What the filed contracts say
| Contract | What the filed wording says |
|---|---|
| Nscale corporate revolver | The parent may contribute customer contracts, GPU servers and data centre leases to an SPV that borrows eligible SPV debt. |
| Nscale corporate revolver | It may invest in an SPV to cure a default under the SPV’s credit agreement. |
| Nscale corporate revolver | Each investment needs pro forma compliance with the leverage covenant. |
| Nscale corporate revolver | The clause ends with a cap of the greater of $780.3m and 15% of EBITDA. |
| Nscale corporate revolver | Unless liquidity covers the revolver exposure, liquidity after the investment must exceed the debt tested that day. |
| Nscale corporate revolver | No other investments, payments or asset sales into the SPVs are allowed. |
The filed wording
(hh) Investments, so long as the Borrower is in compliance on a Pro Forma Basis with Section 7.01 as of the date of such Investment (i) consisting of a contribution to any SPV Entities of the (w) master services agreements and related order forms entered into with customers as contemplated by any Future SPV Credit Agreement, in connection with projects that have incurred or are reasonably expected to incur Eligible SPV Indebtedness (so long as such Eligible SPV Indebtedness has not been amended in any manner which would cause it to no longer constitute … Eligible SPV Indebtedness), (x) graphic processing unit servers and ancillary equipment necessary to service any of the foregoing and (y) and data center leases and licenses necessary to service any of the foregoing (the “SPV Investments Basket”), (ii) in any SPV Entity to be used to cure a default under any Future SPV Credit Agreement (this clause (ii) the “SPV Cure Investments Basket”) and (iii) in any Joint Ventures to be used to cure a default under any indebtedness entered into by such Joint Venture, in an amount not to exceed the greater of (x) $780,300,000 and (y) 15% of LTM EBITDA; provided, that notwithstanding the foregoing or anything to the contrary herein, no Investments in, or Restricted Payment or Asset Sales to, Unrestricted Subsidiaries or any SPV Entities shall be permitted hereunder, except (i) pursuant to the SPV Investments Basket, the SPV Cure Investments Basket or the Unrestricted Subsidiaries Investments Basket, in each case, subject to the SPV Investment Test, (ii) pursuant to the SPV Asset Sale Basket or the SPV Intercompany Investments Basket and (iii) Investments consisting of (1) cash management, treasury management, payroll, insurance and accounting arrangements, general, administrative and operational cost and expenses, customary loyal and rewards programs and similar functions performed in the ordinary course of business and (2) Permitted Tax Restructuring, in the case of each of clauses (1) and (2) of this clause (iii) that are otherwise permitted by the definition of “Permitted Investments;” and (ii) to the extent constituting an Investment, any Permitted Contribution. Notwithstanding the foregoing, unless the Obligors have Liquidity of at least the-then existing Revolving Exposure on a pro forma basis at the time of such Investment, any Investments made in any Unrestricted Subsidiaries or any SPV Entity pursuant to the SPV Investments Basket, the SPV Cure Investments Basket or the Unrestricted Subsidiaries Investments Basket, shall only be permitted to the extent, after giving pro forma effect to such Investment, Maximum Liquidity on a pro forma basis is greater than the aggregate amount of the Testing Date Indebtedness in effect on the date of such Investment (this sentence, the “SPV Investment Test”).
