Optional Substitutions Sample Clauses
The Optional Substitutions clause allows one party to replace certain goods, services, or personnel specified in a contract with alternatives, subject to agreed conditions. Typically, this clause outlines the criteria for acceptable substitutes, such as requiring that replacements be of equal or higher quality, and may require prior approval from the other party. Its core practical function is to provide flexibility in fulfilling contractual obligations, ensuring that unforeseen circumstances or availability issues do not prevent performance while maintaining the contract’s standards.
Optional Substitutions. (i) With respect to any Collateral Obligation as to which a Substitution Event has occurred, subject to the limitations set forth in this Section 12.3 (including the Purchase and Substitution Limit), OTF II may, with the agreement of the Issuer, (but shall not be obligated to) either (x) convey to the Issuer one or more Collateral Obligations in exchange for such Collateral Obligation or (y) deposit into the Principal Collection Subaccount an amount equal to the Fair Market Value (or, with respect to any Post-Transition S&P CCC Collateral Obligation, the purchase price that the Issuer paid to acquire such Post-Transition S&P CCC Collateral Obligation) for such Collateral Obligation and then, prior to the expiration of the Substitution Period, convey to the Issuer one or more Collateral Obligations in exchange for the funds so deposited or a portion thereof.
(ii) Any substitution pursuant to this Section 12.3(a) shall be initiated by delivery of written notice in the form of Exhibit E hereto (a “Notice of Substitution”) by OTF II to the Collateral Trustee, the Issuer and the Collateral Manager that OTF II intends to substitute a Collateral Obligation pursuant to this Section 12.3(a) and shall be completed prior to the earliest of: (x) the expiration of forty-five (45) days after delivery of such notice (or, with respect to any Collateral Obligation that is substituted or repurchased solely on the basis of becoming a Post-Transition S&P CCC Collateral Obligation, 15 Business Days from the date on which it became a Post-Transition S&P CCC Collateral Obligation); (y) delivery of written notice to the Collateral Trustee from OTF II stating that OTF II does not intend to convey any additional Substitute Collateral Obligations to the Issuer in exchange for any remaining amounts deposited in the Principal Collection Subaccount under clause (a)(i)(y); or (z) in the case of a Collateral Obligation which has become subject to a Specified Amendment, three Business Days after the effective date set forth in such Specified Amendment (such period described in this clause (ii), the “Substitution Period”).
(iii) Each Notice of Substitution shall specify the Collateral Obligation to be substituted, the reasons for such substitution and the Fair Market Value (or, with respect to any Collateral Obligation that is substituted or repurchased solely on the basis of becoming a Post-Transition S&P CCC Collateral Obligation, the purchase price that the Issuer paid to acquire such C...
Optional Substitutions. (i) With respect to any Collateral Obligation as to which a Repurchase and Substitution Event has occurred, subject to the limitations set forth in this Section 12.3, at any time the Transferor may (but shall not be obligated to) convey to Depositor, and Depositor may (but will not be obligated to) convey to the Issuer, in accordance with the Master Transfer Agreement one or more Collateral Obligations in exchange for such Collateral Obligations.
(ii) Any substitution pursuant to this Section 12.3(a) shall be initiated by delivery of written notice (a “Notice of Substitution”) by the Transferor to the Trustee, Depositor, the Issuer and the Collateral Manager that the Transferor intends to substitute a Collateral Obligation pursuant to this Section 12.3(a) and shall be completed prior to the earliest of: (x) the expiration of 90 days after delivery of such notice; or (y) in the case of a Collateral Obligation which has become subject to a Specified Amendment, the effective date set forth in such Specified Amendment. Each Notice of Substitution shall specify the Collateral Obligation to be substituted and the reasons for such substitution.
(iii) The substitution of any Substitute Collateral Obligation shall be subject to the satisfaction of the Repurchase and Substitution Qualification Conditions as of the date of substitution for each such Collateral Obligation (after giving effect to such substitution).
(iv) Prior to any substitution of a Collateral Obligation, the Collateral Manager shall provide written notice thereof to the Rating Agency.
Optional Substitutions. In no event may the Aggregate Principal Balance of all Collateral Obligations (including any Delinquent Obligations, Restructured Obligations and Defaulted Obligations optionally substituted) optionally substituted by the Issuer for any reason exceed 15% (rounded to the nearest whole number) of the highest value of the Adjusted Pool Balance measured since the Closing Date including the sum of the principal balance of each Additional Collateral Obligation owned by the Issuer (determined as of the date such Additional Collateral Obligation is acquired by the Issuer). Either (A) the Borrowing Base Condition must be satisfied immediately following any substitution or (B) if the Borrowing Base Condition is not satisfied immediately prior to a substitution, such substitution will maintain or lower the difference between the Aggregate Outstanding Amount of the Secured Notes and the Aggregate Borrowing Base. The Aggregate Principal Balance of all Collateral Obligations following any optional substitution must be greater than or equal to the Aggregate Principal Balance of all Collateral Obligations prior to such optional substitution. No substitution shall cause the aggregate principal balance of Recurring Revenue Loans other than Specified Recurring Revenue Loans to be greater than 25% of the aggregate principal balance of all Collateral Obligations plus cash on deposit in the Reinvestment Collection Subaccount. Funds must be added to the Collection Account (including via contributions from holders of the Subordinated Notes) to account for the related decrease in the Class A Borrowing Base and Aggregate Borrowing Base ahead of any reinvestments or distributions to holders of Subordinated Notes.
Optional Substitutions. With respect to any Collateral Obligation as to which a Substitution Event has occurred, subject to the limitations set forth in this Section 12.3 (including the Purchase and Substitution Limit), ORCCOBDC may (but shall not be obligated to) either (x) convey to the Issuer one or more Collateral Obligations in exchange for such Collateral Obligation or (y) deposit into the Principal Collection Subaccount an amount equal to the Fair Market Value (or, with respect to any Post-Transition S&P CCC Collateral Obligation, the purchase price that the Issuer paid to acquire such Post-Transition S&P CCC Collateral Obligation) for such Collateral Obligation and then, prior to the expiration of the Substitution Period, convey to the Issuer one or more Collateral Obligations in exchange for the funds so deposited or a portion thereof.
Optional Substitutions. (i) With respect to any Collateral Obligation as to which a Substitution Event has occurred, subject to the limitations set forth in this Section 12.3 (including the Purchase and Substitution Limit), ORCC may (but shall not be obligated to) either (x) convey to the Issuer one or more Collateral Obligations in exchange for such Collateral Obligation or (y) deposit into the Principal Collection Subaccount an amount equal to the Fair Market Value (or, with respect to any Post-Transition S&P CCC Collateral Obligation, the purchase price that the Issuer paid to acquire such Post-Transition S&P CCC Collateral Obligation) for such Collateral Obligation and then, prior to the expiration of the Substitution Period, convey to the Issuer one or more Collateral Obligations in exchange for the funds so deposited or a portion thereof.
(ii) Any substitution pursuant to this Section 12.3(a) shall be initiated by delivery of written notice in the form of Exhibit E hereto (a “Notice of Substitution”) by ORCC to the Trustee, the Issuer and the Collateral Manager that ORCC intends to substitute a Collateral Obligation pursuant to this -149-
Optional Substitutions. In no event may the Pool Balance (including any Delinquent Obligations, Restructured Obligations and Defaulted Obligations) optionally substituted by the Issuer for any reason exceed 15% (rounded to the nearest whole number) of the highest value of the Adjusted Pool Balance measured since the Closing Date. Either (A) the Borrowing Base Condition must be satisfied immediately following any substitution or (B) if the Borrowing Base Condition is not satisfied immediately prior to a substitution, such substitution will maintain or lower the difference between the Aggregate Outstanding Amount of the Secured Notes and the Aggregate Borrowing Base. Each substituted Asset must satisfy the Investment Criteria as of its Cutoff Date, and each substituted Collateral Obligation must have an Internal Vista Risk Rating of no worse than the Internal Vista Risk Rating of the Asset it is replacing as of (x) if such Collateral Obligation had an Internal Vista Risk Rating of 2 or worse on the Cutoff Date therefor, such Cutoff Date or (y) if such Collateral Obligation had an Internal Vista Risk Rating of 1 on the Cutoff Date therefor, the related substitution date; provided that, in the case of this clause (y), the substituted asset must have an Internal Vista Risk Rating of 2 or better as of such substitution date. The Pool Balance following any optional substitution must be greater than or equal to the Pool Balance prior to such optional substitution. Each substituted Collateral Obligation must satisfy the Investment Criteria as of its Cutoff Date.
Optional Substitutions. With respect to any Collateral Obligation as to which a Substitution Event has occurred, subject to the limitations set forth in this Section 12.3, the Transferor may (but shall not be obligated to) either (x) convey to the Retention Holder (and cause the Retention Holder to contemporaneously convey to the Issuer) one or more Collateral Obligations in exchange for such Collateral Obligation or (y) deposit into the Principal Collection Subaccount the Transfer Deposit Amount with respect to such Collateral Obligation and then, prior to the expiration of the Substitution Period, convey to the Retention Holder (and cause the Retention Holder to contemporaneously convey to the Issuer) one or more Collateral Obligations in exchange for the funds so deposited or a portion thereof.
Optional Substitutions. In no event may the Aggregate Principal Balance of all Collateral Obligations (including any Delinquent Obligations, Restructured Obligations and Defaulted Obligations optionally substituted) optionally substituted by the Issuer for any reason exceed 15% (rounded to the nearest whole number) of the highest value of the Adjusted Pool Balance measured since the Closing Date. Either (A) the Borrowing Base Condition must be satisfied immediately following any substitution or (B) if the Borrowing Base Condition is not satisfied immediately prior to a substitution, such substitution will maintain or lower the difference between the Aggregate Outstanding Amount of the Class A Notes and the Borrowing Base. The Aggregate Principal Balance of all Collateral Obligations following any optional substitution must be greater than or equal to the Aggregate Principal Balance of all Collateral Obligations prior to such optional substitution. Funds must be added to the Collection Account (including via contributions from holders of the Subordinated Notes) to account for the related decrease in the Borrowing Base ahead of any reinvestments or distributions to holders of Subordinated Notes.
Optional Substitutions. (a) The Buyer may, with the consent of the Administrative Agent in its sole discretion, request that the Seller replace any Transferred Loan with a Substitute Loan, subject to the satisfaction of the conditions set forth in Section 10.03 and 10.04 of the Credit Agreement. For the avoidance of doubt, the Seller shall have no right or obligation to replace any Transferred Loan with a Substitute Loan.
(b) Upon confirmation of the delivery of a Substitute Loan for each applicable Collateral Loan being substituted for (the date of such confirmation or delivery, the “Retransfer Date”), each applicable Transferred Loan being substituted for shall be transferred to the Seller and the applicable Substitute Loan(s) shall be transferred to the Buyer. On the Retransfer Date of a Transferred Loan, the Buyer shall automatically and without further action be deemed to release and transfer to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in, to and under such Transferred Loan being substituted for. The Buyer shall execute such documents and instruments of transfer as may be prepared by the Collateral Manager, on behalf of the Buyer, and take other such actions as shall reasonably be requested by the Seller to effect the transfer of such Transferred Loan pursuant to this Section 6.2.