Equity Cures Clause Samples

Equity Cures amend Clause 17.4 (Cure provisions): (a) so that the financial ratios set out in Clause 17 (Financial Covenants) may be remedied by deeming that such cure proceeds are (as applicable): (i) added to Annualised EBITDA; or (ii) applied to reduce Senior Debt and/or Total Debt, as applicable, in each case, at the discretion of UPC Broadband; (b) to remove the requirement to repay or prepay the cure proceeds against any of the Facilities or Advances and to clarify that there is no requirement to repay or prepay all or any part of the Facilities or any Advances or to use the proceeds for any particular purpose; and (c) so that an equity cure may be effected up to 15 Business Days following the delivery of the financial statements which showed a breach.

Equity Cures. 97.5% production case assumption Sponsor shall be permitted to make unlimited equity cures to satisfy any Minimum Cash Coupon or Mandatory Amortization payments Sponsor shall be permitted to make unlimited equity cures upon the breach of the CLTV Covenant. Following the first six equity cures for breach of the CLTV Covenant, the Borrower shall make a $15 million partial prepayment of the Facility (with the proceeds of the cure or other unrestricted cash on hand) with each additional equity cure. For the avoidance of doubt, Sponsor shall be permitted to raise outside capital to facilitate the exercise of its cure rights. Negative Usual and customary for transactions of this type, including but not limited to: Covenants: i. Restricted debt incurrence and amendments set forth under Appendix A; SEC shall not be permitted ii. Corporate Expenses (including but not limited to (a) Sunnova SG&A and (b) Corporate CapEx as laid out in the Base Case Model) shall only be incurred by NewCo, SEC and the Management Entities; no G&A shall be incurred at Borrower or subsidiaries except for Approved Affiliate Transactions (as defined below) iii. No Asset Sale Transactions allowed by the Borrower or a subsidiary thereof except for Permitted Asset Sales to enter into a debt financing transaction (such restriction shall not apply to NewCo). iv. Usual and customary restricted payments including: a. Subsidiaries shall not make restricted payments other than upstreaming cash to Borrower b. NewCo shall not make payments to any class of equity or indebtedness while the Facility remains outstanding, other than mandatory cash distributions required by the Investors Rights Agreement; for the avoidance of doubt, there shall be no limitations on distributions made by SEC to NewCo to pay reasonable accounting, administrative and other expenses of NewCo and mandatory cash distributions required by the Investors Rights Agreement.4 4 NOTE: Parties to agree on reasonable cap in long form documentation. [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Equity Cures. In connection with any Equity Cure by the Company, within one Business Day of the Company’s receipt of any net cash proceeds related thereto, the Borrowers shall prepay the Loans in an amount equal to 66% of the amount of such net cash proceeds.

Equity Cures. For purposes of determining compliance with the financial covenants set forth in Section 7.10, any net cash proceeds received by the Company in respect of Permitted Cure Securities issued by the Company after the end of any Fiscal Quarter and on or prior to the day that is 10 Business Days after the day on which a Compliance Certificate is required to be delivered pursuant to Section 6.02(a) will, at the irrevocable request of the Company, be included in the calculation of Consolidated EBITDA for the sole purpose of determining compliance with such financial covenants as of the end of such Fiscal Quarter and applicable subsequent Measurement Periods which include such Fiscal Quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, an “Equity Cure”); provided that (a) the amount of any Equity Cure shall be no greater than the amount required to cause the Company to be in compliance with such financial covenants, (b) all Equity Cures will be disregarded for purposes of the calculation of Consolidated EBITDA as otherwise set forth in this Agreement, including, but not limited to, calculating any basket levels, pricing and other items governed by reference to Consolidated EBITDA, (c) there shall be no more than two Equity Cures made during any Measurement Period and no more than four Equity Cures made in the aggregate during the term of this Agreement and (d) to the extent required by Section 2.05(e), the net cash proceeds received by the Company in respect of any Equity Cures shall be used by the Company to repay the Loans in accordance with such Section.

Equity Cures amend Clause 18.5 (Cure provisions): (a) so that the financial ratios set out in Clause 18 (Financial Covenants) may be remedied by deeming that such cure proceeds are (as applicable): (i) added to Consolidated Annualised EBITDA; or (ii) applied to reduce Total Debt or Net Total Debt; in each case, at the discretion of the Company; and (b) to remove the requirement to repay or prepay the cure proceeds against any of the Facilities or Loans and to clarify that there is no requirement to repay or prepay all or any part of the Facilities or any Loans; and (c) so that an equity cure may be effected up to 15 Business Days following the delivery of the financial statements which showed a breach. 38. Material Subsidiaries: amend Clause 18.7 (Material Subsidiaries) so that the Company is required to ensure that the Obligors constitute 80% of the Consolidated EBITDA of the Group and to remove the obligation for each Material Subsidiary to become a Guarantor and amend the definition of Material Subsidiary so that only companies whose Consolidated EBITDA is 5% of the Group constitute Material Subsidiaries.