Switch Option Clause Samples
A Switch Option clause grants one or both parties the right to change from one contractual arrangement or product to another during the term of the agreement. Typically, this clause outlines the conditions, notice requirements, and any fees or adjustments that apply when exercising the switch, such as moving from a fixed-rate to a variable-rate service or changing between different service tiers. Its core practical function is to provide flexibility and adaptability, allowing parties to respond to changing needs or market conditions without renegotiating the entire contract.
Switch Option. Unless Ex-Im Bank otherwise agrees in writing:
(i) Except with respect to replacements of Notes pursuant to Section 5.04(a), Ex-Im Bank will issue a Guarantee Legend or a Guaranteed Note Certificate with respect to a new Note (other than a Serial Note) or Note Series replacing an outstanding Note or Note Series only if the new Note or Note Series, as the case may be, is issued in connection with an exercise of the Switch Option.
(ii) The endorsement of a Guarantee Legend or issuance of a Guaranteed Note Certificate in connection with an exercise of the Switch Option shall be subject to the following limitations:
(A) a single outstanding Note (other than a Serial Note) may only be replaced by multiple new Notes if the outstanding Note has a face amount of at least US$1,000,000 and the replacement Notes are each in a face amount of at least US$500,000;
(B) a single outstanding Serial Note may only be replaced in connection with the replacement of the entire Note Series of which it is a part and a single Note Series may only be replaced by multiple new Note Series if the outstanding Note Series has an aggregate face amount of at least US$1,000,000 and the replacement Note Series are each in an aggregate face amount of at least US$500,000;
(C) replacement Serial Notes may only be issued to the Noteholder of the outstanding Serial Notes being replaced; and
(D) the Lender must be the only Person named as payee on any replacement Note.
(iii) For each new Note or Note Series on which the Lender requests a Guarantee Legend or Guaranteed Note Certificate pursuant to an exercise of the Switch Option, the Lender shall submit the following documents to Ex-Im Bank at least ten (10) Business Days before the date requested for the endorsement of such Guarantee Legend or issuance of such Guaranteed Note Certificate:
(A) the outstanding Note or Note Series that has been replaced or is to be replaced in whole or in part by the new Note or Note Series, provided, that either: (1) such outstanding Note or each Serial Note of such outstanding Note Series bears Ex-Im Bank’s Guarantee Legend; (2) such outstanding Note (if it is not a Serial Note) or such outstanding Note Series is accompanied by the Guaranteed Note Certificate Ex-Im Bank issued with respect to such Note or Note Series; or (3) such outstanding Note, Note Series, or each Serial Note of such outstanding Note Series lacking either Ex-Im Bank’s Guarantee Legend or a Guaranteed Note Certificate is accompanied by Guarant...
Switch Option. Birmingham shall have the one-time option to exchange the Royalty Payments described in sections 2.1 and 2.2 hereof from AGGRASTAT to MC-1, by exercising the Switch Option.