Manager Replacement Transition Plan Clause Samples

Manager Replacement Transition Plan. (i) Sunnova Management itself, or the services provided by the Manager under the Management Agreements and the Servicing Agreements, as applicable, are not restructured to limit the likelihood that the entity thereto would be made subject to a bankruptcy proceeding of SEI, Intermediate Holdco, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, SAP Seller, Financing Fund Seller or, if such Person is itself not restructured in accordance with this clause (i), Sunnova Management, in a manner reasonably acceptable to the Administrative Agent, by March 31, 2025 (the foregoing, the “Restructured O&M and Services Arrangement” and the Person or Persons providing such services in connection therewith, collectively, the “Restructured O&M and Services Provider”) or (ii) one or more Acceptable Back-Up O&M and Services Providers providing back-up services in respect of the services provided by the Manager under the Management Agreements and the Servicing Agreements, as applicable, is not engaged by March 31, 2025 (the foregoing, collectively, the “Third-Party Back-Up O&M and Services Engagement” and the Acceptable Back-Up O&M and Services Provider or Acceptable Back-Up O&M and Services Providers engaged in connection therewith, collectively, the “Engaged Back-Up O&M and Services Provider”); provided that, (a) notwithstanding any provision herein or in any other Transaction Document to the contrary, the Borrower shall be permitted to terminate any arrangements with Engaged Back-Up O&M and Services Providers and replace such arrangements (in whole or in part) with agreements with the Restructured O&M and Services Provider upon implementation of the Restructured O&M and Services Arrangement and (ii) the date set forth in each of clauses (i) and (ii) may be extended from time to time by the Administrative Agent (in its reasonable discretion).