Common use of Optional Substitutions Clause in Contracts

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. (i) With respect to any Collateral Obligation in the Reinvesting Portfolio 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 the Depositor, and the 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 ObligationsObligation. (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, the 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. (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, Issuer in accordance with the Master Transfer Agreement one or more Collateral Obligations in exchange for such Collateral ObligationsObligation. (ii) Any substitution pursuant to this Section 12.3(a) such conveyance of a Substitute Collateral Obligation shall be initiated by delivery of written notice (a “Notice of Substitution”) by the Transferor to the Collateral 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. (iA) With respect to any Collateral Obligation Loan as to which a Repurchase and Substitution Event has occurred, subject to the limitations set forth in this Section 12.310.1(b)(i), at any time other than during a Restricted Trading Period the Transferor Seller may (but shall not be obligated to) convey to Depositor, and Depositor may (but will not be obligated to) convey to the Issuer, Borrower in accordance with the Master Transfer Agreement one or more Collateral Obligations Loans in exchange for such Collateral ObligationsLoan. (iiB) Any substitution pursuant to this Section 12.3(a10.1(b)(i) shall be initiated by delivery of written notice (a “Notice of Substitution”) by the Transferor Seller to the Trustee, DepositorCollateral Agent, the Issuer Borrower and the Collateral Manager that the Transferor BDC intends to substitute a Collateral Obligation Loan pursuant to this Section 12.3(a10.1(b)(i) 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 Loan which has become subject to a Specified AmendmentChange, the effective date set forth in such Specified AmendmentChange. Each Notice of Substitution shall specify the Collateral Obligation Loan to be substituted and the reasons for such substitution. (iiiC) The substitution of any Substitute Collateral Obligation Loan shall be subject to the satisfaction of the Repurchase and Substitution Qualification Conditions as of the date of substitution for each such Collateral Obligation Loan (after giving effect to such substitution). (ivD) Prior to any substitution of a Collateral ObligationLoan, the Collateral Manager shall provide written notice thereof to the Rating Agency.