the Collateral Manager and the U.S. Retention Provider, the Issuer shall Manager) reduce the spread over LIBOR or fixed rate of interest applicable with respect to any Class of Secured Notes, other than the Class A Notes and the Class B Notes (such reduction with respect to any such Class of Notes, a “Re-Pricing” and any Class of Secured Notes to be subject to a Re-Pricing, a “Re-Priced Class”); provided that the Issuer shall not effect effectuate any Re-Pricing unless each condition specified below is satisfied with respect thereto; provided further that in the case of a Re-Pricing of the Class D Notes, with the consent of all holders of the Class D Notes, such Re-Pricing (a) may apply only to a portion of the Class D Notes and (b) may allow Re-Pricing of such portion of the Class D Notes from a floating rate of interest to a fixed rate of interest or from a fixed rate of interest to a floating rate of interest. For the avoidance of doubt, no terms of any Secured Notes other than the Interest Rate applicable 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 a Majority of the 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 Issuer for any proposed Re-Pricing (the “Re-Pricing Date”), the Issuer (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 the each Rating Agency) to each Holder of the proposed Re-Priced Class, which notice shall:

Optional Re-Pricing. On any Business Day after the Non-Call Period, at the direction of a Majority of the Subordinated Notes and with the consent of the Collateral Manager and the U.S. Retention Provider, the Issuer shall reduce the spread over LIBOR or fixed rate of interest with respect to any Class of Secured NotesDebt, other than the Class A Notes A-1 Debt (such reduction with respect to any such Class of NotesDebt, a “Re-Pricing” and any Class of Secured 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 below is satisfied with respect thereto; provided further that in the case of a Re-Pricing of the Class D Notes, with the consent of all holders of the Class D Notes, such Re-Pricing (a) may apply only to a portion of the Class D Notes and (b) may allow Re-Pricing of such portion of the Class D Notes from a floating rate of interest to a fixed rate of interest or from a fixed rate of interest to a floating rate of interest. For the avoidance of doubt, no terms of any Secured Notes Debt other than the Interest Rate applicable 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 a Majority of the 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 Trustee, the Collateral Agent, the Loan Agent 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 Trustee, the Collateral Agent, the Loan Agent and the Rating Agency) to each Holder of the proposed Re-Priced Class, which notice shall:

Optional Re-Pricing. On any Business Day after the Non-Call Period, at the direction of a Majority of the Subordinated Notes and with the consent of the Collateral Manager and the U.S. Retention Provider, the Issuer shall reduce the spread over LIBOR the Benchmark or the fixed interest rate of interest applicable with respect to any Class of Secured Notes, other than the Class A Notes Re-Pricing Eligible Debt (such reduction with respect to any such Class of NotesDebt, a “"Re-Pricing” " and any Class of Secured 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 below is satisfied with respect thereto; provided further that in the case of a Re-Pricing of the Class D Notes, with the consent of all holders of the Class D Notes, such Re-Pricing (a) may apply only to a portion of the Class D Notes and (b) may allow Re-Pricing of such portion of the Class D Notes from a floating rate of interest to a fixed rate of interest or from a fixed rate of interest to a floating rate of interest. For the avoidance of doubt, no terms of any Secured Notes Debt other than the Interest Rate applicable 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 a Majority of the 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 Collateral Trustee, the Loan Agent 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 Collateral Trustee, the Loan Agent and the Rating Agency) to each Holder of the proposed Re-Priced Class, which notice shall: