Common use of Equity Cures Clause in Contracts

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.