Common use of Repurchase or Substitution of Warranty Collateral Loans Clause in Contracts

Repurchase or Substitution of Warranty Collateral Loans. In the event of a breach of Section 4.10, Section 4.14 or Section 4.19 or of a material breach of any other representation, warranty, undertaking or covenant set forth in Article IV or Article V with respect to a Collateral Loan (each such Collateral Loan, a “Warranty Collateral Loan”), no later than 30 days after the earlier of (x) knowledge of such breach on the part of the Borrower or the Services Provider and (y) receipt by the Borrower or the Services Provider of written notice thereof given by the Administrative Agent, the Borrower shall cause the Seller to either (a) repurchase such Warranty Collateral Loans at the applicable Repurchase Price or (b) substitute for such Warranty Collateral Loan one or more Collateral Loans with an aggregate Principal Balance at least equal to the Repurchase Price of the Warranty Collateral Loan(s) being replaced; provided that, any such substituted Collateral Loan satisfies the Eligibility Criteria and may otherwise be purchased pursuant to the Sale and Contribution Agreement; provided, further, that no such repurchase or substitution shall be required to be made with respect to any Warranty Collateral Loan (and such Collateral Loan shall cease to be a Warranty Collateral Loan) if, on or before the expiration of such 30-day period, either (i) the representations, warranties, undertakings and covenants set forth in Article IV and Article V with respect to such Warranty Collateral Loan shall be made true and correct in all material respects with respect to such Warranty Collateral Loan as if such Warranty Collateral Loan had become part of the Collateral on such day, as applicable, or (ii) the Overcollateralization Ratio Test is satisfied.

Appears in 2 contracts

Samples: Credit Agreement (Owl Rock Technology Finance Corp.), Credit Agreement (Owl Rock Technology Finance Corp.)

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Repurchase or Substitution of Warranty Collateral Loans. In the event of a breach of Section 4.10, Section 4.14 or Section 4.19 or of a material breach of any other representation, warranty, undertaking or covenant set forth in Article IV or Article V with respect to a Collateral Loan (each such Collateral Loan, a “Warranty Collateral Loan”), no later than 30 days after the earlier of (x) knowledge of such breach on the part of the Borrower or the Services Provider and (y) receipt by the Borrower or the Services Provider of written notice thereof given by the Administrative Agent, the Borrower shall cause the Seller to either (a) repurchase such Warranty Collateral Loans at the applicable Repurchase Price or (b) substitute for such Warranty Collateral Loan one or more Collateral Loans with an aggregate Principal Balance at least equal to the Repurchase Price of the Warranty Collateral Loan(s) being replaced; provided that, any such substituted Collateral Loan satisfies the Eligibility Criteria and may otherwise be purchased pursuant to the Sale and Contribution Agreement; provided, further, that no such repurchase or substitution shall be required to be made with respect to any Warranty Collateral Loan (and such Collateral Loan shall cease to be a Warranty Collateral Loan) if, on or before the expiration of such 30-day period, either (i) the representations, warranties, undertakings and covenants set forth in Article IV and Article V with respect to such Warranty Collateral Loan shall be made true and correct in all material respects with respect to such Warranty Collateral Loan as if such Warranty Collateral Loan had become part of the Collateral on such day, as applicable, or (ii) the Overcollateralization Ratio Test is satisfied.

Appears in 1 contract

Samples: Credit Agreement (Owl Rock Capital Corp)

Repurchase or Substitution of Warranty Collateral Loans. In the event of a breach of Section 4.10, Section 4.14 or Section 4.19 or of a material breach of any other representation, warranty, undertaking or covenant set forth in Article IV or Article V with respect to a Collateral Loan (each such Collateral Loan, a “Warranty Collateral Loan”), no later than 30 days after the earlier of (x) knowledge of such breach on the part of the Borrower or the Services Provider and (y) receipt by the Borrower or the Services Provider of written notice thereof given by the Administrative Agent, the Borrower shall cause the Seller to either (a) repurchase such Warranty Collateral Loans at the applicable Repurchase Price or (b) substitute for such Warranty Collateral Loan one or more Collateral Loans with an aggregate Principal Balance at least equal to the Repurchase Price of the Warranty Collateral Loan(s) being replaced; provided that, any such substituted Collateral Loan satisfies the Eligibility Criteria and may otherwise be purchased pursuant to the Sale and Contribution Agreement; provided, further, that no such repurchase or substitution shall be required to be made with respect to any Warranty Collateral Loan (and such Collateral Loan shall cease to be a Warranty Collateral Loan) if, on or before the expiration of such 30-day period, either (i) the representations, warranties, warranties undertakings and covenants set forth in Article IV and Article V with respect to such Warranty Collateral Loan shall be made true and correct in all material respects with respect to such Warranty Collateral Loan as if such Warranty Collateral Loan had become part of the Collateral on such day, as applicable, or (ii) the Overcollateralization Ratio Test is satisfied.

Appears in 1 contract

Samples: Credit Agreement (Owl Rock Capital Corp)

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Repurchase or Substitution of Warranty Collateral Loans. In the event of a breach of Section 4.10, Section 4.14 or Section 4.19 or of a material breach of any other representation, warranty, undertaking or covenant set forth in Article IV or Article V with respect to a Collateral Loan (each such Collateral Loan, a “Warranty Collateral Loan”), no later than 30 days after the earlier of (x) knowledge of such breach on the part of the Borrower or the Services Provider and (y) receipt by the Borrower or the Services Provider of written notice thereof given by the Administrative Agent, the Borrower shall cause the applicable Seller to either (a) repurchase such Warranty Collateral Loans at the applicable Repurchase Price or (b) substitute for such Warranty Collateral Loan one or more Collateral Loans with an aggregate Principal Balance at least equal to the Repurchase Price of the Warranty Collateral Loan(s) being replaced; provided that, any such substituted Collateral Loan satisfies the Eligibility Criteria and may otherwise be purchased pursuant to the Sale and Contribution Agreement; provided, further, that no such repurchase or substitution shall be required to be made with respect to any Warranty Collateral Loan (and such Collateral Loan shall cease to be a Warranty Collateral Loan) if, on or before the expiration of such 30-day period, either (i) the representations, warranties, undertakings and covenants set forth in Article IV and Article V with respect to such Warranty Collateral Loan shall be made true and correct in all material respects with respect to such Warranty Collateral Loan as if such Warranty Collateral Loan had become part of the Collateral on such day, as applicable, or (ii) the Overcollateralization Ratio Test is satisfied.

Appears in 1 contract

Samples: Credit Agreement (Blue Owl Technology Income Corp.)

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