Repayment of the Advances. (A) The maturity date for this facility is the Facility Maturity Date (unless earlier terminated in accordance with Section 6.2(B) or upon any voluntary termination of the Facility by the Borrower) and notwithstanding any other provision to the contrary, the outstanding principal balance of the Advances and the other Obligations owing under this Agreement, together with all accrued but unpaid interest thereon, shall be due and payable in full, if not due and payable earlier, on the Facility Maturity Date (unless earlier terminated in accordance with Section 6.2(B) or upon any voluntary termination of the Facility by the Borrower). (B) On any Business Day, the Borrower may direct the Agent to, and on each Payment Date, the Agent shall, subject to Section 2.7(D), apply all amounts on deposit in the Collection Account (including, (x)(1)(a) Collections deposited therein during the related Collection Period and (b) any amounts due during the related Collection Period but deposited into the Collection Account within ten (10) Business Days after the end of such Collection Period that the Servicer (at its option) has determined (with written notice thereof to the Agent (with a copy to the Borrower and the Back-Up Servicer)) to be treated as if such amounts were on deposit in the Collection Account at the end of such Collection Period, (2) amounts deposited therein from the Liquidity Reserve Account or the Supplemental Reserve Account, in each case, in accordance with Section 8.2, or (3) any amounts deposited therein by the Seller (Solar Loans), the Seller (Solar Assets) or SEC pursuant to the Sale and Contribution Agreement (Solar Loans), the Sale and Contribution Agreement (Solar Assets) or the Guaranty, respectively, or otherwise deposited therein by SEC or any of its Affiliates in its sole discretion in respect of any Collection Period to cure an actual or anticipated shortfall of any amounts required to make payments pursuant to Section 2.7(C) on any date, but (y) excluding Collections deposited therein in the current Collection Period except as necessary to make distributions pursuant to clauses (i)-(v) of this Section 2.7(B) or as otherwise determined by the Servicer pursuant to clause (x)(1)(a) above) (the “Distributable Collections”), to the Obligations in the following order of priority based solely on information contained in (I) with respect to any Payment Date, the Monthly Servicer Report for such related Collection Period or, if no Monthly Servicer Report is provided, solely as directed in writing by the Agent or (II) with respect to any other Business Day, including the date of closing for a Takeout Transaction, on which the Borrower requests an application and distribution of funds in the Collection Account (and/or Takeout Transaction Account, if applicable), an interim Monthly Servicer Report or such other report in form and substance reasonably satisfactory to the Agent relating to the Distributable Collections and proceeds of a Takeout Transaction, if applicable, that is delivered by the Servicer (which the Servicer hereby agrees to deliver at the request of the Agent): (i) first (Taxes), to the Manager for the payment to the appropriate taxing authorities, the amount of franchise taxes owed by the Borrower prior to the next Payment Date and for which funds have not previously been withdrawn from the Collection Account; provided, that taxes paid and to be paid pursuant to this subclause (i) shall include only those accrued on or after the Closing Date; (ii) second (Service Providers), ratably, (a) to the Agent (1) the Agent Fee and (2)(x) any accrued and unpaid Agent Fees with respect to prior Payment Dates plus (y) out-of-pocket expenses and indemnities of the Agent incurred and not reimbursed in connection with its obligations and duties under this Agreement; provided that the aggregate payments to the Agent as reimbursement for clause (a)(2)(y) will be limited to $[***] per calendar year so long as no Event of Default has occurred pursuant to this Agreement (unless otherwise approved by the Agent); (b) to the Back-Up Servicing Fee Account for payment to the Back-Up Servicer (1) the Back-Up Servicing Fee, (2)(x) any accrued and unpaid Back-Up Servicing Fees with respect to prior Payment Dates plus (y) out-of-pocket expenses and indemnities of the Back-Up Servicer, and (3) any accrued and unpaid transition costs, in each case, pursuant to the Transaction Documents; provided that the aggregate payments to the Back-Up Servicer as reimbursement for clause (b)(2)(y) will be limited to $[***] per calendar year so long as no Event of Default has occurred pursuant to this Agreement (unless otherwise approved by the Agent); provided, further that the aggregate payments to the Back-Up Servicer as reimbursement for clause (b)(3) shall be limited to $[***] (unless otherwise approved by the Agent); (c) to the Manager, the Manager Fee; (d) to the Servicer, the Servicer Fee; and (e) to the Custodial Fee Account for payment to the Custodian, the Custodial Fee; (iii) third (Interest Distribution Amount), to each Funding Agent, for the benefit of and on behalf of the Lenders in its Lender Group, the Interest Distribution Amount then due (allocated among the Lender Groups based on their Lender Group Percentages) until paid in full;
Appears in 3 contracts
Samples: Credit Agreement (Sunnova Energy International Inc.), Credit Agreement (Sunnova Energy International Inc.), Credit Agreement (Sunnova Energy International Inc.)
Repayment of the Advances. (A) The maturity date for this facility is the Facility Maturity Date (unless earlier terminated in accordance with Section 6.2(B) or upon any voluntary termination of the Facility by the Borrower) and notwithstanding any other provision to the contrary, the outstanding principal balance of the Advances and the other Obligations owing under this Agreement, together with all accrued but unpaid interest thereoninterest, shall be due and payable in full, if not due and payable earlier, on the Facility Maturity Date (unless earlier terminated Date. For the avoidance of doubt, amounts borrowed and repaid hereunder may be reborrowed in accordance with Section 6.2(B) or upon any voluntary termination of the Facility by the Borrower)terms hereof.
(B) On any Business Day, the Borrower may direct the Paying Agent to, and on each Payment Date, the Borrower shall direct the Paying Agent shallto, subject to Section 2.7(D2.7(C), apply all amounts on deposit in the Collection Account (including, including (x)(1)(a) Collections deposited therein during the related Collection Period and (b) any amounts due during the related Collection Period but deposited into the Collection Account within ten (10) Business Days after the end of such Collection Period that the Servicer Facility Administrator (at its option) has determined (with written notice thereof to the Paying Agent (with a copy to the Borrower Administrative Agent, each Lender and the Back-Up ServicerBorrower)) to be treated as if such amounts were on deposit in the Collection Account at the end of such Collection Period, (2) amounts deposited therein from the Liquidity Reserve Account or the Supplemental Reserve Account, in each case, case in accordance with Section 8.2, 8.2 or (3) any amounts deposited therein by the a Seller (Solar Loans), the Seller (Solar Assets) or SEC TEP Resources pursuant to the Sale and Contribution Agreement (Solar Loans), the Sale and Contribution Agreement (Solar Assets) or the Parent pursuant to the Parent Guaranty, respectively, or otherwise deposited therein by SEC or any of its Affiliates in its sole discretion in respect of any Collection Period to cure an actual or anticipated shortfall of any amounts required to make payments pursuant to Section 2.7(C) on any date, but (y) excluding Collections deposited therein in the current Collection Period except as necessary to make distributions pursuant to clauses (i)-(vi) through (iii) of this Section 2.7(B) or as otherwise determined by the Servicer Facility Administrator pursuant to clause (x)(1)(a) above) (the “Distributable Collections”), amounts on deposit in the Takeout Transaction Account on such Business Day representing net proceeds of any Takeout Transaction and any other amounts paid or received from the Borrower, including pursuant to Section 2.11, Section 2.12(A) and Section 2.13, as applicable, to the Obligations in the following order of priority based solely on information contained in (I) with respect to any Payment Date, the Monthly Servicer Facility Administrator Report for such related Collection Period or, if no Monthly Servicer Facility Administrator Report is providedavailable, solely as directed in writing by the Administrative Agent or (II) with respect to any other Business Day, including the date of closing for a Takeout Transaction, on which the Borrower requests an application and distribution of funds in the Collection Account (and/or Takeout Transaction Account, if applicable, or other amounts paid or received from the Borrower), an interim Monthly Servicer Facility Administrator Report or such other report in form and substance reasonably satisfactory to the Administrative Agent relating (as confirmed by the Administrative Agent via an email sent to the Distributable Collections Paying Agent) and proceeds of a Takeout Transaction, if applicable, the Paying Agent that is delivered by the Servicer Facility Administrator (which the Servicer Facility Administrator hereby agrees to deliver at the request of the Administrative Agent):
(i) first (Taxes), to the Manager for the payment to the appropriate taxing authorities, the amount of franchise taxes owed by the Borrower prior to the next Payment Date and for which funds have not previously been withdrawn from the Collection Account; provided, that taxes paid and to be paid pursuant to this subclause (i) shall include only those accrued on or after the Closing Date;
(ii) second (Service Providers), ratably, (a) to the Agent (1) the Agent Fee and (2)(x) any accrued and unpaid Agent Fees with respect to prior Payment Dates plus (y) out-of-pocket expenses and indemnities of the Agent incurred and not reimbursed in connection with its obligations and duties under this Agreement; provided that the aggregate payments to the Agent as reimbursement for clause (a)(2)(y) will be limited to $[***] per calendar year so long as no Event of Default has occurred pursuant to this Agreement (unless otherwise approved by the Agent); (b) to the Back-Up Servicing Fee Account for payment to the Back-Up Servicer (1) the Back-Up Servicing Fee, (2)(x) any accrued and unpaid Back-Up Servicing Fees with respect to prior Payment Dates plus (y) out-of-pocket expenses and indemnities of the Back-Up Servicer, and (3) any accrued and unpaid transition costs, in each case, pursuant to the Transaction Documents; provided that the aggregate payments to the Back-Up Servicer as reimbursement for clause (b)(2)(y) will be limited to $[***] per calendar year so long as no Event of Default has occurred pursuant to this Agreement (unless otherwise approved by the Agent); provided, further that the aggregate payments to the Back-Up Servicer as reimbursement for clause (b)(3) shall be limited to $[***] (unless otherwise approved by the Agent); (c) to the Manager, the Manager Fee; (d) to the Servicer, the Servicer Fee; and (e) to the Custodial Fee Account for payment to the Custodian, the Custodial Fee;
(iii) third (Interest Distribution Amount), to each Funding Agent, for the benefit of and on behalf of the Lenders in its Lender Group, the Interest Distribution Amount then due (allocated among the Lender Groups based on their Lender Group Percentages) until paid in full;
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.)
Repayment of the Advances. (Aa) The maturity date for this facility is the Facility Maturity Date (unless earlier terminated in accordance with Section 6.2(B) or upon any voluntary termination of the Facility by the Borrower) and notwithstanding any other provision to the contrary, the outstanding principal balance of the Advances and the other Obligations owing under this Agreement, together with all accrued but unpaid interest thereon, shall be due and payable in full, if not due and payable earlier, on the Facility Maturity Date (unless earlier terminated in accordance with Section 6.2(B) or upon any voluntary termination of the Facility by the Borrower)Date.
(Bb) On any Business Dayeach Monthly Payment Date, except following the occurrence and during the continuation of an Event of Default, the Borrower may direct shall cause the payment in full of all Distributable Amounts to the Administrative Agent tofor payment to the applicable Person; provided that the Borrower shall pay the Credit Manager Fees directly to the Credit Manager on or prior to each Monthly Payment Date as provided in the Credit Manager Agreement.
(c) On each Monthly Payment Date following the occurrence and during the continuation of an Event of Default, and on each Payment Date, the Agent shall, subject to Section 2.7(D), apply all amounts on deposit in the Collection Account (includingAccount, (x)(1)(a) including Collections deposited therein during the related Collection Period shall, at the direction of the Administrative Agent, be disbursed by the Account Bank from the Collection Account and applied on such Monthly Payment Date in the following order of priority:
(bi) first, to the Borrower, any amounts due during the related Collection Period but Base Servicing Fee inadvertently deposited into the Collection Account within ten (10) Business Days after the end of such Collection Period that the Servicer (at its option) has determined (with written notice thereof to the Agent (with a copy to the Borrower and the Back-Up Servicer)) to be treated as if such amounts were on deposit in the Collection Account at the end of such Collection Period, (2) amounts deposited therein from the Liquidity Reserve Account or the Supplemental Reserve Account, in each case, in accordance with Section 8.2, or (3) any amounts deposited therein by the Seller (Solar Loans), the Seller (Solar Assets) or SEC pursuant to the Sale and Contribution Agreement (Solar Loans), the Sale and Contribution Agreement (Solar Assets) or the Guaranty, respectively, or otherwise deposited therein by SEC or any of its Affiliates in its sole discretion in respect of any Collection Period to cure an actual or anticipated shortfall of any amounts required to make payments pursuant to Section 2.7(C) on any date, but (y) excluding Collections deposited therein in the current Collection Period except as necessary to make distributions pursuant to clauses (i)-(v) of this Section 2.7(B) or as otherwise determined by the Servicer pursuant to clause (x)(1)(a) above) (the “Distributable Collections”), to the Obligations in the following order of priority based solely on information contained in (I) with respect to any Payment Date, the Monthly Servicer Report for such related Collection Period or, if no Monthly Servicer Report is provided, solely as directed in writing by the Agent or (II) with respect to any other Business Day, including the date of closing for a Takeout Transaction, on which the Borrower requests an application and distribution of funds in the Collection Account (and/or Takeout Transaction Account, if applicable), an interim Monthly Servicer Report or such other report in form and substance reasonably satisfactory to the Agent relating to the Distributable Collections and proceeds of a Takeout Transaction, if applicable, that is delivered by the Servicer (which the Servicer hereby agrees to deliver at the request of the Agent):
(i) first (Taxes), to the Manager for the payment to the appropriate taxing authorities, the amount of franchise taxes owed by the Borrower prior to the next Payment Date and for which funds have not previously been withdrawn from the Collection Account; provided, that taxes paid and to be paid pursuant to this subclause (i) shall include only those accrued on or after the Closing DateBorrower;
(ii) second (Service Providers)second, ratably, ratably (a) to the Agent (1) the Agent Fee Administrative Agent, all costs, expenses, reimbursements and (2)(x) any accrued and unpaid Agent Fees with respect to prior Payment Dates plus (y) out-of-pocket expenses and indemnities of the Agent incurred and not reimbursed in connection with its obligations and duties under this Agreement; provided that the aggregate payments indemnification amounts owed to the Administrative Agent as reimbursement for clause (a)(2)(y) will be limited to $[***] per calendar year so long as no Event of Default has occurred pursuant to this Agreement (unless otherwise approved by the Agent); terms hereof, and (b) to the Back-Up Servicing Fee Account for payment to Credit Manager, the Back-Up Servicer (1) the Back-Up Servicing Fee, (2)(x) any accrued and unpaid Back-Up Servicing Credit Manager Fees with respect to prior such Monthly Payment Dates plus (y) out-of-pocket expenses Date and indemnities of the Back-Up Servicer, and (3) any accrued and unpaid transition all costs, in each caseexpenses, reimbursements and indemnification amounts owed to the Credit Manager pursuant to the Transaction Documents; provided that terms of the aggregate payments to the Back-Up Servicer as reimbursement for clause (b)(2)(y) will be limited to $[***] per calendar year so long as no Event of Default has occurred pursuant to this Agreement (unless otherwise approved by the Agent); provided, further that the aggregate payments to the Back-Up Servicer as reimbursement for clause (b)(3) shall be limited to $[***] (unless otherwise approved by the Agent); (c) to the Manager, the Credit Manager Fee; (d) to the Servicer, the Servicer Fee; and (e) to the Custodial Fee Account for payment to the Custodian, the Custodial FeeAgreement;
(iii) third (Interest Distribution Amount)third, to each Funding the Administrative Agent, for the benefit of and on behalf of the Lenders in its Lender GroupLenders, the Interest Distribution Amount with respect to such Monthly Payment Date;
(iv) fourth, to the Administrative Agent, on behalf of the Lenders, the payment of the Non-Usage Fee with respect to such Monthly Payment Date;
(v) fifth, to the Administrative Agent, on behalf of the Lenders, pro rata, based on the Advances held by such Lender, all remaining amounts to be applied to the reduction of such Advances to zero on such date;
(vi) sixth, to the Administrative Agent, on behalf of the applicable party, all amounts that are then due and payable pursuant to Section 2.11;
(allocated among vii) seventh, to the Lender Groups based Administrative Agent, on their Lender Group Percentagesbehalf of the applicable party, all fees, expenses, indemnitees and other amounts that are due and payable by the Borrower and incurred in connection with this Agreement and required to be paid or reimbursed hereunder, the financing, management, operation or maintenance of the Collateral or the Transaction Documents, including to consultants and experts retained by the Borrower (including attorneys and accountants) until paid and verification agents and Dealers retained pursuant to the terms hereof;
(viii) eighth, to the Administrative Agent, on behalf of any applicable party, the ratable payment of all other Obligations that are past due or payable on such date; and
(ix) ninth, all remaining amounts to the Borrower’s Account on such date. Notwithstanding anything to the contrary in full;this Agreement or any of the other Transaction Documents, all terms and provisions of this Agreement and the other Transaction Documents are and shall be subject to the terms and provisions of each Acknowledgment Agreement. To the extent that any conflict necessarily exists or shall be adjudged to exist between the terms and provisions of this Agreement and those of the applicable Acknowledgment Agreement, solely with respect to the relationship and agreements between Borrower and/or Administrative Agent, on the one hand, and the applicable Agency, on the other hand, the terms and provisions of the applicable Acknowledgment Agreement shall govern and control.
(d) Notwithstanding the foregoing, following the occurrence and during the continuation of an Event of Default, in the event that amounts available for distribution from the Collection Account pursuant to Section 2.7(c) are insufficient to pay in full all Obligations then due and owing on any day, then the Borrower shall cause the payment in full of the applicable deficiency to the Administrative Agent for payment to the applicable parties hereto.
Appears in 3 contracts
Samples: Credit Agreement (Home Point Capital Inc.), Credit Agreement (Home Point Capital Inc.), Credit Agreement (Home Point Capital Inc.)
Repayment of the Advances. (A) The maturity date for this facility is the Facility Maturity Date (unless earlier terminated in accordance with Section 6.2(B) or upon any voluntary termination of the Facility by the Borrower) and notwithstanding any other provision to the contrary, the outstanding principal balance of the Advances and the other Obligations owing under this Agreement, together with all accrued but unpaid interest thereon, shall be due and payable in full, if not due and payable earlier, on the Facility Maturity Date (unless earlier terminated in accordance with Section 6.2(B) or upon any voluntary termination of the Facility by the Borrower)Date.
(B) On any Business Day, the Borrower may direct the Paying Agent to, and on each Payment Date, the Borrower shall direct the Paying Agent shallto, subject to Section 2.7(D), apply all amounts on deposit in the Collection Account (including, (x)(1)(ax)(1) (a) Collections deposited therein during the related Collection Period and (b) any amounts due during the related Collection Period but deposited into the Collection Account within ten (10) Business Days after the end of such Collection Period that the Servicer (at its option) has determined (with written notice thereof to the Paying Agent (with a copy to the Administrative Agent, the Borrower and the Back-Up Servicer)) to be treated as if such amounts were on deposit in the Collection Account at the end of such Collection Period, (2) amounts deposited therein from the Liquidity Reserve Account or the Supplemental Equipment Replacement Reserve Account, in each case, case in accordance with Section 8.2, or (3) any amounts deposited therein by the Seller (Solar Loans), or the Seller (Solar Assets) or SEC Parent pursuant to the Sale and Contribution Agreement (Solar Loans), the Sale and Contribution Agreement (Solar Assets) or the Parent Guaranty, respectively, or otherwise deposited therein by SEC or any of its Affiliates in its sole discretion in respect of any Collection Period to cure an actual or anticipated shortfall of any amounts required to make payments pursuant to Section 2.7(C) on any date, but (y) excluding Collections deposited therein in the current Collection Period except as necessary to make distributions pursuant to clauses (i)-(v) of this Section 2.7(B) or as otherwise determined by the Servicer pursuant to clause (x)(1)(a) above) (the “Distributable Collections”), to the Obligations in the following order of priority based solely on information contained in (I) with respect to any Payment Date, the Monthly Servicer Report for such related Collection Period or, if no Monthly Servicer Report is provided, solely as directed in writing by the Administrative Agent or (II) with respect to any other Business Day, including the date of closing for a Takeout Transaction, on which the Borrower requests an application and distribution of funds in the Collection Account (and/or Takeout Transaction Account, if applicable), an interim Monthly Servicer Report or such other report in form and substance reasonably satisfactory to the Administrative Agent (as confirmed by the Administrative Agent via an email sent to the Paying Agent) and the Paying Agent relating to the Distributable Collections and proceeds of a Takeout Transaction, if applicable, that is delivered by the Servicer (which the Servicer hereby agrees to deliver at the request of the Administrative Agent):
(i) first (Taxes), to the Manager for the payment to the appropriate taxing authorities, the amount of franchise taxes owed by the Borrower prior to the next Payment Date and for which funds have not previously been withdrawn from the Collection Account; provided, that taxes paid and to be paid pursuant to this subclause (i) shall include only those accrued on or after the Closing Date;
(ii) second (Service Providers), ratably, (a) to the Paying Agent (1) the Paying Agent Fee and (2)(x) any accrued and unpaid Paying Agent Fees with respect to prior Payment Dates plus (y) out-of-pocket expenses and indemnities of the Paying Agent incurred and not reimbursed in connection with its obligations and duties under this Agreement; provided that the aggregate payments to the Agent as reimbursement for clause (a)(2)(y) will be limited to $[***] per calendar year so long as no Event of Default has occurred pursuant to this Agreement (unless otherwise approved by the Agent); (b) to the Back-Up Servicing Fee Account for payment to Servicer and the Back-Up Servicer Transition Manager (1) the Back-Up Servicing Fee, /Transition Manager Fee and (2)(x) any accrued and unpaid Back-Up Servicing Fees Fees/Transition Manager Fee with respect to prior Payment Dates plus (y) out-of-pocket expenses and indemnities of the Back-Up ServicerServicer and Transition Manager, as applicable; and (3) any accrued and unpaid transition costs, in each case, pursuant to the Transaction Documents; provided that the aggregate payments to the Paying Agent, the Back-Up Servicer Servicer, and the Transition Manager as reimbursement for clause clauses (a)(2)(y) and (b)(2)(y) will be limited to $[***] per calendar year so long as no Event of Default has occurred pursuant to this Agreement (unless otherwise approved by the Administrative Agent); provided, further that the aggregate payments to the Back-Up Servicer and the Transition Manager as reimbursement for clause (b)(33) shall will be limited to $[***] per transition occurrence and $[***] in the aggregate (unless otherwise approved by the Administrative Agent); (c) to the Manager, the Manager Fee; (d) to the Servicer, the Servicer Fee; and (e) to the Custodial Fee Account for payment to the Custodian, the Custodial Fee;
(iii) third (Interest Distribution Amount), to each Funding Agent, for the benefit of and on behalf of the Lenders in its Lender Group, the Interest Distribution Amount then due (allocated among the Lender Groups based on their Lender Group Percentages) until paid in full;
Appears in 2 contracts
Samples: Credit Agreement (Sunnova Energy International Inc.), Credit Agreement (Sunnova Energy International Inc.)
Repayment of the Advances. (Aa) The maturity date for this facility is the Facility Maturity Date (unless earlier terminated in accordance with Section 6.2(B) or upon any voluntary termination of the Facility by the Borrower) and notwithstanding any other provision to the contrary, the outstanding principal balance of the Advances and the other Obligations owing under this Agreement, together with all accrued but unpaid interest thereon, shall be due and payable in full, if not due and payable earlier, on the Facility Maturity Date (unless earlier terminated in accordance with Section 6.2(B) or upon any voluntary termination of the Facility by the Borrower)Date.
(Bb) On any Business Dayeach Monthly Payment Date during the Availability Period, except following the occurrence and during the continuation of an Event of Default, the Borrower may direct shall cause the payment in full of (i) all Distributable Amounts (other than the Servicing Diligence Fee) to the Administrative Agent tofor payment to the applicable Persons and (ii) the Servicing Diligence Fees directly to the Servicing Diligence Agent with respect to such Monthly Payment Date.
(c) So long as no Event of Default has occurred and is continuing, and on each Monthly Payment DateDate following the end of the Availability Period, the Agent shall, subject to Section 2.7(D), apply all amounts on deposit in the Collection Account (includingAccount, (x)(1)(a) including Collections deposited therein during the related Collection Period shall, at the direction of the Administrative Agent, be disbursed by the Account Bank from the Collection Account and applied on such Monthly Payment Date in the following order of priority:
(i) first, to the Borrower, any Base Servicing Fee inadvertently deposited into the Collection Account; 742613903 21686243
(ii) second ratably (x) to the Administxxxxxx Xgent, all Fees, costs, expenses, reimbursements and indemnification amounts owed to the Administrative Agent pursuant to the terms hereof, and (by) to the Servicing Diligence Agent, the Servicing Diligence Fees with respect to such Monthly Payment Date;
(iii) third, to the Administrative Agent, on behalf of the Lenders, the Interest Distribution Amount with respect to such Monthly Payment Date;
(iv) fourth, to the Administrative Agent, on behalf of the Lenders, the payment of any Non-Usage Fee and any Minimum Utilization Fee that is then due and payable on as of such Monthly Payment Date;
(v) fifth, to the Administrative Agent, on behalf of the Lenders, pro rata, in an amount equal to greater of (x) the Additional Principal Amortization Amounts due and payable on such Monthly Payment Date and (y) the amounts remaining in the Collection Account (up to an amount that would pay the Advances in full);
(vi) sixth, to the Administrative Agent, on behalf of any applicable party, all amounts that are then due and payable pursuant to Section 2.11;
(vii) seventh, to the Administrative Agent, on behalf of any applicable party, all fees, expenses, indemnitees and other amounts that are due and payable by the Borrower and incurred in connection with this Agreement and required to be paid or reimbursed hereunder, the financing, management, operation or maintenance of the Collateral or the Transaction Documents, including to consultants and experts retained by the Borrower (including attorneys and accountants);
(viii) eighth, to the Administrative Agent, on behalf of any applicable party, the ratable payment of all other Obligations that are past due or payable on such date;
(ix) ninth, to the Servicing Diligence Agent, all costs, expenses, reimbursements and indemnification amounts owed to the Servicing Diligence Agent pursuant to the terms of the Servicing Diligence Agreement; and
(x) tenth, all remaining amounts to the Borrower’s Account on such date.
(d) On each Monthly Payment Date following the occurrence and during the continuation of an Event of Default, amounts on deposit in the Collection Account, including Collections deposited therein during the related Collection Period but deposited into shall, at the direction of the Administrative Agent, be disbursed by the Account Bank from the Collection Account within ten (10) Business Days after the end of and applied on such Collection Period that the Servicer (at its option) has determined (with written notice thereof to the Agent (with a copy to the Borrower and the Back-Up Servicer)) to be treated as if such amounts were on deposit in the Collection Account at the end of such Collection Period, (2) amounts deposited therein from the Liquidity Reserve Account or the Supplemental Reserve Account, in each case, in accordance with Section 8.2, or (3) any amounts deposited therein by the Seller (Solar Loans), the Seller (Solar Assets) or SEC pursuant to the Sale and Contribution Agreement (Solar Loans), the Sale and Contribution Agreement (Solar Assets) or the Guaranty, respectively, or otherwise deposited therein by SEC or any of its Affiliates in its sole discretion in respect of any Collection Period to cure an actual or anticipated shortfall of any amounts required to make payments pursuant to Section 2.7(C) on any date, but (y) excluding Collections deposited therein in the current Collection Period except as necessary to make distributions pursuant to clauses (i)-(v) of this Section 2.7(B) or as otherwise determined by the Servicer pursuant to clause (x)(1)(a) above) (the “Distributable Collections”), to the Obligations Monthly Payment Date in the following order of priority based solely on information contained in (I) with respect to any Payment Date, the Monthly Servicer Report for such related Collection Period or, if no Monthly Servicer Report is provided, solely as directed in writing by the Agent or (II) with respect to any other Business Day, including the date of closing for a Takeout Transaction, on which the Borrower requests an application and distribution of funds in the Collection Account (and/or Takeout Transaction Account, if applicable), an interim Monthly Servicer Report or such other report in form and substance reasonably satisfactory to the Agent relating to the Distributable Collections and proceeds of a Takeout Transaction, if applicable, that is delivered by the Servicer (which the Servicer hereby agrees to deliver at the request of the Agent):priority:
(i) first (Taxes)first, to the Manager for the payment to the appropriate taxing authoritiesBorrower, the amount of franchise taxes owed by the Borrower prior to the next Payment Date and for which funds have not previously been withdrawn from any Base Servicing Fee inadvertently deposited into the Collection Account; provided, that taxes paid and to be paid pursuant to this subclause (i) shall include only those accrued on or after the Closing Date;
(ii) second second, ratably (Service Providers), ratably, (ax) to the Administrative Agent, all Fees, costs, expenses, reimbursements and indemnification amounts owed to the Administrative Agent (1) pursuant 742613903 21686243 to the Agent Fee terms hereof, and (2)(xy) any accrued and unpaid Agent to the Servicing Diligence Agent, the Servicing Diligence Fees with respect to prior such Monthly Payment Dates plus Date;
(iii) third, to the Administrative Agent, on behalf of the Lenders, pro rata, and payable with respect to the Advances and Commitments (x) the Interest Distribution Amount with respect to such Monthly Payment Date, (y) outany Non-of-pocket expenses Usage Fee and indemnities any Minimum Utilization Fee due and payable as of such Monthly Payment Date, and (z) to the principal balance of the Agent incurred and not reimbursed in connection with its obligations and duties under this Agreement; provided that the aggregate payments to the Agent as reimbursement for clause (a)(2)(y) will be limited outstanding Advances until reduced to $[***] per calendar year so long as no Event ];
(iv) fourth, to the Administrative Agent, on behalf of Default has occurred the Administrative Agent and each Lender, all amounts that are then due and payable to such Persons pursuant to Section 2.11;
(v) fifth, to the Administrative Agent, on behalf of the Administrative Agent and each Lender, all fees, expenses, indemnitees and other amounts that are due and payable by the Borrower to such Persons and incurred in connection with this Agreement (unless otherwise approved and required to be paid or reimbursed hereunder, the financing, management, operation or maintenance of the Collateral or the Transaction Documents, including to consultants and experts retained by the Agent); Borrower (bincluding attorneys and accountants) pursuant to the Back-Up terms hereof;
(vi) sixth, to the Administrative Agent, on behalf of the Administrative Agent and each Lender, the ratable payment of all other Obligations that are past due or payable on such date to such Persons;
(vii) seventh, to the Servicing Fee Diligence Agent, all costs, expenses, reimbursements and indemnification amounts owed to the Servicing Diligence pursuant to the terms of the Servicing Diligence Agreement; and
(viii) eighth, all remaining amounts to the Borrower’s Account on such date. Notwithstanding anything to the contrary in this Agreement or any of the other Transaction Documents, all terms and provisions of this Agreement and the other Transaction Documents are and shall be subject to the terms and provisions of the Fannie Mae Acknowledgment Agreement. To the extent txxx xxy conflict necessarily exists or shall be adjudged to exist between the terms and provisions of this Agreement and those of the Fannie Mae Acknowledgment Agreement, solely with resxxxx xo xxe relationship and agreements between Borrower and/or Administrative Agent, on the one hand, and Fannie Mae, on the other hand, the terms and provisixxx xx the Fannie Mae Acknowledgment Agreement shall govern and xxxxxox.
(e) Notwithstanding the foregoing, in the event that amounts available for distribution from the Collection Account pursuant to Section 2.7(c) or (d) are insufficient to pay in full all amounts due and owing on any Monthly Payment Date, then the Borrower shall have an unconditional obligation to cause the payment in full of the applicable deficiency to the Administrative Agent for payment to the Back-Up Servicer (1) the Back-Up Servicing Fee, (2)(x) any accrued and unpaid Back-Up Servicing Fees with respect applicable Persons. The Borrower’s obligation to prior Payment Dates plus (y) out-of-pocket expenses and indemnities of the Back-Up Servicer, and (3) any accrued and unpaid transition costs, in each case, pursuant to the Transaction Documents; provided that the aggregate payments to the Back-Up Servicer as reimbursement for clause (b)(2)(y) will be limited to $[***] per calendar year so long as no Event of Default has occurred pay amounts pursuant to this Agreement (unless otherwise approved by the Agent); provided, further that the aggregate payments to the Back-Up Servicer as reimbursement for clause (b)(3) Section 2.7 shall be limited to $[***] (unless otherwise approved by the Agent); (c) to the Manager, the Manager Fee; (d) to the Servicer, the Servicer Fee; and (e) to the Custodial Fee Account for payment to the Custodian, the Custodial Fee;
(iii) third (Interest Distribution Amount), to each Funding Agent, for the benefit of and on behalf “full recourse” obligations of the Lenders in its Lender Group, the Interest Distribution Amount then due (allocated among the Lender Groups based on their Lender Group Percentages) until paid in full;Borrower. 742613903 21686243
Appears in 1 contract
Samples: Credit Agreement (loanDepot, Inc.)
Repayment of the Advances. (A) The maturity date for this facility is the Facility Maturity Date (unless earlier terminated in accordance with Section 6.2(B) or upon any voluntary termination of the Facility by the Borrower) and notwithstanding any other provision to the contrary, the outstanding principal balance of the Aggregate Outstanding Advances and the other Obligations owing under this Agreement, together with all accrued but unpaid interest thereon, shall be due and payable in full, if not due and payable earlier, on the Facility Maturity Date (unless earlier terminated in accordance with Section 6.2(B) or upon any voluntary termination of the Facility by the Borrower)Date.
(B) On any Business Dayeach Payment Date and each date on which the Borrower is making a prepayment in accordance with Section 2.8(A), the Borrower may direct the Paying Agent toshall apply (a) with respect to Payment Dates only, and on each Payment Date, the Agent shall, subject to Section 2.7(D), apply all amounts on deposit deposited in the Revenue Account with respect to the related Collection Account Period (including, including (x)(1)(a1) Collections deposited therein during the related Collection Period and (b) any amounts due during the related Collection Period but deposited into the Collection Account within ten (10) Business Days after the end of such Collection Period that the Servicer (at its option) has determined (with written notice thereof to the Agent (with a copy to the Borrower and the Back-Up Servicer)) to be treated as if such amounts were on deposit in the Collection Account at the end of such Collection Period, (2) amounts deposited therein from the Liquidity Reserve Account or Account, the Supplemental Reserve Account, Post-PTO Reserve Account and the ITC Insurance Proceeds Account, in each case, case in accordance with Section 8.2, or (3) any amounts deposited therein by the Seller (Solar Loans), Depositor or the Seller (Solar Assets) or SEC Sponsor pursuant to the Sale and Depositor Contribution Agreement (Solar Loans), the Sale and Contribution Agreement (Solar Assets) or the Performance Guaranty, respectively, or otherwise and (4) any other amounts deposited therein by SEC any Transaction Party pursuant to a Transaction Document) (the “Distributable Revenue”), and (b) any other amounts paid or any of its Affiliates received from the Borrower, including pursuant to Sections 2.8(A), 2.12 and 2.13, as applicable, based solely on information contained in its sole discretion the Quarterly Transaction Manager Report (or such other report or direction agreed to by the Administrative Agent) for such related Collection Period (it being understood that Borrower Subsidiary Distributions in respect of any Collection Period that are collected in or distributed to cure an actual or anticipated shortfall of any amounts required to make payments pursuant to Section 2.7(C) on any date, but (y) excluding Collections deposited therein in the current Revenue Account after a Collection Period except as necessary but prior to make distributions pursuant the Determination Date related to clauses (i)-(vthe Payment Date for such Collection Period shall be deemed to be received or distributed during such Collection Period) of this Section 2.7(B) or as otherwise determined by the Servicer pursuant to clause (x)(1)(a) above) (the “Distributable Collections”), to the Obligations in the following order of priority based solely on information contained in (I) with respect to any Payment Date, the Monthly Servicer Report for such related Collection Period or, if no Monthly Servicer Report is provided, solely as directed in writing by the Agent or (II) with respect to any other Business Day, including the date of closing for a Takeout Transaction, on which the Borrower requests an application and distribution of funds in the Collection Account (and/or Takeout Transaction Account, if applicable), an interim Monthly Servicer Report or such other report in form and substance reasonably satisfactory to the Agent relating to the Distributable Collections and proceeds of a Takeout Transaction, if applicable, that is delivered by the Servicer (which the Servicer hereby agrees to deliver at the request of the Agent):
priority: (i) first (Taxes)first, to the Manager for Servicers any amounts then due and payable by any Wholly- Owned Subsidiaries under the payment applicable Services Agreements, pro rata based on the amounts then owed to the appropriate taxing authorities, the amount of franchise taxes owed by the Borrower prior to the next Payment Date and for which funds have not previously been withdrawn from the Collection AccountServicers thereunder; provided, that taxes paid and to be paid pursuant to this subclause (i) shall include only those accrued on or after the Closing Date;
(ii) second (Service Providers)second, ratably, ratably and on a pari passu basis (a) to the Agent (1) Collateral Agent, the Agent Fee Custodian, the Transaction Transition Manager and (2)(x) the Paying Agent, any accrued and unpaid Collateral Agent Fees, Custodial Fees, Transaction Transition Manager Fees and Paying Agent Fees with respect to prior Payment Dates plus then due and payable by the Borrower and (yb) out-of-any out of pocket expenses and indemnities of due and payable by the Borrower to the Collateral Agent, the Custodian, the Transaction Transition Manager and the Paying Agent incurred pursuant to the Transaction Documents and not reimbursed in connection with its obligations and duties under reimbursed, provided, that any amounts pursuant to this Agreement; provided that the aggregate payments to the Agent as reimbursement for clause (a)(2)(yii)(b) will be limited to $[***] 100,000 per calendar year so long as no Event of Default has occurred pursuant to this Agreement (unless otherwise approved by the Agent)and is continuing; (biii) third, to the Back-Up Servicing Fee Account for payment to the Back-Up Servicer (1) the Back-Up Servicing FeeTransaction Manager, (2)(x) any accrued and unpaid Back-Up Servicing Transaction Manager Fees with respect to prior Payment Dates plus (y) out-of-pocket expenses then due and indemnities of the Back-Up Servicer, and (3) any accrued and unpaid transition costs, in each case, pursuant to the Transaction Documents; provided that the aggregate payments to the Back-Up Servicer as reimbursement for clause (b)(2)(y) will be limited to $[***] per calendar year so long as no Event of Default has occurred pursuant to this Agreement (unless otherwise approved payable by the Agent); provided, further that the aggregate payments to the Back-Up Servicer as reimbursement for clause (b)(3) shall be limited to $[***] (unless otherwise approved by the Agent)Borrower; (civ) fourth, ratably and on a pari passu basis (a) to the Manager, the Manager Fee; (d) to the Servicer, the Servicer Fee; and (e) to the Custodial Fee Account for payment to the Custodian, the Custodial Fee;
(iii) third (Interest Distribution Amount), to each Funding Agent, for the benefit of and Agents on behalf of the Lenders in its their respective Lender GroupGroups, all Interest Distribution Amounts then due and payable and (b) to the Hedge Counterparties, the Interest Distribution Amount Ordinary Course Settlement Payments then due (allocated among and payable to the Lender Groups based on their Lender Group Percentages) until paid in fullHedge Counterparties under any Hedge Agreements;
Appears in 1 contract
Samples: Credit Agreement (Sunrun Inc.)
Repayment of the Advances. (A) The maturity date for this facility is the Facility Maturity Date (unless earlier terminated in accordance with Section 6.2(B) or upon any voluntary termination of the Facility by the Borrower) and notwithstanding any other provision to the contrary, the outstanding principal balance of the Advances and the other Obligations owing under this Agreement, together with all accrued but unpaid interest thereon, shall be due and payable in full, if not due and payable earlier, on the Facility Maturity Date (unless earlier terminated in accordance with Section 6.2(B) or upon any voluntary termination of the Facility by the Borrower).
(B) On any Business Day, the Borrower may direct the Agent to, and on each Payment Date, the Agent shall, subject to Section 2.7(D), apply all amounts on deposit in the Collection Account (including, (x)(1)(a) Collections deposited therein during the related Collection Period and (b) any amounts due during the related Collection Period but deposited into the Collection Account within ten (10) Business Days after the end of such Collection Period that the Servicer (at its option) has determined (with written notice thereof to the Agent (with a copy to the Borrower and the Back-Up Servicer)) to be treated as if such amounts were on deposit in the Collection Account at the end of such Collection Period, (2) amounts deposited therein from the Liquidity Reserve Account or the Supplemental Reserve Account, in each case, in accordance with Section 8.2, or (3) any amounts deposited therein by the Seller (Solar Loans), the Seller (Solar Assets) or SEC pursuant to the Sale and Contribution Agreement (Solar Loans), the Sale and Contribution Agreement (Solar Assets) or the Guaranty, respectively, or otherwise deposited therein by SEC or any of its Affiliates in its sole discretion in respect of any Collection Period to cure an actual or anticipated shortfall of any amounts required to make payments pursuant to Section 2.7(C) on any date, but (y) excluding Collections deposited therein in the current Collection Period except as necessary to make distributions pursuant to clauses (i)-(v) of this Section 2.7(B) or as otherwise determined by the Servicer pursuant to clause (x)(1)(a) above) (the “Distributable Collections”), to the Obligations in the following order of priority based solely on information contained in (I) with respect to any Payment Date, the Monthly Servicer Report for such related Collection Period or, if no Monthly Servicer Report is provided, solely as directed in writing by the Agent or (II) with respect to any other Business Day, including the date of closing for a Takeout Transaction, on which the Borrower requests an application and distribution of funds in the Collection Account (and/or Takeout Transaction Account, if applicable), an interim Monthly Servicer Report or such other report in form and substance reasonably satisfactory to the Agent relating to the Distributable Collections and proceeds of a Takeout Transaction, if applicable, that is delivered by the Servicer (which the Servicer hereby agrees to deliver at the request of the Agent):
(i) first (Taxes), to the Manager for the payment to the appropriate taxing authorities, the amount of franchise taxes owed by the Borrower prior to the next Payment Date and for which funds have not previously been withdrawn from the Collection Account; provided, that taxes paid and to be paid pursuant to this subclause (i) shall include only those accrued on or after the Closing Date;; [***] = 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.
(ii) second (Service Providers), ratably, (a) to the Agent (1) the Agent Fee and (2)(x) any accrued and unpaid Agent Fees with respect to prior Payment Dates plus (y) out-of-pocket expenses and indemnities of the Agent incurred and not reimbursed in connection with its obligations and duties under this Agreement; provided that the aggregate payments to the Agent as reimbursement for clause (a)(2)(y) will be limited to $[***] 50,000 per calendar year so long as no Event of Default has occurred pursuant to this Agreement (unless otherwise approved by the Agent); (b) to the Back-Up Servicing Fee Account for payment to the Back-Up Servicer (1) the Back-Up Servicing Fee, (2)(x) any accrued and unpaid Back-Up Servicing Fees with respect to prior Payment Dates plus (y) out-of-pocket expenses and indemnities of the Back-Up Servicer, and (3) any accrued and unpaid transition costs, in each case, pursuant to the Transaction Documents; provided that the aggregate payments to the Back-Up Servicer as reimbursement for clause (b)(2)(y) will be limited to $[***] 50,000 per calendar year so long as no Event of Default has occurred pursuant to this Agreement (unless otherwise approved by the Agent); provided, further that the aggregate payments to the Back-Up Servicer as reimbursement for clause (b)(3) shall be limited to $[***] 150,000 (unless otherwise approved by the Agent); (c) to the Manager, the Manager Fee; (d) to the Servicer, the Servicer Fee; and (e) to the Custodial Fee Account for payment to the Custodian, the Custodial Fee;
(iii) third (Interest Distribution Amount), to each Funding Agent, for the benefit of and on behalf of the Lenders in its Lender Group, the Interest Distribution Amount then due (allocated among the Lender Groups based on their Lender Group Percentages) until paid in full;
Appears in 1 contract
Samples: Credit Agreement (Sunnova Energy International Inc.)
Repayment of the Advances. (A) The maturity date for this facility is the Facility Maturity Date (unless earlier terminated in accordance with Section 6.2(B) or upon any voluntary termination of the Facility by the Borrower) and notwithstanding any other provision to the contrary, the outstanding principal balance of the Aggregate Outstanding Advances and the other Obligations owing under this Agreement, together with all accrued but unpaid interest thereon, shall be due and payable in full, if not due and payable earlier, on the Facility Maturity Date (unless earlier terminated in accordance with Section 6.2(B) or upon any voluntary termination of the Facility by the Borrower)Date.
(B) On any Business Dayeach Payment Date and each date on which the Borrower is making a prepayment in accordance with Section 2.8(A), the Borrower may direct the Paying Agent toshall apply (a) with respect to Payment Dates only, and on each Payment Date, the Agent shall, subject to Section 2.7(D), apply all amounts on deposit deposited in the Revenue Account with respect to the related Collection Account Period (including, including (x)(1)(a1) Collections deposited therein during the related Collection Period and (b) any amounts due during the related Collection Period but deposited into the Collection Account within ten (10) Business Days after the end of such Collection Period that the Servicer (at its option) has determined (with written notice thereof to the Agent (with a copy to the Borrower and the Back-Up Servicer)) to be treated as if such amounts were on deposit in the Collection Account at the end of such Collection Period, (2) amounts deposited therein from the Liquidity Reserve Account or Account, the Supplemental Reserve Account, Post-PTO Reserve Account and the ITC Insurance Proceeds Account, in each case, case in accordance with Section 8.2, or (3) any amounts deposited therein by the Seller (Solar Loans), Depositor or the Seller (Solar Assets) or SEC Sponsor pursuant to the Sale and Depositor Contribution Agreement (Solar Loans), the Sale and Contribution Agreement (Solar Assets) or the Performance Guaranty, respectively, or otherwise and (4) any other amounts deposited therein by SEC any Transaction Party pursuant to a Transaction Document) (the “Distributable Revenue”), and (b) any other amounts paid or any of its Affiliates received from the Borrower, including pursuant to Sections 2.8(A), 2.12 and 2.13, as applicable, based solely on information contained in its sole discretion the Quarterly Transaction Manager Report (or such other report or direction agreed to by the Administrative Agent) for such related Collection Period (it being understood that Borrower Subsidiary Distributions in respect of any Collection Period that are collected in or distributed to cure an actual or anticipated shortfall of any amounts required to make payments pursuant to Section 2.7(C) on any date, but (y) excluding Collections deposited therein in the current Revenue Account after a Collection Period except as necessary but prior to make distributions pursuant the Determination Date related to clauses (i)-(vthe Payment Date for such Collection Period shall be deemed to be received or distributed during such Collection Period) of this Section 2.7(B) or as otherwise determined by the Servicer pursuant to clause (x)(1)(a) above) (the “Distributable Collections”), to the Obligations in the following order of priority based solely on information contained in (I) with respect to any Payment Date, the Monthly Servicer Report for such related Collection Period or, if no Monthly Servicer Report is provided, solely as directed in writing by the Agent or (II) with respect to any other Business Day, including the date of closing for a Takeout Transaction, on which the Borrower requests an application and distribution of funds in the Collection Account (and/or Takeout Transaction Account, if applicable), an interim Monthly Servicer Report or such other report in form and substance reasonably satisfactory to the Agent relating to the Distributable Collections and proceeds of a Takeout Transaction, if applicable, that is delivered by the Servicer (which the Servicer hereby agrees to deliver at the request of the Agent):priority:
(i) first (Taxes)first, to the Manager for Servicers any amounts then due and payable by any Wholly-Owned Subsidiaries under the payment applicable Services Agreements, pro rata based on the amounts then owed to the appropriate taxing authorities, the amount of franchise taxes owed by the Borrower prior to the next Payment Date and for which funds have not previously been withdrawn from the Collection Account; provided, that taxes paid and to be paid pursuant to this subclause (i) shall include only those accrued on or after the Closing DateServicers thereunder;
(ii) second (Service Providers)second, ratably, ratably and on a pari passu basis (a) to the Agent (1) Collateral Agent, the Agent Fee Custodian, the Transaction Transition Manager and (2)(x) the Paying Agent, any accrued and unpaid Collateral Agent Fees, Custodial Fees, Transaction Transition Manager Fees and Paying Agent Fees with respect to prior Payment Dates plus then due and payable by the Borrower and (yb) out-of-any out of pocket expenses and indemnities of due and payable by the Borrower to the Collateral Agent, the Custodian, the Transaction Transition Manager and the Paying Agent incurred pursuant to the Transaction Documents and not reimbursed in connection with its obligations and duties under reimbursed, provided, that any amounts pursuant to this Agreement; provided that the aggregate payments to the Agent as reimbursement for clause (a)(2)(yii)(b) will be limited to $[***] 100,000 per calendar year so long as no Event of Default has occurred pursuant to this Agreement (unless otherwise approved by the Agent); (b) to the Back-Up Servicing Fee Account for payment to the Back-Up Servicer (1) the Back-Up Servicing Fee, (2)(x) any accrued and unpaid Back-Up Servicing Fees with respect to prior Payment Dates plus (y) out-of-pocket expenses and indemnities of the Back-Up Servicer, and (3) any accrued and unpaid transition costs, in each case, pursuant to the Transaction Documents; provided that the aggregate payments to the Back-Up Servicer as reimbursement for clause (b)(2)(y) will be limited to $[***] per calendar year so long as no Event of Default has occurred pursuant to this Agreement (unless otherwise approved by the Agent); provided, further that the aggregate payments to the Back-Up Servicer as reimbursement for clause (b)(3) shall be limited to $[***] (unless otherwise approved by the Agent); (c) to the Manager, the Manager Fee; (d) to the Servicer, the Servicer Fee; and (e) to the Custodial Fee Account for payment to the Custodian, the Custodial Feeis continuing;
(iii) third (Interest Distribution Amount)third, to each the Transaction Manager, any accrued and unpaid Transaction Manager Fees then due and payable by the Borrower;
(iv) fourth, ratably and on a pari passu basis (a) to the Funding Agent, for the benefit of and Agents on behalf of the Lenders in its their respective Lender GroupGroups, all Interest Distribution Amounts then due and payable and (b) to the Hedge Counterparties, the Interest Distribution Amount Ordinary Course Settlement Payments then due and payable to the Hedge Counterparties under any Hedge Agreements; [***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed.
(allocated among v) fifth, to the Funding Agents on behalf of the Lenders in their respective Lender Groups based Groups, any accrued and unpaid Unused Line Fees then due and payable by the Borrower;
(vi) sixth, ratably and on a pari passu basis (a) to the Funding Agents on behalf of the Lenders in their respective Lender Group PercentagesGroups, all principal under or in respect of the Transaction Documents then due and payable by the Borrower for application as a repayment of Advances, in accordance with Section 2.9(A), to cure any Borrowing Base Deficiency and (b) to the Hedge Counterparties, any Hedge Termination Payments then due and payable to the Hedge Counterparties under the Hedge Agreements (including in connection with such repayment of the Advances) other than (x) payments required to be made pursuant to clause (viii) or (ix) below and (y) any Hedge Termination Payments then due and payable to the Hedge Counterparties as a result of the default of such Hedge Counterparties under the related Hedge Agreements;
(vii) seventh, if such date is a Payment Date not occurring during the Amortization Period, in the following order (a) to the Liquidity Reserve Account, the amount necessary to cause the amount on deposit therein to equal the Liquidity Reserve Account Required Balance, (b) to the Post-PTO Reserve Account, the amount necessary to cause the amount on deposit therein to equal the Post-PTO Reserve Account Required Balance and (c) to the Supplemental Reserve Account, the Supplemental Reserve Account Deposit for such Payment Date;
(viii) eighth in connection with any principal prepayment made in accordance with Section 2.8(A), ratably and on a pari passu basis (a) to the Funding Agents on behalf of the Lenders in their respective Lender Groups, any such principal prepayment and any Liquidation Fees related thereto and (b) to the Hedge Counterparties, any Hedge Termination Payments then due and payable to the Hedge Counterparties under the Hedge Agreements in connection with such repayment of the Advances;
(ix) ninth, if such date is a Payment Date is during the Amortization Period, all remaining Distributable Revenue, ratably and on a pari passu basis (a) to the Funding Agents on behalf of the Lenders in their respective Lender Groups, as a repayment of the principal amount of the Advances and (b) to the Hedge Counterparties, any Hedge Termination Payments then due and payable to the Hedge Counterparties under the Hedge Agreements;
(x) tenth, ratably and on a pari passu basis, to the Hedge Counterparties, any Hedge Termination Payments then due and payable to the Hedge Counterparties under the Hedge Agreements;
(xi) eleventh, ratably and on a pari passu basis, to the Administrative Agent, Funding Agents, Lenders and the Hedge Counterparties, the aggregate amount of all Obligations (including any Breakage Costs and all Liquidation Fees) then due and payable to the extent not paid pursuant to the foregoing clauses until paid in full;
(xii) twelfth, only if the Holdco Credit Agreement is no longer in effect, ratably and on a pari passu basis, to the Collateral Agent, the Custodian, the Transaction Transition Manager and the Paying Agent any accrued and unpaid amounts not paid pursuant to clause (ii) above; and [***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed.
(xiii) thirteenth, the remaining Distributable Revenue (a) so long as the Holdco Credit Agreement is in effect, to the “Revenue Account” under the Holdco Credit Agreement and (b) if the Holdco Credit Agreement is no longer in effect, to or at the direction of the Borrower.
(C) The Paying Agent shall apply all amounts on deposit in the Takeout Transaction Account on any Business Day to the Obligations in the following order of priority:
(i) first, ratably and on pari passu basis, to the Funding Agents on behalf of the Lenders in their respective Lender Groups, the excess, if any, of the Interest Distribution Amount accrued with respect to the amount of Advances prepaid on such day for the related Interest Accrual Period over, if such day is a Payment Date, the amount distributed (or distributable) to the Funding Agents on such day pursuant to Section 2.7(B)(iv);
(ii) second, ratably and on pari passu basis, to the Funding Agents on behalf of the Lenders in their respective Lender Groups, to the prepayment of Advances in an amount equal to the Required Advance Repayment Amount with respect to such Takeout Transaction);
(iii) third, to the Funding Agents on behalf of the Lenders in their respective Lender Groups, all Liquidation Fees, if any, due and payable with respect to the amount of Advances prepaid on such day;
(iv) fourth, to the Administrative Agent and the Funding Agents on behalf of themselves and the Lenders in their respective Lender Groups, the aggregate amount of all Obligations (including, for the avoidance of doubt, any amounts set forth in the definition of Minimum Payoff Amount) accrued with respect to the amount of Advances prepaid on such day (other than those provided for in other clauses of this Section 2.7(C)) then due and payable by the Borrower hereunder or under any other Transaction Document;
(v) fifth, to the Hedge Counterparties, any Hedge Termination Payments then due and payable to the Hedge Counterparties in connection with such Takeout Transaction; and
(vi) sixth, all proceeds of such Takeout Transaction remaining in the Takeout Transaction Account (a) so long as the Holdco Credit Agreement is in effect, to the “Takeout Transaction Account” under the Holdco Credit Agreement and (b) if the Holdco Credit Agreement is no longer in effect, to or at the direction of the Borrower.
(D) Notwithstanding anything to the contrary set forth in this Section 2.7 or Section 8.2, the Paying Agent shall not be obligated to make any determination or calculation with respect to the payments or allocations to be made pursuant to either of such Sections, and in making the payments and allocations required under such Sections, the Paying Agent shall be entitled to rely exclusively and conclusively upon the information in the latest Quarterly Transaction Manager Report (or such other report or direction delivered by the Administrative Agent) received by the Paying Agent pursuant to either such Section prior to the applicable payment date. Any payment direction to be acted upon by the Paying Agent pursuant to either [***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed. such Section on a payment date other than a Payment Date shall be delivered to the Paying Agent at least one (1) Business Day prior to the date on which any payment is to be made.
(E) The Administrative Agent, each Lender and the Borrower (with respect to itself and each other Person entitled to receive payments pursuant to this Section 2.7 other than the Administrative Agent or the Lenders) shall provide or cause to be provided to the Paying Agent wire instructions for the receipt of funds pursuant to this Section 2.7. The wire instructions as of the Closing Date are set forth on Exhibit I.
Appears in 1 contract
Samples: Credit Agreement (Sunrun Inc.)
Repayment of the Advances. (A) The maturity date for this facility is the Facility Maturity Date (unless earlier terminated in accordance with Section 6.2(B) or upon any voluntary termination of the Facility by the Borrower) and notwithstanding any other provision to the contrary, the outstanding principal balance of the Advances and the other Obligations owing under this Agreement, together with all accrued but unpaid interest thereon, shall be due and payable in full, if not due and payable earlier, on the Facility Maturity Date (unless earlier terminated in accordance with Section 6.2(B) or upon any voluntary termination of the Facility by the Borrower)Date.
(B) On any Business Day, the Borrower may direct the Paying Agent to, and on each Payment Date, the Borrower shall direct the Paying Agent shallto, subject to Section 2.7(D), apply all amounts on deposit in the Collection Account (including, (x)(1)(ax)(1) (a) Collections deposited therein during the related Collection Period and (b) any amounts due during the related Collection Period but deposited into the Collection Account within ten (10) Business Days after the end of such Collection Period that the Servicer (at its option) has determined (with written notice thereof to the Paying Agent (with a copy to the Agent, the Borrower and the Back-Up Servicer)) to be treated as if such amounts were on deposit in the Collection Account at the end of such Collection Period, (2) amounts deposited therein from the Liquidity Reserve Account or the Supplemental Equipment Replacement Reserve Account, in each case, case in accordance with Section 8.2, or (3) any amounts deposited therein by the Seller (Solar Loans), or the Seller (Solar Assets) or SEC Parent pursuant to the Sale and Contribution Agreement (Solar Loans), the Sale and Contribution Agreement (Solar Assets) or the Parent Guaranty, respectively, or otherwise deposited therein by SEC or any of its Affiliates in its sole discretion in respect of any Collection Period to cure an actual or anticipated shortfall of any amounts required to make payments pursuant to Section 2.7(C) on any date, but (y) excluding Collections deposited therein in the current Collection Period except as necessary to make distributions pursuant to clauses (i)-(v) of this Section 2.7(B) or as otherwise determined by the Servicer pursuant to clause (x)(1)(a) above) (the “Distributable Collections”), to the Obligations in the following order of priority based solely on information contained in (I) with respect to any Payment Date, the Monthly Servicer Report for such related Collection Period or, if no Monthly Servicer Report is provided, solely as directed in writing by the Agent or (II) with respect to any other Business Day, including the date of closing for a Takeout Transaction, on which the Borrower requests an application and distribution of funds in the Collection Account (and/or Takeout Transaction Account, if applicable), an interim Monthly Servicer Report or such other report in form and substance reasonably satisfactory to the Agent (as confirmed by the Agent via an email sent to the Paying Agent) and the Paying Agent relating to the Distributable Collections and proceeds of a Takeout Transaction, if applicable, that is delivered by the Servicer (which the Servicer hereby agrees to deliver at the request of the Agent):): [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed.
(i) first (Taxes), to the Manager for the payment to the appropriate taxing authorities, the amount of franchise taxes owed by the Borrower prior to the next Payment Date and for which funds have not previously been withdrawn from the Collection Account; provided, that taxes paid and to be paid pursuant to this subclause (i) shall include only those accrued on or after the Closing Date;
(ii) second (Service Providers), ratably, (a) to the Paying Agent (1) the Paying Agent Fee and (2)(x) any accrued and unpaid Paying Agent Fees with respect to prior Payment Dates plus (y) out-of-pocket expenses and indemnities of the Paying Agent incurred and not reimbursed in connection with its obligations and duties under this Agreement; provided that the aggregate payments to the Agent as reimbursement for clause (a)(2)(y) will be limited to $[***] per calendar year so long as no Event of Default has occurred pursuant to this Agreement (unless otherwise approved by the Agent); (b) to the Back-Up Servicing Fee Account for payment to Servicer and the Back-Up Servicer Transition Manager (1) the Back-Up Servicing Fee, /Transition Manager Fee and (2)(x) any accrued and unpaid Back-Up Servicing Fees Fees/Transition Manager Fee with respect to prior Payment Dates plus (y) out-of-pocket expenses and indemnities of the Back-Up ServicerServicer and Transition Manager, as applicable; and (3) any accrued and unpaid transition costs, in each case, pursuant to the Transaction Documents; provided that the aggregate payments to the Paying Agent, the Back-Up Servicer Servicer, and the Transition Manager as reimbursement for clause clauses (a)(2)(y) and (b)(2)(y) will be limited to $[***] per calendar year so long as no Event of Default has occurred pursuant to this Agreement (unless otherwise approved by the Agent); provided, further that the aggregate payments to the Back-Up Servicer and the Transition Manager as reimbursement for clause (b)(33) shall will be limited to $[***] per transition occurrence and $[***] in the aggregate (unless otherwise approved by the Agent); (c) to the Manager, the Manager Fee; (d) to the Servicer, the Servicer Fee; and (e) to the Custodial Fee Account for payment to the Custodian, the Custodial Fee;
(iii) third (Interest Distribution Amount), to each Funding Agent, for the benefit of and on behalf of the Lenders in its Lender Group, the Interest Distribution Amount then due (allocated among the Lender Groups based on their Lender Group Percentages) until paid in full;
Appears in 1 contract
Samples: Credit Agreement (Sunnova Energy International Inc.)
Repayment of the Advances. (A) The maturity date for this facility is the Facility Maturity Date (unless earlier terminated in accordance with Section 6.2(B) or upon any voluntary termination of the Facility by the Borrower) and notwithstanding any other provision to the contrary, the outstanding principal balance of the Advances and the other Obligations owing under this Agreement, together with all accrued but unpaid interest thereon, shall be due and payable in full, if not due and payable earlier, on the Facility Maturity Date (unless earlier terminated in accordance with Section 6.2(B) or upon any voluntary termination of the Facility by the Borrower)Date.
(B) On any Business Day, the Borrower may direct the Paying Agent to, and on each Payment Date, the Borrower shall direct the Paying Agent shallto, subject to Section 2.7(D), apply all amounts on deposit in the Collection Account (including, (x)(1)(ax)(1) (a) Collections deposited therein during the related Collection Period and (b) any amounts due during the related Collection Period but deposited into the Collection Account within ten (10) Business Days after the end of such Collection Period that the Servicer (at its option) has determined (with written notice thereof to the Paying Agent (with a copy to the Administrative Agent, the Borrower and the Back-Up Servicer)) to be treated as if such amounts were on deposit in the Collection Account at the end of such Collection Period, (2) amounts deposited therein from the Liquidity Reserve Account or the Supplemental Equipment Replacement Reserve Account, in each case, case in accordance with Section 8.2, or (3) any amounts deposited therein by the Seller (Solar Loans), or the Seller (Solar Assets) or SEC Parent pursuant to the Sale and Contribution Agreement (Solar Loans), the Sale and Contribution Agreement (Solar Assets) or the Parent Guaranty, respectively, or otherwise deposited therein by SEC or any of its Affiliates in its sole discretion in respect of any Collection Period to cure an actual or anticipated shortfall of any amounts required to make payments pursuant to Section 2.7(C) on any date, but (y) excluding Collections deposited therein in the current Collection Period except as necessary to make distributions pursuant to clauses (i)-(v) of this Section 2.7(B) or as otherwise determined by the Servicer pursuant to clause (x)(1)(a) above) (the “Distributable Collections”), to the Obligations in the following order of priority based solely on information contained in (I) with respect to any Payment Date, the Monthly Servicer Report for such related Collection Period or, if no Monthly Servicer Report is provided, solely as directed in writing by the Administrative Agent or (II) with respect to any other Business Day, including the date of closing for a Takeout Transaction, on which the Borrower requests an application and distribution of funds in the Collection Account (and/or Takeout Transaction Account, if applicable), an interim Monthly Servicer Report or such other report in form and substance reasonably satisfactory to the Administrative Agent (as confirmed by the Administrative Agent via an email sent to the Paying Agent) and the Paying Agent relating to the Distributable Collections and proceeds of a Takeout Transaction, if applicable, that is delivered by the Servicer (which the Servicer hereby agrees to deliver at the request of the Administrative Agent):
(i) first (Taxes), to the Manager for the payment to the appropriate taxing authorities, the amount of franchise taxes owed by the Borrower prior to the next Payment Date and for which funds have not previously been withdrawn from the Collection Account; provided, that taxes paid and to be paid pursuant to this subclause (i) shall include only those accrued on or after the Closing Date;
(ii) second (Service Providers), ratably, (a) to the Paying Agent (1) the Paying Agent Fee and (2)(x) any accrued and unpaid Paying Agent Fees with respect to prior Payment Dates plus (y) out-of-pocket expenses and indemnities of the Paying Agent incurred and not reimbursed in connection with its obligations and duties under this Agreement; provided that the aggregate payments to the Agent as reimbursement for clause (a)(2)(y) will be limited to $[***] per calendar year so long as no Event of Default has occurred pursuant to this Agreement (unless otherwise approved by the Agent); (b) to the Back-Up Servicing Fee Account for payment to Servicer and the Back-Up Servicer Transition Manager (1) the Back-Up Servicing Fee, /Transition Manager Fee and (2)(x) any accrued and unpaid Back-Up Servicing Fees Fees/Transition Manager Fee with respect to prior Payment Dates plus (y) out-of-pocket expenses and indemnities of the Back-Up ServicerServicer and Transition Manager, as applicable; and (3) any accrued and unpaid 109090915.7 -9- transition costs, in each case, pursuant to the Transaction Documents; provided that the aggregate payments to the Paying Agent, the Back-Up Servicer Servicer, and the Transition Manager as reimbursement for clause clauses (a)(2)(y) and (b)(2)(y) will be limited to $[***] per calendar year so long as no Event of Default has occurred pursuant to this Agreement (unless otherwise approved by the Administrative Agent); provided, further that the aggregate payments to the Back-Up Servicer and the Transition Manager as reimbursement for clause (b)(33) shall will be limited to $[***] per transition occurrence and $[***] in the aggregate (unless otherwise approved by the Administrative Agent); (c) to the Manager, the Manager Fee; (d) to the Servicer, the Servicer Fee; and (e) to the Custodial Fee Account for payment to the Custodian, the Custodial Fee;
(iii) third (Interest Distribution Amount), to each Funding Agent, for the benefit of and on behalf of the Lenders in its Lender Group, the Interest Distribution Amount then due (allocated among the Lender Groups based on their Lender Group Percentages) until paid in full;
Appears in 1 contract
Repayment of the Advances. (A) The maturity date for this facility is the Facility Maturity Date (unless earlier terminated in accordance with Section 6.2(B) or upon any voluntary termination of the Facility by the Borrower) and notwithstanding Notwithstanding any other provision to the contrary, the outstanding principal balance of the Advances and the other Obligations owing under this Agreement, together with all accrued but unpaid interest thereon, shall be due and payable in full, if not due and payable earlier, on the Facility Maturity Date (unless earlier terminated Date. For the avoidance of doubt, amounts borrowed and repaid hereunder may be reborrowed in accordance with Section 6.2(B) or upon any voluntary termination of the Facility by the Borrower)terms hereof.
(B) On any Business Day, the Borrower may direct the Paying Agent to, and on each Payment Date, the Borrower shall direct the Paying Agent shallto, subject to Section 2.7(D), apply all amounts on deposit in the Collection Account (including, including (x)(1)(a) Collections deposited therein during the related Collection Period and (b) any amounts due during the related Collection Period but deposited into the Collection Account within ten (10) Business Days after the end of such Collection Period that the Servicer Facility Administrator (at its option) has determined (with written notice thereof to the Paying Agent (with a copy to the Borrower Administrative Agent, each Lender and the Back-Up ServicerBorrower)) to be treated as if such amounts were on deposit in the Collection Account at the end of such Collection Period, (2) amounts deposited therein from the Liquidity Reserve Account or the Supplemental Reserve Account, in each case, case in accordance with Section 8.2, 8.2 or (3) any amounts deposited therein by the a Seller (Solar Loans), the Seller (Solar Assets) or SEC TEP Resources pursuant to the Sale and Contribution Agreement (Solar Loans), the Sale and Contribution Agreement (Solar Assets) or the Parent pursuant to the Parent Guaranty, respectively, or otherwise deposited therein by SEC or any of its Affiliates in its sole discretion in respect of any Collection Period to cure an actual or anticipated shortfall of any amounts required to make payments pursuant to Section 2.7(C) on any date, but (y) excluding Collections deposited therein in the current Collection Period except as necessary to make distributions pursuant to clauses (i)-(vi) through (iii) of this Section 2.7(B) or as otherwise determined by the Servicer Facility Administrator pursuant to clause (x)(1)(a) above) (the “Distributable Collections”), amounts on deposit in the Takeout Transaction Account on such Business Day representing net proceeds of any Takeout Transaction and any other amounts paid or received from the Borrower, including pursuant to Sections 2.11, 2.12(A) and 2.13, as applicable, to the Obligations in the following order of priority based solely on information contained in (I) with respect to any Payment Date, the Monthly Servicer Facility Administrator Report for such related Collection Period or, if no Monthly Servicer Facility Administrator Report is providedavailable, solely as directed in writing by the Administrative Agent or (II) with respect to any other Business Day, including the date of closing for a Takeout Transaction, on which the Borrower requests an application and distribution of funds in the Collection Account (and/or Takeout Transaction Account, if applicable, or other amounts paid or received from the Borrower), an interim Monthly Servicer Facility Administrator Report or such other report in form and substance reasonably satisfactory to the Administrative Agent relating (as confirmed by the Administrative Agent via an email sent to the Distributable Collections Paying Agent) and proceeds of a Takeout Transaction, if applicable, the Paying Agent that is delivered by the Servicer Facility Administrator (which the Servicer Facility Administrator hereby agrees to deliver at the request of the Administrative Agent):
(i) first (Taxes), to the Manager for the payment to the appropriate taxing authorities, the amount of franchise taxes owed by the Borrower prior to the next Payment Date and for which funds have not previously been withdrawn from the Collection Account; provided, that taxes paid and to be paid pursuant to this subclause (i) shall include only those accrued on or after the Closing Date;
(ii) second (Service Providers), ratably, (a) to the Paying Agent (1) the Paying Agent Fee and (2)(x) any accrued and unpaid Paying Agent Fees with respect to prior Payment Dates plus (y) out-of-pocket expenses and indemnities of the Paying Agent incurred and not reimbursed in connection with its obligations and duties under this Agreement; provided that the aggregate payments to the Paying Agent as reimbursement for clause clauses (a)(2)(y2)(y) will be limited to $[***] 50,000 per calendar year so long as no Event of Default or Amortization Event has occurred pursuant to this Agreement (unless otherwise approved by the AgentMajority Lenders); (b) to the Back-Up Servicing Fee Account for payment to Facility Administrator, the Back-Up Servicer (1) the Back-Up Servicing Facility Administrator Fee, (2)(x) any accrued and unpaid Back-Up Servicing Fees with respect to prior Payment Dates plus (y) out-of-pocket expenses and indemnities of the Back-Up Servicer, and (3) any accrued and unpaid transition costs, in each case, pursuant to the Transaction Documents; provided that the aggregate payments to the Back-Up Servicer as reimbursement for clause (b)(2)(y) will be limited to $[***] per calendar year so long as no Event of Default has occurred pursuant to this Agreement (unless otherwise approved by the Agent); provided, further that the aggregate payments to the Back-Up Servicer as reimbursement for clause (b)(3) shall be limited to $[***] (unless otherwise approved by the Agent); (c) to the ManagerVerification Agent, the Manager Fee; (d) to the Servicer, the Servicer Fee; and (e) to the Custodial Fee Account for payment to the Custodian, the Custodial Verification Agent Fee;
(iii) third (Interest Distribution Amount), to each Funding Agent, for the benefit of and on behalf of the Lenders in its Lender Group, the Interest Distribution Amount then due (allocated among the Lender Groups based on their Lender Group Percentages) until paid in full;
Appears in 1 contract
Samples: Credit Agreement (Sunnova Energy International Inc.)
Repayment of the Advances. (A) The maturity date for this facility is the Facility Maturity Date (unless earlier terminated in accordance with Section 6.2(B) or upon any voluntary termination of the Facility by the Borrower) and notwithstanding any other provision to the contrary, the outstanding principal balance of the Advances and the other Obligations owing under this Agreement, together with all accrued but unpaid interest thereoninterest, shall be due and payable in full, if not due and payable earlier, on the Facility Maturity Date (unless earlier terminated Date. For the avoidance of doubt, amounts borrowed and repaid hereunder may be reborrowed in accordance with Section 6.2(B) or upon any voluntary termination of the Facility by the Borrower)terms hereof.
(B) On any Business Day, the Borrower may direct the Paying Agent to, and on each Payment Date, the Borrower shall direct the Paying Agent shallto, subject to Section 2.7(D2.7(C), apply all amounts on deposit in the Collection Account (including, including (x)(1)(a) Collections deposited therein during the related Collection Period and (b) any amounts due during the related Collection Period but deposited into the Collection Account within ten (10) Business Days after the end of such Collection Period that the Servicer Facility Administrator (at its option) has determined (with written notice thereof to the Paying Agent (with a copy to the Borrower Administrative Agent, each Lender and the Back-Up ServicerBorrower)) to be treated as if such amounts were on deposit in the Collection Account at the end of such Collection Period, (2) amounts deposited therein from the Liquidity Reserve Account or, the Supplemental Reserve Account or the Supplemental WIP Reserve Account, in each case, case in accordance with Section 8.2, 8.2 or (3) any amounts deposited therein by the a Seller (Solar Loans), the Seller (Solar Assets) or SEC TEP Resources pursuant to the Sale and Contribution Agreement (Solar Loans), the Sale and Contribution Agreement (Solar Assets) or the Parent pursuant to the Parent Guaranty, respectively, or otherwise deposited therein by SEC or any of its Affiliates in its sole discretion in respect of any Collection Period to cure an actual or anticipated shortfall of any amounts required to make payments pursuant to Section 2.7(C) on any date, but (y) excluding Collections deposited therein in the current Collection Period except as necessary to make distributions pursuant to clauses (i)-(vi) through (iii) of this Section 2.7(B) or as otherwise determined by the Servicer Facility Administrator pursuant to clause (x)(1)(a) above) (the “Distributable Collections”), amounts on deposit in the Takeout Transaction Account on such Business Day representing net proceeds of any Takeout Transaction and any other amounts paid or received from 118556040.20118095118.53 -9- the Borrower, including pursuant to Section 2.11, Section 2.12(A) and Section 2.13, as applicable, to the Obligations in the following order of priority based solely on information contained in (I) with respect to any Payment Date, the Monthly Servicer Facility Administrator Report for such related Collection Period or, if no Monthly Servicer Facility Administrator Report is providedavailable, solely as directed in writing by the Administrative Agent or (II) with respect to any other Business Day, including the date of closing for a Takeout Transaction, on which the Borrower requests an application and distribution of funds in the Collection Account (and/or Takeout Transaction Account, if applicable, or other amounts paid or received from the Borrower), an interim Monthly Servicer Facility Administrator Report or such other report in form and substance reasonably satisfactory to the Administrative Agent relating (as confirmed by the Administrative Agent via an email sent to the Distributable Collections Paying Agent) and proceeds of a Takeout Transaction, if applicable, the Paying Agent that is delivered by the Servicer Facility Administrator (which the Servicer hereby Facility Administrator xxxxxx agrees to deliver at the request of the Administrative Agent):
(i) first (Taxes), to the Manager for the payment to the appropriate taxing authorities, the amount of franchise taxes owed by the Borrower prior to the next Payment Date and for which funds have not previously been withdrawn from the Collection Account; provided, that taxes paid and to be paid pursuant to this subclause (i) shall include only those accrued on or after the Closing Date;
(ii) second (Service Providers), ratably, (a) to the Agent (1) the Agent Fee and (2)(x) any accrued and unpaid Agent Fees with respect to prior Payment Dates plus (y) out-of-pocket expenses and indemnities of the Agent incurred and not reimbursed in connection with its obligations and duties under this Agreement; provided that the aggregate payments to the Agent as reimbursement for clause (a)(2)(y) will be limited to $[***] per calendar year so long as no Event of Default has occurred pursuant to this Agreement (unless otherwise approved by the Agent); (b) to the Back-Up Servicing Fee Account for payment to the Back-Up Servicer (1) the Back-Up Servicing Fee, (2)(x) any accrued and unpaid Back-Up Servicing Fees with respect to prior Payment Dates plus (y) out-of-pocket expenses and indemnities of the Back-Up Servicer, and (3) any accrued and unpaid transition costs, in each case, pursuant to the Transaction Documents; provided that the aggregate payments to the Back-Up Servicer as reimbursement for clause (b)(2)(y) will be limited to $[***] per calendar year so long as no Event of Default has occurred pursuant to this Agreement (unless otherwise approved by the Agent); provided, further that the aggregate payments to the Back-Up Servicer as reimbursement for clause (b)(3) shall be limited to $[***] (unless otherwise approved by the Agent); (c) to the Manager, the Manager Fee; (d) to the Servicer, the Servicer Fee; and (e) to the Custodial Fee Account for payment to the Custodian, the Custodial Fee;
(iii) third (Interest Distribution Amount), to each Funding Agent, for the benefit of and on behalf of the Lenders in its Lender Group, the Interest Distribution Amount then due (allocated among the Lender Groups based on their Lender Group Percentages) until paid in full;
Appears in 1 contract
Samples: Credit Agreement (Sunnova Energy International Inc.)
Repayment of the Advances. (A) The maturity date for this facility is the Facility Maturity Date (unless earlier terminated in accordance with Section 6.2(B) or upon any voluntary termination of the Facility by the Borrower) and notwithstanding any other provision to the contrary, the outstanding principal balance of the Advances and the other Obligations owing under this Agreement, together with all accrued but unpaid interest thereon, shall be due and payable in full, if not due and payable earlier, on the Facility Maturity Date (unless earlier terminated in accordance with Section 6.2(B) or upon any voluntary termination of the Facility by the Borrower)Date.
(B) On any Business Day, the Borrower may direct the Paying Agent to, and on each Payment Date, the Borrower shall direct the Paying Agent shallto, subject to Section 2.7(D), apply all amounts on deposit in the Collection Account (including, (x)(1)(ax)(1) (a) Collections deposited therein during the related Collection Period and (b) any amounts due during the related Collection Period but deposited into the Collection Account within ten (10) Business Days after the end of such Collection Period that the Servicer (at its option) has determined (with written notice thereof to the Paying Agent (with a copy to the Agent, the Borrower and the Back-Up Servicer)) to be treated as if such amounts were on deposit in the Collection Account at the end of such Collection Period, (2) amounts deposited therein from the Liquidity Reserve Account or the Supplemental Equipment Replacement Reserve Account, in each case, case in accordance with Section 8.2, or (3) any amounts deposited therein by the Seller (Solar Loans), or the Seller (Solar Assets) or SEC Parent pursuant to the Sale and Contribution Agreement (Solar Loans), the Sale and Contribution Agreement (Solar Assets) or the Parent Guaranty, respectively, or otherwise deposited therein by SEC or any of its Affiliates in its sole discretion in respect of any Collection Period to cure an actual or anticipated shortfall of any amounts required to make payments pursuant to Section 2.7(C) on any date, but (y) excluding Collections deposited therein in the current Collection Period except as necessary to make distributions pursuant to clauses (i)-(v) of this Section 2.7(B) or as otherwise determined by the Servicer pursuant to clause (x)(1)(a) above) (the “Distributable Collections”), to the Obligations in the following order of priority based solely on information contained in (I) with respect to any Payment Date, the Monthly Servicer Report for such related Collection Period or, if no Monthly Servicer Report is provided, solely as directed in writing by the Agent or (II) with respect to any other Business Day, including the date of closing for a Takeout Transaction, on which the Borrower requests an application and distribution of funds in the Collection Account (and/or Takeout Transaction Account, if applicable), an interim Monthly Servicer Report or such other report in form and substance reasonably satisfactory to the Agent (as confirmed by the Agent via an email sent to the Paying Agent) and the Paying Agent relating to the Distributable Collections and proceeds of a Takeout Transaction, if applicable, that is delivered by the Servicer (which the Servicer hereby agrees to deliver at the request of the Agent):): [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed.
(i) first (Taxes), to the Manager for the payment to the appropriate taxing authorities, the amount of franchise taxes owed by the Borrower prior to the next Payment Date and for which funds have not previously been withdrawn from the Collection Account; provided, that taxes paid and to be paid pursuant to this subclause (i) shall include only those accrued on or after the Closing Date;
(ii) second (Service Providers), ratably, (a) to the Paying Agent (1) the Paying Agent Fee and (2)(x) any accrued and unpaid Paying Agent Fees with respect to prior Payment Dates plus (y) out-of-pocket expenses and indemnities of the Paying Agent incurred and not reimbursed in connection with its obligations and duties under this Agreement; provided that the aggregate payments to the Agent as reimbursement for clause (a)(2)(y) will be limited to $[***] per calendar year so long as no Event of Default has occurred pursuant to this Agreement (unless otherwise approved by the Agent); (b) to the Back-Up Servicing Fee Account for payment to Servicer and the Back-Up Servicer Transition Manager (1) the Back-Up Servicing Fee, /Transition Manager Fee and (2)(x) any accrued and unpaid Back-Up Servicing Fees Fees/Transition Manager Fee with respect to prior Payment Dates plus (y) out-of-pocket expenses and indemnities of the Back-Up ServicerServicer and Transition Manager, as applicable; and (3) any accrued and unpaid transition costs, in each case, pursuant to the Transaction Documents; provided that the aggregate payments to the Paying Agent, the Back-Up Servicer Servicer, and the Transition Manager as reimbursement for clause clauses (a)(2)(y) and (b)(2)(y) will be limited to $[***] 50,000 per calendar year so long as no Event of Default has occurred pursuant to this Agreement (unless otherwise approved by the Agent); provided, further that the aggregate payments to the Back-Up Servicer and the Transition Manager as reimbursement for clause (b)(33) shall will be limited to $[***] 150,000 per transition occurrence and $300,000 in the aggregate (unless otherwise approved by the Agent); (c) to the Manager, the Manager Fee; (d) to the Servicer, the Servicer Fee; and (e) to the Custodial Fee Account for payment to the Custodian, the Custodial Fee;
(iii) third (Interest Distribution Amount), to each Funding Agent, for the benefit of and on behalf of the Lenders in its Lender Group, the Interest Distribution Amount then due (allocated among the Lender Groups based on their Lender Group Percentages) until paid in full;
Appears in 1 contract
Samples: Credit Agreement (Sunnova Energy International Inc.)
Repayment of the Advances. (A) The maturity date for this facility is the Facility Maturity Date (unless earlier terminated in accordance with Section 6.2(B) or upon any voluntary termination of the Facility by the Borrower) and notwithstanding Notwithstanding any other provision to the contrary, the outstanding principal balance of the Advances and the other Obligations owing under this Agreement, together with all accrued but unpaid interest thereon, shall be due and payable in full, if not due and payable earlier, on the Facility Maturity Date (unless earlier terminated Date. For the avoidance of doubt, amounts borrowed and repaid hereunder may be reborrowed in accordance with Section 6.2(B) or upon any voluntary termination of the Facility by the Borrower)terms hereof.
(B) On any Business Day, the Borrower may direct the Paying Agent to, and on each Payment Date, the Borrower shall direct the Paying Agent shallto, subject to Section 2.7(D), apply all amounts on deposit in the Collection Account (including, including (x)(1)(a) Collections deposited therein during the related Collection Period and (b) any amounts due during the related Collection [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. Period but deposited into the Collection Account within ten (10) Business Days after the end of such Collection Period that the Servicer Facility Administrator (at its option) has determined (with written notice thereof to the Paying Agent (with a copy to the Borrower Administrative Agent, each Lender and the Back-Up ServicerBorrower)) to be treated as if such amounts were on deposit in the Collection Account at the end of such Collection Period, (2) amounts deposited therein from the Liquidity Reserve Account or the Supplemental Reserve Account, in each case, case in accordance with Section 8.2, 8.2 or (3) any amounts deposited therein by the a Seller (Solar Loans), the Seller (Solar Assets) or SEC TEP Resources pursuant to the Sale and Contribution Agreement (Solar Loans), the Sale and Contribution Agreement (Solar Assets) or the Parent pursuant to the Parent Guaranty, respectively, or otherwise deposited therein by SEC or any of its Affiliates in its sole discretion in respect of any Collection Period to cure an actual or anticipated shortfall of any amounts required to make payments pursuant to Section 2.7(C) on any date, but (y) excluding Collections deposited therein in the current Collection Period except as necessary to make distributions pursuant to clauses (i)-(vi) through (iii) of this Section 2.7(B) or as otherwise determined by the Servicer Facility Administrator pursuant to clause (x)(1)(a) above) (the “Distributable Collections”), amounts on deposit in the Takeout Transaction Account on such Business Day representing net proceeds of any Takeout Transaction and any other amounts paid or received from the Borrower, including pursuant to Sections 2.11, 2.12(A) and 2.13, as applicable, to the Obligations in the following order of priority based solely on information contained in (I) with respect to any Payment Date, the Monthly Servicer Facility Administrator Report for such related Collection Period or, if no Monthly Servicer Facility Administrator Report is providedavailable, solely as directed in writing by the Administrative Agent or (II) with respect to any other Business Day, including the date of closing for a Takeout Transaction, on which the Borrower requests an application and distribution of funds in the Collection Account (and/or Takeout Transaction Account, if applicable, or other amounts paid or received from the Borrower), an interim Monthly Servicer Facility Administrator Report or such other report in form and substance reasonably satisfactory to the Administrative Agent relating (as confirmed by the Administrative Agent via an email sent to the Distributable Collections Paying Agent) and proceeds of a Takeout Transaction, if applicable, the Paying Agent that is delivered by the Servicer Facility Administrator (which the Servicer Facility Administrator hereby agrees to deliver at the request of the Administrative Agent):
(i) first (Taxes), to the Manager for the payment to the appropriate taxing authorities, the amount of franchise taxes owed by the Borrower prior to the next Payment Date and for which funds have not previously been withdrawn from the Collection Account; provided, that taxes paid and to be paid pursuant to this subclause (i) shall include only those accrued on or after the Closing Date;
(ii) second (Service Providers), ratably, (a) to the Paying Agent (1) the Paying Agent Fee and (2)(x) any accrued and unpaid Paying Agent Fees with respect to prior Payment Dates plus (y) out-of-pocket expenses and indemnities of the Paying Agent incurred and not reimbursed in connection with its obligations and duties under this Agreement; provided that the aggregate payments to the Paying Agent as reimbursement for clause clauses (a)(2)(y2)(y) will be limited to $[***] 50,000 per calendar year so long as no Event of Default or Amortization Event has occurred pursuant to this Agreement (unless otherwise approved by the AgentMajority Lenders); (b) to the Back-Up Servicing Fee Account for payment to Facility Administrator, the Back-Up Servicer (1) the Back-Up Servicing Facility Administrator Fee, (2)(x) any accrued and unpaid Back-Up Servicing Fees with respect to prior Payment Dates plus (y) out-of-pocket expenses and indemnities of the Back-Up Servicer, and (3) any accrued and unpaid transition costs, in each case, pursuant to the Transaction Documents; provided that the aggregate payments to the Back-Up Servicer as reimbursement for clause (b)(2)(y) will be limited to $[***] per calendar year so long as no Event of Default has occurred pursuant to this Agreement (unless otherwise approved by the Agent); provided, further that the aggregate payments to the Back-Up Servicer as reimbursement for clause (b)(3) shall be limited to $[***] (unless otherwise approved by the Agent); (c) to the ManagerVerification Agent, the Manager Fee; (d) to the Servicer, the Servicer Fee; and (e) to the Custodial Fee Account for payment to the Custodian, the Custodial Verification Agent Fee;
(iii) third (Interest Distribution Amount), to each Funding Agent, for the benefit of and on behalf of the Lenders in its Lender Group, the Interest Distribution Amount then due (allocated among the Lender Groups based on their Lender Group Percentages) until paid in full;
Appears in 1 contract
Samples: Credit Agreement (Sunnova Energy International Inc.)
Repayment of the Advances. (A) The maturity date for this facility is the Facility Maturity Date (unless earlier terminated in accordance with Section 6.2(B) or upon any voluntary termination of the Facility by the Borrower) and notwithstanding any other provision to the contrary, the outstanding principal balance of the Aggregate Outstanding Advances and the other Obligations owing under this Agreement, together with all accrued but unpaid interest thereon, shall be due and payable in full, if not due and payable earlier, on the Facility Maturity Date (unless earlier terminated in accordance with Section 6.2(B) or upon any voluntary termination of the Facility by the Borrower)Date.
(B) On any Business Dayeach Payment Date and each date on which the Borrower is making a prepayment in accordance with Section 2.8(A), the Borrower may direct the Paying Agent toshall apply (a) with respect to Payment Dates only, and on each Payment Date, the Agent shall, subject to Section 2.7(D), apply all amounts on deposit deposited in the Revenue Account with respect to the related Collection Account Period (including, including (x)(1)(a1) Collections deposited therein during the related Collection Period and (b) any amounts due during the related Collection Period but deposited into the Collection Account within ten (10) Business Days after the end of such Collection Period that the Servicer (at its option) has determined (with written notice thereof to the Agent (with a copy to the Borrower and the Back-Up Servicer)) to be treated as if such amounts were on deposit in the Collection Account at the end of such Collection Period, (2) amounts deposited therein from the Liquidity Reserve Account or Account, the Supplemental [***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed. Reserve Account, Post-PTO Reserve Account and the ITC Insurance Proceeds Account, in each case, case in accordance with Section 8.2, or (3) any amounts deposited therein by the Seller (Solar Loans), Depositor or the Seller (Solar Assets) or SEC Sponsor pursuant to the Sale and Depositor Contribution Agreement (Solar Loans), the Sale and Contribution Agreement (Solar Assets) or the Performance Guaranty, respectively, or otherwise and (4) any other amounts deposited therein by SEC any Transaction Party pursuant to a Transaction Document) (the “Distributable Revenue”), and (b) any other amounts paid or any of its Affiliates received from the Borrower, including pursuant to Sections 2.8(A), 2.12 and 2.13, as applicable, based solely on information contained in its sole discretion the Quarterly Transaction Manager Report (or such other report or direction agreed to by the Administrative Agent) for such related Collection Period (it being understood that Borrower Subsidiary Distributions in respect of any Collection Period that are collected in or distributed to cure an actual or anticipated shortfall of any amounts required to make payments pursuant to Section 2.7(C) on any date, but (y) excluding Collections deposited therein in the current Revenue Account after a Collection Period except as necessary but prior to make distributions pursuant the Determination Date related to clauses (i)-(vthe Payment Date for such Collection Period shall be deemed to be received or distributed during such Collection Period) of this Section 2.7(B) or as otherwise determined by the Servicer pursuant to clause (x)(1)(a) above) (the “Distributable Collections”), to the Obligations in the following order of priority based solely on information contained in (I) with respect to any Payment Date, the Monthly Servicer Report for such related Collection Period or, if no Monthly Servicer Report is provided, solely as directed in writing by the Agent or (II) with respect to any other Business Day, including the date of closing for a Takeout Transaction, on which the Borrower requests an application and distribution of funds in the Collection Account (and/or Takeout Transaction Account, if applicable), an interim Monthly Servicer Report or such other report in form and substance reasonably satisfactory to the Agent relating to the Distributable Collections and proceeds of a Takeout Transaction, if applicable, that is delivered by the Servicer (which the Servicer hereby agrees to deliver at the request of the Agent):priority:
(i) first (Taxes)first, to the Manager for Servicers any amounts then due and payable by any Wholly-Owned Subsidiaries under the payment applicable Services Agreements, pro rata based on the amounts then owed to the appropriate taxing authorities, the amount of franchise taxes owed by the Borrower prior to the next Payment Date and for which funds have not previously been withdrawn from the Collection Account; provided, that taxes paid and to be paid pursuant to this subclause (i) shall include only those accrued on or after the Closing DateServicers thereunder;
(ii) second (Service Providers)second, ratably, ratably and on a pari passu basis (a) to the Agent (1) Collateral Agent, the Agent Fee Custodian, the Transaction Transition Manager and (2)(x) the Paying Agent, any accrued and unpaid Collateral Agent Fees, Custodial Fees, Transaction Transition Manager Fees and Paying Agent Fees with respect to prior Payment Dates plus then due and payable by the Borrower and (yb) out-of-any out of pocket expenses and indemnities of due and payable by the Borrower to the Collateral Agent, the Custodian, the Transaction Transition Manager and the Paying Agent incurred pursuant to the Transaction Documents and not reimbursed in connection with its obligations and duties under reimbursed, provided, that any amounts pursuant to this Agreement; provided that the aggregate payments to the Agent as reimbursement for clause (a)(2)(yii)(b) will be limited to $[***] 100,000 per calendar year so long as no Event of Default has occurred pursuant to this Agreement (unless otherwise approved by the Agent); (b) to the Back-Up Servicing Fee Account for payment to the Back-Up Servicer (1) the Back-Up Servicing Fee, (2)(x) any accrued and unpaid Back-Up Servicing Fees with respect to prior Payment Dates plus (y) out-of-pocket expenses and indemnities of the Back-Up Servicer, and (3) any accrued and unpaid transition costs, in each case, pursuant to the Transaction Documents; provided that the aggregate payments to the Back-Up Servicer as reimbursement for clause (b)(2)(y) will be limited to $[***] per calendar year so long as no Event of Default has occurred pursuant to this Agreement (unless otherwise approved by the Agent); provided, further that the aggregate payments to the Back-Up Servicer as reimbursement for clause (b)(3) shall be limited to $[***] (unless otherwise approved by the Agent); (c) to the Manager, the Manager Fee; (d) to the Servicer, the Servicer Fee; and (e) to the Custodial Fee Account for payment to the Custodian, the Custodial Feeis continuing;
(iii) third (Interest Distribution Amount)third, to each the Transaction Manager, any accrued and unpaid Transaction Manager Fees then due and payable by the Borrower;
(iv) fourth, ratably and on a pari passu basis (a) to the Funding Agent, for the benefit of and Agents on behalf of the Lenders in its their respective Lender GroupGroups, all Interest Distribution Amounts then due and payable and (b) to the Hedge Counterparties, the Interest Distribution Amount Ordinary Course Settlement Payments then due and payable to the Hedge Counterparties under any Hedge Agreements;
(allocated among v) fifth, to the Funding Agents on behalf of the Lenders in their respective Lender Groups based Groups, any accrued and unpaid Unused Line Fees then due and payable by the Borrower;
(vi) sixth, ratably and on a pari passu basis (a) to the Funding Agents on behalf of the Lenders in their respective Lender Group PercentagesGroups, all principal under or in respect of the Transaction Documents then due and payable by the Borrower for application as a [***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed. repayment of Advances, in accordance with Section 2.9(A), to cure any Borrowing Base Deficiency and (b) to the Hedge Counterparties, any Hedge Termination Payments then due and payable to the Hedge Counterparties under the Hedge Agreements (including in connection with such repayment of the Advances) other than (x) payments required to be made pursuant to clause (viii) or (ix) below and (y) any Hedge Termination Payments then due and payable to the Hedge Counterparties as a result of the default of such Hedge Counterparties under the related Hedge Agreements;
(vii) seventh, in the following order (a) if such date is a Payment Date not occurring during the Amortization Period, to the Liquidity Reserve Account, the amount necessary to cause the amount on deposit therein to equal the Liquidity Reserve Account Required Balance, (b) if such date is a Payment Date not occurring during the Amortization Period, to the Post-PTO Reserve Account, the amount necessary to cause the amount on deposit therein to equal the Post-PTO Reserve Account Required Balance and (c) to the Supplemental Reserve Account, the Supplemental Reserve Account Deposit for such Payment Date;
(viii) eighth in connection with any principal prepayment made in accordance with Section 2.8(A), ratably and on a pari passu basis (a) to the Funding Agents on behalf of the Lenders in their respective Lender Groups, any such principal prepayment and any Liquidation Fees related thereto and (b) to the Hedge Counterparties, any Hedge Termination Payments then due and payable to the Hedge Counterparties under the Hedge Agreements in connection with such repayment of the Advances;
(ix) ninth, if such date is a Payment Date is during the Amortization Period, all remaining Distributable Revenue, ratably and on a pari passu basis (a) to the Funding Agents on behalf of the Lenders in their respective Lender Groups, as a repayment of the principal amount of the Advances and (b) to the Hedge Counterparties, any Hedge Termination Payments then due and payable to the Hedge Counterparties under the Hedge Agreements;
(x) tenth, ratably and on a pari passu basis, to the Hedge Counterparties, any Hedge Termination Payments then due and payable to the Hedge Counterparties under the Hedge Agreements;
(xi) eleventh, ratably and on a pari passu basis, to the Administrative Agent, Funding Agents, Lenders and the Hedge Counterparties, the aggregate amount of all Obligations (including any Breakage Costs and all Liquidation Fees) then due and payable to the extent not paid pursuant to the foregoing clauses until paid in full;
(xii) twelfth, only if the Holdco Credit Agreement is no longer in effect, ratably and on a pari passu basis, to the Collateral Agent, the Custodian, the Transaction Transition Manager and the Paying Agent any accrued and unpaid amounts not paid pursuant to clause (ii) above; and [***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed.
(xiii) thirteenth, the remaining Distributable Revenue (a) so long as the Holdco Credit Agreement is in effect, to the “Revenue Account” under the Holdco Credit Agreement and (b) if the Holdco Credit Agreement is no longer in effect, to or at the direction of the Borrower.
(C) The Paying Agent shall apply all amounts on deposit in the Takeout Transaction Account on any Business Day to the Obligations in the following order of priority:
(i) first, ratably and on pari passu basis, to the Funding Agents on behalf of the Lenders in their respective Lender Groups, the excess, if any, of the Interest Distribution Amount accrued with respect to the amount of Advances prepaid on such day for the related Interest Accrual Period over, if such day is a Payment Date, the amount distributed (or distributable) to the Funding Agents on such day pursuant to Section 2.7(B)(iv);
(ii) second, ratably and on pari passu basis, to the Funding Agents on behalf of the Lenders in their respective Lender Groups, to the prepayment of Advances in an amount equal to the Required Advance Repayment Amount with respect to such Takeout Transaction);
(iii) third, to the Funding Agents on behalf of the Lenders in their respective Lender Groups, all Liquidation Fees, if any, due and payable with respect to the amount of Advances prepaid on such day;
(iv) fourth, to the Administrative Agent and the Funding Agents on behalf of themselves and the Lenders in their respective Lender Groups, the aggregate amount of all Obligations (including, for the avoidance of doubt, any amounts set forth in the definition of Minimum Payoff Amount) accrued with respect to the amount of Advances prepaid on such day (other than those provided for in other clauses of this Section 2.7(C)) then due and payable by the Borrower hereunder or under any other Transaction Document;
(v) fifth, to the Hedge Counterparties, any Hedge Termination Payments then due and payable to the Hedge Counterparties in connection with such Takeout Transaction; and
(vi) sixth, all proceeds of such Takeout Transaction remaining in the Takeout Transaction Account (a) so long as the Holdco Credit Agreement is in effect, to the “Takeout Transaction Account” under the Holdco Credit Agreement and (b) if the Holdco Credit Agreement is no longer in effect, to or at the direction of the Borrower.
(D) Notwithstanding anything to the contrary set forth in this Section 2.7 or Section 8.2, the Paying Agent shall not be obligated to make any determination or calculation with respect to the payments or allocations to be made pursuant to either of such Sections, and in [***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed. making the payments and allocations required under such Sections, the Paying Agent shall be entitled to rely exclusively and conclusively upon the information in the latest Quarterly Transaction Manager Report (or such other report or direction delivered by the Administrative Agent) received by the Paying Agent pursuant to either such Section prior to the applicable payment date. Any payment direction to be acted upon by the Paying Agent pursuant to either such Section on a payment date other than a Payment Date shall be delivered to the Paying Agent at least one (1) Business Day prior to the date on which any payment is to be made.
(E) The Administrative Agent, each Lender and the Borrower (with respect to itself and each other Person entitled to receive payments pursuant to this Section 2.7 other than the Administrative Agent or the Lenders) shall provide or cause to be provided to the Paying Agent wire instructions for the receipt of funds pursuant to this Section 2.7. The wire instructions as of the Sixth Amendment Effective Date are set forth on Exhibit I.
Appears in 1 contract
Samples: Credit Agreement (Sunrun Inc.)
Repayment of the Advances. (A) The maturity date for this facility is the Facility Maturity Date (unless earlier terminated in accordance with Section 6.2(B) or upon any voluntary termination of the Facility by the Borrower) and notwithstanding any other provision to the contrary, the outstanding principal balance of the Advances and the other Obligations owing under this Agreement, together with all accrued but unpaid interest thereon, shall be due and payable in full, if not due and payable earlier, on the Facility Maturity Date (unless earlier terminated in accordance with Section 6.2(B) or upon any voluntary termination of Date. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the Facility by the Borrower)company if publicly disclosed.
(B) On any Business Day, the Borrower may direct the Paying Agent to, and on each Payment Date, the Borrower shall direct the Paying Agent shallto, subject to Section 2.7(D), apply all amounts on deposit in the Collection Account (including, (x)(1)(ax)(1) (a) Collections deposited therein during the related Collection Period and (b) any amounts due during the related Collection Period but deposited into the Collection Account within ten (10) Business Days after the end of such Collection Period that the Servicer (at its option) has determined (with written notice thereof to the Paying Agent (with a copy to the Agent, the Borrower and the Back-Up Servicer)) to be treated as if such amounts were on deposit in the Collection Account at the end of such Collection Period, (2) amounts deposited therein from the Liquidity Reserve Account or the Supplemental Equipment Replacement Reserve Account, in each case, case in accordance with Section 8.2, or (3) any amounts deposited therein by the Seller (Solar Loans), or the Seller (Solar Assets) or SEC Parent pursuant to the Sale and Contribution Agreement (Solar Loans), the Sale and Contribution Agreement (Solar Assets) or the Parent Guaranty, respectively, or otherwise deposited therein by SEC or any of its Affiliates in its sole discretion in respect of any Collection Period to cure an actual or anticipated shortfall of any amounts required to make payments pursuant to Section 2.7(C) on any date, but (y) excluding Collections deposited therein in the current Collection Period except as necessary to make distributions pursuant to clauses (i)-(v) of this Section 2.7(B) or as otherwise determined by the Servicer pursuant to clause (x)(1)(a) above) (the “Distributable Collections”), to the Obligations in the following order of priority based solely on information contained in (I) with respect to any Payment Date, the Monthly Servicer Report for such related Collection Period or, if no Monthly Servicer Report is provided, solely as directed in writing by the Agent or (II) with respect to any other Business Day, including the date of closing for a Takeout Transaction, on which the Borrower requests an application and distribution of funds in the Collection Account (and/or Takeout Transaction Account, if applicable), an interim Monthly Servicer Report or such other report in form and substance reasonably satisfactory to the Agent (as confirmed by the Agent via an email sent to the Paying Agent) and the Paying Agent relating to the Distributable Collections and proceeds of a Takeout Transaction, if applicable, that is delivered by the Servicer (which the Servicer hereby agrees to deliver at the request of the Agent):
(i) first (Taxes), to the Manager for the payment to the appropriate taxing authorities, the amount of franchise taxes owed by the Borrower prior to the next Payment Date and for which funds have not previously been withdrawn from the Collection Account; provided, that taxes paid and to be paid pursuant to this subclause (i) shall include only those accrued on or after the Closing Date;
(ii) second (Service Providers), ratably, (a) to the Paying Agent (1) the Paying Agent Fee and (2)(x) any accrued and unpaid Paying Agent Fees with respect to prior Payment Dates plus (y) out-of-pocket expenses and indemnities of the Paying Agent incurred and not reimbursed in connection with its obligations and duties under this Agreement; provided that the aggregate payments to the Agent as reimbursement for clause (a)(2)(y) will be limited to $[***] per calendar year so long as no Event of Default has occurred pursuant to this Agreement (unless otherwise approved by the Agent); (b) to the Back-Up Servicing Fee Account for payment to Servicer and the Back-Up Servicer Transition Manager (1) the Back-Up Servicing Fee, /Transition Manager Fee and (2)(x) any accrued and unpaid Back-Up Servicing Fees Fees/Transition Manager Fee with respect to prior Payment Dates plus (y) out-of-pocket expenses and indemnities of the Back-Up ServicerServicer and Transition Manager, as applicable; and (3) any accrued and unpaid transition costs, in each case, pursuant to the Transaction Documents; provided that the aggregate payments to the Paying Agent, the Back-Up Servicer Servicer, and the Transition Manager as reimbursement for clause clauses (a)(2)(y) and (b)(2)(y) will be limited to $[***] per calendar year so long as no Event of Default has occurred pursuant to this Agreement (unless otherwise approved by the Agent); provided, further that the aggregate payments to the Back-Up Servicer and the Transition Manager as reimbursement for clause (b)(33) shall will be limited to $[***] per transition occurrence and $[***] in the aggregate (unless otherwise approved by the Agent); (c) to the Manager, the Manager Fee; (d) to the Servicer, the Servicer Fee; and (e) to the Custodial Fee Account for payment to the Custodian, the Custodial Fee;
(iii) third (Interest Distribution Amount), ; [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to each Funding Agent, for the benefit of and on behalf of the Lenders in its Lender Group, the Interest Distribution Amount then due (allocated among the Lender Groups based on their Lender Group Percentages) until paid in full;company if publicly disclosed.
Appears in 1 contract
Samples: Credit Agreement (Sunnova Energy International Inc.)
Repayment of the Advances. (A) The maturity date for this facility is the Facility Maturity Date (unless earlier terminated in accordance with Section 6.2(B) or upon any voluntary termination of the Facility by the Borrower) and notwithstanding any other provision to the contrary, the outstanding principal balance of the Advances and the other Obligations owing under this Agreement, together with all accrued but unpaid interest thereon, shall be due and payable in full, if not due and payable earlier, on the Facility Maturity Date (unless earlier terminated in accordance with Section 6.2(B) or upon any voluntary termination of the Facility by the Borrower).
(B) On any Business Day, the Borrower may direct the Agent to, and on each Payment Date, the Agent shall, subject to Section 2.7(D), apply all amounts on deposit in the Collection Account (including, (x)(1)(a) Collections deposited therein during the related Collection Period and (b) any amounts due during the related Collection Period but deposited into the Collection Account within ten (10) Business Days after the end of such Collection Period that the Servicer (at its option) has determined (with written notice thereof to the Agent (with a copy to the Borrower and the Back-Up Servicer)) to be treated as if such amounts were on deposit in the Collection Account at the end of such Collection Period, (2) amounts deposited therein from the Liquidity Reserve Account or the Supplemental Reserve Account, in each case, in accordance with Section 8.2, or (3) any amounts deposited therein by the Seller (Solar Loans), the Seller (Solar Assets) or SEC pursuant to the Sale and Contribution Agreement (Solar Loans), the Sale and Contribution Agreement (Solar Assets) or the Guaranty, respectively, or otherwise deposited therein by SEC or any of its Affiliates in its sole discretion in respect of any Collection Period to cure an actual or anticipated shortfall of any amounts required to make payments pursuant to Section 2.7(C) on any date, but (y) excluding Collections deposited therein in the current Collection Period except as necessary to make distributions pursuant to clauses (i)-(v) of this Section 2.7(B) or as otherwise determined by the Servicer pursuant to clause (x)(1)(a) above) (the “Distributable Collections”), to the Obligations in the following order of priority based solely on information contained in (I) with respect to any Payment Date, the Monthly Servicer Report for such related Collection Period or, if no Monthly Servicer Report is provided, solely as directed in writing by the Agent or (II) with respect to any other Business Day, including the date of closing for a Takeout Transaction, on which the Borrower requests an application and distribution of funds in the Collection Account (and/or Takeout Transaction Account, if applicable), an interim Monthly Servicer Report or such other report in form and substance reasonably satisfactory to the Agent relating to the Distributable Collections and proceeds of a Takeout Transaction, if applicable, that is delivered by the Servicer (which the Servicer hereby agrees to deliver at the request of the Agent):
(i) first (Taxes), to the Manager for the payment to the appropriate taxing authorities, the amount of franchise taxes owed by the Borrower prior to the next Payment Date and for which funds have not previously been withdrawn from the Collection Account; provided, that taxes paid and to be paid pursuant to this subclause (i) shall include only those accrued on or after the Closing Date;
(ii) second (Service Providers), ratably, (a) to the Agent (1) the Agent Fee and (2)(x) any accrued and unpaid Agent Fees with respect to prior Payment Dates plus (y) out-of-pocket expenses and indemnities of the Agent incurred and not reimbursed in connection with its obligations and duties under this Agreement; provided that the aggregate payments to the Agent as reimbursement for clause (a)(2)(y) will be limited to $[***] 50,000 per calendar year so long as no Event of Default has occurred pursuant to this Agreement (unless otherwise approved by the Agent); (b) to the Back-Up Servicing Fee Account for payment to the Back-Up Servicer (1) the Back-Up Servicing Fee, (2)(x) any accrued and unpaid Back-Up Servicing Fees with respect to prior Payment Dates plus (y) out-of-pocket expenses and indemnities of the Back-Up Servicer, and (3) any accrued and unpaid transition costs, in each case, pursuant to the Transaction Documents; provided that the aggregate payments to the Back-Up Servicer as reimbursement for clause (b)(2)(y) will be limited to $[***] 50,000 per calendar year so long as no Event of Default has occurred pursuant to this Agreement (unless otherwise approved by the Agent); provided, further that the aggregate payments to the Back-Up Servicer as reimbursement for clause (b)(3) shall be limited to $[***] 150,000 (unless otherwise approved by the Agent); (c) to the Manager, the Manager Fee; (d) to the Servicer, the Servicer Fee; and (e) to the Custodial Fee Account for payment to the Custodian, the Custodial Fee;
(iii) third (Interest Distribution Amount), to each Funding Agent, for the benefit of and on behalf of the Lenders in its Lender Group, the Interest Distribution Amount then due (allocated among the Lender Groups based on their Lender Group Percentages) until paid in full;
Appears in 1 contract
Samples: Credit Agreement (Sunnova Energy International Inc.)
Repayment of the Advances. (Aa) The maturity date for this facility is the Facility Maturity Date (unless earlier terminated in accordance with Section 6.2(B) or upon any voluntary termination of the Facility by the Borrower) and notwithstanding any other provision to the contrary, the outstanding principal balance of the Advances and the other Obligations owing under this Agreement, together with all accrued but unpaid interest thereon, shall be due and payable in full, if not due and payable earlier, on the Facility Maturity Date (unless earlier terminated in accordance with Section 6.2(B) or upon any voluntary termination of the Facility by the Borrower)Date.
(Ba) On any Business Dayeach Monthly Payment Date during the Availability Period, except following the occurrence and during the continuation of an Event of Default, the Borrower may direct shall cause the payment in full of (i) all Distributable Amounts (other than the Servicing Diligence Fee) to the Administrative Agent tofor payment to the applicable Persons and (ii) the Servicing Diligence Fees directly to the Servicing Diligence Agent with respect to such Monthly Payment Date.
(b) So long as no Event of Default has occurred and is continuing, and on each Monthly Payment DateDate following the end of the Availability Period, the Agent shall, subject to Section 2.7(D), apply all amounts on deposit in the Collection Account (includingAccount, (x)(1)(a) including Collections deposited therein during the related Collection Period and (b) any amounts due during shall, at the related Collection Period but deposited into direction of the Administrative Agent, be disbursed by the Account Bank from the Collection Account within ten (10) Business Days after the end of and applied on such Collection Period that the Servicer (at its option) has determined (with written notice thereof to the Agent (with a copy to the Borrower and the Back-Up Servicer)) to be treated as if such amounts were on deposit in the Collection Account at the end of such Collection Period, (2) amounts deposited therein from the Liquidity Reserve Account or the Supplemental Reserve Account, in each case, in accordance with Section 8.2, or (3) any amounts deposited therein by the Seller (Solar Loans), the Seller (Solar Assets) or SEC pursuant to the Sale and Contribution Agreement (Solar Loans), the Sale and Contribution Agreement (Solar Assets) or the Guaranty, respectively, or otherwise deposited therein by SEC or any of its Affiliates in its sole discretion in respect of any Collection Period to cure an actual or anticipated shortfall of any amounts required to make payments pursuant to Section 2.7(C) on any date, but (y) excluding Collections deposited therein in the current Collection Period except as necessary to make distributions pursuant to clauses (i)-(v) of this Section 2.7(B) or as otherwise determined by the Servicer pursuant to clause (x)(1)(a) above) (the “Distributable Collections”), to the Obligations Monthly Payment Date in the following order of priority based solely on information contained in (I) with respect to any Payment Date, the Monthly Servicer Report for such related Collection Period or, if no Monthly Servicer Report is provided, solely as directed in writing by the Agent or (II) with respect to any other Business Day, including the date of closing for a Takeout Transaction, on which the Borrower requests an application and distribution of funds in the Collection Account (and/or Takeout Transaction Account, if applicable), an interim Monthly Servicer Report or such other report in form and substance reasonably satisfactory to the Agent relating to the Distributable Collections and proceeds of a Takeout Transaction, if applicable, that is delivered by the Servicer (which the Servicer hereby agrees to deliver at the request of the Agent):priority:
(i) first (Taxes)first, to the Manager for the payment to the appropriate taxing authoritiesGuarantor, the amount of franchise taxes owed by the Borrower prior to the next Payment Date and for which funds have not previously been withdrawn from any Base Servicing Fee inadvertently deposited into the Collection Account; provided, that taxes paid and to be paid pursuant to this subclause (i) shall include only those accrued on or after the Closing Date;
(ii) second ratably (Service Providers), ratably, (ax) to the Administrative Agent, all Fees, costs, expenses, reimbursements and indemnification amounts owed to the Administrative Agent (1) pursuant to the Agent Fee terms hereof, and (2)(xy) any accrued and unpaid Agent to the Servicing Diligence Agent, the Servicing Diligence Fees with respect to prior such Monthly Payment Dates plus (y) out-of-pocket expenses and indemnities of the Agent incurred and not reimbursed in connection with its obligations and duties under this Agreement; provided that the aggregate payments to the Agent as reimbursement for clause (a)(2)(y) will be limited to $[***] per calendar year so long as no Event of Default has occurred pursuant to this Agreement (unless otherwise approved by the Agent); (b) to the Back-Up Servicing Fee Account for payment to the Back-Up Servicer (1) the Back-Up Servicing Fee, (2)(x) any accrued and unpaid Back-Up Servicing Fees with respect to prior Payment Dates plus (y) out-of-pocket expenses and indemnities of the Back-Up Servicer, and (3) any accrued and unpaid transition costs, in each case, pursuant to the Transaction Documents; provided that the aggregate payments to the Back-Up Servicer as reimbursement for clause (b)(2)(y) will be limited to $[***] per calendar year so long as no Event of Default has occurred pursuant to this Agreement (unless otherwise approved by the Agent); provided, further that the aggregate payments to the Back-Up Servicer as reimbursement for clause (b)(3) shall be limited to $[***] (unless otherwise approved by the Agent); (c) to the Manager, the Manager Fee; (d) to the Servicer, the Servicer Fee; and (e) to the Custodial Fee Account for payment to the Custodian, the Custodial FeeDate;
(iii) third (Interest Distribution Amount)third, to each Funding the Administrative Agent, for the benefit of and on behalf of the Lenders in its Lender GroupLenders, the Interest Distribution Amount with respect to such Monthly Payment Date;
(iv) fourth, to the Administrative Agent, on behalf of the Lenders, the payment of any Non-Usage Fee and any Minimum Utilization Fee that is then due and payable on as of such Monthly Payment Date;
(allocated among v) fifth, to the Lender Groups based Administrative Agent, on their Lender Group Percentagesbehalf of the Lenders, pro rata, in an amount equal to greater of (x) until paid the Additional Principal Amortization Amounts due and payable on such Monthly Payment Date and (y) the amounts 752805876 23733713 remaining in the Collection Account (up to an amount that would pay the Advances in full);
(vi) sixth, to the Administrative Agent, on behalf of any applicable party, all amounts that are then due and payable pursuant to Section 2.11;
(vii) seventh, to the Administrative Agent, on behalf of any applicable party, all fees, expenses, indemnitees and other amounts that are due and payable by any Loan Party and incurred in connection with this Agreement and required to be paid or reimbursed hereunder, the financing, management, operation or maintenance of the Collateral or the Transaction Documents, including to consultants and experts retained by any Loan Party (including attorneys and accountants);
(viii) eighth, to the Administrative Agent, on behalf of any applicable party, the ratable payment of all other Obligations that are past due or payable on such date;
(ix) ninth, to the Servicing Diligence Agent, all costs, expenses, reimbursements and indemnification amounts owed to the Servicing Diligence Agent pursuant to the terms of the Servicing Diligence Agreement; and
(x) tenth, all remaining amounts to the Borrower’s Account on such date.
(c) On each Monthly Payment Date following the occurrence and during the continuation of an Event of Default, amounts on deposit in the Collection Account, including Collections deposited therein during the related Collection Period shall, at the direction of the Administrative Agent, be disbursed by the Account Bank from the Collection Account and applied on such Monthly Payment Date in the following order of priority:
(i) first, to the Guarantor, any Base Servicing Fee inadvertently deposited into the Collection Account;
(ii) second, ratably (x) to the Administrative Agent, all Fees, costs, expenses, reimbursements and indemnification amounts owed to the Administrative Agent pursuant to the terms hereof, and (y) to the Servicing Diligence Agent, the Servicing Diligence Fees with respect to such Monthly Payment Date;
(iii) third, to the Administrative Agent, on behalf of the Lenders, pro rata, and payable with respect to the Advances and Commitments (x) the Interest Distribution Amount with respect to such Monthly Payment Date, (y) any Non-Usage Fee and any Minimum Utilization Fee due and payable as of such Monthly Payment Date, and (z) to the principal balance of the outstanding Advances until reduced to $0.00;
(iv) fourth, to the Administrative Agent, on behalf of the Administrative Agent and each Lender, all amounts that are then due and payable to such Persons pursuant to Section 2.11;
(v) fifth, to the Administrative Agent, on behalf of the Administrative Agent and each Lender, all fees, expenses, indemnitees and other amounts that are due and payable by any Loan Party to such Persons and incurred in connection 752805876 23733713 with this Agreement and required to be paid or reimbursed hereunder, the financing, management, operation or maintenance of the Collateral or the Transaction Documents, including to consultants and experts retained by any Loan Party (including attorneys and accountants) pursuant to the terms hereof;
(vi) sixth, to the Administrative Agent, on behalf of the Administrative Agent and each Lender, the ratable payment of all other Obligations that are past due or payable on such date to such Persons;
(vii) seventh, to the Servicing Diligence Agent, all costs, expenses, reimbursements and indemnification amounts owed to the Servicing Diligence Agent pursuant to the terms of the Servicing Diligence Agreement; and
(viii) eighth, all remaining amounts to the Borrower’s Account on such date. Notwithstanding anything to the contrary in this Agreement or any of the other Transaction Documents, all terms and provisions of this Agreement and the other Transaction Documents are and shall be subject to the terms and provisions of the Xxxxxx Xxx Acknowledgment Agreement. To the extent that any conflict necessarily exists or shall be adjudged to exist between the terms and provisions of this Agreement and those of the Xxxxxx Xxx Acknowledgment Agreement, solely with respect to the relationship and agreements between any Loan Party and/or Administrative Agent, on the one hand, and Xxxxxx Xxx, on the other hand, the terms and provisions of the Xxxxxx Xxx Acknowledgment Agreement shall govern and control.
(d) Notwithstanding the foregoing, in the event that amounts available for distribution from the Collection Account pursuant to Section 2.7(c) or (d) are insufficient to pay in full all amounts due and owing on any Monthly Payment Date, then the Borrower shall have an unconditional obligation to cause the payment in full of the applicable deficiency to the Administrative Agent for payment to the applicable Persons. The Borrower’s obligation to pay amounts pursuant to this Section 2.7 shall be “full recourse” obligations of the Borrower.
Appears in 1 contract
Samples: Credit Agreement (loanDepot, Inc.)
Repayment of the Advances. (A) The maturity date for this facility is the Facility Maturity Date (unless earlier terminated in accordance with Section 6.2(B) or upon any voluntary termination of the Facility by the Borrower) and notwithstanding any other provision to the contrary, the outstanding principal balance of the Aggregate Outstanding Advances and the other Obligations owing under this Agreement, together with all accrued but unpaid interest thereon, shall be due and payable in full, if not due and payable earlier, on the Facility Maturity Date (unless earlier terminated in accordance with Section 6.2(B) or upon any voluntary termination of the Facility by the Borrower)Date.
(B) On any Business Dayeach Payment Date and each date on which the Borrower is making a prepayment in accordance with Section 2.8(A), the Borrower may direct the Paying Agent toshall apply (a) with respect to Payment Dates only, and on each Payment Date, the Agent shall, subject to Section 2.7(D), apply all amounts on deposit deposited in the Revenue Account with respect to the related Collection Account Period (including, including (x)(1)(a1) Collections deposited therein during the related Collection Period and (b) any amounts due during the related Collection Period but deposited into the Collection Account within ten (10) Business Days after the end of such Collection Period that the Servicer (at its option) has determined (with written notice thereof to the Agent (with a copy to the Borrower and the Back-Up Servicer)) to be treated as if such amounts were on deposit in the Collection Account at the end of such Collection Period, (2) amounts deposited therein from the Liquidity Reserve Account or Account, the Supplemental Reserve Account, Post-PTO Reserve Account and the ITC Insurance Proceeds Account, in each case, case in accordance with Section 8.2, or (3) any amounts deposited therein by the Seller (Solar Loans), Depositor or the Seller (Solar Assets) or SEC Sponsor pursuant to the Sale and Depositor Contribution Agreement (Solar Loans), the Sale and Contribution Agreement (Solar Assets) or the Performance Guaranty, respectively, or otherwise and (4) any other amounts deposited therein by SEC any Transaction Party pursuant to a Transaction Document) (the “Distributable Revenue”), and (b) any other amounts paid or any of its Affiliates received from the Borrower, including pursuant to Sections 2.8(A), 2.12 and 2.13, as applicable, based solely on information contained in its sole discretion the Quarterly Transaction Manager Report (or such other report or direction agreed to by the Administrative Agent) for such related Collection Period (it being understood that Borrower Subsidiary Distributions in respect of any Collection Period that are collected in or distributed to cure an actual or anticipated shortfall of any amounts required to make payments pursuant to Section 2.7(C) on any date, but (y) excluding Collections deposited therein in the current Revenue Account after a Collection Period except as necessary but prior to make distributions pursuant the Determination Date related to clauses (i)-(vthe Payment Date for such Collection Period shall be deemed to be received or distributed during such Collection Period) of this Section 2.7(B) or as otherwise determined by the Servicer pursuant to clause (x)(1)(a) above) (the “Distributable Collections”), to the Obligations in the following order of priority based solely on information contained in (I) with respect to any Payment Date, the Monthly Servicer Report for such related Collection Period or, if no Monthly Servicer Report is provided, solely as directed in writing by the Agent or (II) with respect to any other Business Day, including the date of closing for a Takeout Transaction, on which the Borrower requests an application and distribution of funds in the Collection Account (and/or Takeout Transaction Account, if applicable), an interim Monthly Servicer Report or such other report in form and substance reasonably satisfactory to the Agent relating to the Distributable Collections and proceeds of a Takeout Transaction, if applicable, that is delivered by the Servicer (which the Servicer hereby agrees to deliver at the request of the Agent):priority:
(i) first (Taxes)first, to the Manager for Servicers any amounts then due and payable by any Wholly-Owned Subsidiaries under the payment applicable Services Agreements, pro rata based on the amounts then owed to the appropriate taxing authorities, the amount of franchise taxes owed by the Borrower prior to the next Payment Date and for which funds have not previously been withdrawn from the Collection Account; provided, that taxes paid and to be paid pursuant to this subclause (i) shall include only those accrued on or after the Closing DateServicers thereunder;
(ii) second (Service Providers)second, ratably, ratably and on a pari passu basis (a) to the Agent (1) Collateral Agent, the Agent Fee Custodian, the Transaction Transition Manager and (2)(x) the Paying Agent, any accrued and unpaid Collateral Agent Fees, Custodial Fees, Transaction Transition Manager Fees and Paying Agent Fees with respect to prior Payment Dates plus then due and payable by the Borrower and (yb) out-of-any out of pocket expenses and indemnities of due and payable by the Borrower to the Collateral Agent, the Custodian, the Transaction Transition Manager and the Paying Agent incurred pursuant to the Transaction Documents and not reimbursed in connection with its obligations and duties under reimbursed, provided, that any amounts pursuant to this Agreement; provided that the aggregate payments to the Agent as reimbursement for clause (a)(2)(yii)(b) will be limited to $[***] 100,000 per calendar year so long as no Event of Default has occurred pursuant to this Agreement (unless otherwise approved by the Agent); (b) to the Back-Up Servicing Fee Account for payment to the Back-Up Servicer (1) the Back-Up Servicing Fee, (2)(x) any accrued and unpaid Back-Up Servicing Fees with respect to prior Payment Dates plus (y) out-of-pocket expenses and indemnities of the Back-Up Servicer, and (3) any accrued and unpaid transition costs, in each case, pursuant to the Transaction Documents; provided that the aggregate payments to the Back-Up Servicer as reimbursement for clause (b)(2)(y) will be limited to $[***] per calendar year so long as no Event of Default has occurred pursuant to this Agreement (unless otherwise approved by the Agent); provided, further that the aggregate payments to the Back-Up Servicer as reimbursement for clause (b)(3) shall be limited to $[***] (unless otherwise approved by the Agent); (c) to the Manager, the Manager Fee; (d) to the Servicer, the Servicer Fee; and (e) to the Custodial Fee Account for payment to the Custodian, the Custodial Feeis continuing;
(iii) third (Interest Distribution Amount)third, to each the Transaction Manager, any accrued and unpaid Transaction Manager Fees then due and payable by the Borrower;
(iv) fourth, ratably and on a pari passu basis (a) to the Funding Agent, for the benefit of and Agents on behalf of the Lenders in its their respective Lender GroupGroups, all Interest Distribution Amounts then due and payable and (b) to the Hedge Counterparties, the Interest Distribution Amount Ordinary Course Settlement Payments then due and payable to the Hedge Counterparties under any Hedge Agreements;
(allocated among v) fifth, to the Funding Agents on behalf of the Lenders in their respective Lender Groups based Groups, any accrued and unpaid Unused Line Fees then due and payable by the Borrower;
(vi) sixth, ratably and on a pari passu basis (a) to the Funding Agents on behalf of the Lenders in their respective Lender Group PercentagesGroups, all principal under or in respect of the Transaction Documents then due and payable by the Borrower for application as a repayment of Advances, in accordance with Section 2.9(A), to cure any Borrowing Base Deficiency and (b) to the Hedge Counterparties, any Hedge Termination Payments then due and payable to the Hedge Counterparties under the Hedge Agreements (including in connection with such repayment of the Advances) other than (x) payments required to be made pursuant to clause (viii) or (ix) below and (y) any Hedge Termination Payments then due and payable to the Hedge Counterparties as a result of the default of such Hedge Counterparties under the related Hedge Agreements;
(vii) seventh, if such date is a Payment Date not occurring during the Amortization Period, in the following order (a) to the Liquidity Reserve Account, the amount necessary to cause the amount on deposit therein to equal the Liquidity Reserve Account Required Balance, (b) to the Post-PTO Reserve Account, the amount necessary to cause the amount on deposit therein to equal the Post-PTO Reserve Account Required Balance and (c) to the Supplemental Reserve Account, the Supplemental Reserve Account Deposit for such Payment Date;
(viii) eighth in connection with any principal prepayment made in accordance with Section 2.8(A), ratably and on a pari passu basis (a) to the Funding Agents on behalf of the Lenders in their respective Lender Groups, any such principal prepayment and any Liquidation Fees related thereto and (b) to the Hedge Counterparties, any Hedge Termination Payments then due and payable to the Hedge Counterparties under the Hedge Agreements in connection with such repayment of the Advances;
(ix) ninth, if such date is a Payment Date is during the Amortization Period, all remaining Distributable Revenue, ratably and on a pari passu basis (a) to the Funding Agents on behalf of the Lenders in their respective Lender Groups, as a repayment of the principal amount of the Advances and (b) to the Hedge Counterparties, any Hedge Termination Payments then due and payable to the Hedge Counterparties under the Hedge Agreements;
(x) tenth, ratably and on a pari passu basis, to the Hedge Counterparties, any Hedge Termination Payments then due and payable to the Hedge Counterparties under the Hedge Agreements;
(xi) eleventh, ratably and on a pari passu basis, to the Administrative Agent, Funding Agents, Lenders and the Hedge Counterparties, the aggregate amount of all Obligations (including any Breakage Costs and all Liquidation Fees) then due and payable to the extent not paid pursuant to the foregoing clauses until paid in full;
(xii) twelfth, ratably and on a pari passu basis, to the Collateral Agent, the Custodian, the Transaction Transition Manager, the Paying Agent any accrued and unpaid amounts not paid pursuant to clause (ii) above; and
(xiii) thirteenth, the remaining Distributable Revenue to or at the direction of the Borrower.
(C) The Paying Agent shall apply all amounts on deposit in the Takeout Transaction Account on any Business Day to the Obligations in the following order of priority:
(i) first, ratably and on pari passu basis, to the Funding Agents on behalf of the Lenders in their respective Lender Groups, the excess, if any, of the Interest Distribution Amount accrued with respect to the amount of Advances prepaid on such day for the related Interest Accrual Period over, if such day is a Payment Date, the amount distributed (or distributable) to the Funding Agents on such day pursuant to Section 2.7(B)(iv);
(ii) second, ratably and on pari passu basis, to the Funding Agents on behalf of the Lenders in their respective Lender Groups, to the prepayment of Advances in an amount equal to the Required Advance Repayment Amount with respect to such Takeout Transaction);
(iii) third, to the Funding Agents on behalf of the Lenders in their respective Lender Groups, all Liquidation Fees, if any, due and payable with respect to the amount of Advances prepaid on such day;
(iv) fourth, to the Administrative Agent and the Funding Agents on behalf of themselves and the Lenders in their respective Lender Groups, the aggregate amount of all Obligations (including, for the avoidance of doubt, any amounts set forth in the definition of Minimum Payoff Amount) accrued with respect to the amount of Advances prepaid on such day (other than those provided for in other clauses of this Section 2.7(C)) then due and payable by the Borrower hereunder or under any other Transaction Document;
(v) fifth, to the Hedge Counterparties, any Hedge Termination Payments then due and payable to the Hedge Counterparties in connection with such Takeout Transaction; and
(vi) sixth, all proceeds of such Takeout Transaction remaining in the Takeout Transaction Account to an account specified by the Borrower.
(D) Notwithstanding anything to the contrary set forth in this Section 2.7 or Section 8.2, the Paying Agent shall not be obligated to make any determination or calculation with respect to the payments or allocations to be made pursuant to either of such Sections, and in making the payments and allocations required under such Sections, the Paying Agent shall be entitled to rely exclusively and conclusively upon the information in the latest Quarterly Transaction Manager Report (or such other report or direction delivered by the Administrative Agent) received by the Paying Agent pursuant to either such Section prior to the applicable payment date. Any payment direction to be acted upon by the Paying Agent pursuant to either such Section on a payment date other than a Payment Date shall be delivered to the Paying Agent at least one (1) Business Day prior to the date on which any payment is to be made.
(E) The Administrative Agent, each Lender and the Borrower (with respect to itself and each other Person entitled to receive payments pursuant to this Section 2.7 other than the Administrative Agent or the Lenders) shall provide or cause to be provided to the Paying Agent wire instructions for the receipt of funds pursuant to this Section 2.7. The wire instructions as of the Closing Date are set forth on Exhibit I.
Appears in 1 contract
Samples: Credit Agreement (Sunrun Inc.)
Repayment of the Advances. (A) The maturity date for this facility is the Facility Maturity Date (unless earlier terminated in accordance with Section 6.2(B) or upon any voluntary termination of the Facility by the Borrower) and notwithstanding any other provision to the contrary, the outstanding principal balance of the Advances and the other Obligations owing under this Agreement, together with all accrued but unpaid interest thereon, shall be due and payable in full, if not due and payable earlier, on the Facility Maturity Date (unless earlier terminated in accordance with Section 6.2(B) or upon any voluntary termination of the Facility by the Borrower)Date.
(B) On any Business Day, the Borrower may direct the Paying Agent to, and on each Payment Date, the Borrower shall direct the Paying Agent shallto, subject to Section 2.7(D), apply all amounts on deposit in the Collection Account (including, (x)(1)(ax)(1) (a) Collections deposited therein during the related Collection Period and (b) any amounts due during the related Collection Period but deposited into the Collection Account within ten (10) Business Days after the end of such Collection Period that the Servicer (at its option) has determined (with written notice thereof to the Paying Agent (with a copy to the Agent, the Borrower and the Back-Up Servicer)) to be treated as if such amounts were on deposit in the Collection Account at the end of such Collection Period, (2) amounts deposited therein from the Liquidity Reserve Account or the Supplemental Equipment Replacement Reserve Account, in each case, case in accordance with Section 8.2, or (3) any amounts deposited therein by the Seller (Solar Loans), or the Seller (Solar Assets) or SEC Parent pursuant to the Sale and Contribution Agreement (Solar Loans), the Sale and Contribution Agreement (Solar Assets) or the Parent Guaranty, respectively, or otherwise deposited therein by SEC or any of its Affiliates in its sole discretion in respect of any Collection Period to cure an actual or anticipated shortfall of any amounts required to make payments pursuant to Section 2.7(C) on any date, but (y) excluding Collections deposited therein in the current Collection Period except as necessary to make distributions pursuant to clauses (i)-(v) of this Section 2.7(B) or as otherwise determined by the Servicer pursuant to clause (x)(1)(a) above) (the “Distributable Collections”), to the Obligations in the following order of priority based solely on information contained in (I) with respect to any Payment Date, the Monthly Servicer Report for such related Collection Period or, if no Monthly Servicer Report is provided, solely as directed in writing by the Agent or (II) with respect to any other Business Day, including the date of closing for a Takeout Transaction, on which the Borrower requests an application and distribution of funds in the Collection Account (and/or Takeout Transaction Account, if applicable), an interim Monthly Servicer Report or such other report in form and substance reasonably satisfactory to the Agent (as confirmed by the Agent via an email sent to the Paying Agent) and the Paying Agent relating to the Distributable Collections and proceeds of a Takeout Transaction, if applicable, that is delivered by the Servicer (which the Servicer hereby agrees to deliver at the request of the Agent):
(i) first (Taxes), to the Manager for the payment to the appropriate taxing authorities, the amount of franchise taxes owed by the Borrower prior to the next Payment Date and for which funds have not previously been withdrawn from the Collection Account; provided, that taxes paid and to be paid pursuant to this subclause (i) shall include only those accrued on or after the Closing Date;
(ii) second (Service Providers), ratably, (a) to the Paying Agent (1) the Paying Agent Fee and (2)(x) any accrued and unpaid Paying Agent Fees with respect to prior Payment Dates plus (y) out-of-pocket expenses and indemnities of the Paying Agent incurred and not reimbursed in connection with its obligations and duties under this Agreement; provided that the aggregate payments to the Agent as reimbursement for clause (a)(2)(y) will be limited to $[***] per calendar year so long as no Event of Default has occurred pursuant to this Agreement (unless otherwise approved by the Agent); (b) to the Back-Up Servicing Fee Account for payment to Servicer and the Back-Up Servicer Transition Manager (1) the Back-Up Servicing Fee, /Transition [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. Manager Fee and (2)(x) any accrued and unpaid Back-Up Servicing Fees Fees/Transition Manager Fee with respect to prior Payment Dates plus (y) out-of-pocket expenses and indemnities of the Back-Up ServicerServicer and Transition Manager, as applicable; and (3) any accrued and unpaid transition costs, in each case, pursuant to the Transaction Documents; provided that the aggregate payments to the Paying Agent, the Back-Up Servicer Servicer, and the Transition Manager as reimbursement for clause clauses (a)(2)(y) and (b)(2)(y) will be limited to $[***] per calendar year so long as no Event of Default has occurred pursuant to this Agreement (unless otherwise approved by the Agent); provided, further that the aggregate payments to the Back-Up Servicer and the Transition Manager as reimbursement for clause (b)(33) shall will be limited to $[***] per transition occurrence and $[***] in the aggregate (unless otherwise approved by the Agent); (c) to the Manager, the Manager Fee; (d) to the Servicer, the Servicer Fee; and (e) to the Custodial Fee Account for payment to the Custodian, the Custodial Fee;
(iii) third (Interest Distribution Amount), to each Funding Agent, for the benefit of and on behalf of the Lenders in its Lender Group, the Interest Distribution Amount then due (allocated among the Lender Groups based on their Lender Group Percentages) until paid in full;
Appears in 1 contract
Samples: Credit Agreement (Sunnova Energy International Inc.)
Repayment of the Advances. (A) The maturity date for this facility is the Facility Maturity Date (unless earlier terminated in accordance with Section 6.2(B) or upon any voluntary termination of the Facility by the Borrower) and notwithstanding Notwithstanding any other provision to the contrary, the outstanding principal balance of the Advances and the other Obligations owing under this Agreement, together with all accrued but unpaid interest thereon, shall be due and payable in full, if not due and payable earlier, on the Facility Maturity Date (unless earlier terminated Date. For the avoidance of doubt, amounts borrowed and repaid hereunder may be reborrowed in accordance with Section 6.2(B) or upon any voluntary termination of the Facility by the Borrower)terms hereof.
(B) On any Business Day, the Borrower may direct the Paying Agent to, and on each Payment Date, the Borrower shall direct the Paying Agent shallto, subject to Section 2.7(D), apply all amounts on deposit in the Collection Account (including, including (x)(1)(a) Collections deposited therein during the related Collection Period and (b) any amounts due during the related Collection Period but deposited into the Collection Account within ten (10) Business Days after the end of such Collection Period that the Servicer Facility Administrator (at its option) has determined (with written notice thereof to the Paying Agent (with a copy to the Borrower Administrative Agent, each Lender and the Back-Up ServicerBorrower)) to be treated as if such amounts were on deposit in the Collection Account at the end of such Collection Period, (2) amounts deposited therein from the Liquidity Reserve Account or the Supplemental Reserve Account, in each case, case in accordance with Section 8.2, 8.2 or (3) any amounts deposited therein by the a Seller (Solar Loans), the Seller (Solar Assets) or SEC TEP Resources pursuant to the Sale and Contribution Agreement (Solar Loans), the Sale and Contribution Agreement (Solar Assets) or the Parent pursuant to the Parent Guaranty, respectively, or otherwise deposited therein by SEC or any of its Affiliates in its sole discretion in respect of any Collection Period to cure an actual or anticipated shortfall of any amounts required to make payments pursuant to Section 2.7(C) on any date, but (y) excluding Collections deposited therein in the current Collection Period except as necessary to make distributions pursuant to clauses (i)-(vi) through (iii) of this Section 2.7(B) or as otherwise determined by the Servicer Facility Administrator pursuant to clause (x)(1)(a) above) (the “Distributable Collections”), amounts on deposit in the Takeout Transaction Account on such Business Day representing net proceeds of any Takeout Transaction and any other amounts paid or received from the Borrower, including pursuant to Sections 2.11, 2.12(A) and 2.13, as applicable, to the Obligations in the following order of priority based solely on information contained in (I) with respect to any Payment Date, the Monthly Servicer Facility Administrator Report for such related Collection Period or, if no Monthly Servicer Facility Administrator Report is providedavailable, solely as directed in writing by the Administrative Agent or (II) with respect to any other Business Day, including the date of closing for a Takeout Transaction, on which the Borrower requests an application and distribution of funds in the Collection Account (and/or Takeout Transaction Account, if applicable, or other amounts paid or received from the Borrower), an interim Monthly Servicer Facility Administrator Report or such other report in form and substance reasonably satisfactory to the Administrative Agent relating (as confirmed by the Administrative Agent via an email sent to the Distributable Collections Paying Agent) and proceeds of a Takeout Transaction, if applicable, the Paying Agent that is delivered by the Servicer Facility Administrator (which the Servicer Facility Administrator hereby agrees to deliver at the request of the Administrative Agent):
(i) first (Taxes), to the Manager for the payment to the appropriate taxing authorities, the amount of franchise taxes owed by the Borrower prior to the next Payment Date and for which funds have not previously been withdrawn from the Collection Account; provided, that taxes paid and to be paid pursuant to this subclause (i) shall include only those accrued on or after the Closing Date;
(ii) second (Service Providers), ratably, (a) to the Paying Agent (1) the Paying Agent Fee and (2)(x) any accrued and unpaid Paying Agent Fees with respect to prior Payment Dates plus (y) out-of-pocket expenses and indemnities of the Paying Agent incurred and not reimbursed in connection with its obligations and duties under this Agreement; provided that the aggregate payments to the Paying Agent as reimbursement for clause clauses (a)(2)(y2)(y) will be limited to $[***] per calendar year so long as no Event of Default or Amortization Event has occurred pursuant to this Agreement (unless otherwise approved by the AgentMajority Lenders); (b) to the Back-Up Servicing Fee Account for payment to Facility Administrator, the Back-Up Servicer (1) the Back-Up Servicing Facility Administrator Fee, (2)(x) any accrued and unpaid Back-Up Servicing Fees with respect to prior Payment Dates plus (y) out-of-pocket expenses and indemnities of the Back-Up Servicer, and (3) any accrued and unpaid transition costs, in each case, pursuant to the Transaction Documents; provided that the aggregate payments to the Back-Up Servicer as reimbursement for clause (b)(2)(y) will be limited to $[***] per calendar year so long as no Event of Default has occurred pursuant to this Agreement (unless otherwise approved by the Agent); provided, further that the aggregate payments to the Back-Up Servicer as reimbursement for clause (b)(3) shall be limited to $[***] (unless otherwise approved by the Agent); (c) to the ManagerVerification Agent, the Manager Fee; (d) to the Servicer, the Servicer Fee; and (e) to the Custodial Fee Account for payment to the Custodian, the Custodial Verification Agent Fee;
(iii) third (Interest Distribution Amount), to each Funding Agent, for the benefit of and on behalf of the Lenders in its Lender Group, the Interest Distribution Amount then due (allocated among the Lender Groups based on their Lender Group Percentages) until paid in full;
Appears in 1 contract
Samples: Credit Agreement (Sunnova Energy International Inc.)
Repayment of the Advances. (A) The maturity date for this facility is the Facility Maturity Date (unless earlier terminated in accordance with Section 6.2(B) or upon any voluntary termination of the Facility by the Borrower) and notwithstanding Notwithstanding any other provision to the contrary, the outstanding principal balance of the Advances and the other Obligations owing under this Agreement, together with all accrued but unpaid interest thereon, shall be due and payable in full, if not due and payable earlier, on the Facility Maturity Date (unless earlier terminated Date. For the avoidance of doubt, amounts borrowed and repaid hereunder may be reborrowed in accordance with Section 6.2(B) or upon any voluntary termination of the Facility by the Borrower)terms hereof.
(BA) On any Business Day, the Borrower may direct the Paying Agent to, and on each Payment Date, the Borrower shall direct the Paying Agent shallto, subject to Section 2.7(D), apply all amounts on deposit in the Collection Account (including, including (x)(1)(a) Collections deposited therein during the related Collection Period and (b) any amounts due during the related Collection Period but deposited into the Collection Account within ten (10) Business Days after the end of such Collection Period that the Servicer Facility Administrator (at its option) has determined (with written notice thereof to the Paying Agent (with a copy to the Borrower Administrative Agent, each Lender and the Back-Up ServicerBorrower)) to be treated as if such amounts were on deposit in the Collection Account at the end of such Collection Period, (2) amounts deposited therein from the Liquidity Reserve Account or the Supplemental Reserve Account, in each case, case in accordance with Section 8.2, 8.2 or (3) any amounts deposited therein by the a Seller (Solar Loans), the Seller (Solar Assets) or SEC TEP Resources pursuant to the Sale and Contribution Agreement (Solar Loans), the Sale and Contribution Agreement (Solar Assets) or the Parent pursuant to the Parent Guaranty, respectively, or otherwise deposited therein by SEC or any of its Affiliates in its sole discretion in respect of any Collection Period to cure an actual or anticipated shortfall of any amounts required to make payments pursuant to Section 2.7(C) on any date, but (y) excluding Collections deposited therein in the current Collection Period except as necessary to make distributions pursuant to clauses (i)-(vi) through (iii) of this Section 2.7(B) or as otherwise determined by the Servicer Facility Administrator pursuant to clause (x)(1)(a) above) (the “Distributable Collections”), amounts on deposit in the Takeout Transaction Account on such Business Day representing net proceeds of any Takeout Transaction and any other amounts paid or received from the Borrower, including pursuant to Sections 2.11, 2.12(A) and 2.13, as applicable, to the Obligations in the following order of priority [***] = 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. based solely on information contained in (I) with respect to any Payment Date, the Monthly Servicer Facility Administrator Report for such related Collection Period or, if no Monthly Servicer Facility Administrator Report is providedavailable, solely as directed in writing by the Administrative Agent or (II) with respect to any other Business Day, including the date of closing for a Takeout Transaction, on which the Borrower requests an application and distribution of funds in the Collection Account (and/or Takeout Transaction Account, if applicable, or other amounts paid or received from the Borrower), an interim Monthly Servicer Facility Administrator Report or such other report in form and substance reasonably satisfactory to the Administrative Agent relating (as confirmed by the Administrative Agent via an email sent to the Distributable Collections Paying Agent) and proceeds of a Takeout Transaction, if applicable, the Paying Agent that is delivered by the Servicer Facility Administrator (which the Servicer Facility Administrator hereby agrees to deliver at the request of the Administrative Agent):
(i) first (Taxes), to the Manager for the payment to the appropriate taxing authorities, the amount of franchise taxes owed by the Borrower prior to the next Payment Date and for which funds have not previously been withdrawn from the Collection Account; provided, that taxes paid and to be paid pursuant to this subclause (i) shall include only those accrued on or after the Closing Date;
(ii) second (Service Providers), ratably, (a) to the Paying Agent (1) the Paying Agent Fee and (2)(x) any accrued and unpaid Paying Agent Fees with respect to prior Payment Dates plus (y) out-of-pocket expenses and indemnities of the Paying Agent incurred and not reimbursed in connection with its obligations and duties under this Agreement; provided that the aggregate payments to the Paying Agent as reimbursement for clause clauses (a)(2)(y2)(y) will be limited to $[***] 50,000 per calendar year so long as no Event of Default or Amortization Event has occurred pursuant to this Agreement (unless otherwise approved by the AgentMajority Lenders); (b) to the Back-Up Servicing Fee Account for payment to Facility Administrator, the Back-Up Servicer (1) the Back-Up Servicing Facility Administrator Fee, (2)(x) any accrued and unpaid Back-Up Servicing Fees with respect to prior Payment Dates plus (y) out-of-pocket expenses and indemnities of the Back-Up Servicer, and (3) any accrued and unpaid transition costs, in each case, pursuant to the Transaction Documents; provided that the aggregate payments to the Back-Up Servicer as reimbursement for clause (b)(2)(y) will be limited to $[***] per calendar year so long as no Event of Default has occurred pursuant to this Agreement (unless otherwise approved by the Agent); provided, further that the aggregate payments to the Back-Up Servicer as reimbursement for clause (b)(3) shall be limited to $[***] (unless otherwise approved by the Agent); (c) to the ManagerVerification Agent, the Manager Fee; (d) to the Servicer, the Servicer Fee; and (e) to the Custodial Fee Account for payment to the Custodian, the Custodial Verification Agent Fee;
(iiiii) third second (Hedge Agreement Payments, Class A Interest Distribution AmountAmount and Unused Line Fee), on a pari passu basis (a) to the Qualifying Hedge Counterparty under each Hedge Agreement, the payment of all amounts which are due and payable by the Borrower to such Qualifying Hedge Counterparty on such date (other than fees, expenses, termination payments, indemnification payments, tax payments or other similar amounts), pursuant to the terms of the applicable Hedge Agreement (net of all amounts which are due and payable by such Qualifying Hedge Counterparty to the Borrower on such date pursuant to the terms of such Hedge Agreement), and (b)(I) first, to each Class A Funding Agent, for the benefit of and on behalf of the Class A Lenders in its Class A Lender Group, the Class A Interest Distribution Amount then due (allocated among the Class A Lender Groups pro rata based on the outstanding principal amount of the Class A Advances attributable to such Class A Lender Group) until paid in full and (II) second, to each Class A Funding Agent, for the benefit of and on behalf of the related Non-Conduit Lender(s) in its Class A Lender Group, the payment of the Unused Line Fee then due (allocated among the Class A Lender Groups pro rata based on the outstanding principal amount of the Class A Advances attributable to such Class A Lender Group) until paid in full;
(iii) third (Class B Interest Distribution Amount (No Event of Default) and Unused Line Fee), so long as no Event of Default has occurred and is continuing, (a) first, to each Class B Funding Agent, for the benefit of and on behalf of the Class B Lenders in its Class B Lender Group, the Class B Interest Distribution Amount then due (allocated among the Class B Lender Groups based on their Class B Lender Group Percentages) until paid in full and (b) second, to each Class B Funding [***] = 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. Agent, for the benefit of and on behalf of the related Non-Conduit Lender(s) in its Class B Lender Group, the payment of the Unused Line Fee then due (allocated among the Class B Lender Groups based on their Class B Lender Group Percentages) until paid in full;
(iv) fourth (Liquidity Reserve Account and Supplemental Reserve Account), (a) first, if the amount on deposit in the Liquidity Reserve Account is less than the Liquidity Reserve Account Required Balance and no Amortization Event has occurred and is continuing, to the Liquidity Reserve Account until the amount on deposit in the Liquidity Reserve Account shall equal the Liquidity Reserve Account Required Balance and (b) second to the Supplemental Reserve Account, the Supplemental Reserve Account Deposit, if any;
(v) fifth (Availability Period Borrowing Base Deficiency), during the Availability Period (a) first, to the extent required under Section 2.9 in connection with a Class A Borrowing Base Deficiency, to each Class A Funding Agent, on behalf of the Class A Lenders in its Class A Lender Group, for the prepayment and reduction of the outstanding principal amount of any Class A Advances, an amount equal to the amount necessary to cure such Class A Borrowing Base Deficiency (allocated ratably among the Class A Lender Groups pro rata based on the outstanding principal amount of the Class A Advances attributable to such Class A Lender Group) and (b) second, to the extent required under Section 2.9 in connection with a Class B-I Borrowing Base Deficiency, Class B-II Borrowing Base Deficiency or Class B Aggregate Borrowing Base Deficiency, as applicable, to each applicable Class B Funding Agent, on behalf of the Class B Lenders in its Class B Lender Group, for the prepayment and reduction of the outstanding principal amount of any applicable Class B Advances, an amount equal to the amount necessary to cure such Class B-I Borrowing Base Deficiency, Class B-II Borrowing Base Deficiency or Class B Aggregate Borrowing Base Deficiency, as applicable (allocated ratably among the applicable Class B-I Lender Groups, Class B-II Lender Groups or Class B Lender Groups, as applicable, based on their Class B-I Lender Group Percentages, Class B-II Lender Group Percentages or Class B Lender Group Percentages, as applicable);
(vi) sixth (Qualifying Hedge Counterparty Breakage and Amortization Period Class A Lender Obligations), on a pari passu basis (a) to the Administrative Agent for the account of the Hedge Counterparty under each Hedge Agreement, all payments which arose due to a default by the Borrower or due to any prepayments of amounts under such Hedge Agreement and all fees, expenses, indemnification payments, tax payments or other amounts (to the extent not previously paid hereunder) which are due and payable by the Borrower to such Hedge Counterparty on such date, pursuant to the terms of the applicable Hedge Agreement (net of all amounts which are due and payable by such Qualifying Hedge Counterparty to the Borrower on such date pursuant to the terms of such Hedge Agreement) and (b) during the Amortization Period, to the Administrative Agent and each Class A Funding Agent on behalf of itself and the Class A Lenders in its related Class A Lender Group, all remaining amounts, for application to the principal balance of the outstanding Class A Advances and the aggregate amount of all Obligations then due from the Borrower to the Administrative Agent, such 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. Funding Agent and each such Class A Lender in the Class A Lender Group (allocated among such Obligations as selected by the Administrative Agent; provided that payment of the principal balance of outstanding Class A Advances shall be allocated ratably among the Class A Lender Groups pro rata based on the outstanding principal amount of the Class A Advances attributable to such Class A Lender Group) until paid in full;
(vii) seventh (Class B Interest Distribution Amount (Event of Default)), if an Event of Default has occurred and is continuing, to each Class B Funding Agent, for the benefit of and on behalf of the Class B Lenders in its Class B Lender Group, the Class B Interest Distribution Amount then due (allocated among the Class B Lender Groups based on their Class B Lender Group Percentages) until paid in full;
(viii) eighth (Amortization Period Class B Lender Obligations; Invested Capital Payment Amount), first (i) during the Amortization Period, to each Class B Funding Agent on behalf of itself and the Class B Lenders in its related Class B Lender Group, all remaining amounts, for application to the payment of the principal balance of the outstanding Class B Advances and the aggregate amount of all Obligations then due from the Borrower to such Class B Funding Agent and each such Class B Lender in the Class B Lender Group (allocated among such Obligations as selected by the Class B Funding Agents; provided that payment of the principal balance of outstanding Class B Advances shall be allocated ratably among the Class B Lender Groups based on their Class B Lender Group Percentages) until paid in full and second (ii) on the Invested Capital Payment Date, to the Class B-I Funding Agent, on behalf of the Class B-I Lenders in its Class B-I Lender Group, the Invested Capital Payment Amount;
(ix) ninth (Class A Additional Interest Distribution Amount and Class B Additional Interest Distribution Amount), first, to each Class A Funding Agent, for the benefit of and on behalf of the Class A Lenders in its Class A Lender Group, the Class A Additional Interest Distribution Amount then due (allocated among the Class A Lender Groups pro rata based on the outstanding principal amount of the Class A Advances attributable to such Class A Lender Group) until paid in full and second, to each Class B Funding Agent, for the benefit of and on behalf of the Class B Lenders in its Class B Lender Group, the Class B Additional Interest Distribution Amount then due (allocated among the Class B Lender Groups based on their Class B Lender Group Percentages);
(x) tenth (Lender Fees and Expenses), first, to the Administrative Agent and each Class A Funding Agent on behalf of itself and the Class A Lenders in its related Class A Lender Group, the payment of all Breakage Costs, all Liquidation Fees and all other amounts (other than those already provided for above) due and payable by the Borrower to the Administrative Agent, such Class A Funding Agent and such Class A Lenders (solely in their capacity as a Class A Lender) hereunder or under any other Transaction Document until paid in full and second, to each Class B Funding Agent on behalf of itself and the Class B Lenders in its related Class B Lender Group, the payment of all Breakage Costs, all Liquidation Fees and all other amounts (other than those already provided for above) due and payable by the Borrower to such Class B Funding Agent and such Class B Lenders (solely in their capacity as a Class B Lender) hereunder or under any other Transaction Document until paid in full; [***] = 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.
(xi) eleventh (All Other Obligations), to each Class A Funding Agent on behalf of itself and the Class A Lenders in its related Class A Lender Group, to each Class B Funding Agent on behalf of itself and the Class B Lenders in its related Class B Lender Group and to the Administrative Agent on behalf of any other applicable party, the ratable payment of all other Obligations that are past due and/or payable to such party on such date;
(xii) twelfth (Service Provider Indemnities), ratably, to the Paying Agent, the Verification Agent and/or the Facility Administrator, any indemnification, expenses, fees or other obligations owed to the Paying Agent, the Verification Agent and/or the Facility Administrator, respectively (including out-of-pocket expenses and indemnities of the Paying Agent and the Verification Agent not paid pursuant to clause (i) above and any Facility Administrator Fees, Paying Agent Fees or Verification Agent Fees not paid pursuant to clause (i) above), pursuant to the Transaction Documents;
(xiii) thirteenth (Eligible Letter of Credit Bank), to each Eligible Letter of Credit Bank or other party as directed by the Facility Administrator (a) any fees and expenses related to a Letter of Credit and (b) any amounts which have been drawn under a Letter of Credit and any interest due thereon; and
(xiv) fourteenth (Remainder), all Distributable Collections remaining in the Collection Account after giving effect to the preceding distributions in this Section 2.7(B), to the Borrower’s Account (to cover any other expenses of the Borrower or to make distributions on behalf of the Borrower).
(B) [Reserved].
(C) Notwithstanding anything to the contrary set forth in this Section 2.7 or Section 8.2, the Paying Agent shall not be obligated to make any determination or calculation with respect to the payments or allocations to be made pursuant to either of such Sections, and in making the payments and allocations required under such Sections, the Paying Agent shall be entitled to rely exclusively and conclusively upon the information in the latest Facility Administrator Report (or such other report or direction signed by the Administrative Agent) received by the Paying Agent pursuant to either such Section prior to the applicable payment date. Any payment direction to be acted upon by the Paying Agent pursuant to either such Section on a payment date other than a Payment Date shall be delivered to the Paying Agent at least two (2) Business Days prior to the date on which any payment is to be made.
Appears in 1 contract
Samples: Credit Agreement (Sunnova Energy International Inc.)
Repayment of the Advances. (A) The maturity date for this facility is the Facility Maturity Date (unless earlier terminated in accordance with Section 6.2(B) or upon any voluntary termination of the Facility by the Borrower) and notwithstanding any other provision to the contrary, the outstanding principal balance of the Advances and the other Obligations owing under this Agreement, together with all accrued but unpaid interest thereon, shall be due and payable in full, if not due and payable earlier, on the Facility Maturity Date (unless earlier terminated in accordance with Section 6.2(B) or upon any voluntary termination of the Facility by the Borrower)Date.
(B) On any Business Day, the Borrower may direct the Paying Agent to, and on each Payment Date, the Borrower shall direct the Paying Agent shallto, subject to Section 2.7(D), apply all amounts on deposit in the Collection Account (including, (x)(1)(ax)(1) (a) Collections deposited therein during the related Collection Period and (b) any amounts due during the related Collection Period but deposited into the Collection Account within ten (10) Business Days after the end of such Collection Period that the Servicer (at its option) has determined (with written notice thereof to the Paying Agent (with a copy to the Agent, the Borrower and the Back-Up Servicer)) to be treated as if such amounts were on deposit in the Collection Account at the end of such Collection Period, (2) amounts deposited therein from the Liquidity Reserve Account or the Supplemental Equipment Replacement Reserve Account, in each case, case in accordance with Section 8.2, or (3) any amounts deposited therein by the Seller (Solar Loans), or the Seller (Solar Assets) or SEC Parent pursuant to the Sale and Contribution Agreement (Solar Loans), the Sale and Contribution Agreement (Solar Assets) or the Parent Guaranty, respectively, or otherwise deposited therein by SEC or any of its Affiliates in its sole discretion in respect of any Collection Period to cure an actual or anticipated shortfall of any amounts required to make payments pursuant to Section 2.7(C) on any date, but (y) excluding Collections deposited therein in the current Collection Period except as necessary to make distributions pursuant to clauses (i)-(v) of this Section 2.7(B) or as otherwise determined by the Servicer pursuant to clause (x)(1)(a) above) (the “Distributable Collections”), to the Obligations in the following order of priority based solely on information contained in (I) with respect to any Payment Date, the Monthly Servicer Report for such related Collection Period or, if no Monthly Servicer Report is provided, solely as directed in writing by the Agent or (II) with respect to any other Business Day, including the date of closing for a Takeout Transaction, on which the Borrower requests an application and distribution of funds in the Collection Account (and/or Takeout Transaction Account, if applicable), an interim Monthly Servicer Report or such other report in form and substance reasonably satisfactory to the Agent (as confirmed by the Agent via an email sent to the Paying Agent) and the Paying Agent relating to the Distributable Collections and proceeds of a Takeout Transaction, if applicable, that is delivered by the Servicer (which the Servicer hereby agrees to deliver at the request of the Agent):
(i) first (Taxes), to the Manager for the payment to the appropriate taxing authorities, the amount of franchise taxes owed by the Borrower prior to the next Payment Date and for which funds have not previously been withdrawn from the Collection Account; provided, that taxes paid and to be paid pursuant to this subclause (i) shall include only those accrued on or after the Closing Date;
(ii) second (Service Providers), ratably, (a) to the Paying Agent (1) the Paying Agent Fee and (2)(x) any accrued and unpaid Paying Agent Fees with respect to prior Payment Dates plus (y) out-of-pocket expenses and indemnities of the Paying Agent incurred and not reimbursed in connection with its obligations and duties under this Agreement; provided that the aggregate payments to the Agent as reimbursement for clause (a)(2)(y) will be limited to $[***] per calendar year so long as no Event of Default has occurred pursuant to this Agreement (unless otherwise approved by the Agent); (b) to the Back-Up Servicing Fee Account for payment to Servicer and the Back-Up Servicer Transition Manager (1) the Back-Up Servicing Fee, /Transition Manager Fee and (2)(x) any accrued and unpaid Back-Up Servicing Fees Fees/Transition Manager Fee with respect to prior Payment Dates plus (y) out-of-pocket expenses and indemnities of the Back-Up ServicerServicer and Transition Manager, as applicable; and (3) any accrued and unpaid transition costs, in each case, pursuant to the Transaction Documents; provided that the aggregate payments to the Paying Agent, the Back-Up Servicer Servicer, and the Transition Manager as reimbursement for clause clauses (a)(2)(y) and (b)(2)(y) will be limited to $[***] per calendar year so long as no Event of Default has occurred pursuant to this Agreement (unless otherwise approved by the Agent); provided, further that the aggregate payments to the Back-Up Servicer and the Transition Manager as reimbursement for clause (b)(33) shall will be limited to $[***] per transition occurrence and $[***] in the aggregate (unless otherwise approved by the Agent); (c) to the Manager, the Manager Fee; (d) to the Servicer, the Servicer Fee; and (e) to the Custodial Fee Account for payment to the Custodian, the Custodial Fee;
(iii) third (Interest Distribution Amount), to each Funding Agent, for the benefit of and on behalf of the Lenders in its Lender Group, the Interest Distribution Amount then due (allocated among the Lender Groups based on their Lender Group Percentages) until paid in full;
Appears in 1 contract
Samples: Credit Agreement (Sunnova Energy International Inc.)
Repayment of the Advances. (Aa) The maturity date for this facility is the Facility Maturity Date (unless earlier terminated in accordance with Section 6.2(B) or upon any voluntary termination of the Facility by the Borrower) and notwithstanding any other provision to the contrary, the outstanding principal balance of the Advances and the other Obligations owing under this Agreement, together with all accrued but unpaid interest thereon, shall be due and payable in full, if not due and payable earlier, on the Facility Maturity Date (unless earlier terminated in accordance with Section 6.2(B) or upon any voluntary termination of the Facility by the Borrower)Date.
(Ba) On any Business Dayeach Monthly Payment Date during the Availability Period, except following the occurrence and during the continuation of an Event of Default, the Borrower may direct shall cause the payment in full of (i) all Distributable Amounts (other than the Servicing Diligence Fee) to the Administrative Agent tofor payment to the applicable Persons and (ii) the Servicing Diligence Fees directly to the Servicing Diligence Agent with respect to such Monthly Payment Date.
(b) So long as no Event of Default has occurred and is continuing, and on each Monthly Payment DateDate following the end of the Availability Period, the Agent shall, subject to Section 2.7(D), apply all amounts on deposit in the Collection Account (includingAccount, (x)(1)(a) including Collections deposited therein during the related Collection Period and (b) any amounts due during shall, at the related Collection Period but deposited into direction of the Administrative Agent, be disbursed by the Account Bank from the Collection Account within ten (10) Business Days after the end of and applied on such Collection Period that the Servicer (at its option) has determined (with written notice thereof to the Agent (with a copy to the Borrower and the Back-Up Servicer)) to be treated as if such amounts were on deposit in the Collection Account at the end of such Collection Period, (2) amounts deposited therein from the Liquidity Reserve Account or the Supplemental Reserve Account, in each case, in accordance with Section 8.2, or (3) any amounts deposited therein by the Seller (Solar Loans), the Seller (Solar Assets) or SEC pursuant to the Sale and Contribution Agreement (Solar Loans), the Sale and Contribution Agreement (Solar Assets) or the Guaranty, respectively, or otherwise deposited therein by SEC or any of its Affiliates in its sole discretion in respect of any Collection Period to cure an actual or anticipated shortfall of any amounts required to make payments pursuant to Section 2.7(C) on any date, but (y) excluding Collections deposited therein in the current Collection Period except as necessary to make distributions pursuant to clauses (i)-(v) of this Section 2.7(B) or as otherwise determined by the Servicer pursuant to clause (x)(1)(a) above) (the “Distributable Collections”), to the Obligations Monthly Payment Date in the following order of priority based solely on information contained in (I) with respect to any Payment Date, the Monthly Servicer Report for such related Collection Period or, if no Monthly Servicer Report is provided, solely as directed in writing by the Agent or (II) with respect to any other Business Day, including the date of closing for a Takeout Transaction, on which the Borrower requests an application and distribution of funds in the Collection Account (and/or Takeout Transaction Account, if applicable), an interim Monthly Servicer Report or such other report in form and substance reasonably satisfactory to the Agent relating to the Distributable Collections and proceeds of a Takeout Transaction, if applicable, that is delivered by the Servicer (which the Servicer hereby agrees to deliver at the request of the Agent):priority:
(i) first (Taxes)first, to the Manager for the payment to the appropriate taxing authoritiesBorrower, the amount of franchise taxes owed by the Borrower prior to the next Payment Date and for which funds have not previously been withdrawn from any Base Servicing Fee inadvertently deposited into the Collection Account; provided, that taxes paid and to be paid pursuant to this subclause (i) shall include only those accrued on or after the Closing Date;
(ii) second ratably (Service Providers), ratably, (ax) to the Administrative Agent, all Fees, costs, expenses, reimbursements and indemnification amounts owed to the Administrative Agent (1) pursuant to the Agent Fee terms hereof, and (2)(xy) any accrued and unpaid Agent to the Servicing Diligence Agent, the Servicing Diligence Fees with respect to prior such Monthly Payment Dates plus Date;
(iii) third, to the Administrative Agent, on behalf of the Lenders, the Interest Distribution Amount with respect to such Monthly Payment Date;
(iv) fourth, to the Administrative Agent, on behalf of the Lenders, the payment of any Non-Usage Fee and any Minimum Utilization Fee that is then due and payable on as of such Monthly Payment Date;
(v) fifth, to the Administrative Agent, on behalf of the Lenders, pro rata, in an amount equal to greater of (x) the Additional Principal Amortization Amounts due and payable on such Monthly Payment Date and (y) out-of-pocket expenses the amounts remaining in the Collection Account (up to an amount that would pay the Advances in full);
(vi) sixth, to the Administrative Agent, on behalf of any applicable party, all amounts that are then due and indemnities payable pursuant to Section 2.11;
(vii) seventh, to the Administrative Agent, on behalf of any applicable party, all fees, expenses, indemnitees and other amounts that are due and payable by the Agent Borrower and incurred and not reimbursed in connection with its obligations this Agreement and duties under this required to be paid or reimbursed hereunder, the financing, management, operation or maintenance of the Collateral or the Transaction Documents, including to consultants and experts retained by the Borrower (including attorneys and accountants);
(viii) eighth, to the Administrative Agent, on behalf of any applicable party, the ratable payment of all other Obligations that are past due or payable on such date; 742613903 21686243
(ix) ninth, to the Servicing Diligence Agent, all costs, expenses, reimbursements and indemnification amounts owed to the Servicing Diligence Agent pursuant to the terms of the Servicing Diligence Agreement; provided that the aggregate payments and
(x) tenth, all remaining amounts to the Borrower’s Account on such date.
(c) On each Monthly Payment Date following the occurrence and during the continuation of an Event of Default, amounts on deposit in the Collection Account, including Collections deposited therein during the related Collection Period shall, at the direction of the Administrative Agent, be disbursed by the Account Bank from the Collection Account and applied on such Monthly Payment Date in the following order of priority:
(i) first, to the Borrower, any Base Servicing Fee inadvertently deposited into the Collection Account;
(ii) second, ratably (x) to the Administrative Agent, all Fees, costs, expenses, reimbursements and indemnification amounts owed to the Administrative Agent pursuant to the terms hereof, and (y) to the Servicing Diligence Agent, the Servicing Diligence Fees with respect to such Monthly Payment Date;
(iii) third, to the Administrative Agent, on behalf of the Lenders, pro rata, and payable with respect to the Advances and Commitments (x) the Interest Distribution Amount with respect to such Monthly Payment Date, (y) any Non-Usage Fee and any Minimum Utilization Fee due and payable as reimbursement for clause of such Monthly Payment Date, and (a)(2)(yz) will be limited to the principal balance of the outstanding Advances until reduced to $[***] per calendar year so long as no Event ];
(iv) fourth, to the Administrative Agent, on behalf of Default has occurred the Administrative Agent and each Lender, all amounts that are then due and payable to such Persons pursuant to Section 2.11;
(v) fifth, to the Administrative Agent, on behalf of the Administrative Agent and each Lender, all fees, expenses, indemnitees and other amounts that are due and payable by the Borrower to such Persons and incurred in connection with this Agreement (unless otherwise approved and required to be paid or reimbursed hereunder, the financing, management, operation or maintenance of the Collateral or the Transaction Documents, including to consultants and experts retained by the Agent); Borrower (bincluding attorneys and accountants) pursuant to the Back-Up terms hereof;
(vi) sixth, to the Administrative Agent, on behalf of the Administrative Agent and each Lender, the ratable payment of all other Obligations that are past due or payable on such date to such Persons;
(vii) seventh, to the Servicing Fee Diligence Agent, all costs, expenses, reimbursements and indemnification amounts owed to the Servicing Diligence pursuant to the terms of the Servicing Diligence Agreement; and
(viii) eighth, all remaining amounts to the Borrower’s Account on such date. Notwithstanding anything to the contrary in this Agreement or any of the other Transaction Documents, all terms and provisions of this Agreement and the other Transaction Documents are and shall be subject to the terms and provisions of the Xxxxxx Xxx Acknowledgment Agreement. To the extent that any conflict necessarily exists or shall be 742613903 21686243 adjudged to exist between the terms and provisions of this Agreement and those of the Xxxxxx Xxx Acknowledgment Agreement, solely with respect to the relationship and agreements between Borrower and/or Administrative Agent, on the one hand, and Xxxxxx Xxx, on the other hand, the terms and provisions of the Xxxxxx Xxx Acknowledgment Agreement shall govern and control.
(d) Notwithstanding the foregoing, in the event that amounts available for distribution from the Collection Account pursuant to Section 2.7(c) or (d) are insufficient to pay in full all amounts due and owing on any Monthly Payment Date, then the Borrower shall have an unconditional obligation to cause the payment in full of the applicable deficiency to the Administrative Agent for payment to the Back-Up Servicer (1) the Back-Up Servicing Fee, (2)(x) any accrued and unpaid Back-Up Servicing Fees with respect applicable Persons. The Borrower’s obligation to prior Payment Dates plus (y) out-of-pocket expenses and indemnities of the Back-Up Servicer, and (3) any accrued and unpaid transition costs, in each case, pursuant to the Transaction Documents; provided that the aggregate payments to the Back-Up Servicer as reimbursement for clause (b)(2)(y) will be limited to $[***] per calendar year so long as no Event of Default has occurred pay amounts pursuant to this Agreement (unless otherwise approved by the Agent); provided, further that the aggregate payments to the Back-Up Servicer as reimbursement for clause (b)(3) Section 2.7 shall be limited to $[***] (unless otherwise approved by the Agent); (c) to the Manager, the Manager Fee; (d) to the Servicer, the Servicer Fee; and (e) to the Custodial Fee Account for payment to the Custodian, the Custodial Fee;
(iii) third (Interest Distribution Amount), to each Funding Agent, for the benefit of and on behalf “full recourse” obligations of the Lenders in its Lender Group, the Interest Distribution Amount then due (allocated among the Lender Groups based on their Lender Group Percentages) until paid in full;Borrower.
Appears in 1 contract
Samples: Credit Agreement (loanDepot, Inc.)
Repayment of the Advances. (A) The NotwithstandingThe maturity date for this facility is the Facility Maturity Date (unless earlier terminated in accordance with Section 6.2(B) or upon any voluntary termination of the Facility by the Borrower) and notwithstanding any other provision to the contrary, the outstanding principal balance of the Advances and the other Obligations owing under this Agreement, together with all accrued but unpaid interest thereon, shall be due and payable in full, if not due and payable earlier, on the Facility Maturity Date (unless earlier terminated Date. For the avoidance of doubt, amounts borrowed and repaid hereunder may be reborrowed in accordance with Section 6.2(B) or upon any voluntary termination of the Facility by the Borrower)terms hereof.
(B) On any Business Day, the Borrower may direct the Paying Agent to, and on each Payment Date, the Borrower shall direct the Paying Agent shallto, subject to Section 2.7(D2.7(DC), apply all amounts on deposit in the Collection Account (including, including (x)(1)(a) Collections deposited therein during the related Collection Period and (b) any amounts due during the related Collection Period but deposited into the Collection Account within ten (10) Business Days after the end of such Collection Period that the Servicer Facility Administrator (at its option) has determined (with written notice thereof to the Paying Agent (with a copy to the Borrower Administrative Agent, each Lender and the Back-Up ServicerBorrower)) to be treated as if such amounts were on deposit in the Collection Account at the end of such Collection Period, (2) amounts deposited therein from the Liquidity Reserve Account or the Supplemental Reserve Account, in each case, case in accordance with Section 8.2, 8.2 or (3) any amounts deposited therein by the a Seller (Solar Loans), the Seller (Solar Assets) or SEC TEP Resources pursuant to the Sale and Contribution Agreement (Solar Loans), the Sale and Contribution Agreement (Solar Assets) or the Parent pursuant to the Parent Guaranty, respectively, or otherwise deposited therein by SEC or any of its Affiliates in its sole discretion in respect of any Collection Period to cure an actual or anticipated shortfall of any amounts required to make payments pursuant to Section 2.7(C) on any date, but (y) excluding Collections deposited therein in the current Collection Period except as necessary to make distributions pursuant to clauses (i)-(vi) through (iii) of this Section 2.7(B) or as otherwise determined by the Servicer Facility Administrator pursuant to clause (x)(1)(a) above) (the “Distributable Collections”), amounts on deposit in the Takeout Transaction Account on such Business Day representing net proceeds of any Takeout Transaction and any other amounts paid or received from the Borrower, including pursuant to SectionsSection 2.11, Section 2.12(A) and Section 2.13, as applicable, to the Obligations in the following order of priority based solely on information contained in (I) with respect to any Payment Date, the Monthly Servicer Facility Administrator Report for such related Collection Period or, if no Monthly Servicer Facility Administrator Report is providedavailable, solely as directed in writing by the Administrative Agent or (II) with respect to any other Business Day, including the date of closing for a Takeout Transaction, on which the Borrower requests an application and distribution of funds in the Collection Account (and/or Takeout Transaction Account, if applicable, or other amounts paid or received from the Borrower), an interim Monthly Servicer Facility Administrator Report or such other report in form and substance reasonably satisfactory to the Administrative Agent relating (as confirmed by the Administrative Agent via an email sent to the Distributable Collections Paying Agent) and proceeds of a Takeout Transaction, if applicable, the Paying Agent that is delivered by the Servicer Facility Administrator (which the Servicer Facility Administrator hereby agrees to deliver at the request of the Administrative Agent):
(i) first (TaxesTaxes and Service Providers), (a) first, to the Manager Borrower for the payment to the appropriate taxing authoritiesauthority, the amount of franchise taxes owed due and payable by the Borrower prior to the next Payment Date and for which funds have not previously been withdrawn from the Collection Account; provided, that taxes paid Account and to be paid pursuant to this subclause (ib) shall include only those accrued on or after the Closing Date;
(ii) second (Service Providers)second, ratably, (aai) to the Paying Agent (11A) the Paying Agent Fee and (2)(x2B)(x) any accrued and unpaid Paying Agent Fees with respect to prior Payment Dates plus (y) out-of-pocket expenses and indemnities of the Paying Agent incurred and not reimbursed in connection with its obligations and duties under this Agreement; provided that the aggregate payments to the Paying Agent as reimbursement for clause clauses (a)(2)(y2B)(y) will be limited to $[***] per calendar year so long as no Event of Default or Amortization Event has occurred pursuant to this Agreement (unless otherwise approved by the AgentMajority Lenders); (bbii) to the Back-Up Servicing Fee Account for payment to Facility Administrator, the Back-Up Servicer (1) the Back-Up Servicing Facility Administrator Fee, (2)(x) any accrued and unpaid Back-Up Servicing Fees with respect to prior Payment Dates plus (y) out-of-pocket expenses and indemnities of the Back-Up Servicer, and (3) any accrued and unpaid transition costs, in each case, pursuant to the Transaction Documents; provided that the aggregate payments to the Back-Up Servicer as reimbursement for clause (b)(2)(y) will be limited to $[***] per calendar year so long as no Event of Default has occurred pursuant to this Agreement (unless otherwise approved by the Agent); provided, further that the aggregate payments to the Back-Up Servicer as reimbursement for clause (b)(3) shall be limited to $[***] (unless otherwise approved by the Agent); (cciii ) to the ManagerVerification Agent, the Manager Fee; (d) to the Servicer, the Servicer Fee; and (e) to the Custodial Fee Account for payment to the Custodian, the Custodial Verification Agent Fee;
(iii) third (Interest Distribution Amount), to each Funding Agent, for the benefit of and on behalf of the Lenders in its Lender Group, the Interest Distribution Amount then due (allocated among the Lender Groups based on their Lender Group Percentages) until paid in full;
Appears in 1 contract
Samples: Credit Agreement (Sunnova Energy International Inc.)
Repayment of the Advances. (A) The maturity date for this facility is the Scheduled Facility Maturity Date (unless earlier terminated in accordance with Section 6.2(B) or upon any voluntary termination of the Facility by the Borrower) and notwithstanding any other provision to the contrary, the outstanding principal balance of the Advances and the other Obligations owing under this Agreement, together with all accrued but unpaid interest thereon, shall be due and payable in fullfull on the Scheduled Facility Maturity Date, if not due and payable earlier, on earlier pursuant to the Facility Maturity Date (unless earlier terminated in accordance with Section 6.2(B) or upon any voluntary termination terms of the Facility by the Borrower)this Agreement.
(B) On any Business Day, the Borrower may direct the Paying Agent in writing to, and on each Payment Date, the Borrower shall direct the Paying Agent shallin writing to, subject to Section 2.7(D), apply all amounts on deposit in the Collection Account (including, including (x)(1)(ax)(1) Collections deposited therein during the related Collection Period and (b) any amounts due during the related Collection Period but deposited into the Collection Account within ten (10) Business Days after the end of such Collection Period that the Servicer (at its option) has determined (with written notice thereof to the Agent (with a copy to the Borrower and the Back-Up Servicer)) to be treated as if such amounts were on deposit in the Collection Account at the end of such Collection Period, (2) any amounts deposited therein from the Liquidity Reserve Account or the Supplemental Reserve Account, in each case, in accordance with Section 8.2, or (3) any amounts deposited therein by the Seller (Solar Loans), or the Seller (Solar Assets) or SEC Parent pursuant to the Sale and Contribution Agreement (Solar Loans), the Sale and Contribution Agreement (Solar Assets) or the Limited Performance Guaranty, respectively, and (4) any payments or otherwise deposited therein by SEC or any of its Affiliates in its sole discretion other amounts received in respect of any Collection Period to cure an actual or anticipated shortfall of any amounts required to make payments pursuant to Section 2.7(C) on any dateHedge Agreement, but excluding (y) excluding Collections deposited therein in the current Collection Period except as necessary to make distributions pursuant to clauses (i)-(v) of this Section 2.7(B) or as otherwise determined by the Servicer pursuant to clause (x)(1)(a) above) (foregoing, the “Distributable Collections”)), to the Obligations in the following order of priority based solely on information contained in (I) with respect to any Payment Date, the Monthly Servicer Report for such related Collection Period or, if no Monthly Servicer Report is provided, solely as directed in writing by the Administrative Agent or (II) with respect to any other Business Day, including the date of closing for a Takeout Transaction, on which the Borrower requests an application and distribution of funds in the Collection Account (and/or Takeout Transaction Account, if applicable), an interim Monthly Servicer Report or such other report in form and substance reasonably satisfactory to the Administrative Agent (as confirmed by the Administrative Agent via an email sent to the Paying Agent) and the Paying Agent relating to the Distributable Collections and proceeds of a Takeout Transaction, if applicable, that is delivered by the Servicer (which the Servicer hereby agrees to deliver at the request of the Administrative Agent):
(i) first (Taxes), to the Manager for the payment to the appropriate taxing authorities, the amount of franchise taxes owed by the Borrower prior to the next Payment Date and for which funds have not previously been withdrawn from the Collection Account; provided, that taxes paid and to be paid pursuant to this subclause (i) shall include only those accrued on or after the Closing Date;
(ii) second (Service Providers), ratably, (a) to the Agent (1) the Agent Fee and (2)(x) any accrued and unpaid Agent Fees with respect to prior Payment Dates plus (y) out-of-pocket expenses and indemnities of the Agent incurred and not reimbursed in connection with its obligations and duties under this Agreement; provided that the aggregate payments to the Agent as reimbursement for clause (a)(2)(y) will be limited to $[***] per calendar year so long as no Event of Default has occurred pursuant to this Agreement (unless otherwise approved by the Agent); (b) to the Back-Up Servicing Fee Account for payment to the Back-Up Servicer (1) the Back-Up Servicing Fee, (2)(x) any accrued and unpaid Back-Up Servicing Fees with respect to prior Payment Dates plus (y) out-of-pocket expenses and indemnities of the Back-Up Servicer, and (3) any accrued and unpaid transition costs, in each case, pursuant to the Transaction Documents; provided that the aggregate payments to the Back-Up Servicer as reimbursement for clause (b)(2)(y) will be limited to $[***] per calendar year so long as no Event of Default has occurred pursuant to this Agreement (unless otherwise approved by the Agent); provided, further that the aggregate payments to the Back-Up Servicer as reimbursement for clause (b)(3) shall be limited to $[***] (unless otherwise approved by the Agent); (c) to the Manager, the Manager Fee; (d) to the Servicer, the Servicer Fee; and (e) to the Custodial Fee Account for payment to the Custodian, the Custodial Fee;
(iii) third (Interest Distribution Amount), to each Funding Agent, for the benefit of and on behalf of the Lenders in its Lender Group, the Interest Distribution Amount then due (allocated among the Lender Groups based on their Lender Group Percentages) until paid in full;
Appears in 1 contract
Samples: Credit Agreement (Sunnova Energy International Inc.)
Repayment of the Advances. (A) The maturity date for this facility is the Facility Maturity Date (unless earlier terminated in accordance with Section 6.2(B6(B) or upon any voluntary termination of the Facility by the Borrower) and notwithstanding any other provision to the contrary, the outstanding principal balance of the Advances and the other Obligations owing under this Agreement, together with all accrued but unpaid interest thereon, shall be due and payable in full, if not due and payable earlier, on the Facility Maturity Date (unless earlier terminated in accordance with Section 6.2(B6(B) or upon any voluntary termination of the Facility by the Borrower).
(B) On any Business Day, the Borrower may direct the Agent to, and on each Payment Date, the Agent shall, subject to Section 2.7(D), apply all amounts on deposit in the Collection Account (including, (x)(1)(a) Collections deposited therein during the related Collection Period and (b) any amounts due during the related Collection Period but deposited into the Collection Account within ten (10) Business Days after the end of such Collection Period that the Servicer (at its option) has determined (with written notice thereof to the Agent (with a copy to the Borrower and the Back-Up Servicer)) to be treated as if such amounts were on deposit in the Collection Account at the end of such Collection Period, (2) amounts deposited therein from the Liquidity Reserve Account or the Supplemental Reserve Account, in each case, in accordance with Section 8.2, or (3) any amounts [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. deposited therein by the Seller (Solar Loans), the Seller (Solar Assets) or SEC pursuant to the Sale and Contribution Agreement (Solar Loans), the Sale and Contribution Agreement (Solar Assets) or the Guaranty, respectively, or otherwise deposited therein by SEC or any of its Affiliates in its sole discretion in respect of any Collection Period to cure an actual or anticipated shortfall of any amounts required to make payments pursuant to Section 2.7(C2.7(B) on any date, but (y) excluding Collections deposited therein in the current Collection Period except as necessary to make distributions pursuant to clauses (i)-(v) of this Section 2.7(B) or as otherwise determined by the Servicer pursuant to clause (x)(1)(a) above) (the “Distributable Collections”), to the Obligations in the following order of priority based solely on information contained in (I) with respect to any Payment Date, the Monthly Servicer Report for such related Collection Period or, if no Monthly Servicer Report is provided, solely as directed in writing by the Agent or (II) with respect to any other Business Day, including the date of closing for a Takeout Transaction, on which the Borrower requests an application and distribution of funds in the Collection Account (and/or Takeout Transaction Account, if applicable), an interim Monthly Servicer Report or such other report in form and substance reasonably satisfactory to the Agent relating to the Distributable Collections and proceeds of a Takeout Transaction, if applicable, that is delivered by the Servicer (which the Servicer hereby agrees to deliver at the request of the Agent):
(i) first (Taxes), to the Manager for the payment to the appropriate taxing authorities, the amount of franchise taxes owed by the Borrower prior to the next Payment Date and for which funds have not previously been withdrawn from the Collection Account; provided, that taxes paid and to be paid pursuant to this subclause (i) shall include only those accrued on or after the Closing Date;
(ii) second (Service Providers), ratably, (a) to the Agent (1) the Agent Fee and (2)(x) any accrued and unpaid Agent Fees with respect to prior Payment Dates plus (y) out-of-pocket expenses and indemnities of the Agent incurred and not reimbursed in connection with its obligations and duties under this Agreement; provided that the aggregate payments to the Agent as reimbursement for clause (a)(2)(y) will be limited to $[***] 50,000 per calendar year so long as no Event of Default has occurred pursuant to this Agreement (unless otherwise approved by the Agent); (b) to the Back-Up Servicing Fee Account for payment to the Back-Up Servicer (1) the Back-Up Servicing Fee, (2)(x) any accrued and unpaid Back-Up Servicing Fees with respect to prior Payment Dates plus (y) out-of-pocket expenses and indemnities of the Back-Up Servicer, and (3) any accrued and unpaid transition costs, in each case, pursuant to the Transaction Documents; provided that the aggregate payments to the Back-Up Servicer as reimbursement for clause (b)(2)(y) will be limited to $[***] 50,000 per calendar year so long as no Event of Default has occurred pursuant to this Agreement (unless otherwise approved by the Agent); provided, further that the aggregate payments to the Back-Up Servicer as reimbursement for clause (b)(3) shall be limited to $[***] 150,000 (unless otherwise approved by the Agent); (c) to the Manager, the Manager Fee; (d) to the Servicer, the Servicer Fee; and (e) to the Custodial Fee Account for payment to the Custodian, the Custodial Fee;
(iii) third (Interest Distribution Amount), to each Funding Agent, for the benefit of and on behalf of the Lenders in its Lender Group, the Interest Distribution Amount then due (allocated among the Lender Groups based on their Lender Group Percentages) until paid in full;; [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed.
Appears in 1 contract
Samples: Credit Agreement (Sunnova Energy International Inc.)
