Class B Buyout Option. (a) Following a Class B Buyout Triggering Event, the Class B Lenders (or any subset of them, each, a “Class B Buyout Group”) shall have the option exercised by delivery of a written notice to the Administrative Agent (a “Class B Buyout Notice”), to purchase all (but not less than all) of the aggregate principal amount of the Class A Advances (at par), together with interest and fees due with respect thereto, and all other Class A Obligations (collectively, the “Class B Buyout Option”). On the date of the Class B Buyout Triggering Event, the Administrative Agent shall deliver to the Class B Lenders written notice specifying the estimated amount of Class A Obligations (including, without limitation, the aggregate principal amount of all Class A Advances and all accrued and unpaid interest and fees with respect thereto) outstanding and unpaid as of the date that is ten (10) Business Days following the date of the Class B Buyout Triggering Event. Unless the Administrative Agent (acting at the direction of the Required Lenders) agrees in writing to a longer time period, the Class B Buyout Option shall be exercisable by any one or more Class B Lenders for a period of ten (10) Business Days (or, if such Class B Lender Group has provided the Administrative Agent with written evidence of a capital call in respect of the Class B Buyout Amount at the time of delivery of the Class B Buyout Notice, fifteen (15) Business Days), commencing on the date of the Class B Buyout Triggering Event (each date succeeding such 10th or 15th Business Day, as the case may be, a “Class B Buyout Option Termination Date”). Prior to the applicable Class B Buyout Option Termination Date, the Class B Buyout Group may exercise the Class B Buyout Option by delivering the Class B Buyout Notice to the Administrative Agent, which notice (i) shall be irrevocable, (ii) shall state that each Class B Lender in the Class B Buyout Group is electing to exercise the Class B Buyout Option (in such allocation as the Class B Buyout Group has agreed) and (iii) shall specify the date on which such right is to be exercised (such date, the “Class B Buyout Exercise Date”), which date shall be a Business Day not more than ten (10) Business Days after receipt by the Administrative Agent of such Class B Buyout Notice. (b) On the Business Day prior to the Class B Buyout Exercise Date, the Administrative Agent shall deliver to the Class B Buyout Group written notice specifying the Class A Obligations (including, without limitation, the aggregate principal amount of all Class A Advances and all accrued and unpaid interest and fees with respect thereto) outstanding and unpaid as of the Class B Buyout Exercise Date (collectively, the “Class B Buyout Amount”). On the Class B Buyout Exercise Date, the Class A Lenders shall sell to the Class B Buyout Group their respective pro rata portions of the Class B Buyout Amount, and the Class B Buyout Group shall purchase from the Class A Lenders, at their respective pro rata portions of the Class B Buyout Amount, all of the Class A Advances. Such Class B Buyout Amount shall be remitted by wire transfer of immediately available funds by the Class B Buyout Group to the Administrative Agent for disbursement to the Class A Lenders. Accrued and unpaid interest on the Class A Advances shall be calculated through the Business Day on which the foregoing purchase and sale shall occur and any amounts received by the Administrative Agent after 11:00 a.m. shall be deemed received on the next Business Day. (c) By delivery of the Class B Buyout Notice, the Class B Buyout Group hereby agrees to indemnify and hold harmless the Administrative Agent and Class A Lenders from and against any loss, liability, claim, damage or expense (including reasonable fees and expenses of legal counsel and indemnification) arising out of any claim asserted by a third party as a direct result of any acts by the members of the Class B Buyout Group occurring after the date of such purchase (but excluding, for the avoidance of doubt, any such loss, liability, claim, damage or expense resulting from the gross negligence, bad faith or willful misconduct of any Class A Lender seeking indemnification). (d) Any purchase pursuant to this Section 6.03 shall be expressly made without representation or warranty of any kind by the Class A Lenders or any other Person acting on their behalf, except that the Class A Lenders shall be deemed to represent and warrant, severally as to its Class A Advances: (i) the amount of such Class A Advances being purchased and that the purchase price and other sums payable by the Class B Buyout Group are true, correct and accurate, (ii) it has all right, title and interest in and to such Class A Advances free and clear of any Liens of such Class A Lender or created or suffered to exist by such Class A Lender, (iii) as to the absence of any claims made or threatened in writing against such Class A Lender related to such Class A Advances, and (iv) such Class A Lender is duly authorized to assign such Class A Advances.

Appears in 5 contracts

Samples: Revolving Credit and Security Agreement (Sezzle Inc.), Revolving Credit and Security Agreement (Sezzle Inc.), Revolving Credit and Security Agreement (Sezzle Inc.)

Class B Buyout Option. (aA) ~~Following a~~ The Administrative Agent shall provide prompt written notice (the “Triggering Event Notice”) to the Class B ~~Buyout Triggering Event~~Lenders if an Event of Default shall have occurred and (i) the Administrative Agent shall have declared the Class A Advances, the Class B Advances and all other Obligations hereunder and thereunder immediately due and payable, (ii) the Administrative Agent shall have commenced enforcement proceedings against the Borrower and the Collateral or (iii) an Event of Default shall be continuing for sixty (60) days and the Administrative Agent shall not have commenced enforcement proceedings against the Borrower and the Collateral; provided, however, that, in no event shall the Administrative Agent be obligated to send to the Class B Lenders more than one (1) Triggering Event Notice in respect of any single event or occurrence as to which such notice relates. The Triggering Event Notice shall include the bank account information for payment of the Class B Buyout Amount and the following (including supporting detail) without duplication: (i) the aggregate principal amount of the Class A Advances, interest and fees with respect thereto (but excluding any prepayment fees or penalties), the fees, expenses and indemnities due the Administrative Agent, and all other Obligations owing to the Class A Lenders then outstanding and unpaid and (ii) the Obligations owing to the Class A Lenders expected to accrue through the Class B Buyout Option Exercise Date (provided that any such amounts that are not earned or actually due and owing as of the Class B Buyout Option Exercise Date shall not be required to be paid on the Class B Buyout Option Exercise Date) and (iii) the amount of all liabilities that have been incurred by the Borrower under Section 10.5 to the Class A Lenders (~~or any subset of them~~such amounts in clause (iii), ~~each~~the “Class A Indemnified Liabilities”, a and such amounts in clauses (i) through (iii), collectively, “Estimated Class B Buyout Amount”). (B) The Class B Lenders shall have the option (the “Class B Buyout ~~Group~~Option”~~) shall have the option~~ ), exercised by delivery of a written notice to the Administrative Agent (a “Class B Buyout Notice”), to purchase all (but not less than all) of the aggregate principal amount of the Class A ~~Advances (at par)~~Advances, together with interest and fees due with respect thereto, and all other Obligations owing to the Class A ~~Obligations~~ Lenders (collectively, the “Class B ~~Buyout Option~~Purchase Rights”). On the date of the Class B Buyout Triggering Event, the Administrative Agent shall deliver to the Class B Lenders written notice specifying the estimated amount of Class A Obligations (including, without limitation, the aggregate principal amount of all Class A Advances and all accrued and unpaid interest and fees with respect thereto) outstanding and unpaid as of the date that is ten (10) Business Days following the date of the Class B Buyout Triggering Event. Unless the Administrative Agent (acting at the direction of the ~~Required~~ Majority Lenders) ), in each case, agrees in writing to a longer time period, the Class B ~~Buyout Option~~ Purchase Right shall be exercisable by any one or more Class B Lenders for a period of ten (10) Business ~~Days (or~~Days, ~~if such Class B Lender Group has provided~~ commencing on the date on which the Administrative Agent provides the Triggering Event Notice (each such date, a “Class B Purchase Right Termination Date”). The Class A Lenders shall retain all rights to be indemnified or held harmless by the Borrower in accordance with ~~written evidence~~ the terms of ~~a capital call in~~ this Agreement with respect to any contingent claims for indemnification or cost reimbursement that are not paid as part of the Class B Buyout Amount at the time of delivery of the Class B Buyout Notice, fifteen (15) Business Days), commencing on the date of the Class B Buyout Triggering Event (each date succeeding such 10th or 15th Business Day, as the case may be, a “Class B Buyout Option Termination Date”)Amount. Prior to the applicable Class B ~~Buyout Option~~ Purchase Right Termination Date, ~~the~~ any one or more Class B ~~Buyout Group~~ Lenders may exercise the Class B Purchase Right (each, a “Buyout ~~Option~~ Class B Lender”) by delivering the Class B Buyout ~~Notice to the Administrative Agent~~Notice, which notice (i) shall be ~~irrevocable~~irrevocable (unless the final Class B Buyout Amount is more than $[***] higher than the Estimated Class B Buyout Amount set forth in the Triggering Event Notice, in which case such Class B Buyout Notice may be revoked in the sole and absolute discretion of the applicable Class B Lender at any time prior to the Class B Buyout Option Exercise Date), (ii) shall state that each such Class B Lender ~~in the Class B Buyout Group~~ is electing to exercise the Class B Purchase Rights (ratably based on the aggregate Class B Commitments of the Non-Conduit Lenders related to each Buyout ~~Option (in~~ Class B Lender over the aggregate Class B Commitments of the Non-Conduit Lenders related to all Buyout Class B Lenders or such other allocation as the related Class B ~~Buyout Group has agreed~~Lenders shall agree) and (iii) shall specify the date on which such right is to be exercised by such Class B Lenders (such date, the “Class B Buyout Option Exercise Date”), which date shall be a Business Day not more than ~~ten~~ fifteen (1015) Business Days after receipt by the Administrative Agent of such ~~Class B Buyout Notice~~notice(s). (bC) On the Business Day prior to the Class B Buyout Option Exercise Date, the Administrative Agent shall deliver to ~~the~~ each Buyout Class B ~~Buyout Group~~ Lender a written notice specifying (without duplication) the aggregate outstanding principal balance of the Class A ~~Obligations (including~~Advances, ~~without limitation, the aggregate principal amount of all Class A Advances and all accrued and unpaid~~ interest and fees with respect ~~thereto~~thereto (but excluding any prepayment fees or penalties) and all other Obligations owing to the Class A Lenders then outstanding and unpaid as of the Class B Buyout Option Exercise Date and, subject to and in accordance with Section 10.5, Class A Indemnified Liabilities then outstanding and unpaid of which it is then aware (collectively, the “Class B Buyout Amount”). On the Class B Buyout Option Exercise Date, the Administrative Agent shall cause the Class A Lenders to sell, and the Class A Lenders shall ~~sell~~ sell, to the Buyout Class B ~~Buyout Group~~ Lenders their respective pro rata portions of the Class B Buyout ~~Amount~~Amounts, and ~~the~~ such Class B ~~Buyout Group~~ Lenders shall purchase from the Class A Lenders, at their respective pro rata portions of the Class B Buyout Amount, all of the Class A Advances. ~~Such~~ The Class ~~B Buyout Amount~~ A Lenders shall ~~be remitted by wire transfer of immediately available funds by the Class B Buyout Group to~~ cooperate with the Administrative Agent ~~for disbursement~~ in effectuating such sales of their respective Class A Advances. (D) Upon the date of such purchase and sale, each Buyout Class B Lender shall (i) pay to the Class A Lenders. Accrued and unpaid interest on the Class A Advances shall be calculated through the Business Day on which the foregoing purchase and sale shall occur and any amounts received by the Administrative Agent after 11:00 a.m. shall be deemed received on the next Business Day. (c) By delivery Lenders its pro rata portion of the Class B Buyout ~~Notice, the Class B Buyout Group hereby agrees~~ Amount therefor and (ii) agree to indemnify and hold harmless the Administrative Agent and the Class A Lenders from and against any loss, liability, claim, damage or expense (including reasonable fees and expenses of legal counsel and indemnification) arising out of any claim asserted by a third party as a direct result of any acts by the ~~members of the~~ Buyout Class B ~~Buyout Group~~ Lenders occurring after the date of such purchase (but excluding, for the avoidance of doubt, any such loss, liability, claim, damage or expense resulting from the gross negligence, bad faith or willful misconduct of the Administrative Agent or any Class A Lender seeking indemnification). The Class B Buyout Amount and other sums shall be remitted by wire transfer of immediately available funds to the bank account set forth in the Triggering Event Notice. In connection with the foregoing purchase, accrued and unpaid interest on the Class A Advances shall be calculated through the Business Day on which such purchase and sale shall occur if the amounts so paid by the Buyout Class B Lenders to the bank account designated by the Class A Lenders are received in such account prior to at before 1:00 P.M., New York time and interest shall be calculated to and include the next Business Day if the amounts so paid by the Buyout Class B Lenders to the bank account designated by the Class A Lenders are received in such account later than 1:00 P.M., New York time. (dE) Any purchase pursuant to this Section ~~6.03~~ 6.3 shall be expressly made without representation or warranty of any kind by the Class A ~~Lenders~~ Lenders, the Administrative Agent or any other Person ~~acting on their behalf~~as to the Obligations owing to the Class A Lenders or otherwise and without recourse to the Class A Lenders, the Administrative Agent or any other Person, except that the Class A Lenders shall ~~be deemed to~~ represent and warrant~~, severally as to its Class A Advances~~: (i) the amount of ~~such~~ Class A Advances being purchased and that the purchase price and other sums payable by the Buyout Class B ~~Buyout Group~~ Lenders are true, correct and ~~accurate~~accurate amounts, (ii) ~~it has~~ that the Class A Lenders shall convey all right, title and interest in and to ~~such~~ the Class A Advances free and clear of any Liens of ~~such~~ the Class A ~~Lender~~ Lenders or created or suffered to exist by ~~such~~ the Class A ~~Lender~~Lenders, (iii) as to the absence of any claims made or threatened in writing against ~~such~~ the Class A ~~Lender~~ Lenders related to ~~such~~ the Class A Advances, and (iv) ~~such~~ the Class A ~~Lender is~~ Lenders are duly authorized to assign ~~such~~ the Class A Advances.

Appears in 3 contracts

Samples: Second Amended and Restated Credit Agreement (Sunnova Energy International Inc.), Credit Agreement (Sunnova Energy International Inc.), Credit Agreement (Sunnova Energy International Inc.)

Class B Buyout Option. (aA) ~~Following a~~ The Administrative Agent shall provide prompt written notice (the “Triggering Event Notice”) to the Class B ~~Buyout Triggering Event~~Lenders if an Event of Default shall have occurred and (i) the Administrative Agent shall have declared the Class A Advances, the Class B Advances and all other Obligations hereunder and thereunder immediately due and payable, (ii) the Administrative Agent shall have commenced enforcement proceedings against the Borrower and the Collateral or (iii) an Event of Default shall be continuing for sixty (60) days and the Administrative Agent shall not have commenced enforcement proceedings against the Borrower and the Collateral; provided, however, that, in no event shall the Administrative Agent be obligated to send to the Class B Lenders more than one (1) Triggering Event Notice in respect of any single event or occurrence as to which such notice relates. The Triggering Event Notice shall include the bank account information for payment of the Class B Buyout Amount and the following (including supporting detail) without duplication: (i) the aggregate principal amount of the Class A Advances, interest and fees with respect thereto (but excluding any prepayment fees or penalties), the fees, expenses and indemnities due the Administrative Agent, and all other Obligations owing to the Class A Lenders then outstanding and unpaid and (ii) the Obligations owing to the Class A Lenders expected to accrue through the Class B Buyout Option Exercise Date (provided that any such amounts that are not earned or actually due and owing as of the Class B Buyout Option Exercise Date shall not be required to be paid on the Class B Buyout Option Exercise Date) and (iii) the amount of all liabilities that have been incurred by the Borrower under Section 10.5 to the Class A Lenders (~~or any subset of them~~such amounts in clause (iii), ~~each~~the “Class A Indemnified Liabilities”, a and such amounts in clauses (i) through (iii), collectively, “Estimated Class B Buyout Amount”). (B) The Class B Lenders shall have the option (the “Class B Buyout ~~Group~~Option”~~) shall have the option~~ ), exercised by delivery of a written notice to the Administrative Agent (a “Class B Buyout Notice”), to purchase all (but not less than all) of the aggregate principal amount of the Class A ~~Advances (at par)~~Advances, together with interest and fees due with respect thereto, and all other Obligations owing to the Class A ~~Obligations~~ Lenders (collectively, the “Class B ~~Buyout Option~~Purchase Rights”). On the date of the Class B Buyout Triggering Event, the Administrative Agent shall deliver to the Class B Lenders written notice specifying the estimated amount of Class A Obligations (including, without limitation, the aggregate principal amount of all Class A Advances and all accrued and unpaid interest and fees with respect thereto) outstanding and unpaid as of the date that is ten (10) Business Days following the date of the Class B Buyout Triggering Event. Unless the Administrative Agent (acting at the direction of the ~~Required~~ Majority Lenders) ), in each case, agrees in writing to a longer time period, the Class B ~~Buyout Option~~ Purchase Right shall be exercisable by any one or more Class B Lenders for a period of ten (10) Business ~~Days (or~~Days, ~~if such Class B Lender Group has provided~~ commencing on the date on which the Administrative Agent provides the Triggering Event Notice (each such date, a “Class B Purchase Right Termination Date”). The Class A Lenders shall retain all rights to be indemnified or held harmless by the Borrower in accordance with ~~written evidence~~ the terms of ~~a capital call in~~ this Agreement with respect to any contingent claims for indemnification or cost reimbursement that are not paid as part of the Class B Buyout Amount at the time of delivery of the Class B Buyout Notice, fifteen (15) Business Days), commencing on the date of the Class B Buyout Triggering Event (each date succeeding such 10th or 15th Business Day, as the case may be, a “Class B Buyout Option Termination Date”)Amount. Prior to the applicable Class B ~~Buyout Option~~ Purchase Right Termination Date, ~~the~~ any one or more Class B ~~Buyout Group~~ Lenders may exercise the Class B Purchase Right (each, a “Buyout ~~Option~~ Class B Lender”) by delivering the Class B Buyout ~~Notice to the Administrative Agent~~Notice, which notice (i) shall be ~~irrevocable~~irrevocable (unless the final Class B Buyout Amount is more than $[***] higher than the Estimated Class B Buyout Amount set forth in the Triggering Event Notice, in which case such Class B Buyout Option Notice may be revoked in the sole and absolute discretion of the applicable Class B Lender at any time prior to the Class B Buyout Option Exercise Date), (ii) shall state that each such Class B Lender ~~in the Class B Buyout Group~~ is electing to exercise the Class B Purchase Rights (ratably based on the aggregate Class B Commitments of the Non-Conduit Lenders related to each Buyout ~~Option (in~~ Class B Lender over the aggregate Class B Commitments of the Non-Conduit Lenders related to all Buyout Class B Lenders or such other allocation as the related Class B ~~Buyout Group has agreed~~Lenders shall agree) and (iii) shall specify the date on which such right is to be exercised by such Class B Lenders (such date, the “Class B Buyout Option Exercise Date”), which date shall be a Business Day not more than ~~ten~~ fifteen (1015) Business Days after receipt by the Administrative Agent of such ~~Class B Buyout Notice~~notice(s). (bC) On the Business Day prior to the Class B Buyout Option Exercise Date, the Administrative Agent shall deliver to ~~the~~ each Buyout Class B ~~Buyout Group~~ Lender a written notice specifying (without duplication) the aggregate outstanding principal balance of the Class A ~~Obligations (including~~Advances, ~~without limitation, the aggregate principal amount of all Class A Advances and all accrued and unpaid~~ interest and fees with respect ~~thereto~~thereto (but excluding any prepayment fees or penalties) and all other Obligations owing to the Class A Lenders then outstanding and unpaid as of the Class B Buyout Option Exercise Date and, subject to and in accordance with Section 10.5, Class A Indemnified Liabilities then outstanding and unpaid of which it is then aware (collectively, the “Class B Buyout Amount”). On the Class B Buyout Option Exercise Date, the Administrative Agent shall cause the Class A Lenders to sell, and the Class A Lenders shall ~~sell~~ sell, to the Buyout Class B ~~Buyout Group~~ Lenders their respective pro rata portions of the Class B Buyout ~~Amount~~Amounts, and ~~the~~ such Class B ~~Buyout Group~~ Lenders shall purchase from the Class A Lenders, at their respective pro rata portions of the Class B Buyout Amount, all of the Class A Advances. ~~Such~~ The Class ~~B Buyout Amount~~ A Lenders shall ~~be remitted by wire transfer of immediately available funds by the Class B Buyout Group to~~ cooperate with the Administrative Agent ~~for disbursement~~ in effectuating such sales of their respective Class A Advances. (D) Upon the date of such purchase and sale, each Buyout Class B Lender shall (i) pay to the Class A Lenders. Accrued and unpaid interest on the Class A Advances shall be calculated through the Business Day on which the foregoing purchase and sale shall occur and any amounts received by the Administrative Agent after 11:00 a.m. shall be deemed received on the next Business Day. (c) By delivery Lenders its pro rata portion of the Class B Buyout ~~Notice, the Class B Buyout Group hereby agrees~~ Amount therefor and (ii) agree to indemnify and hold harmless the Administrative Agent and the Class A Lenders from and against any loss, liability, claim, damage or expense (including reasonable fees and expenses of legal counsel and indemnification) arising out of any claim asserted by a third party as a direct result of any acts by the ~~members of the~~ Buyout Class B ~~Buyout Group~~ Lenders occurring after the date of such purchase (but excluding, for the avoidance of doubt, any such loss, liability, claim, damage or expense resulting from the gross negligence, bad faith or willful misconduct of the Administrative Agent or any Class A Lender seeking indemnification). The Class B Buyout Amount and other sums shall be remitted by wire transfer of immediately available funds to the bank account set forth in the Triggering Event Notice. In connection with the foregoing purchase, accrued and unpaid interest on the Class A LoansAdvances shall be calculated through the Business Day on which such purchase and sale shall occur if the amounts so paid by the Buyout Class B Lenders to the bank account designated by the Class A Lenders are received in such account prior to at before 1:00 xX.xX ., New York time and interest shall be calculated to and include the next Business Day if the amounts so paid by the Buyout Class B Lenders to the bank account designated by the Class A Lenders are received in such Accountaccount later than 1:00 xX.xX ., New York time. (dE) Any purchase pursuant to this Section ~~6.03~~ 6.3 shall be expressly made without representation or warranty of any kind by the Class A ~~Lenders~~ Lenders, the Administrative Agent or any other Person ~~acting on their behalf~~as to the Obligations owing to the Class A Lenders or otherwise and without recourse to the Class A Lenders, the Administrative Agent or any other Person, except that the Class A Lenders shall ~~be deemed to~~ represent and warrant~~, severally as to its Class A Advances~~: (i) the amount of ~~such~~ Class A Advances being purchased and that the purchase price and other sums payable by the Buyout Class B ~~Buyout Group~~ Lenders are true, correct and ~~accurate~~accurate amounts, (ii) ~~it has~~ that the Class A Lenders shall convey all right, title and interest in and to ~~such~~ the Class A Advances free and clear of any Liens of ~~such~~ the Class A ~~Lender~~ Lenders or created or suffered to exist by ~~such~~ the Class A ~~Lender~~Lenders, (iii) as to the absence of any claims made or threatened in writing against ~~such~~ the Class A ~~Lender~~ Lenders related to ~~such~~ the Class A Advances, and (iv) ~~such~~ the Class A ~~Lender is~~ Lenders are duly authorized to assign ~~such~~ the Class A Advances.

Appears in 1 contract

Samples: Credit Agreement (Sunnova Energy International Inc.)

Class B Buyout Option. (aA) ~~Following a~~ The Administrative Agent shall provide prompt written notice (the “Triggering Event Notice”) to the Class B ~~Buyout Triggering Event~~Lenders if an Event of Default shall have occurred and (i) the Administrative Agent shall have declared the Class A Advances, the Class B Advances and all other Obligations hereunder and thereunder immediately due and payable, (ii) the Administrative Agent shall have commenced enforcement proceedings against the Borrower and the Collateral or (iii) an Event of Default shall be continuing for sixty (60) days and the Administrative Agent shall not have commenced enforcement proceedings against the Borrower and the Collateral; provided, however, that, in no event shall the Administrative Agent be obligated to send to the Class B Lenders more than one (1) Triggering Event Notice in respect of any single event or occurrence as to which such notice relates. The Triggering Event Notice shall include the bank account information for payment of the Class B Buyout Amount and the following (including supporting detail) without duplication: (i) the aggregate principal amount of the Class A Advances, interest and fees with respect thereto (but excluding any prepayment fees or penalties), the fees, expenses and indemnities due the Administrative Agent, and all other Obligations owing to the Class A Lenders then outstanding and unpaid and (ii) the Obligations owing to the Class A Lenders expected to accrue through the Class B Buyout Option Exercise Date (provided that any such amounts that are not earned or actually due and owing as of the Class B Buyout Option Exercise Date shall not be required to be paid on the Class B Buyout Option Exercise Date) and (iii) the amount of all liabilities that have been incurred by the Borrower under Section 10.5 to the Class A Lenders (~~or any subset of them~~such amounts in clause (iii), ~~each~~the “Class A Indemnified Liabilities”, a and such amounts in clauses (i) through (iii), collectively, “Estimated Class B Buyout Amount”). (B) The Class B Lenders shall have the option (the “Class B Buyout ~~Group~~Option”~~) shall have the option~~ ), exercised by delivery of a written notice to the Administrative Agent (a “Class B Buyout Notice”), to purchase all (but not less than all) of the aggregate principal amount of the Class A ~~Advances (at par)~~Advances, together with interest and fees due with respect thereto, and all other Obligations owing to the Class A ~~Obligations~~ Lenders (collectively, the “Class B ~~Buyout Option~~Purchase Rights”). On the date of the Class B Buyout Triggering Event, the Administrative Agent shall deliver to the Class B Lenders written notice specifying the estimated amount of Class A Obligations (including, without limitation, the aggregate principal amount of all Class A Advances and all accrued and unpaid interest and fees with respect thereto) outstanding and unpaid as of the date that is ten (10) Business Days following the date of the Class B Buyout Triggering Event. Unless the Administrative Agent (acting at the direction of the ~~Required~~ Majority Lenders) ), in each case, agrees in writing to a longer time period, the Class B ~~Buyout Option~~ Purchase Right shall be exercisable by any one or more Class B Lenders for a period of ~~ten (10)~~ 10 Business ~~Days (or~~Days, ~~if such Class B Lender Group has provided~~ commencing on the date on which the Administrative Agent provides the Triggering [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. Event Notice (each such date, a “Class B Purchase Right Termination Date”). The Class A Lenders shall retain all rights to be indemnified or held harmless by the Borrower in accordance with ~~written evidence~~ the terms of ~~a capital call in~~ this Agreement with respect to any contingent claims for indemnification or cost reimbursement that are not paid as part of the Class B Buyout Amount at the time of delivery of the Class B Buyout Notice, fifteen (15) Business Days), commencing on the date of the Class B Buyout Triggering Event (each date succeeding such 10th or 15th Business Day, as the case may be, a “Class B Buyout Option Termination Date”)Amount. Prior to the applicable Class B ~~Buyout Option~~ Purchase Right Termination Date, ~~the~~ any one or more Class B ~~Buyout Group~~ Lenders may exercise the Class B Purchase Right (each, a “Buyout ~~Option~~ Class B Lender”) by delivering the Class B Buyout ~~Notice to the Administrative Agent~~Notice, which notice (i) shall be ~~irrevocable~~irrevocable (unless the final Class B Buyout Amount is more than $100,000 higher than the Estimated Class B Buyout Amount set forth in the Triggering Event Notice, in which case such Class B Buyout Option Notice may be revoked in the sole and absolute discretion of the applicable Class B Lender at any time prior to the Class B Buyout Option Exercise Date), (ii) shall state that each such Class B Lender ~~in the Class B Buyout Group~~ is electing to exercise the Class B Purchase Rights (ratably based on the aggregate Class B Commitments of the Non-Conduit Lenders related to each Buyout ~~Option (in~~ Class B Lender over the aggregate Class B Commitments of the Non-Conduit Lenders related to all Buyout Class B Lenders or such other allocation as the related Class B ~~Buyout Group has agreed~~Lenders shall agree) and (iii) shall specify the date on which such right is to be exercised by such Class B Lenders (such date, the “Class B Buyout Option Exercise Date”), which date shall be a Business Day not more than ~~ten~~ fifteen (1015) Business Days after receipt by the Administrative Agent of such ~~Class B Buyout Notice~~notice(s). (bC) On the Business Day prior to the Class B Buyout Option Exercise Date, the Administrative Agent shall deliver to ~~the~~ each Buyout Class B ~~Buyout Group~~ Lender a written notice specifying (without duplication) the aggregate outstanding principal balance of the Class A ~~Obligations (including~~Advances, ~~without limitation, the aggregate principal amount of all Class A Advances and all accrued and unpaid~~ interest and fees with respect ~~thereto~~thereto (but excluding any prepayment fees or penalties) and all other Obligations owing to the Class A Lenders then outstanding and unpaid as of the Class B Buyout Option Exercise Date and, subject to and in accordance with Section 10.5, Class A Indemnified Liabilities then outstanding and unpaid of which it is then aware (collectively, the “Class B Buyout Amount”). On the Class B Buyout Option Exercise Date, the Administrative Agent shall cause the Class A Lenders to sell, and the Class A Lenders shall ~~sell~~ sell, to the Buyout Class B ~~Buyout Group~~ Lenders their respective pro rata portions of the Class B Buyout ~~Amount~~Amounts, and ~~the~~ such Class B ~~Buyout Group~~ Lenders shall purchase from the Class A Lenders, at their respective pro rata portions of the Class B Buyout Amount, all of the Class A Advances. ~~Such~~ The Class ~~B Buyout Amount~~ A Lenders shall ~~be remitted by wire transfer of immediately available funds by the Class B Buyout Group to~~ cooperate with the Administrative Agent ~~for disbursement~~ in effectuating such sales of their respective Class A Advances. (D) Upon the date of such purchase and sale, each Buyout Class B Lender shall (i) pay to the Class A Lenders. Accrued and unpaid interest on the Class A Advances shall be calculated through the Business Day on which the foregoing purchase and sale shall occur and any amounts received by the Administrative Agent after 11:00 a.m. shall be deemed received on the next Business Day. (c) By delivery Lenders its pro rata portion of the Class B Buyout ~~Notice, the Class B Buyout Group hereby agrees~~ Amount therefor and (ii) agree to indemnify and hold harmless the Administrative Agent and the Class A Lenders from and against any loss, liability, claim, damage or expense (including reasonable fees and expenses of legal counsel and indemnification) arising out of any claim asserted by a third party as a direct result of any acts by the ~~members of the~~ Buyout Class B ~~Buyout Group~~ Lenders occurring after the date of such purchase (but excluding, for the avoidance of doubt, any such loss, liability, claim, damage or expense resulting from the gross negligence, bad faith or willful misconduct of the Administrative Agent or any Class A [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. Lender seeking indemnification). The Class B Buyout Amount and other sums shall be remitted by wire transfer of immediately available funds to the bank account set forth in the Triggering Event Notice. In connection with the foregoing purchase, accrued and unpaid interest on the Class A Loans shall be calculated through the Business Day on which such purchase and sale shall occur if the amounts so paid by the Buyout Class B Lenders to the bank account designated by the Class A Lenders are received in such account prior to at before 1:00 p.m., New York time and interest shall be calculated to and include the next Business Day if the amounts so paid by the Buyout Class B Lenders to the bank account designated by the Class A Lenders are received in such Account later than 1:00 p.m., New York time. (dE) Any purchase pursuant to this Section ~~6.03~~ 6.3 shall be expressly made without representation or warranty of any kind by the Class A ~~Lenders~~ Lenders, the Administrative Agent or any other Person ~~acting on their behalf~~as to the Obligations owing to the Class A Lenders or otherwise and without recourse to the Class A Lenders, the Administrative Agent or any other Person, except that the Class A Lenders shall ~~be deemed to~~ represent and warrant~~, severally as to its Class A Advances~~: (i) the amount of ~~such~~ Class A Advances being purchased and that the purchase price and other sums payable by the Buyout Class B ~~Buyout Group~~ Lenders are true, correct and ~~accurate~~accurate amounts, (ii) ~~it has~~ that the Class A Lenders shall convey all right, title and interest in and to ~~such~~ the Class A Advances free and clear of any Liens of ~~such~~ the Class A ~~Lender~~ Lenders or created or suffered to exist by ~~such~~ the Class A ~~Lender~~Lenders, (iii) as to the absence of any claims made or threatened in writing against ~~such~~ the Class A ~~Lender~~ Lenders related to ~~such~~ the Class A Advances, and (iv) ~~such~~ the Class A ~~Lender is~~ Lenders are duly authorized to assign ~~such~~ the Class A Advances.

Appears in 1 contract

Samples: Credit Agreement (Sunnova Energy International Inc.)

Class B Buyout Option. (aA) ~~Following a~~ The Administrative Agent shall provide prompt written notice (the “Triggering Event Notice”) to the Class B ~~Buyout Triggering Event~~Lenders if an Event of Default shall have occurred and (i) the Administrative Agent shall have declared the Class A Advances, the Class B Advances and all other Obligations hereunder and thereunder immediately due and payable, (ii) the Administrative Agent shall have commenced enforcement proceedings against the Borrower and the Collateral or (iii) an Event of Default shall be continuing for sixty (60) days and the Administrative Agent shall not have commenced enforcement proceedings against the Borrower and the Collateral; provided, however, that, in no event shall the Administrative Agent be obligated to send to the Class B Lenders more than one (1) Triggering Event Notice in respect of any single event or occurrence as to which such notice relates. The Triggering Event Notice shall include the bank account information for payment of the Class B Buyout Amount and the following (including supporting detail) without duplication: (i) the aggregate principal amount of the Class A Advances, interest and fees with respect thereto (but excluding any prepayment fees or penalties), the fees, expenses and indemnities due the Administrative Agent, and all other Obligations owing to the Class A Lenders then outstanding and unpaid and (ii) the Obligations owing to the Class A Lenders expected to accrue through the Class B Buyout Option Exercise Date (provided that any such amounts that are not earned or actually due and owing as of the Class B Buyout Option Exercise Date shall not be required to be paid on the Class B Buyout Option Exercise Date) and (iii) the amount of all liabilities that have been incurred by the Borrower under Section 10.5 to the Class A Lenders (~~or any subset of them~~such amounts in clause (iii), ~~each~~the “Class A Indemnified Liabilities”, a and such amounts in clauses (i) through (iii), collectively, “Estimated Class B Buyout Amount”). (B) The Class B Lenders shall have the option (the “Class B Buyout ~~Group~~Option”~~) shall have the option~~ ), exercised by delivery of a written notice to the Administrative Agent (a “Class B Buyout Notice”), to purchase all (but not less than all) of the aggregate principal amount of the Class A ~~Advances (at par)~~Advances, together with interest and fees due with respect thereto, and all other Obligations owing to the Class A ~~Obligations~~ Lenders (collectively, the “Class B ~~Buyout Option~~Purchase Rights”). On the date of the Class B Buyout Triggering Event, the Administrative Agent shall deliver to the Class B Lenders written notice specifying the estimated amount of Class A Obligations (including, without limitation, the aggregate principal amount of all Class A Advances and all accrued and unpaid interest and fees with respect thereto) outstanding and unpaid as of the date that is ten (10) Business Days following the date of the Class B Buyout Triggering Event. Unless the Administrative Agent (acting at the direction of the ~~Required~~ Majority Lenders) ), in each case, agrees in writing to a longer time period, the Class B ~~Buyout Option~~ Purchase Right shall be exercisable by any one or more Class B Lenders for a period of ~~ten (10)~~ 10 Business ~~Days (or~~Days, ~~if such Class B Lender Group has provided~~ commencing on the date on which the Administrative Agent provides the Triggering Event Notice (each such date, a “Class B Purchase Right Termination Date”). The Class A Lenders shall retain all rights to be indemnified or held harmless by the Borrower in accordance with ~~written evidence~~ the terms of ~~a capital call in~~ this Agreement with respect to any contingent claims for indemnification or cost reimbursement that are not paid as part of the Class B Buyout Amount at the time of delivery of the Class B Buyout Notice, fifteen (15) Business Days), commencing on the date of the Class B Buyout Triggering Event (each date succeeding such 10th or 15th Business Day, as the case may be, a “Class B Buyout Option Termination Date”)Amount. Prior to the applicable Class B ~~Buyout Option~~ Purchase Right Termination Date, ~~the~~ any one or more Class B ~~Buyout Group~~ Lenders may exercise the Class B Purchase Right (each, a “Buyout ~~Option~~ Class B Lender”) by delivering the Class B Buyout ~~Notice to the Administrative Agent~~Notice, which notice (i) shall be ~~irrevocable~~irrevocable (unless the final Class B Buyout Amount is more than $100,000 higher than the Estimated Class B Buyout Amount set forth in the Triggering Event Notice, in which case such Class B Buyout Option Notice may be revoked in the sole and absolute discretion of the applicable Class B Lender at any time prior to the Class B Buyout Option Exercise Date), (ii) shall state that each such Class B Lender ~~in the Class B Buyout Group~~ is electing to exercise the Class B Purchase Rights (ratably based on the aggregate Class B Commitments of the Non-Conduit Lenders related to each Buyout ~~Option (in~~ Class B Lender over the aggregate Class B Commitments of the Non-Conduit Lenders related to all Buyout Class B Lenders or such other allocation as the related Class B ~~Buyout Group has agreed~~Lenders shall agree) and (iii) shall specify the date on which such right is to be exercised by such Class B Lenders (such date, the “Class B Buyout Option Exercise Date”), which date shall be a Business Day not more than ~~ten~~ fifteen (1015) Business Days after receipt by the Administrative Agent of such ~~Class B Buyout Notice~~notice(s). (bC) On the Business Day prior to the Class B Buyout Option Exercise Date, the Administrative Agent shall deliver to ~~the~~ each Buyout Class B ~~Buyout Group~~ Lender a written notice specifying (without duplication) the aggregate outstanding principal balance of the Class A ~~Obligations (including~~Advances, ~~without limitation, the aggregate principal amount of all Class A Advances and all accrued and unpaid~~ interest and fees with respect ~~thereto~~thereto (but excluding any prepayment fees or penalties) and all other Obligations owing to the Class A Lenders then outstanding and unpaid as of the Class B Buyout Option Exercise Date and, subject to and in accordance with Section 10.5, Class A Indemnified Liabilities then outstanding and unpaid of which it is then aware (collectively, the “Class B Buyout Amount”). On the Class B Buyout Option Exercise Date, the Administrative Agent shall cause the Class A Lenders to sell, and the Class A Lenders shall ~~sell~~ sell, to the Buyout Class B ~~Buyout Group~~ Lenders their respective pro rata portions of the Class B Buyout ~~Amount~~Amounts, and ~~the~~ such Class B ~~Buyout Group~~ Lenders shall purchase from the Class A Lenders, at their respective pro rata portions of the Class B Buyout Amount, all of the Class A Advances. ~~Such~~ The Class ~~B Buyout Amount~~ A Lenders shall ~~be remitted by wire transfer of immediately available funds by the Class B Buyout Group to~~ cooperate with the Administrative Agent ~~for disbursement~~ in effectuating such sales of their respective Class A Advances. (D) Upon the date of such purchase and sale, each Buyout Class B Lender shall (i) pay to the Class A Lenders. Accrued and unpaid interest on the Class A Advances shall be calculated through the Business Day on which the foregoing purchase and sale shall occur and any amounts received by the Administrative Agent after 11:00 a.m. shall be deemed received on the next Business Day. (c) By delivery Lenders its pro rata portion of the Class B Buyout ~~Notice, the Class B Buyout Group hereby agrees~~ Amount therefor and (ii) agree to indemnify and hold harmless the Administrative Agent and the Class A Lenders from and against any loss, liability, claim, damage or expense (including reasonable fees and expenses of legal counsel and indemnification) arising out of any claim asserted by a third party as a direct result of any acts by the ~~members of the~~ Buyout Class B ~~Buyout Group~~ Lenders occurring after the date of such purchase (but excluding, for the avoidance of doubt, any such loss, liability, claim, damage or expense resulting from the gross negligence, bad faith or willful misconduct of the Administrative Agent or any Class A Lender seeking indemnification). The Class B Buyout Amount and other sums shall be remitted by wire transfer of immediately available funds to the bank account set forth in the Triggering Event Notice. In connection with the foregoing purchase, accrued and unpaid interest on the Class A Loans shall be calculated through the Business Day on which such purchase and sale shall occur if the amounts so paid by the Buyout Class B Lenders to the bank account designated by the Class A Lenders are received in such account prior to at before 1:00 p.m., New York time and interest shall be calculated to and include the next Business Day if the amounts so paid by the Buyout Class B Lenders to the bank account designated by the Class A Lenders are received in such Account later than 1:00 p.m., New York time. (dE) Any purchase pursuant to this Section ~~6.03~~ 6.3 shall be expressly made without representation or warranty of any kind by the Class A ~~Lenders~~ Lenders, the Administrative Agent or any other Person ~~acting on their behalf~~as to the Obligations owing to the Class A Lenders or otherwise and without recourse to the Class A Lenders, the Administrative Agent or any other Person, except that the Class A Lenders shall ~~be deemed to~~ represent and warrant~~, severally as to its Class A Advances~~: (i) the amount of ~~such~~ Class A Advances being purchased and that the purchase price and other sums payable by the Buyout Class B ~~Buyout Group~~ Lenders are true, correct and ~~accurate~~accurate amounts, (ii) ~~it has~~ that the Class A Lenders shall convey all right, title and interest in and to ~~such~~ the Class A Advances free and clear of any Liens of ~~such~~ the Class A ~~Lender~~ Lenders or created or suffered to exist by ~~such~~ the Class A ~~Lender~~Lenders, (iii) as to the absence of any claims made or threatened in writing against ~~such~~ the Class A ~~Lender~~ Lenders related to ~~such~~ the Class A Advances, and (iv) ~~such~~ the Class A ~~Lender is~~ Lenders are duly authorized to assign ~~such~~ the Class A Advances.

Appears in 1 contract

Samples: Credit Agreement (Sunnova Energy International Inc.)

Class B Buyout Option. (aA) ~~Following a~~ The Administrative Agent shall provide prompt written notice (the “Triggering Event Notice”) to the Class B ~~Buyout Triggering Event~~Lenders if an Event of Default shall have occurred and (i) the Administrative Agent shall have declared the Class A Advances, the Class B Advances and all other Obligations hereunder and thereunder immediately due and payable, (ii) the Administrative Agent shall have commenced enforcement proceedings against the Borrower and the Collateral or (iii) an Event of Default shall be continuing for sixty (60) days and the Administrative Agent shall not have commenced enforcement proceedings against the Borrower and the Collateral; provided, however, that, in no event shall the Administrative Agent be obligated to send to the Class B Lenders more than one (1) Triggering Event Notice in respect of any single event or occurrence as to which such notice relates. The Triggering Event Notice shall include the bank account information for payment of the Class B Buyout Amount and the following (including supporting detail) without duplication: (i) the aggregate principal amount of the Class A Advances, interest and fees with respect thereto (but excluding any prepayment fees or penalties), the fees, expenses and indemnities due the Administrative Agent, and all other Obligations owing to the Class A Lenders then outstanding and unpaid and (ii) the Obligations owing to the Class A Lenders expected to accrue through the Class B Buyout Option Exercise Date (provided that any such amounts that are not earned or actually due and owing as of the Class B Buyout Option Exercise Date shall not be required to be paid on the Class B Buyout Option Exercise Date) and (iii) the amount of all liabilities that have been incurred by the Borrower under Section 10.5 to the Class A Lenders (~~or any subset of them~~such amounts in clause (iii), ~~each~~the “Class A Indemnified Liabilities”, a and such amounts in clauses (i) through (iii), collectively, “Estimated Class B Buyout Amount”). (B) The Class B Lenders shall have the option (the “Class B Buyout ~~Group~~Option”~~) shall have the option~~ ), exercised by delivery of a written notice to the Administrative Agent and the other Class B Lenders (a “Class B Buyout Notice”), to purchase all (but not less than all) of the aggregate principal amount of the Class A ~~Advances (at par)~~Advances, together with interest and fees due with respect thereto, and all other Obligations owing to the Class A ~~Obligations~~ Lenders (collectively, the “Class B ~~Buyout Option~~Purchase Rights”). On the date of the Class B Buyout Triggering Event, the Administrative Agent shall deliver to the Class B Lenders written notice specifying the estimated amount of Class A Obligations (including, without limitation, the aggregate principal amount of all Class A Advances and all accrued and unpaid interest and fees with respect thereto) outstanding and unpaid as of the date that is ten (10) Business Days following the date of the Class B Buyout Triggering Event. Unless the Administrative Agent (acting at the direction of the ~~Required~~ Majority Lenders) ), in each case, agrees in writing to a longer time period, the Class B ~~Buyout Option~~ Purchase Right shall be exercisable by any one or more Class B Lenders for a period of ten (10) Business ~~Days~~ Days, commencing on the date on which the 118556040.20118095118.53 -66- Administrative Agent provides the Triggering Event Notice (oreach such date, ~~if such~~ a “Class B ~~Lender Group has provided~~ Purchase Right Termination Date”). The Class A Lenders shall retain all rights to be indemnified or held harmless by the ~~Administrative Agent~~ Borrower in accordance with ~~written evidence~~ the terms of ~~a capital call in~~ this Agreement with respect to any contingent claims for indemnification or cost reimbursement that are not paid as part of the Class B Buyout Amount at the time of delivery of the Class B Buyout Notice, fifteen (15) Business Days), commencing on the date of the Class B Buyout Triggering Event (each date succeeding such 10th or 15th Business Day, as the case may be, a “Class B Buyout Option Termination Date”)Amount. Prior to the applicable Class B ~~Buyout Option~~ Purchase Right Termination Date, ~~the~~ any one or more Class B ~~Buyout Group~~ Lenders may exercise the Class B Purchase Right (each, a “Buyout ~~Option~~ Class B Lender”) by delivering the Class B Buyout ~~Notice to the Administrative Agent~~Notice, which notice (i) shall be ~~irrevocable~~irrevocable (unless the final Class B Buyout Amount is more than $[***] higher than the Estimated Class B Buyout Amount set forth in the Triggering Event Notice, in which case such Class B Buyout Notice may be revoked in the sole and absolute discretion of the applicable Class B Lender at any time prior to the Class B Buyout Option Exercise Date), (ii) shall state that each such Class B Lender ~~in the Class B Buyout Group~~ is electing to exercise the Class B Purchase Rights (ratably based on the aggregate Class B Commitments of the Non-Conduit Lenders related to each Buyout ~~Option (in~~ Class B Lender over the aggregate Class B Commitments of the Non-Conduit Lenders related to all Buyout Class B Lenders or such other allocation as the related Class B ~~Buyout Group has agreed~~Lenders shall agree) and (iii) shall specify the date on which such right is to be exercised by such Class B Lenders (such date, the “Class B Buyout Option Exercise Date”), which date shall be a Business Day not more than ~~ten~~ fifteen (1015) Business Days after receipt by the Administrative Agent and the other Class B Lenders of such ~~Class B Buyout Notice~~notice(s). (bC) On the Business Day prior to the Class B Buyout Option Exercise Date, the Administrative Agent shall deliver to ~~the~~ each Buyout Class B ~~Buyout Group~~ Lender a written notice specifying (without duplication) the aggregate outstanding principal balance of the Class A ~~Obligations (including~~Advances, ~~without limitation, the aggregate principal amount of all Class A Advances and all accrued and unpaid~~ interest and fees with respect ~~thereto~~thereto (but excluding any prepayment fees or penalties) and all other Obligations owing to the Class A Lenders then outstanding and unpaid as of the Class B Buyout Option Exercise Date and, subject to and in accordance with Section 10.5, Class A Indemnified Liabilities then outstanding and unpaid of which it is then aware (collectively, the “Class B Buyout Amount”). On the Class B Buyout Option Exercise Date, the Administrative Agent shall cause the Class A Lenders to sell, and the Class A Lenders shall ~~sell~~ sell, to the Buyout Class B ~~Buyout Group~~ Lenders their respective pro rata portions of the Class B Buyout ~~Amount~~Amounts, and ~~the~~ such Class B ~~Buyout Group~~ Lenders shall purchase from the Class A Lenders, at their respective pro rata portions of the Class B Buyout Amount, all of the Class A Advances. ~~Such~~ The Class ~~B Buyout Amount~~ A Lenders shall ~~be remitted by wire transfer of immediately available funds by the Class B Buyout Group to~~ cooperate with the Administrative Agent ~~for disbursement~~ in effectuating such sales of their respective Class A Advances. (D) Upon the date of such purchase and sale, each Buyout Class B Lender shall (i) pay to the Class A Lenders. Accrued and unpaid interest on the Class A Advances shall be calculated through the Business Day on which the foregoing purchase and sale shall occur and any amounts received by the Administrative Agent after 11:00 a.m. shall be deemed received on the next Business Day. (c) By delivery Lenders its pro rata portion of the Class B Buyout ~~Notice, the Class B Buyout Group hereby agrees~~ Amount therefor and (ii) agree to indemnify and hold harmless the Administrative Agent and the Class A Lenders from and against any loss, liability, claim, damage or expense (including reasonable fees and expenses of legal counsel and indemnification) arising out of any claim asserted by a third party as a direct result of any acts by the ~~members of the~~ Buyout Class B ~~Buyout Group~~ Lenders occurring after the date of such purchase (but excluding, for the avoidance of doubt, any such loss, liability, claim, damage or expense resulting from the gross negligence, bad faith or willful misconduct of the Administrative Agent or any Class A Lender seeking indemnification). The Class B Buyout Amount and other sums shall be remitted by wire transfer of immediately available funds to the bank account set forth in the Triggering Event Notice. In connection with the foregoing purchase, accrued and unpaid interest on the Class A Advances shall be calculated through the Business Day on which such purchase and sale shall occur if the amounts so paid by the Buyout Class B Lenders to the bank account designated by the Class A 118556040.20118095118.53 -67- Lenders are received in such account prior to at before 1:00 P.M., New York time and interest shall be calculated to and include the next Business Day if the amounts so paid by the Buyout Class B Lenders to the bank account designated by the Class A Lenders are received in such account later than 1:00 P.M., New York time. (dE) Any purchase pursuant to this Section ~~6.03~~ 6.3 shall be expressly made without representation or warranty of any kind by the Class A ~~Lenders~~ Lenders, the Administrative Agent or any other Person ~~acting on their behalf~~as to the Obligations owing to the Class A Lenders or otherwise and without recourse to the Class A Lenders, the Administrative Agent or any other Person, except that the Class A Lenders shall ~~be deemed to~~ represent and warrant~~, severally as to its Class A Advances~~: (i) the amount of ~~such~~ Class A Advances being purchased and that the purchase price and other sums payable by the Buyout Class B ~~Buyout Group~~ Lenders are true, correct and ~~accurate~~accurate amounts, (ii) ~~it has~~ that the Class A Lenders shall convey all right, title and interest in and to ~~such~~ the Class A Advances free and clear of any Liens of ~~such~~ the Class A ~~Lender~~ Lenders or created or suffered to exist by ~~such~~ the Class A ~~Lender~~Lenders, (iii) as to the absence of any claims made or threatened in writing against ~~such~~ the Class A ~~Lender~~ Lenders related to ~~such~~ the Class A Advances, and (iv) ~~such~~ the Class A ~~Lender is~~ Lenders are duly authorized to assign ~~such~~ the Class A Advances.

Appears in 1 contract

Samples: Credit Agreement (Sunnova Energy International Inc.)

Appears in 1 contract

Samples: Credit Agreement (Sunnova Energy International Inc.)

Class B Buyout Option. (aA) ~~Following a~~ The Administrative Agent shall provide prompt written notice (the “Triggering Event Notice”) to the Class B ~~Buyout Triggering Event~~Lenders if an Event of Default shall have occurred and (i) the Administrative Agent shall have declared the Class A Advances, the Class B Advances and all other Obligations hereunder and thereunder immediately due and payable, (ii) the Administrative Agent shall have commenced enforcement proceedings against the Borrower and the Collateral or (iii) an Event of Default shall be continuing for sixty (60) days and the Administrative Agent shall not have commenced enforcement proceedings against the Borrower and the Collateral; provided, however, that, in no event shall the Administrative Agent be obligated to send to the Class B Lenders more than one (1) Triggering Event Notice in respect of any single event or occurrence as to which such notice relates. The Triggering Event Notice shall include the bank account information for payment of the Class B Buyout Amount and the following (including supporting detail) without duplication: (i) the aggregate principal amount of the Class A Advances, interest and fees with respect thereto (but excluding any prepayment fees or penalties), the fees, expenses and indemnities due the Administrative Agent, and all other Obligations owing to the Class A Lenders then outstanding and unpaid and (ii) the Obligations owing to the Class A Lenders expected to accrue through the Class B Buyout Option Exercise Date (provided that any such amounts that are not earned or actually due and owing as of the Class B Buyout Option Exercise Date shall not be required to be paid on the Class B Buyout Option Exercise Date) and (iii) the amount of all liabilities that have been incurred by the Borrower under Section 10.5 to the Class A Lenders (~~or any subset of them~~such amounts in clause (iii), ~~each~~the “Class A Indemnified Liabilities”, a and such amounts in clauses (i) through (iii), collectively, “Estimated Class B Buyout Amount”). (B) The Class B Lenders shall have the option (the “Class B Buyout ~~Group~~Option”~~) shall have the option~~ ), exercised by delivery of a written notice to the Administrative Agent (a “Class B Buyout Notice”), to purchase all (but not less than all) of the aggregate principal amount of the Class A ~~Advances (at par)~~Advances, together with interest and fees due with respect thereto, and all other Obligations owing to the Class A ~~Obligations~~ Lenders (collectively, the “Class B ~~Buyout Option~~Purchase Rights”). On the date of the Class B Buyout Triggering Event, the Administrative Agent shall deliver to the Class B Lenders written notice specifying the estimated amount of Class A Obligations (including, without limitation, the aggregate principal amount of all Class A Advances and all accrued and unpaid interest and fees with respect thereto) outstanding and unpaid as of the date that is ten (10) Business Days following the date of the Class B Buyout Triggering Event. Unless the Administrative Agent (acting at the direction of the ~~Required~~ Majority Lenders) ), in each case, agrees in writing to a longer time period, the Class B ~~Buyout Option~~ Purchase Right shall be exercisable by any one or more Class B Lenders for a period of ~~ten (10)~~ 10 Business ~~Days (or~~Days, ~~if such Class B Lender Group has provided~~ commencing on the date on which the Administrative Agent provides the Triggering Event Notice (each such date, a “Class B Purchase Right Termination Date”). The Class A Lenders shall retain all rights to be indemnified or held harmless by the Borrower in accordance with ~~written evidence~~ the terms of ~~a capital call in~~ this Agreement with respect to any contingent claims for indemnification or cost reimbursement that are not paid as part of the Class B Buyout Amount at the time of delivery of the Class B Buyout Notice, fifteen (15) Business Days), commencing on the date of the Class B Buyout Triggering Event (each date succeeding such 10th or 15th Business Day, as the case may be, a “Class B Buyout Option Termination Date”)Amount. Prior to the applicable Class B ~~Buyout Option~~ Purchase Right Termination Date, ~~the~~ any one or more Class B ~~Buyout Group~~ Lenders may exercise the Class B Purchase Right (each, a “Buyout ~~Option~~ Class B Lender”) by delivering the Class B Buyout ~~Notice to the Administrative Agent~~Notice, which notice (i) shall be ~~irrevocable~~irrevocable (unless the final Class B Buyout Amount is more than $[***] higher than the Estimated Class B Buyout Amount set forth in the Triggering Event Notice, in which case such Class B Buyout Option Notice may be revoked in the sole and absolute discretion of the applicable Class B Lender at any time prior to the Class B Buyout Option Exercise Date), (ii) shall state that each such Class B Lender ~~in the Class B Buyout Group~~ is electing to exercise the Class B Purchase Rights (ratably based on the aggregate Class B Commitments of the Non-Conduit Lenders related to each Buyout ~~Option (in~~ Class B Lender over the aggregate Class B Commitments of the Non-Conduit Lenders related to all Buyout Class B Lenders or such other allocation as the related Class B ~~Buyout Group has agreed~~Lenders shall agree) and (iii) shall specify the date on which such right is to be exercised by such Class B Lenders (such date, the “Class B Buyout Option Exercise Date”), which date shall be a Business Day not more than ~~ten~~ fifteen (1015) Business Days after receipt by the Administrative Agent of such ~~Class B Buyout Notice~~notice(s). (bC) On the Business Day prior to the Class B Buyout Option Exercise Date, the Administrative Agent shall deliver to ~~the~~ each Buyout Class B ~~Buyout Group~~ Lender a written notice specifying (without duplication) the aggregate outstanding principal balance of the Class A ~~Obligations (including~~Advances, ~~without limitation, the aggregate principal amount of all Class A Advances and all accrued and unpaid~~ interest and fees with respect ~~thereto~~thereto (but excluding any prepayment fees or penalties) and all other Obligations owing to the Class A Lenders then outstanding and unpaid as of the Class B Buyout Option Exercise Date and, subject to and in accordance with Section 10.5, Class A Indemnified Liabilities then outstanding and unpaid of which it is then aware (collectively, the “Class B Buyout Amount”). On the Class B Buyout Option Exercise Date, the Administrative Agent shall cause the Class A Lenders to sell, and the Class A Lenders shall ~~sell~~ sell, to the Buyout Class B ~~Buyout Group~~ Lenders their respective pro rata portions of the Class B Buyout ~~Amount~~Amounts, and ~~the~~ such Class B ~~Buyout Group~~ Lenders shall purchase from the Class A Lenders, at their respective pro rata portions of the Class B Buyout Amount, all of the Class A Advances. ~~Such~~ The Class ~~B Buyout Amount~~ A Lenders shall ~~be remitted by wire transfer of immediately available funds by the Class B Buyout Group to~~ cooperate with the Administrative Agent ~~for disbursement~~ in effectuating such sales of their respective Class A Advances. (D) Upon the date of such purchase and sale, each Buyout Class B Lender shall (i) pay to the Class A Lenders. Accrued and unpaid interest on the Class A Advances shall be calculated through the Business Day on which the foregoing purchase and sale shall occur and any amounts received by the Administrative Agent after 11:00 a.m. shall be deemed received on the next Business Day. (c) By delivery Lenders its pro rata portion of the Class B Buyout ~~Notice, the Class B Buyout Group hereby agrees~~ Amount therefor and (ii) agree to indemnify and hold harmless the Administrative Agent and the Class A Lenders from and against any loss, liability, claim, damage or expense (including reasonable fees and expenses of legal counsel and indemnification) arising out of any claim asserted by a third party as a direct result of any acts by the ~~members of the~~ Buyout Class B ~~Buyout Group~~ Lenders occurring after the date of such purchase (but excluding, for the avoidance of doubt, any such loss, liability, claim, damage or expense resulting from the gross negligence, bad faith or willful misconduct of the Administrative Agent or any Class A Lender seeking indemnification). The Class B Buyout Amount and other sums shall be remitted by wire transfer of immediately available funds to the bank account set forth in the Triggering Event Notice. In connection with the foregoing purchase, accrued and unpaid interest on the Class A Loans shall be calculated through the Business Day on which such purchase and sale shall occur if the amounts so paid by the Buyout Class B Lenders to the bank account designated by the Class A Lenders are received in such account prior to at before 1:00 p.m., New York time and interest shall be calculated to and include the next Business Day if the amounts so paid by the Buyout Class B Lenders to the bank account designated by the Class A Lenders are received in such Account later than 1:00 p.m., New York time. (dE) Any purchase pursuant to this Section ~~6.03~~ 6.3 shall be expressly made without representation or warranty of any kind by the Class A ~~Lenders~~ Lenders, the Administrative Agent or any other Person ~~acting on their behalf~~as to the Obligations owing to the Class A Lenders or otherwise and without recourse to the Class A Lenders, the Administrative Agent or any other Person, except that the Class A Lenders shall ~~be deemed to~~ represent and warrant~~, severally as to its Class A Advances~~: (i) the amount of ~~such~~ Class A Advances being purchased and that the purchase price and other sums payable by the Buyout Class B ~~Buyout Group~~ Lenders are true, correct and ~~accurate~~accurate amounts, (ii) ~~it has~~ that the Class A Lenders shall convey all right, title and interest in and to ~~such~~ the Class A Advances free and clear of any Liens of ~~such~~ the Class A ~~Lender~~ Lenders or created or suffered to exist by ~~such~~ the Class A ~~Lender~~Lenders, (iii) as to the absence of any claims made or threatened in writing against ~~such~~ the Class A ~~Lender~~ Lenders related to ~~such~~ the Class A Advances, and (iv) ~~such~~ the Class A ~~Lender is~~ Lenders are duly authorized to assign ~~such~~ the Class A Advances.

Appears in 1 contract

Samples: Credit Agreement (Sunnova Energy International Inc.)

Class B Buyout Option. (a) ~~Following a Class B Buyout Triggering Event,~~ Both (i) on or after the ~~Class B Lenders~~ occurrence and continuance of an Accelerated Amortization Event for more than thirty (~~or any subset~~ 30) consecutive days and (ii) upon the occurrence and continuance of ~~them, each,~~ an Event of Default for more than thirty (30) consecutive days (each a “Class B ~~Buyout Group~~-80- Purchase Right Trigger”) ), the Initial Class B Lender shall have the option ~~exercised by delivery of a written notice to the Administrative Agent (a “Class B Buyout Notice”),~~ to purchase all (but not less than all) of the ~~aggregate principal amount of the~~ Class A ~~Advances~~ Lender Interests subject to the terms and conditions set forth in this Section 6.03 (~~at par~~the “Class B Purchase Right”)~~, together with interest and fees due with respect thereto, and all other~~ . Within five (5) Business Days following receipt of a written request from the Initial Class ~~A Obligations~~ B Lender following any Class B Purchase Right Trigger (~~collectively~~such a request, the “Class B ~~Buyout Option~~Purchase Request”)~~. On the date of the Class B Buyout Triggering Event~~, the Administrative Agent shall deliver written notice (including supporting detail) to the Initial Class B ~~Lenders written notice specifying~~ Lender of (i) the ~~estimated amount of~~ Class A ~~Obligations (including, without limitation, the aggregate principal amount of all Class A Advances and all accrued and unpaid interest and fees with respect thereto)~~ Lender Interests then outstanding and unpaid as of such date, (ii) the ~~date that is ten (10) Business Days following the date of~~ Class A Lender Interests expected to accrue through the Class B ~~Buyout Triggering Event. Unless~~ Purchase Option Exercise Date (as defined below) and (iii) the ~~Administrative Agent~~ amount of all liabilities (~~acting at~~ without duplication) that the ~~direction~~ Borrower has incurred or is expected to incur in the nature of indemnification obligations of the ~~Required Lenders~~Borrower hereunder (including amounts due and owing or expected to be due and owing under Sections 2.09, 2.10, 12.03 and 12.04) ~~agrees~~ which have resulted or could result in ~~writing~~ loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) to ~~a longer time period~~the Class A Lenders (clauses (i), (ii) and (iii) collectively, the “Expected Class A Lender Interests”). The Class B ~~Buyout Option~~ Purchase Right shall be exercisable by ~~any one or more~~ the Initial Class B ~~Lenders~~ Lender for a period of ten (10) Business Days (or, if such Class B Lender Group has provided the Administrative Agent with written evidence of a capital call in respect of the Class B Buyout Amount at the time of delivery of the Class B Buyout Notice, fifteen (15) Business Days), commencing on the date on which the Administrative Agent provides notice to the Initial Class B Lender of the Expected Class ~~B Buyout Triggering Event~~ A Lender Interests (~~each date succeeding such 10th or 15th Business Day, as~~ the ~~case may be, a~~ “Class B ~~Buyout Option~~ Purchase Right Termination Date”). Prior to the ~~applicable~~ Class B ~~Buyout Option~~ Purchase Right Termination Date, the Initial Class B ~~Buyout Group~~ Lender may exercise the Class B ~~Buyout~~ Purchase Right upon written notice to the Administrative Agent (the “Class B Purchase Option ~~by delivering~~ Notice”), which notice shall be irrevocable (unless the final Class A Lender Interest Purchase Amount (as defined below) is more than $50,000 higher than the Expected Class A Lender Interests, calculated pursuant to the preceding sentence, in which case such Class B Purchase Option Notice may be revoked in the sole and absolute discretion of the Initial Class B Lender at any time prior to the Class B ~~Buyout Notice to the Administrative Agent, which notice~~ Purchase Option Exercise Date (~~i) shall be irrevocable, (ii) shall state that each~~ as defined below). The Class B ~~Lender in the Class B Buyout Group is electing to exercise the Class B Buyout~~ Purchase Option ~~(in such allocation as the Class B Buyout Group has agreed) and (iii)~~ Notice shall specify the date on which ~~such right~~ the Class B Purchase Right is to be exercised by the Initial Class B Lender (such date, the “Class B ~~Buyout~~ Purchase Option Exercise Date”), which ~~date~~ shall be a Business Day not more than ten (10) Business Days after receipt by the Administrative Agent of such Class B ~~Buyout~~ Purchase Option Notice~~. (b) On~~ . No later than 1:00 p.m. on the Business Day prior to the Class B ~~Buyout~~ Purchase Option Exercise Date, the Administrative Agent shall deliver written notice to the Initial Class B ~~Buyout Group written notice~~ Lender specifying the final amount of the Class A ~~Obligations (including, without limitation, the aggregate principal amount~~ Lender Interests of ~~all Class A Advances and all accrued and unpaid interest and fees with respect thereto) outstanding and unpaid as of the Class B Buyout Exercise Date~~ which it is then aware (collectively, the “Class ~~B Buyout~~ A Lender Interest Purchase Amount”). On the Class B ~~Buyout~~ Purchase Option Exercise Date, the Class A Lenders shall sell to the Initial Class B ~~Buyout Group their respective pro rata portions of the Class B Buyout Amount~~Lender, and the Initial Class B ~~Buyout Group~~ Lender shall purchase from the Class A Lenders, ~~at their respective pro rata portions of the Class B Buyout Amount,~~ all of the Class A ~~Advances. Such Class B Buyout Amount shall be remitted by wire transfer of immediately available funds by the Class B Buyout Group to the Administrative Agent for disbursement~~ Lenders’ right, title and interest in and to the Class A ~~Lenders. Accrued~~ Lender Interests, and ~~unpaid interest on~~ all proceeds of any and all of the foregoing. (b) On the Class B Purchase Option Exercise Date, the Initial Class B Lender (i) shall pay to the Class A ~~Advances shall be calculated through~~ Lender as the ~~Business Day on which the foregoing~~ purchase ~~and sale shall occur and any amounts received by the Administrative Agent after 11:00 a.m. shall be deemed received on the next Business Day. (c) By delivery of~~ price therefor the Class ~~B Buyout Notice, the Class B Buyout Group hereby~~ A Lender Interest Purchase Amount and (ii) agrees to indemnify and hold harmless ~~the Administrative Agent and~~ each Class A ~~Lenders~~ Lender from and against any loss, liability, claim, damage or expense (including reasonable fees and expenses of legal ~~counsel and indemnification~~counsel) arising out of any claim asserted by a third party as a direct result of any acts by the ~~members of the~~ Initial Class B ~~Buyout Group~~ Lender occurring after the date of such purchase (but excluding, for the avoidance of doubt, any such loss, liability, claim, damage or expense resulting from the gross negligence, fraud, bad faith or willful misconduct of ~~any~~ such Class A Lender). The Class A Lender ~~seeking indemnification)~~Interest Purchase Amount shall be remitted by wire transfer in immediately available funds to such bank accounts of each Class A Lender as such Class A Lender shall have designated in writing (no later than one (1) Business Day prior to the Class B Purchase Option Exercise Date) to the Initial Class B Lender for such purpose. If the amounts so paid by the Initial Class B Lender to the bank accounts designated by the Class A Lenders are received in such bank accounts after 5:00 p.m., interest to and including the next Business Day over the Class A Lender Interest Purchase Amount shall be calculated at the same rate applicable to the Borrower hereunder with respect to the Class A Advances and immediately paid by the Initial Class B Lender to the Class A Lender. If the full Class A Lender Interest Purchase Amount (together with any such interest) is not received by the Class A Lenders by 5:00 p.m. on the Business Day immediately after the Class B Purchase Option Exercise Date, the Class A Lender Interests shall not be deemed to have been sold to the Initial Class B Lender and any amounts remitted to the Class A Lenders shall be returned to the Initial Class B Lender (pursuant to instruction delivered by the Initial Class B Lender) no later than 5:00 p.m. on the second Business Day following the Class A Lender Interest Purchase Option Exercise Date. (dc) Any purchase pursuant to this Section 6.03 shall be expressly made without representation or warranty of any kind by the Class A Lenders as to the Class A Lender Interests or ~~any other Person acting on their behalf~~otherwise without recourse to the Class A Lenders, except that ~~the~~ each Class A ~~Lenders~~ Lender shall ~~be deemed to~~ represent and warrant~~, severally as to its Class A Advances~~: (i) as to the amount of ~~such~~ the Class A ~~Advances~~ Lender Interests being purchased and that the ~~purchase price and other sums payable by the~~ Class ~~B Buyout Group are~~ A Lender Interest Purchase Amount is true, correct and accurate, (ii) ~~it has all right, title and interest in and to~~ that such Class A ~~Advances~~ Lender shall convey the Class A Lender Interests free and clear of any Liens or encumbrances of such Class A Lender or created or suffered ~~to exist~~ by such Class A Lender, (iii) as to ~~the absence of any~~ all claims made or threatened in writing against such Class A Lender related to ~~such~~ the Class A ~~Advances,~~ Lender Interests and (iv) such Class A Lender is duly authorized and has taken all necessary corporate action to assign ~~such~~ the Class A ~~Advances~~Lender Interests. Nothing in this Section 6.03 shall, or shall be deemed to, release or terminate any indemnification obligations of the Borrower which by their terms survive the payment of the Advances pursuant to the terms of this Agreement.

Appears in 1 contract

Samples: Revolving Credit and Security Agreement (BILL Holdings, Inc.)

Class B Buyout Option. (a) ~~Following a Class B Buyout Triggering Event,~~ Both (i) on or after the ~~Class B Lenders~~ occurrence and continuance of an Accelerated Amortization Event for more than thirty (~~or any subset~~ 30) consecutive days and (ii) upon the occurrence and continuance of ~~them, each,~~ an Event of Default for more than thirty (30) consecutive days (each a “Class B ~~Buyout Group~~Purchase Right Trigger”) ), the Initial Class B Lender shall have the option ~~exercised by delivery of a written notice to the Administrative Agent (a “Class B Buyout Notice”),~~ to purchase all (but not less than all) of the ~~aggregate principal amount of the~~ Class A ~~Advances~~ Lender Interests subject to the terms and conditions set forth in this Section 6.03 (~~at par~~the “Class B Purchase Right”)~~, together with interest and fees due with respect thereto, and all other~~ . Within five (5) Business Days following receipt of a written request from the Initial Class ~~A Obligations~~ B Lender following any Class B Purchase Right Trigger (~~collectively~~such a request, the “Class B ~~Buyout Option~~Purchase Request”)~~. On the date of the Class B Buyout Triggering Event~~, the Administrative Agent shall deliver written notice (including supporting detail) to the Initial Class B ~~Lenders written notice specifying~~ Lender of (i) the ~~estimated amount of~~ Class A ~~Obligations (including, without limitation, the aggregate principal amount of all Class A Advances and all accrued and unpaid interest and fees with respect thereto)~~ Lender Interests then outstanding and unpaid as of such date, (ii) the ~~date that is ten (10) Business Days following the date of~~ Class A Lender Interests expected to accrue through the Class B ~~Buyout Triggering Event. Unless~~ Purchase Option Exercise Date (as defined below) and (iii) the ~~Administrative Agent~~ amount of all liabilities (~~acting at~~ without duplication) that the ~~direction~~ Borrower has incurred or is expected to incur in the nature of indemnification obligations of the ~~Required Lenders~~Borrower hereunder (including amounts due and owing or expected to be due and owing under Sections 2.09, 2.10, 12.03 and 12.04) ~~agrees~~ which have resulted or could result in ~~writing~~ loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) to ~~a longer time period~~the Class A Lenders (clauses (i), (ii) and (iii) collectively, the “Expected Class A Lender Interests”). The Class B ~~Buyout Option~~ Purchase Right shall be exercisable by ~~any one or more~~ the Initial Class B ~~Lenders~~ Lender for a period of ten (10) Business Days (or, if such Class B Lender Group has provided the Administrative Agent with written evidence of a capital call in respect of the Class B Buyout Amount at the time of delivery of the Class B Buyout Notice, fifteen (15) Business Days), commencing on the date on which the Administrative Agent provides notice to the Initial Class B Lender of the Expected Class ~~B Buyout Triggering Event~~ A Lender Interests (~~each date succeeding such 10th or 15th Business Day, as~~ the ~~case may be, a~~ “Class B ~~Buyout Option~~ Purchase Right Termination Date”). Prior to the ~~applicable~~ Class B ~~Buyout Option~~ Purchase Right Termination Date, the Initial Class B ~~Buyout Group~~ Lender may exercise the Class B ~~Buyout~~ Purchase Right upon written notice to the Administrative Agent (the “Class B Purchase Option ~~by delivering~~ Notice”), which notice shall be irrevocable (unless the final Class A Lender Interest Purchase Amount (as defined below) is more than $50,000 higher than the Expected Class A Lender Interests, calculated pursuant to the preceding sentence, in which case such Class B Purchase Option Notice may be revoked in the sole and absolute discretion of the Initial Class B Lender at any time prior to the Class B ~~Buyout Notice to the Administrative Agent, which notice~~ Purchase Option Exercise Date (~~i) shall be irrevocable, (ii) shall state that each~~ as defined below). The Class B ~~Lender in the Class B Buyout Group is electing to exercise the Class B Buyout~~ Purchase Option ~~(in such allocation as the Class B Buyout Group has agreed) and (iii)~~ Notice shall specify the date on which ~~such right~~ the Class B Purchase Right is to be exercised by the Initial Class B Lender (such date, the “Class B ~~Buyout~~ Purchase Option Exercise Date”), which ~~date~~ shall be a Business Day not more than ten (10) Business Days after receipt by the Administrative Agent of such Class B ~~Buyout~~ Purchase Option Notice~~. (b) On~~ . No later than 1:00 p.m. on the Business Day prior to the Class B ~~Buyout~~ Purchase Option Exercise Date, the Administrative Agent shall deliver written notice to the Initial Class B ~~Buyout Group written notice~~ Lender specifying the final amount of the Class A ~~Obligations (including, without limitation, the aggregate principal amount~~ Lender Interests of ~~all Class A Advances and all accrued and unpaid interest and fees with respect thereto) outstanding and unpaid as of the Class B Buyout Exercise Date~~ which it is then aware (collectively, the “Class ~~B Buyout~~ A Lender Interest Purchase Amount”). On the Class B ~~Buyout~~ Purchase Option Exercise Date, the Class A Lenders shall sell to the Initial Class B ~~Buyout Group their respective pro rata portions of the Class B Buyout Amount~~Lender, and the Initial Class B ~~Buyout Group~~ Lender shall purchase from the Class A Lenders, ~~at their respective pro rata portions of the Class B Buyout Amount,~~ all of the Class A ~~Advances. Such Class B Buyout Amount shall be remitted by wire transfer of immediately available funds by the Class B Buyout Group to the Administrative Agent for disbursement~~ Lenders’ right, title and interest in and to the Class A ~~Lenders. Accrued~~ Lender Interests, and ~~unpaid interest on~~ all proceeds of any and all of the foregoing. (b) On the Class B Purchase Option Exercise Date, the Initial Class B Lender (i) shall pay to the Class A ~~Advances shall be calculated through~~ Lender as the ~~Business Day on which the foregoing~~ purchase ~~and sale shall occur and any amounts received by the Administrative Agent after 11:00 a.m. shall be deemed received on the next Business Day. (c) By delivery of~~ price therefor the Class ~~B Buyout Notice, the Class B Buyout Group hereby~~ A Lender Interest Purchase Amount and (ii) agrees to indemnify and hold harmless ~~the Administrative Agent and~~ each Class A ~~Lenders~~ Lender from and against any loss, liability, claim, damage or expense (including reasonable fees and expenses of legal ~~counsel and indemnification~~counsel) arising out of any claim asserted by a third party as a direct result of any acts by the ~~members of the~~ Initial Class B ~~Buyout Group~~ Lender occurring after the date of such purchase (but excluding, for the avoidance of doubt, any such loss, liability, claim, damage or expense resulting from the gross negligence, fraud, bad faith or willful misconduct of ~~any~~ such Class A Lender). The Class A Lender ~~seeking indemnification). (d) Any purchase pursuant to this Section 6.03~~ Interest Purchase Amount shall be ~~expressly made without representation or warranty~~ remitted by wire transfer in immediately available funds to such bank accounts of ~~any kind~~ each Class A Lender as such Class A Lender shall have designated in writing (no later than one (1) Business Day prior to the Class B Purchase Option Exercise Date) to the Initial Class B Lender for such purpose. If the amounts so paid by the Initial Class B Lender to the bank accounts designated by the Class A Lenders or are received in such bank accounts after 5:00 p.m., interest to and including the next Business Day over the Class A Lender Interest Purchase Amount shall be calculated at the same rate applicable to the Borrower hereunder with respect to the Class A Advances and immediately paid by the Initial Class B Lender to the Class A Lender. If the full Class A Lender Interest Purchase Amount (together with any ~~other Person acting~~ such interest) is not received by the Class A Lenders by 5:00 p.m. on ~~their behalf~~the Business Day immediately after the Class B Purchase Option Exercise Date, ~~except that~~ the Class A Lender Interests shall not be deemed to have been sold to the Initial Class B Lender and any amounts remitted to the Class A Lenders shall be ~~deemed~~ returned to ~~represent and warrant, severally as~~ the Initial Class B Lender (pursuant to ~~its Class A Advances: (i) the amount of such Class A Advances being purchased and that the purchase price and other sums payable~~ instruction delivered by the Initial Class B ~~Buyout Group are true, correct and accurate, (ii~~Lender) ~~it has all right, title and interest in and to such Class A Advances free and clear of any Liens of such~~ no later than 5:00 p.m. on the second Business Day following the Class A Lender or created or suffered to exist by such Class A Lender, (iii) as to the absence of any claims made or threatened in writing against such Class A Lender related to such Class A Advances, and (iv) such Class A Lender is duly authorized to assign such Class A AdvancesInterest Purchase Option Exercise Date.

Appears in 1 contract

Samples: Revolving Credit and Security Agreement (Bill.com Holdings, Inc.)

Common use of Class B Buyout Option Clause in Contracts