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v) the appropriate number of Preferred Shares are being issued to each Preferred Share Purchaser in connection with such capital call. Prior to the Refinancing, the Issuer may make capital calls for any reason, provided that the proceeds of such Contributions are used in accordance with the Initial Facilit

urchaser party thereto, and the Preferred Share Agent. Sufficiency of Contributions (and compliance with the conditions precedent to funding under the Initial Facility) will be a condition to any further funding of the Initial Facility. It is expected that capital calls will be made in order to maintain sufficient

Shares will be subject to redemption in whole, subject to the availability of funds therefor pursuant to the Priority of Payments. In the case of a Refinancing, the Preferred Shares will not be redeemed but instead will remain outstanding in accordance with the terms of the Refinancing. The Preferred Shar

ange, control, tax, legal or regulatory considerations otherwise require. The Preferred Shares are subordinated and junior in rights of payment to the Initial Facility and to the payment on each Payment Date of all other amounts due from the Issuer or the Co-Issuer under the Transaction Agreements to which the Iss

f any required liquidation of the Collateral Obligations in connection with the redemption of the Facility. After the Non-Call Period related to the Refinancing, the Issuer at its option may, in each case acting at the direction of the Majority Preferred Shareholders, effect an [[Optional Principal Prepaymen

rial adverse effect upon the Preferred Shares, particularly if the Collateral Obligations are subject to liquidation. In particular, with respect to the Initial Facility, (i) the Instructing Party may designate an Optional Early Maturity Date as early as [e], which would require repayment of the Initial Facility on s

zational Expenses permitted to be collected from Preferred Share Purchasers is significantly limited with respect to the funding of the costs of any Refinancing and could limit the ability of the Issuer to complete a Refinancing. A Refinancing will only be effective if the conditions set forth in the PS Issu

ent of an Optional Principal Prepayment. Refinancing Risks The Issuer, acting upon the direction of the Majority Preferred Shareholders, may redeem the Initial Facility in full in connection with an Optional Principal Prepayment or a Refinancing. There can be no assurance that, upon any such redemption, the Sale Pr

nt and start-up of the Issuer on or prior to the Effective Date, (ii) the establishment of the Initial Facility, and (iii) the establishment of any Refinancing, in each case including expenses incurred for such purposes by or on behalf of the respective counsel to each of the Issuer, the Portfolio Advisor,

urred in connection with (i) the organization, establishment and start-up of the Issuer on or prior to the Effective Date, (ii) the establishment of the Initial Facility, and (iii) the establishment of any Refinancing, in each case including expenses incurred for such purposes by or on behalf of the respective couns