Common use of Substitutions Clause in Contracts

Substitutions. The Borrower may, with the consent of the Administrative Agent in its sole discretion and subject to clauses (e) and (f) below, replace any Loan with an Additional Loan (each such sale and reinvestment, a “Substitution”) so long as (i) no Event of Default has occurred and is continuing and, immediately after giving effect to such Substitution, no Default or Event of Default shall have occurred, (ii) each substitute Additional Loan acquired by the Borrower in connection with a Substitution shall be an Eligible Loan, (iii) all applicable conditions precedent set forth in Section 3.2 have been satisfied with respect to each Additional Loan to be acquired by the Borrower in connection with such Substitution and (iv) immediately after giving effect to such Substitution, there shall not exist a Borrowing Base Deficiency; provided that, notwithstanding anything to the contrary set forth in Section 3.2, in the event a Borrowing Base Deficiency shall have existed immediately prior to giving effect to such Substitution, the Borrower may effect a Substitution so long as, immediately after giving effect to such Substitution and any other sale or transfer substantially contemporaneous therewith, the Borrowing Base Deficiency is reduced and the Assigned Value of any Additional Loan shall be set by Administrative Agent in connection with such Substitution.

Substitutions. The Borrower may, with the consent of the Administrative Agent in its sole discretion and subject Subject to clauses (eSections 2.14(e) and (f), the Borrower (x) belowmay, replace during the Reinvestment Period, sell any Loan and replace such Loan with an Additional another Loan (each such sale and reinvestmentreplacement, a “Substitution”) and (y) shall, to the extent a Substitution is required under the Sale Agreement, effect a Substitution, in each case so long as (i) no Event of Default has occurred and is continuing and, immediately after giving effect to such Substitution, no Default or Event of Default shall have occurred, (ii) each substitute Additional Loan acquired by the Borrower in connection with a Substitution shall be an Eligible Loan, (iii) 100% of the proceeds from the sale of the Loan(s) to be replaced in connection with such Substitution are either applied by the Borrower to acquire the substitute Loan(s) or deposited in the Collection Account, (iv) all applicable conditions precedent set forth in Section 3.2 have been satisfied with respect to each Additional substitute Loan to be acquired by the Borrower in connection with such Substitution and (ivv) immediately after giving effect to such Substitution, there shall not exist a no Borrowing Base DeficiencyDeficiency exists; provided that, notwithstanding anything to the contrary set forth in Section 3.2, in the event a Borrowing Base Deficiency shall have existed immediately prior to giving effect to such Substitution, the Borrower may effect a Substitution so long as, immediately after giving effect to such Substitution and any other sale or transfer substantially contemporaneous therewith, the such Borrowing Base Deficiency is reduced and the Assigned Value of any Additional Loan shall be set by Administrative Agent in connection with such Substitutionor cured.

Substitutions. The Subject to Sections 2.07(c) and (d), during the Reinvestment Period the Borrower may, with or to the consent of extent a Substitution is required under the Administrative Agent in its sole discretion Purchase and subject to clauses (e) Sale Agreement, shall sell and (f) below, replace or exchange any Loan with an Additional another Eligible Loan (each such sale and reinvestmentreplacement or exchange, a “Substitution”) so long as (i) no Event of Default has occurred and is continuing and, immediately after giving effect to such Substitution, no Event of Default, Unmatured Event of Default or Collateral Manager Event of Default shall have occurredoccurred and be continuing, (ii) each substitute Additional Loan acquired by the Borrower in connection with a Substitution shall be an Eligible Loan, (iii) 100% of the proceeds from the sale or exchange of the Loan(s) to be replaced in connection with such Substitution are either applied by the Borrower to acquire the substitute Loan(s) or deposited in the Collection Account, (iv) all applicable conditions precedent set forth in Section 3.2 3.02 have been satisfied with respect to each Additional Loan to be acquired by the Borrower in connection with such Substitution and (ivv) immediately after giving effect to such Substitution, there shall not exist a no Borrowing Base DeficiencyDeficiency exists; provided that, notwithstanding anything to the contrary set forth in Section 3.23.02, in the event a Borrowing Base Deficiency shall have existed immediately prior to giving effect to such Substitution, the Borrower may effect a Substitution so long as, immediately after giving effect to such Substitution and any other sale or transfer action taken pursuant to Section 2.06 substantially contemporaneous therewith, the such Borrowing Base Deficiency is reduced and the Assigned Value of any Additional Loan shall be set by Administrative Agent in connection with such Substitutionor cured.

Substitutions. The Borrower may, with the consent of the Administrative Agent in its sole discretion and subject Subject to clauses (eSections 2.14(e) and (f), each Loan Party (x) belowmay, replace during the Reinvestment Period, sell any Loan and replace such Loan with an Additional another Loan (each such sale and reinvestmentreplacement, a “Substitution”) and (y) shall, to the extent a Substitution is required under a Sale Agreement, effect a Substitution, in each case so long as (i) no Event of Default has occurred and is continuing and, immediately after giving effect to such Substitution, no Default or Event of Default shall have occurred, (ii) each substitute Additional Loan acquired by the Borrower such Loan Party in connection with a Substitution shall be an Eligible Loan, (iii) 100% of the proceeds from the sale of the Loan(s) to be replaced in connection with such Substitution are either applied by such Loan Party to acquire the substitute Loan(s) or deposited in the Collection Account, (iv) all applicable conditions precedent set forth in Section 3.2 have been satisfied with respect to each Additional substitute Loan to be acquired by the Borrower such Loan Party in connection with such Substitution and (ivv) immediately after giving effect to such Substitution, there shall not exist a no Borrowing Base DeficiencyDeficiency exists; provided that, notwithstanding anything to the contrary set forth in Section 3.2, in the event a Borrowing Base Deficiency shall have existed immediately prior to giving effect to such Substitution, the Borrower such Loan Party may effect a Substitution so long as, immediately after giving effect to such Substitution and any other sale or transfer substantially contemporaneous therewith, the such Borrowing Base Deficiency is reduced and the Assigned Value of any Additional Loan shall be set by Administrative Agent in connection with such Substitutionor cured.

Substitutions. The Subject to Section 2.07(d), the Borrower may, with the consent may sell any Collateral Asset to any Person and replace such Collateral Asset by effecting an Addition of the Administrative Agent in its sole discretion and subject to clauses (e) and (f) below, replace any Loan with an Additional Loan another Eligible Collateral Asset (each such sale and reinvestmentAddition, a “Substitution”) so long as (i) no Event of Default has occurred and is continuing and, immediately after giving effect to such Substitution, no Default or Event of Default shall have occurred, (ii) each substitute Additional Loan Collateral Asset acquired by the Borrower in connection with a Substitution shall be an Eligible LoanCollateral Asset, (ii) 100% of the proceeds from the sale of the Collateral Asset(s) to be replaced in connection with such Substitution are either applied by the Borrower to acquire the substitute Collateral Asset(s) or deposited in the applicable Principal Collection Account, (iii) all applicable conditions precedent set forth in Section 3.2 3.02 have been satisfied with respect to each Additional Loan Collateral Asset to be acquired by the Borrower in connection with such Substitution and (iv) immediately after giving effect to such Substitution, there shall not exist a Borrowing Base Deficiency; provided that, notwithstanding anything to the contrary set forth in Section 3.23.02, in the event a Borrowing Base Deficiency shall have existed immediately prior to giving effect to such Substitution, the Borrower may effect a Substitution so long as, immediately after giving effect to such Substitution and any other sale or transfer action taken pursuant to Section 2.06 substantially contemporaneous therewith, the such Borrowing Base Deficiency is reduced and the Assigned Value of any Additional Loan shall be set by Administrative Agent in connection with such Substitution.or cured. (b)

Substitutions. The Subject to Section 2.07(d), during the Revolving Period the Borrower maymay sell any Loan to any Person, with the consent including Affiliates of the Administrative Agent in its sole discretion Transferor, and subject to clauses (e) and (f) below, replace any such Loan with by effecting an Additional Addition of another Eligible Loan Asset (each such sale and reinvestmentAddition, a “Substitution”) so long as (i) no Event of Default has occurred and is continuing and, immediately after giving effect to such Substitution, no Unmatured Event of Default or Event of Default shall have occurred, (ii) each substitute Additional Loan acquired by the Borrower in connection with a Substitution shall be an Eligible LoanLoan Asset, (iii) 100% of the proceeds from the sale of the Loan(s) to be replaced in connection with such Substitution are either applied by the Borrower to acquire the substitute Loan(s) or deposited in the Collection Account, (iv) all applicable conditions precedent set forth in Section 3.2 3.02 have been satisfied with respect to each Additional Loan to be acquired by the Borrower in connection with such Substitution Substitution, and (ivv) immediately after giving effect to such Substitution, there shall not exist a no Borrowing Base DeficiencyDeficiency exists; provided that, notwithstanding anything to the contrary set forth in Section 3.23.02, in the event a Borrowing Base Deficiency shall have existed immediately prior to giving effect to such Substitution, the Borrower may effect a Substitution so long as, immediately after giving effect to such Substitution and any other sale or transfer action taken pursuant to Section 2.06 substantially contemporaneous therewith, the such Borrowing Base Deficiency is reduced and the Assigned Value of any Additional Loan shall be set by Administrative Agent in connection with such Substitutionor cured.

Substitutions. The Borrower may, with the consent of the Administrative Agent in its sole discretion and subject to clauses (e) and (f) below, replace any Loan with an Additional Loan (each such sale and reinvestment, a “Substitution”) so long as (i) no Event of Default has occurred and is continuing and, immediately after giving effect to such Substitution, no Default or Event of Default shall have occurred, (ii) each substitute Additional Loan acquired by the Borrower in connection with a Substitution shall be an Eligible Loan, (iii) all applicable conditions precedent set forth in Section 3.2 have been satisfied with respect to each Additional Loan to be acquired by the Borrower in connection with such Substitution and (iv) immediately after giving effect to such Substitution, there shall not exist a Borrowing Base Deficiency; provided that, notwithstanding anything to the contrary set forth in Section 3.2, in the event a Borrowing Base Deficiency shall have existed immediately prior to giving effect to such Substitution, the Borrower may effect a Substitution so long as, immediately after giving effect to such Substitution and any other sale or transfer substantially contemporaneous therewith, the Borrowing Base Deficiency is reduced and the Assigned Value of any Additional Loan shall be set by Administrative Agent in connection with such Substitution.. [Investcorp] Loan and Security Agreement

Substitutions. The Borrower may, with a copy to the consent of the Administrative Agent in its sole discretion and Collateral Custodian, subject to clauses (e) and (f) below, replace any Loan with an Additional another Loan (each such sale and reinvestment, a “Substitution”) so long as (i) no Collateral Manager Termination Event or Event of Default has occurred and is continuing and, immediately after giving effect to such Substitution, no Collateral Manager Termination Event, Default or Event of Default shall have occurred, (ii) each substitute Additional Loan acquired by the Borrower in connection with a Substitution shall be an Eligible Loan, (iii) all applicable conditions precedent set forth in Section 3.2 have been satisfied with respect to each Additional Loan to be acquired by the Borrower in connection with such Substitution and (iv) immediately after giving effect to such Substitution, there shall not exist a Borrowing Base Deficiency; provided that, notwithstanding anything to the contrary set forth in Section 3.2, in the event a Borrowing Base Deficiency shall have existed immediately prior to giving effect to such Substitution, the Borrower may effect a Substitution so long as, immediately after giving effect to such Substitution and any other sale or transfer or other action taken in accordance with Section 2.6 substantially contemporaneous therewith, the Borrowing Base Deficiency is reduced and the Assigned Value of any Additional Loan shall be set by Administrative Agent in connection with such Substitutionto zero ($0).

Substitutions. The Subject to Sections 2.07(c) and (d), during the Reinvestment Period the Borrower may, with or to the consent of extent a Substitution is required under the Administrative Agent in its sole discretion Purchase and subject to clauses (e) Sale Agreement, shall sell and (f) below, replace or exchange any Loan with an Additional another Eligible Loan (each such sale and reinvestmentreplacement or exchange, a “Substitution”) so long as (i) no Event of Default has occurred and is continuing and, immediately after giving effect to such Substitution, no Default or Event of Default, Unmatured Event of Default or Facility Amortization Event shall have occurredoccurred and be continuing, (ii) each substitute Additional Loan acquired by the Borrower in connection with a Substitution shall be an Eligible Loan, (iii) 100% of the proceeds from the sale or exchange of the Loan(s) to be replaced in connection with such Substitution are either applied by the Borrower to acquire the substitute Loan(s) or deposited in the Collection Account, (iv) all applicable conditions precedent set forth in Section 3.2 3.02 have been satisfied with respect to each Additional Loan to be acquired by the Borrower in connection with such Substitution and (ivv) immediately after giving effect to such Substitution, there shall not exist a no Borrowing Base DeficiencyDeficiency exists; provided that, notwithstanding anything to the contrary set forth in Section 3.23.02, in the event a Borrowing Base Deficiency shall have existed immediately prior to giving effect to such Substitution, the Borrower may effect a Substitution so long as, immediately after giving effect to such Substitution and any other sale or transfer action taken pursuant to Section 2.06 substantially contemporaneous therewith, the such Borrowing Base Deficiency is reduced and the Assigned Value of any Additional Loan shall be set by Administrative Agent in connection with such Substitutionor cured.

Substitutions. The Borrower may, with the consent of the Administrative Agent in its sole discretion and subject Subject to clauses (eSections 2.14(e) and (f), upon not less than two (2) belowBusiness Days’ prior written notice to the Administrative Agent (with a copy to the Collateral Agent and the Lenders), the Equity Investor (or the Borrower at the Equity Investor’s discretion) may, during the Reinvestment Period, replace any Loan with an Additional another Loan (each such sale and reinvestment, a “Substitution”) so long as (i) no Default or Event of Default has occurred and is continuing and, immediately after giving effect to such Substitution, no Default or Event of Default shall have occurred, (ii) each substitute Additional Loan acquired by the Borrower in connection with a Substitution shall be an Eligible Loan, (iii) 100% of the proceeds from the sale of the Loan(s) to be replaced in connection with such Substitution are either applied by the Borrower to acquire the substitute Loan(s) or deposited in the Collection Account, (iv) all applicable conditions precedent set forth in Section 3.2 have been satisfied with respect to each Additional substitute Loan to be acquired by the Borrower in connection with such Substitution Substitution, and (ivv) immediately after giving effect to such Substitution, there shall not exist a no Borrowing Base DeficiencyDeficiency exists; provided that, notwithstanding anything to the contrary set forth in Section 3.2, in the event a Borrowing Base Deficiency shall have existed immediately prior to giving effect to such Substitution, the Borrower may effect a Substitution so long as, immediately after giving effect to such Substitution and any other sale or transfer substantially contemporaneous therewith, the such Borrowing Base Deficiency is reduced and the Assigned Value of any Additional Loan shall be set by Administrative Agent in connection with such Substitution.or cured. (c)

Substitutions. The Borrower may, with the consent of the Administrative Agent in its sole discretion and subject Subject to clauses (eSections 2.14(e) and (f), upon not less than two (2) belowBusiness Days’ prior written notice to the Administrative Agent (with a copy to the Collateral Agent and the Lenders), the Equity Investor (or the Borrower at the Equity Investor’s discretion) may, during the Reinvestment Period, replace any Loan with an Additional another Loan (each such sale and reinvestment, a “Substitution”) so long as (i) no Default or Event of Default has occurred and is continuing and, immediately after giving effect to such Substitution, no Default or Event of Default shall have occurred, (ii) each substitute Additional Loan acquired by the Borrower in connection with a Substitution shall be an Eligible Loan, (iii) 100% of the proceeds from the sale of the Loan(s) to be replaced in connection with such Substitution are either applied by the Borrower to acquire the substitute Loan(s) or deposited in the Collection Account, (iv) all applicable conditions precedent set forth in Section 3.2 have been satisfied with respect to each Additional substitute Loan to be acquired by the Borrower in connection with such Substitution Substitution, and (ivv) immediately after giving effect to such Substitution, there shall not exist a no Borrowing Base DeficiencyDeficiency exists; provided that, notwithstanding anything to the contrary set forth in Section 3.2, in the event a Borrowing Base Deficiency shall have existed immediately prior to giving effect to such Substitution, the Borrower may effect a Substitution so long as, immediately after giving effect to such Substitution and any other sale or transfer substantially contemporaneous therewith, the such Borrowing Base Deficiency is reduced and the Assigned Value of any Additional Loan shall be set by Administrative Agent in connection with such Substitutionor cured.

Substitutions. The Borrower may, with the consent of the Administrative Agent in its sole discretion and subject Subject to clauses (eSections 2.14(e) and (f), the Borrower (or the Loan Manager on behalf of the Borrower) belowmay, or to the extent a Substitution is required under a Sale Agreement, shall, sell any Loan and replace any such Loan with an Additional Loan (each such sale and reinvestmentreplacement, a “Substitution”) so long as (i) no Event of Default has occurred and is continuing and, immediately after giving effect to such Substitution, no Default or Event of Default shall have occurred, (ii) each substitute Additional Loan acquired by the Borrower in connection with a Substitution shall be an Eligible Loan, (iii) 100% of the proceeds from the sale of the Loan(s) to be replaced in connection with such Substitution are either applied by the Borrower to acquire the substitute Additional Loan(s) or deposited in the Collection Account, (iv) all applicable conditions precedent set forth in Section 3.2 have been satisfied with respect to each Additional Loan to be acquired by the Borrower in connection with such Substitution and (ivv) immediately after giving effect to such Substitution, there shall not exist a no Borrowing Base DeficiencyDeficiency exists; provided that, notwithstanding anything to the contrary set forth in Section 3.2, in the event a Borrowing Base Deficiency shall have existed immediately prior to giving effect to such Substitution, the Borrower may effect a Substitution so long as, immediately after giving effect to such Substitution and any other sale or transfer substantially contemporaneous therewith, the such Borrowing Base Deficiency is reduced and the Assigned Value of any Additional Loan shall be set by Administrative Agent in connection with such Substitutionor cured.

Substitutions. The Borrower may, with the consent of the Administrative Agent in its sole discretion and subject to clauses (e) and (f) below, replace any Loan with an Additional Loan (each such sale and reinvestment, a “"Substitution”") so long as (i) no Event of Default has occurred and is continuing and, immediately after giving effect to such Substitution, no Default or Event of Default shall have occurred, (ii) each substitute Additional Loan acquired by the Borrower in connection with a Substitution shall be an Eligible Loan, (iii) all applicable conditions precedent set forth in Section 3.2 have been satisfied with respect to each Additional Loan to be acquired by the Borrower in connection with such Substitution and (iv) immediately after giving effect to such Substitution, there shall not exist a Borrowing Base Deficiency; provided that, notwithstanding anything to the contrary set forth in Section 3.2, in the event a Borrowing Base Deficiency shall have existed immediately prior to giving effect to such Substitution, the Borrower may effect a Substitution so long as, immediately after giving effect to such Substitution and any other sale or transfer substantially contemporaneous therewith, the Borrowing Base Deficiency is reduced and the Assigned Value of any Additional Loan shall be set by Administrative Agent in connection with such Substitution.

Substitutions. The Borrower may, with the consent of the Administrative Agent in its sole discretion and subject to clauses (e) and (f) below, replace any Loan with an Additional another Loan (each such sale and reinvestment, a “Substitution”) so long as (i) no Event of Default has occurred and is continuing and, immediately after giving effect to such Substitution, no Default or Event of Default shall have occurred, (ii) each substitute Additional Loan acquired by the Borrower in connection with a Substitution shall be an Eligible Loan, (iii) all applicable conditions precedent set forth in Section 3.2 have been satisfied with respect to each Additional Loan to be acquired by the Borrower in connection with such Substitution and (iv) immediately after giving effect to such Substitution, there shall not exist a Borrowing Base Deficiency; provided that, notwithstanding anything to the contrary set forth in Section 3.2, in the event a Borrowing Base Deficiency shall have existed immediately prior to giving effect to such Substitution, the Borrower may effect a Substitution so long as, immediately after giving effect to such Substitution and any other sale or transfer or other action taken in accordance with Section 2.6 substantially contemporaneous therewith, (x) the Borrowing Base Deficiency is reduced to zero ($0) or (y) such Substitution is otherwise approved by the Administrative Agent in its sole discretion and the Assigned Value of any Additional Loan acquired in connection with such Substitution shall be set by the Administrative Agent in connection with such Substitutionits sole discretion.

Substitutions. The Subject to Sections 2.07(c) and (d), during the Reinvestment Period the Borrower may, with or to the consent of extent a Substitution is required under the Administrative Agent in its sole discretion Purchase and subject to clauses (e) and (f) belowSale Agreement, replace shall sell any Loan and replace such Loan with an Additional another Eligible Loan (each such sale and reinvestmentreplacement, a “Substitution”) so long as (i) no Event of Default has occurred and is continuing and, immediately after giving effect to such Substitution, no Default or Event of Default, Unmatured Event of Default or Collateral Control Event shall have occurredoccurred and be continuing, (ii) each substitute Additional Loan acquired by the Borrower in connection with a Substitution shall be an Eligible Loan, (iii) 100% of the proceeds from the sale of the Loan(s) to be replaced in connection with such Substitution are either applied by the Borrower to acquire the substitute Loan(s) or deposited in the Collection Account, (iv) all applicable conditions precedent set forth in Section 3.2 3.02 have been satisfied with respect to each Additional Loan to be acquired by the Borrower in connection with such Substitution and (ivv) immediately after giving effect to such Substitution, there shall not exist a no Borrowing Base DeficiencyDeficiency exists; provided that, notwithstanding anything to the contrary set forth in Section 3.23.02, in the event a Borrowing Base Deficiency shall have existed immediately prior to giving effect to such Substitution, the Borrower may effect a Substitution so long as, immediately after giving effect to such Substitution and any other sale or transfer action taken pursuant to Section 2.06 substantially contemporaneous therewith, the such Borrowing Base Deficiency is reduced and the Assigned Value of any Additional Loan shall be set by Administrative Agent in connection with such Substitutionor cured.

Substitutions. The Borrower may, with the consent of the Administrative Agent in its sole discretion and subject Subject to clauses (eSections 2.14(e) and (f), the Borrower (x) belowmay, replace during the Reinvestment Period, sell any Loan and replace such Loan with an Additional another Loan (each such sale and reinvestmentreplacement, a “Substitution”) and (y) shall, to the extent a Substitution is required under any Transfer Agreement, effect a Substitution, in each case so long as (i) no Event of Default has occurred and is continuing and, immediately after giving effect to such Substitution, no Default or Event of Default shall have occurred, (ii) each substitute Additional Loan acquired by the Borrower in connection with a Substitution shall be an Eligible Loan, (iii) 100% of the proceeds from the sale of the Loan(s) to be replaced in connection with such Substitution are either applied by the Borrower to acquire the substitute Loan(s) or deposited in the Collection Account, (iv) all applicable conditions precedent set forth in Section 3.2 have been satisfied with respect to each Additional substitute Loan to be acquired by the Borrower in connection with such Substitution and (ivv) immediately after giving effect to such Substitution, there shall not exist a no Borrowing Base DeficiencyDeficiency exists; provided that, notwithstanding anything to the contrary set forth in Section 3.2, in the event a Borrowing Base Deficiency shall have existed immediately prior to giving effect to such Substitution, the Borrower may effect a Substitution so long as, immediately after giving effect to such Substitution and any other sale or transfer substantially contemporaneous therewith, the such Borrowing Base Deficiency is reduced and the Assigned Value of any Additional Loan shall be set by Administrative Agent in connection with such Substitutioncured or reduced.