Common use of Agreements Not to Institute Bankruptcy Proceedings; Additional Covenants Clause in Contracts

Agreements Not to Institute Bankruptcy Proceedings; Additional Covenants. (a) The Borrower shall only voluntarily institute any Proceedings to adjudicate the Borrower as bankrupt or insolvent, consent to the institution of bankruptcy or insolvency Proceedings against the Borrower, file a petition seeking or consenting to reorganization or relief under any applicable federal or State law relating to bankruptcy, consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Borrower or a substantial part of its property or admit its inability to pay its debts generally as they become due or authorize any of the foregoing to be done or taken on behalf of the Borrower, in accordance with the terms of the Borrower Operating Agreement. (b) At all times prior to the Termination Date: (i) The Borrower shall keep in full effect its existence, rights and franchises as a limited liability company under the laws of the State of Delaware and shall obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Loan Agreement, the Loan Note and each asset included in the Collateral. (ii) The Borrower shall not consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity unless (A) the entity (if other than the Borrower) formed or surviving such consolidation or merger, or that acquires by conveyance or transfer the properties and assets of the Borrower substantially as an entirety, shall be organized and existing under the laws of the United States of America or any State thereof as a special purpose bankruptcy remote entity, and shall expressly assume in form satisfactory to the Rating Agency the obligation to make due and punctual payments of principal and interest on the Loan and the performance of every covenant on the part of the Borrower to be performed or observed pursuant to this Loan Agreement, (B) immediately after giving effect to such transaction, no Default or Event of Default under this Loan Agreement shall have occurred and be continuing, (C) the Borrower shall have delivered to the Rating Agency, the Controlling Party and the Agent an Officer’s Certificate of the Borrower and an Opinion of Counsel, each stating that such consolidation, merger, conveyance or transfer complies with this Loan Agreement and (D) the Borrower shall have given prior written notice of such consolidation or merger to the Rating Agency and the Controlling Party. (iii) The funds and other assets of the Borrower shall not be commingled with those of any other Person except to the extent expressly permitted under the Loan Documents. (iv) The Borrower shall not be, become or hold itself out as being liable for the debts of any other Person. (v) The Borrower shall not form, or cause to be formed, any subsidiaries. (vi) The Borrower shall act solely in its own name and through its Authorized Officers or duly authorized agents in the conduct of its business, and shall conduct its business so as not to mislead others as to the identity of the entity with which they are concerned. The Borrower shall not have any employees other than the Authorized Officers of the Borrower. (vii) The Borrower shall maintain its records and books of account and shall not commingle its records and books of account with the records and books of account of any other Person. The books of the Borrower may be kept (subject to any provision contained in the applicable statutes) inside or outside the State of Delaware at such place or places as may be designated from time to time by the Borrower Operating Agreement. (viii) All actions of the Borrower shall be taken by an Authorized Officer of the Borrower (or any Person acting on behalf of the Borrower). (ix) The Borrower shall not amend its certificate of formation (except as required under Delaware law) or the Borrower Operating Agreement, without first giving prior written notice of such amendment to the Rating Agency (a copy of which shall be provided to the Agent and the Controlling Party). (x) The Borrower maintains and shall maintain the formalities of the form of its organization. (xi) The annual financial statements of SEI and its consolidated subsidiaries shall disclose the effects of the transactions contemplated by the Loan Documents in accordance with GAAP. Any consolidated financial statements which consolidate the assets and earnings of SEI, Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, the Depositor, the Capital Markets Issuer or the Lender with those of the Borrower shall contain a footnote to the effect that the assets of the Borrower shall not be available to creditors of SEI, Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, the Depositor, the Capital Markets Issuer or the Lender or any other Person other than creditors of the Borrower. The financial statements of the Borrower, if any, shall disclose that the assets of SEI, Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, the Depositor, the Capital Markets Issuer and the Lender are not available to pay creditors of the Borrower. (xii) Other than certain costs and expenses related to the issuance of the Loan and pursuant to the Performance Guaranty, none of Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, the Depositor, the Capital Markets Issuer or the Lender shall pay the Borrower’s expenses, guarantee the Borrower’s obligations or advance funds to the Borrower for payment of expenses except for costs and expenses for which Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, the Depositor, the Capital Markets Issuer or the Lender is required to make payments, in which case the Borrower shall reimburse such Person for such payment. (xiii) All business correspondences of the Borrower are and shall be conducted in the Borrower’s own name. (xiv) Other than as contemplated by the Transaction Documents, none of Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, the Depositor, the Capital Markets Issuer or the Lender acts or shall act as agent of the Borrower and the Borrower does not and shall not act as agent of Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, the Capital Markets Issuer, the Lender or the Depositor. (xv) [Reserved]. (xvi) The Borrower shall not make any expenditure (by long-term or operating lease or otherwise) to acquire capital assets (either realty or personalty) other than pursuant to the Contribution Agreement. (xvii) The Borrower shall comply with the requirements of all Applicable Laws, the non-compliance with which would have a Material Adverse Effect with respect to the Borrower. (xviii) The Borrower shall not, directly or indirectly, (A) pay any dividend or make any distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, to any owner of a beneficial interest in the Borrower or otherwise with respect to any ownership or equity interest or security in or of the Borrower, (B) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or security or (C) set aside or otherwise segregate any amounts for any such purpose; provided, however, that the Borrower may make, or cause to be made, distributions to the Lender as permitted by, and to the extent funds are available for such purpose under, this Loan Agreement and the other Transaction Documents. The Borrower shall not, directly or indirectly, make payments to or distributions from the Collection Account or any other Account except in accordance with this Loan Agreement and the other Transaction Documents.

Agreements Not to Institute Bankruptcy Proceedings; Additional Covenants. (a) The Borrower Owner Trustee shall only not voluntarily institute any Proceedings proceedings to adjudicate the Borrower Trust as bankrupt or insolvent, consent to the institution of bankruptcy or insolvency Proceedings proceedings against the BorrowerTrust, file a petition seeking or consenting to reorganization or relief under any applicable federal or State state law relating to bankruptcy, consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Borrower Trust or a substantial part of its property or admit its inability to pay its debts generally as they become due or authorize any of the foregoing to be done or taken on behalf of the Borrower, in accordance with the terms of the Borrower Operating AgreementTrust. (b) At all times prior So long as any of the Notes are Outstanding, any amount is owed to the Termination DateNote Insurer or any amount is owed to the Swap Counterparty: (i) The Borrower shall Owner Trustee will keep in full effect its existence, rights and franchises as a limited liability company banking corporation under the laws of the State of Delaware and shall obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Loan Agreement, the Loan Note and each asset included in the CollateralDelaware. (ii) The Borrower Owner Trustee shall not cause the Trust to consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity unless (A) the entity (if other than the BorrowerTrust) formed or surviving such consolidation or merger, or that acquires by conveyance or transfer the properties and assets of the Borrower Trust substantially as an entirety, shall be organized and existing under the laws of the United States of America or any State thereof or the District of Columbia as a special purpose bankruptcy remote entity, and shall expressly assume in form satisfactory to the Note Insurer, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), the Rating Agency Agencies, the Indenture Trustee and, if a Note Insurer Default has occurred and is continuing, the Noteholders constituting Noteholder Approval the obligation to make due and punctual payments of principal and interest on the Loan Notes then Outstanding and the performance of every covenant on the part of the Borrower Owner Trustee to be performed or observed pursuant to this Loan Agreementthe Indenture, (B) immediately after giving effect to such transaction, no Default or Event of Default under this Loan Agreement Indenture shall have occurred and be continuing, (C) the Borrower Owner Trustee shall have delivered to the Rating AgencyNote Insurer, the Controlling Party Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), the Rating Agencies and the Agent Indenture Trustee an Officer’s Officers' Certificate of the Borrower and an Opinion of Counsel, each stating that such consolidation, merger, conveyance or transfer complies with this Loan Agreement and Indenture, (D) the Borrower Owner Trustee shall have obtained prior written confirmation from the Rating Agencies that the ratings on the Notes will not be reduced or withdrawn, (E) the Note Insurer and the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) shall have given its prior written notice of consent, and (F) the entity formed or surviving such consolidation or merger (which may be the Trust), or that acquires the properties and assets of the Trust substantially as an entirety, shall be a "Qualifying SPE" under FAS 140 or any successor accounting standard thereto; provided, however, that in no event shall the Owner Trustee have the power to cause the Rating Agency and Trust to consolidate or merge with or into any other entity unless FAS 140 or any successor standard thereto specifically permits a "Qualifying SPE" to have the Controlling Partypower to consolidate or merge with or into another entity. (iii) The funds and other assets of the Borrower Owner Trustee shall not be commingled with those of any other Person except to (other than the extent expressly permitted under temporary commingling of payments on the Loan DocumentsReceivables by the Servicer). (iv) The Borrower Owner Trustee shall not be, become or hold itself out as being liable for the debts of any other Person. (v) The Borrower Owner Trustee shall not cause or permit the Trust to form, or cause to be formed, any subsidiaries. (vi) The Borrower Owner Trustee shall act solely in its own name and through its Authorized Officers or duly authorized officers or agents in the conduct of its business, and shall conduct its business so as not to mislead others as to the identity of the entity with which they are concerned. The Borrower Owner Trustee shall not permit the Trust to have any employees other than the Authorized Officers of the Borroweremployees. (vii) The Borrower Owner Trustee shall maintain its records and books of account and shall not commingle its records and books of account with the records and books of account of any other Person. The books of the Borrower Owner Trustee may be kept (subject to any provision contained in the applicable statutes) inside or outside the State of Delaware at such place or places as may be designated from time to time by the Borrower Operating Trust Agreement. (viii) All actions of the Borrower Trust shall be taken by an Authorized Officer of the Borrower (Owner Trustee or any Person acting on behalf of the Borrower)Administrator. (ix) The Borrower Owner Trustee shall not amend its certificate of formation amend, alter, change or repeal any provision contained in this Section 3.10(b) without (except as required under Delaware lawA) or the Borrower Operating Agreement, without first giving prior written notice consent of such amendment the Note Insurer, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) and the Indenture Trustee and (B) prior written confirmation from the Rating Agency Agencies (a copy of which shall be provided to the Agent Indenture Trustee and the Controlling Party)Note Insurer) that such amendment, alteration, change or repeal will have no adverse effect on the ratings assigned to the Notes. Notwithstanding the foregoing, the provisions in Section 3.10(b) shall not be amended, changed, altered or repeated so as to permit the Owner Trustee to change the permitted activities of the Trust set forth in Section II.3 of the Trust Agreement in a manner that would cause the Trust to cease to qualify as a "Qualifying SPE" under FAS 140 or any successor accounting standard thereto. (x) The Borrower Seller shall not amend its Limited Liability Company Agreement and at all times shall have at least two Independent Directors. If an Independent Director resigns, dies or becomes incapacitated, or such position is otherwise vacant, no action requiring the unanimous affirmative vote of the Board of Directors shall be taken until a successor Independent Director is elected and qualified and approves such action. In the event of the death, incapacity, or resignation of an Independent Director, or a vacancy for any other reason, a successor Independent Director shall be appointed by the remaining directors. The Independent Directors, in voting on matters subject to the approval of the Board of Directors, shall at all times take into account the interests of creditors of the Seller and the Trust. No Independent Director may be removed unless his or her successor is appointed. (xi) The Owner Trustee shall not cause or permit the Trust to dissolve or liquidate, in whole or in part, except with the prior written consent of the Note Insurer and with prior written confirmation from the Rating Agencies that such dissolution or liquidation will have no adverse effect on the ratings assigned to the Notes. (xii) The Owner Trustee maintains and shall will maintain separate records and books of account from the Seller and the formalities of the form of its organization. (xixiii) The annual financial statements of SEI the Transferor and its consolidated subsidiaries shall the annual financial statements of the Seller will disclose the effects of the these transactions contemplated by the Loan Documents in accordance with GAAPgenerally accepted accounting principles. Any consolidated financial statements which consolidate the assets and earnings of SEI, Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, the Depositor, the Capital Markets Issuer or the Lender Transferor with those of the Borrower shall Seller will contain a footnote to the effect stating that the assets of the Borrower shall Seller will not be available to creditors of SEI, Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, the Depositor, the Capital Markets Issuer or the Lender or any other Person other than creditors stockholder of the BorrowerTransferor. The financial statements of the Borrower, if any, shall Seller will disclose that the assets of SEI, Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, the Depositor, the Capital Markets Issuer and the Lender Seller are not available to pay creditors of the BorrowerTransferor. (xiixiv) Other than certain Costs of Issuance, certain other costs and expenses related to the issuance of the Loan Notes and amounts set forth in Section 7.07(a) and the payment of the fees and expenses of Wilmington Trust Company pursuant to the Performance Guarantya fee agreement between Wilmington Trust Company, in its individual capacity, and COAF, none of Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdingsthe Transferor, the Depositor, the Capital Markets Issuer Servicer or the Lender Seller shall pay the Borrower’s Owner Trustee's expenses, guarantee the Borrower’s Owner Trustee's obligations or advance funds to the Borrower Owner Trustee for payment of expenses except for costs and expenses for which Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, the Depositor, the Capital Markets Issuer or the Lender is required to make payments, in which case the Borrower shall reimburse such Person for such paymentexpenses. (xiiixv) All business correspondences of the Borrower Owner Trustee are and shall will be conducted in the Borrower’s Owner Trustee's own name. (xivxvi) Other than as contemplated by Neither the Transaction Documents, none of Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, Transferor nor the Depositor, the Capital Markets Issuer or the Lender acts or shall Seller does act nor will act as agent of the Borrower Owner Trustee and the Borrower Owner Trustee does not and shall will not act as agent of Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, the Capital Markets Issuer, the Lender Transferor or the DepositorSeller. (xv) [Reserved]. (xvi) The Borrower shall not make any expenditure (by long-term or operating lease or otherwise) to acquire capital assets (either realty or personalty) other than pursuant to the Contribution Agreement. (xvii) The Borrower shall comply with the requirements of all Applicable Laws, the non-compliance with which would have a Material Adverse Effect with respect to the Borrower. (xviii) The Borrower shall not, directly or indirectly, (A) pay any dividend or make any distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, to any owner of a beneficial interest in the Borrower or otherwise with respect to any ownership or equity interest or security in or of the Borrower, (B) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or security or (C) set aside or otherwise segregate any amounts for any such purpose; provided, however, that the Borrower may make, or cause to be made, distributions to the Lender as permitted by, and to the extent funds are available for such purpose under, this Loan Agreement and the other Transaction Documents. The Borrower shall not, directly or indirectly, make payments to or distributions from the Collection Account or any other Account except in accordance with this Loan Agreement and the other Transaction Documents.

Agreements Not to Institute Bankruptcy Proceedings; Additional Covenants. (a) The Borrower Owner Trustee shall only not voluntarily institute any Proceedings proceedings to adjudicate the Borrower Trust as bankrupt or insolvent, consent to the institution of bankruptcy or insolvency Proceedings proceedings against the BorrowerTrust, file a petition seeking or consenting to reorganization or relief under any applicable federal or State state law relating to bankruptcy, consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Borrower Trust or a substantial part of its property or admit its inability to pay its debts generally as they become due or authorize any of the foregoing to be done or taken on behalf of the Borrower, in accordance with the terms of the Borrower Operating AgreementTrust. (b) At all times prior So long as any of the Notes are Outstanding and any amount is owed to the Termination DateNote Insurer: (i) The Borrower shall Owner Trustee will keep in full effect its existence, rights and franchises as a limited liability company banking corporation under the laws of the State of Delaware and shall obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Loan Agreement, the Loan Note and each asset included in the CollateralDelaware. (ii) The Borrower Owner Trustee shall not cause the Trust to consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity unless (A) the entity (if other than the BorrowerTrust) formed or surviving such consolidation or merger, or that acquires by conveyance or transfer the properties and assets of the Borrower Trust substantially as an entirety, shall be organized and existing under the laws of the United States of America or any State thereof or the District of Columbia as a special purpose bankruptcy remote entity, and shall expressly assume in form satisfactory to the Note Insurer, the Rating Agency Agencies, the Indenture Trustee and, if a Note Insurer Default has occurred and is continuing, the Noteholders constituting Noteholder Approval the obligation to make due and punctual payments of principal and interest on the Loan Notes then Outstanding and the performance of every covenant on the part of the Borrower Owner Trustee to be performed or observed pursuant to this Loan Agreementthe Indenture, (B) immediately after giving effect to such transaction, no Default or Event of Default under this Loan Agreement Indenture shall have occurred and be continuing, (C) the Borrower Owner Trustee shall have delivered to the Rating AgencyNote Insurer, the Controlling Party Rating Agencies and the Agent Indenture Trustee an Officer’s Officers' Certificate of the Borrower and an Opinion of Counsel, each stating that such consolidation, merger, conveyance or transfer complies with this Loan Agreement and Indenture, (D) the Borrower Owner Trustee shall have obtained prior written confirmation from the Rating Agencies that the ratings on the Class A Notes will not be reduced or withdrawn, (E) the Note Insurer shall have given its prior written notice of consent, and (F) the entity formed or surviving such consolidation or merger (which may be the Trust), or that acquires the properties and assets of the Trust substantially as an entirety, shall be a "Qualifying SPE" under FAS 140 or any successor accounting standard thereto; provided, however, that in no event shall the Owner Trustee have the power to cause the Rating Agency and Trust to consolidate or merge with or into any other entity unless FAS 140 or any successor standard thereto specifically permits a "Qualifying SPE" to have the Controlling Partypower to consolidate or merge with or into another entity. (iii) The funds and other assets of the Borrower Owner Trustee shall not be commingled with those of any other Person except to (other than the extent expressly permitted under temporary commingling of payments on the Loan DocumentsReceivables by the Servicer). (iv) The Borrower Owner Trustee shall not be, become or hold itself out as being liable for the debts of any other Person. (v) The Borrower Owner Trustee shall not cause or permit the Trust to form, or cause to be formed, any subsidiaries. (vi) The Borrower Owner Trustee shall act solely in its own name and through its Authorized Officers or duly authorized officers or agents in the conduct of its business, and shall conduct its business so as not to mislead others as to the identity of the entity with which they are concerned. The Borrower Owner Trustee shall not permit the Trust to have any employees other than the Authorized Officers of the Borroweremployees. (vii) The Borrower Owner Trustee shall maintain its records and books of account and shall not commingle its records and books of account with the records and books of account of any other Person. The books of the Borrower Owner Trustee may be kept (subject to any provision contained in the applicable statutes) inside or outside the State of Delaware at such place or places as may be designated from time to time by the Borrower Operating Trust Agreement. (viii) All actions of the Borrower Trust shall be taken by an Authorized Officer of the Borrower (Owner Trustee or any Person acting on behalf of the Borrower)Administrator. (ix) The Borrower Owner Trustee shall not amend its certificate of formation amend, alter, change or repeal any provision contained in this Section 3.10(b) without (except as required under Delaware lawA) or the Borrower Operating Agreement, without first giving prior written notice consent of such amendment to the Note Insurer and the Indenture Trustee and (B) prior written confirmation from the Rating Agency Agencies (a copy of which shall be provided to the Agent Indenture Trustee and the Controlling Party)Note Insurer) that such amendment, alteration, change or repeal will have no adverse effect on the ratings assigned to the Class A Notes. Notwithstanding the foregoing, the provisions in Section 3.10(b) shall not be amended, changed, altered or repeated so as to permit the Owner Trustee to change the permitted activities of the Trust set forth in Section II.3 of the Trust Agreement in a manner that would cause the Trust to cease to qualify as a "Qualifying SPE" under FAS 140 or any successor accounting standard thereto. (x) The Borrower Seller shall not amend its Limited Liability Company Agreement and at all times shall have at least two Independent Directors. If an Independent Director resigns, dies or becomes incapacitated, or such position is otherwise vacant, no action requiring the unanimous affirmative vote of the Board of Directors shall be taken until a successor Independent Director is elected and qualified and approves such action. In the event of the death, incapacity, or resignation of an Independent Director, or a vacancy for any other reason, a successor Independent Director shall be appointed by the remaining directors. The Independent Directors, in voting on matters subject to the approval of the Board of Directors, shall at all times take into account the interests of creditors of the Seller and the Trust. No Independent Director may be removed unless his or her successor is appointed. (xi) The Owner Trustee shall not cause or permit the Trust to dissolve or liquidate, in whole or in part, except with the prior written consent of the Note Insurer and with prior written confirmation from the Rating Agencies that such dissolution or liquidation will have no adverse effect on the ratings assigned to the Class A Notes. (xii) The Owner Trustee maintains and shall will maintain separate records and books of account from the Seller and the formalities of the form of its organization. (xixiii) The annual financial statements of SEI the Transferor and its consolidated subsidiaries shall the annual financial statements of the Seller will disclose the effects of the these transactions contemplated by the Loan Documents in accordance with GAAPgenerally accepted accounting principles. Any consolidated financial statements which consolidate the assets and earnings of SEI, Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, the Depositor, the Capital Markets Issuer or the Lender Transferor with those of the Borrower shall Seller will contain a footnote to the effect stating that the assets of the Borrower shall Seller will not be available to creditors of SEI, Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, the Depositor, the Capital Markets Issuer or the Lender or any other Person other than creditors stockholder of the BorrowerTransferor. The financial statements of the Borrower, if any, shall Seller will disclose that the assets of SEI, Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, the Depositor, the Capital Markets Issuer and the Lender Seller are not available to pay creditors of the BorrowerTransferor. (xiixiv) Other than certain Costs of Issuance, certain other costs and expenses related to the issuance of the Loan Notes and amounts set forth in Section 7.07(a) and the payment of the fees and expenses of Wilmington Trust Company pursuant to the Performance Guarantya fee agreement between Wilmington Trust Company, in its individual capacity, and COAF, none of Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdingsthe Transferor, the Depositor, the Capital Markets Issuer Servicer or the Lender Seller shall pay the Borrower’s Owner Trustee's expenses, guarantee the Borrower’s Owner Trustee's obligations or advance funds to the Borrower Owner Trustee for payment of expenses except for costs and expenses for which Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, the Depositor, the Capital Markets Issuer or the Lender is required to make payments, in which case the Borrower shall reimburse such Person for such paymentexpenses. (xiiixv) All business correspondences of the Borrower Owner Trustee are and shall will be conducted in the Borrower’s Owner Trustee's own name. (xivxvi) Other than as contemplated by Neither the Transaction Documents, none of Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, Transferor nor the Depositor, the Capital Markets Issuer or the Lender acts or shall Seller does act nor will act as agent of the Borrower Owner Trustee and the Borrower Owner Trustee does not and shall will not act as agent of Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, the Capital Markets Issuer, the Lender Transferor or the DepositorSeller. (xv) [Reserved]. (xvi) The Borrower shall not make any expenditure (by long-term or operating lease or otherwise) to acquire capital assets (either realty or personalty) other than pursuant to the Contribution Agreement. (xvii) The Borrower shall comply with the requirements of all Applicable Laws, the non-compliance with which would have a Material Adverse Effect with respect to the Borrower. (xviii) The Borrower shall not, directly or indirectly, (A) pay any dividend or make any distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, to any owner of a beneficial interest in the Borrower or otherwise with respect to any ownership or equity interest or security in or of the Borrower, (B) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or security or (C) set aside or otherwise segregate any amounts for any such purpose; provided, however, that the Borrower may make, or cause to be made, distributions to the Lender as permitted by, and to the extent funds are available for such purpose under, this Loan Agreement and the other Transaction Documents. The Borrower shall not, directly or indirectly, make payments to or distributions from the Collection Account or any other Account except in accordance with this Loan Agreement and the other Transaction Documents.

Agreements Not to Institute Bankruptcy Proceedings; Additional Covenants. (a) The Borrower Issuer shall only not voluntarily institute any Proceedings proceedings to adjudicate the Borrower Issuer as bankrupt or insolvent, consent to the institution of bankruptcy or insolvency Proceedings proceedings against the BorrowerIssuer, file a petition seeking or consenting to reorganization or relief under any applicable federal or State state law relating to bankruptcy, consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Borrower Issuer or a substantial part of its property or admit its inability to pay its debts generally as they become due or authorize any of the foregoing to be done or taken on behalf of the Borrower, in accordance with the terms of the Borrower Operating AgreementIssuer. (b) At all times prior So long as any of the Notes are Outstanding, any amount is owed to the Termination DateNote Insurer or any amount is owed to the Swap Counterparty: (i) The Borrower shall Issuer will keep in full effect its existence, rights and franchises as a limited liability company statutory trust under the laws of the State of Delaware and shall obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Loan Agreement, the Loan Note and each asset included in the CollateralDelaware. (ii) The Borrower Issuer shall not consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity unless (A) the entity (if other than the BorrowerIssuer) formed or surviving such consolidation or merger, or that acquires by conveyance or transfer the properties and assets of the Borrower Issuer substantially as an entirety, shall be organized and existing under the laws of the United States of America or any State thereof or the District of Columbia as a special purpose bankruptcy remote entity, and shall expressly assume in form satisfactory to the Note Insurer, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), the Rating Agency Agencies, the Indenture Trustee and, if a Note Insurer Default has occurred and is continuing, the Noteholders constituting Noteholder Approval the obligation to make due and punctual payments of principal of and interest on the Loan Notes then Outstanding and the performance of every covenant on the part of the Borrower Issuer to be performed or observed pursuant to this Loan Agreementthe Indenture, (B) immediately after giving effect to such transaction, no Default or Event of Default under this Loan Agreement Indenture shall have occurred and be continuing, (C) the Borrower Issuer shall have delivered to the Rating AgencyNote Insurer, the Controlling Party Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), the Rating Agencies and the Agent Indenture Trustee an Officer’s Officers' Certificate of the Borrower and an Opinion of Counsel, each stating that such consolidation, merger, conveyance or transfer complies with this Loan Agreement and Indenture, (Dd) the Borrower Issuer shall have obtained prior written confirmation from the Rating Agencies that the ratings on the Class A Notes will not be reduced or withdrawn, (E) the Note Insurer and the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) shall have given its prior written notice of consent, and (F) the entity formed or surviving such consolidation or merger (which may be the Issuer), or that acquires the properties and assets of the Issuer substantially as an entirety, shall be a "Qualifying SPE" under FAS 140 or any successor accounting standard thereto; provided, however, that in no event shall the Issuer consolidate or merge with or into any other entity unless FAS 140 or any successor accounting standard thereto specifically permits a "Qualifying SPE" to have the Rating Agency and the Controlling Partypower to consolidate or merge with or into another entity. (iii) The funds and other assets of the Borrower Issuer shall not be commingled with those of any other Person except to (other than the extent expressly permitted under temporary commingling of payments on the Loan DocumentsReceivables by the Servicer). (iv) The Borrower Issuer shall not be, become or hold itself out as being liable for the debts of any other Person. (v) The Borrower Issuer shall not form, or cause to be formed, any subsidiaries. (vi) The Borrower Issuer shall act solely in its own name and through its Authorized Officers or the duly authorized officers or agents of the Owner Trustee and Administrator in the conduct of its business, and shall conduct its business so as not to mislead others as to the identity of the entity with which they are concerned. The Borrower Issuer shall not have any employees other than the Authorized Officers of the Borroweremployees. (vii) The Borrower Issuer shall maintain its records and books of account and shall not commingle its records and books of account with the records and books of account of any other Person. The books of the Borrower Issuer may be kept (subject to any provision contained in the applicable statutes) inside or outside the State of Delaware at such place or places as may be designated from time to time by the Borrower Operating Trust Agreement. (viii) All actions of the Borrower Issuer shall be taken by an Authorized Officer of the Borrower (Owner Trustee or any Person acting on behalf of the Borrower)Administrator. (ix) The Borrower Issuer shall not amend its certificate of formation amend, alter, change or repeal any provision contained in this Section 3.10(b) without (except as required under Delaware lawA) or the Borrower Operating Agreement, without first giving prior written notice consent of such amendment the Note Insurer, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) and the Indenture Trustee and (B) prior written confirmation from the Rating Agency Agencies (a copy of which shall be provided to the Agent Indenture Trustee and the Controlling Party)Note Insurer) that such amendment, alteration, change or repeal will have no adverse effect on the ratings assigned to the Notes. Notwithstanding the foregoing, the provisions in this Section 3.10(b) shall not be amended, changed, altered or repeated so as to permit the Issuer to change the permitted activities of the Issuer set forth in Section 2.3 of the Trust Agreement in a manner that would cause the Issuer to cease to qualify as a "Qualifying SPE" under FAS 140 or any successor accounting standard thereto. (x) The Borrower Seller shall not amend its Limited Liability Company Agreement and at all times shall have at least two Independent Directors. If an Independent Director resigns, dies or becomes incapacitated, or such position is otherwise vacant, no action requiring the unanimous affirmative vote of the Board of Directors shall be taken until a successor Independent Director is elected and qualified and approves such action. In the event of the death, incapacity, or resignation of an Independent Director, or a vacancy for any other reason, a successor Independent Director shall be appointed by the remaining directors. The Independent Directors, in voting on matters subject to the approval of the Board of Directors, shall at all times take into account the interests of creditors of the Seller and the Issuer. No Independent Director may be removed unless his or her successor is appointed. (xi) The Issuer shall not dissolve or liquidate, in whole or in part, except with the prior written consent of the Note Insurer and with prior written confirmation from the 68 2003-A Indenture Rating Agencies that such dissolution or liquidation will have no adverse effect on the ratings assigned to the Notes. (xii) The Issuer maintains and shall will maintain separate records and books of account from all other Persons and the formalities of the form of its organization. (xixiii) The annual financial statements of SEI the Transferor and its consolidated subsidiaries shall the annual financial statements of the Seller will disclose the effects of the these transactions contemplated by the Loan Documents in accordance with GAAPgenerally accepted accounting principles. Any consolidated financial statements which consolidate the assets and earnings of SEI, Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, the Depositor, the Capital Markets Issuer or the Lender Transferor with those of the Borrower shall Seller will contain a footnote to the effect stating that the assets of the Borrower shall Seller will not be available to creditors of SEI, Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, the Depositor, the Capital Markets Issuer or the Lender or any other Person other than creditors stockholder of the BorrowerTransferor. The financial statements of the Borrower, if any, shall Seller will disclose that the assets of SEI, Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, the Depositor, the Capital Markets Issuer and the Lender Seller are not available to pay creditors of the BorrowerTransferor. (xiixiv) Other than certain Costs of Issuance, certain other costs and expenses related to the issuance of the Loan Notes and amounts set forth in Section 7.07(a) and the payment of the fees and expenses of Wilmington Trust Company pursuant to the Performance Guarantya fee agreement between Wilmington Trust Company, in its individual capacity, and COAF, none of Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdingsthe Transferor, the Depositor, the Capital Markets Issuer Servicer or the Lender Seller shall pay the Borrower’s Issuer's expenses, guarantee the Borrower’s Issuer's obligations or advance funds to the Borrower Issuer for payment of expenses except for costs and expenses for which Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, the Depositor, the Capital Markets Issuer or the Lender is required to make payments, in which case the Borrower shall reimburse such Person for such paymentexpenses. (xiiixv) All business correspondences of the Borrower Issuer are and shall will be conducted in the Borrower’s Issuer's own name. (xivxvi) Other than as contemplated by Neither the Transaction Documents, none of Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, Transferor nor the Depositor, the Capital Markets Issuer or the Lender acts or shall Seller does act nor will act as agent of the Borrower Issuer and the Borrower Issuer does not and shall will not act as agent of Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, the Capital Markets Issuer, the Lender Transferor or the DepositorSeller. (xv) [Reserved]. (xvi) The Borrower shall not make any expenditure (by long-term or operating lease or otherwise) to acquire capital assets (either realty or personalty) other than pursuant to the Contribution Agreement. (xvii) The Borrower shall comply with the requirements of all Applicable Laws, the non-compliance with which would have a Material Adverse Effect with respect to the Borrower. (xviii) The Borrower shall not, directly or indirectly, (A) pay any dividend or make any distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, to any owner of a beneficial interest in the Borrower or otherwise with respect to any ownership or equity interest or security in or of the Borrower, (B) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or security or (C) set aside or otherwise segregate any amounts for any such purpose; provided, however, that the Borrower may make, or cause to be made, distributions to the Lender as permitted by, and to the extent funds are available for such purpose under, this Loan Agreement and the other Transaction Documents. The Borrower shall not, directly or indirectly, make payments to or distributions from the Collection Account or any other Account except in accordance with this Loan Agreement and the other Transaction Documents.

Agreements Not to Institute Bankruptcy Proceedings; Additional Covenants. (a) The Borrower Issuer shall only not, without the unanimous consent of the board of directors of the Depositor (including each of its Independent Directors), voluntarily institute any Proceedings proceedings to adjudicate the Borrower as Issuer a bankrupt or insolvent, consent to the institution of bankruptcy or insolvency Proceedings proceedings against the BorrowerIssuer, file a petition seeking or consenting to reorganization or relief under any applicable federal or State law relating to bankruptcy, consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Borrower Issuer or a substantial part of its property or admit its inability to pay its debts generally as they become due or authorize any of the foregoing to be done or taken on behalf of the Borrower, in accordance with the terms of the Borrower Operating AgreementIssuer. (b) At all times prior to So long as any of the Termination DateNotes are Outstanding: (i) The Borrower shall Issuer will keep in full effect its existence, rights and franchises as a limited liability company statutory trust under the laws of the State of Delaware and shall will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Loan AgreementIndenture, the Loan Note Notes and each asset included in the CollateralTrust Estate. (ii) The Borrower Issuer shall not consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity unless (A) the entity (if other than the BorrowerIssuer) formed or surviving such consolidation or merger, or that acquires by conveyance or transfer the properties and assets of the Borrower Issuer substantially as an entirety, shall be organized and existing under the laws of the United States of America or any State thereof or the District of Columbia as a special purpose bankruptcy remote entity, and shall expressly assume in form satisfactory to the Rating Agency Majority Holders the obligation to make due and punctual payments of principal and interest on the Loan Notes then Outstanding and the performance of every covenant on the part of the Borrower Issuer to be performed or observed pursuant to this Loan Agreementthe Indenture, (B) immediately after giving effect to such transaction, no Default or Event of Default under this Loan Agreement Indenture shall have occurred and be continuing, (C) the Borrower Issuer shall have delivered to the Rating AgencyNoteholders, the Controlling Party Agent and the Agent Indenture Trustee an Officer’s 's Certificate of the Borrower and an Opinion of Counsel, each stating that such consolidation, merger, conveyance or transfer complies with this Loan Agreement Indenture, and (D) the Borrower Majority Holders shall have given their prior written notice of such consolidation or merger to the Rating Agency and the Controlling Partyconsent. (iii) The funds and other assets of the Borrower Issuer shall not be commingled with those of any other Person except to the extent expressly permitted under the Loan Transaction Documents. (iv) The Borrower Issuer shall not be, become or hold itself out as being liable for the debts of any other Person. (v) The Borrower Issuer shall not form, or cause to be formed, any subsidiaries. (vi) The Borrower Issuer shall not change its name and shall act solely in its own name and through its Authorized Officers or duly authorized officers or agents in the conduct of its business, and shall conduct its business so as not to mislead others as to the identity of the entity with which they are concerned. The Borrower Issuer shall not have any employees other than the Authorized Officers of the Borroweremployees. (vii) The Borrower Issuer shall maintain its records and books of account and shall not commingle its records and books of account with the records and books of account of any other Person. The books of the Borrower Issuer may be kept (subject to any provision contained in the applicable statutes) inside or outside the State of Delaware at such place or places as may be designated from time to time by the Borrower Operating Certificate of Trust or Issuer Trust Agreement. (viii) All actions of the Borrower Issuer shall be taken by an Authorized Officer of the Borrower Issuer (or any Person acting on behalf of the BorrowerIssuer). (ix) The Borrower Issuer shall not amend its certificate of formation (except as required under Delaware lawamend, alter, change or repeal any provision contained in this Section 3.10(b) or without the Borrower Operating Agreement, without first giving prior written notice consent of such amendment to the Rating Agency (a copy of which shall be provided to the Agent Majority Holders, in their sole and the Controlling Party)absolute discretion. (x) The Borrower Issuer shall not amend its Certificate of Trust (except as required under the Delaware Statutory Trust Act, 12 Del. C., Section 3801 et seq.) or the Issuer Trust Agreement, without first obtaining the prior written consent of the Majority Holders, in their sole and absolute discretion. (xi) The Issuer shall not dissolve or liquidate, in whole or in part, except with the prior written consent of the Majority Holders, in their sole and absolute discretion. (xii) The Issuer maintains and shall will maintain separate records and books of account from the Depositor and the Contributor and the formalities of the form of its organization. (xixiii) The annual financial statements (if any) of SEI a beneficial owner of the Issuer and its consolidated subsidiaries shall the annual financial statements of the Depositor and the Contributor will disclose the effects of the these transactions contemplated by the Loan Documents in accordance with GAAPgenerally accepted accounting principles. Any consolidated financial statements which consolidate the assets and earnings of SEI, Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, the Depositor, Depositor and the Capital Markets Issuer or the Lender Contributor with those of the Borrower shall Issuer will contain a footnote to the effect stating that the assets of the Borrower shall Issuer will not be available to creditors of SEI, Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, the Contributor or the Depositor, the Capital Markets Issuer or the Lender or any other Person other than creditors of the Borrower. The financial statements of the BorrowerIssuer, if any, shall will disclose that the assets of SEI, Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, the Depositor, the Capital Markets Issuer Depositor and the Lender Contributor are not available to pay creditors of the BorrowerIssuer. (xiixiv) Other than certain costs and expenses related to the issuance of the Loan and pursuant to Notes, neither the Performance Guaranty, none of Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, Depositor nor the Depositor, the Capital Markets Issuer or the Lender Contributor shall pay the Borrower’s Issuer's expenses, guarantee the Borrower’s Issuer's obligations or advance funds to the Borrower Issuer for payment of expenses except for costs and expenses for which Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, either the Depositor, the Capital Markets Issuer Depositor or the Lender Contributor is required to make payments, in which case the Borrower shall Issuer will reimburse such Person for such payment. (xiiixv) All business correspondences of the Borrower Issuer are and shall will be conducted in the Borrower’s Issuer's own name. (xiv) Other than as contemplated by the Transaction Documents, none of Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, the Depositor, the Capital Markets Issuer or the Lender acts or shall act as agent of the Borrower name and the Borrower does not and shall not act as agent of Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, the Capital Markets Issuer, the Lender or the Depositor. (xv) [Reserved]using its own stationary. (xvi) The Borrower Depositor and the Contributor do not act and will not act as agent of the Issuer and the Issuer does not and will not act as agent of the Depositor or the Contributor. (xvii) Except during the Funding Period, the Issuer shall not fund the acquisition of any additional Receivables. (xviii) The Issuer shall not make any expenditure (by long-term or operating lease or otherwise) to acquire for capital assets (either realty or personalty) other than pursuant to the Contribution Agreement). (xviixix) The Borrower Issuer shall comply with the requirements of all Applicable Lawsapplicable laws, the non-compliance with which would have a Material Adverse Effect with respect would, individually or in the aggregate, materially and adversely affect the ability of the Issuer to perform its obligations under the BorrowerNotes, this Indenture or any other Transaction Document. (xviiixx) The Borrower Issuer shall not, directly or indirectly, (Ai) pay any dividend or make any distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, to the Owner Trustee or any owner of a beneficial interest in the Borrower Issuer or otherwise with respect to any ownership or equity interest or security in or of the BorrowerIssuer or to the Servicer or the Backup Servicer, (Bii) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or security or (Ciii) set aside or otherwise segregate any amounts for any such purpose; provided, however, that the Borrower Issuer may make, or cause to be made, distributions to the Lender Servicer, the Backup Servicer, the Owner Trustee and the Indenture Trustee as permitted by, and to the extent funds are available for such purpose under, this Loan the Sale and Servicing Agreement and the other Transaction DocumentsIssuer Trust Agreement. The Borrower shall Issuer will not, directly or indirectly, make payments to or distributions from the Collection Account or any other Account except in accordance with this Loan Agreement Indenture and the other Transaction Documents.

Agreements Not to Institute Bankruptcy Proceedings; Additional Covenants. (a) The Borrower Issuer shall only not, without the unanimous consent of the board of directors of the Depositor (including each of its Independent Directors), voluntarily institute any Proceedings proceedings to adjudicate the Borrower as Issuer a bankrupt or insolvent, consent to the institution of bankruptcy or insolvency Proceedings proceedings against the BorrowerIssuer, file a petition seeking or consenting to reorganization or relief under any applicable federal or State law relating to bankruptcy, consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Borrower Issuer or a substantial part of its property or admit its inability to pay its debts generally as they become due or authorize any of the foregoing to be done or taken on behalf of the Borrower, in accordance with the terms of the Borrower Operating AgreementIssuer. (b) At all times prior to So long as any of the Termination DateNotes are Outstanding: (i) The Borrower shall Issuer will keep in full effect its existence, rights and franchises as a limited liability company statutory trust under the laws of the State of Delaware and shall will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Loan AgreementIndenture, the Loan Note Notes and each asset included in the CollateralTrust Estate. (ii) The Borrower Issuer shall not consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity unless (A) the entity (if other than the BorrowerIssuer) formed or surviving such consolidation or merger, or that acquires by conveyance or transfer the properties and assets of the Borrower Issuer substantially as an entirety, shall be organized and existing under the laws of the United States of America or any State thereof or the District of Columbia as a special purpose bankruptcy remote entity, and shall expressly assume in form satisfactory to the Rating Agency Majority Holders the obligation to make due and punctual payments of principal and interest on the Loan Notes then Outstanding and the performance of every covenant on the part of the Borrower Issuer to be performed or observed pursuant to this Loan Agreementthe Indenture, (B) immediately after giving effect to such transaction, no Default or Event of Default under this Loan Agreement Indenture shall have occurred and be continuing, (C) the Borrower Issuer shall have delivered to the Rating AgencyNoteholders, the Controlling Party Agent and the Agent Indenture Trustee an Officer’s Certificate of the Borrower and an Opinion of Counsel, each stating that such consolidation, merger, conveyance or transfer complies with this Loan Agreement Indenture, and (D) the Borrower Majority Holders shall have given their prior written notice of such consolidation or merger to the Rating Agency and the Controlling Partyconsent. (iii) The funds and other assets of the Borrower Issuer shall not be commingled with those of any other Person except to the extent expressly permitted under the Loan Transaction Documents. (iv) The Borrower Issuer shall not be, become or hold itself out as being liable for the debts of any other Person. (v) The Borrower Issuer shall not form, or cause to be formed, any subsidiaries. (vi) The Borrower Issuer shall not change its name and shall act solely in its own name and through its Authorized Officers or duly authorized officers or agents in the conduct of its business, and shall conduct its business so as not to mislead others as to the identity of the entity with which they are concerned. The Borrower Issuer shall not have any employees other than the Authorized Officers of the Borroweremployees. (vii) The Borrower Issuer shall maintain its records and books of account and shall not commingle its records and books of account with the records and books of account of any other Person. The books of the Borrower Issuer may be kept (subject to any provision contained in the applicable statutes) inside or outside the State of Delaware at such place or places as may be designated from time to time by the Borrower Operating Certificate of Trust or Issuer Trust Agreement. (viii) All actions of the Borrower Issuer shall be taken by an Authorized Officer of the Borrower Issuer (or any Person acting on behalf of the BorrowerIssuer). (ix) The Borrower Issuer shall not amend its certificate of formation (except as required under Delaware lawamend, alter, change or repeal any provision contained in this Section 3.10(b) or without the Borrower Operating Agreement, without first giving prior written notice consent of such amendment to the Rating Agency (a copy of which shall be provided to the Agent Majority Holders, in their sole and the Controlling Party)absolute discretion. (x) The Borrower Issuer shall not amend its Certificate of Trust (except as required under the Delaware Statutory Trust Act, 12 Del. C., §3801 et seq.) or the Issuer Trust Agreement, without first obtaining the prior written consent of the Majority Holders, in their sole and absolute discretion. (xi) The Issuer shall not dissolve or liquidate, in whole or in part, except with the prior written consent of the Majority Holders, in their sole and absolute discretion. (xii) The Issuer maintains and shall will maintain separate records and books of account from the Depositor and the Contributor and the formalities of the form of its organization. (xixiii) The annual financial statements (if any) of SEI a beneficial owner of the Issuer and its consolidated subsidiaries shall the annual financial statements of the Depositor and the Contributor will disclose the effects of the these transactions contemplated by the Loan Documents in accordance with GAAPgenerally accepted accounting principles. Any consolidated financial statements which consolidate the assets and earnings of SEI, Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, the Depositor, Depositor and the Capital Markets Issuer or the Lender Contributor with those of the Borrower shall Issuer will contain a footnote to the effect stating that the assets of the Borrower shall Issuer will not be available to creditors of SEI, Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, the Contributor or the Depositor, the Capital Markets Issuer or the Lender or any other Person other than creditors of the Borrower. The financial statements of the BorrowerIssuer, if any, shall will disclose that the assets of SEI, Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, the Depositor, the Capital Markets Issuer Depositor and the Lender Contributor are not available to pay creditors of the BorrowerIssuer. (xiixiv) Other than certain costs and expenses related to the issuance of the Loan and pursuant to Notes, neither the Performance Guaranty, none of Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, Depositor nor the Depositor, the Capital Markets Issuer or the Lender Contributor shall pay the BorrowerIssuer’s expenses, guarantee the BorrowerIssuer’s obligations or advance funds to the Borrower Issuer for payment of expenses except for costs and expenses for which Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, either the Depositor, the Capital Markets Issuer Depositor or the Lender Contributor is required to make payments, in which case the Borrower shall Issuer will reimburse such Person for such payment. (xiiixv) All business correspondences of the Borrower Issuer are and shall will be conducted in the BorrowerIssuer’s own name. (xiv) Other than as contemplated by the Transaction Documents, none of Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, the Depositor, the Capital Markets Issuer or the Lender acts or shall act as agent of the Borrower name and the Borrower does not and shall not act as agent of Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, the Capital Markets Issuer, the Lender or the Depositor. (xv) [Reserved]using its own stationary. (xvi) The Borrower Depositor and the Contributor do not act and will not act as agent of the Issuer and the Issuer does not and will not act as agent of the Depositor or the Contributor. (xvii) Except during the Funding Period, the Issuer shall not fund the acquisition of any additional Receivables. (xviii) The Issuer shall not make any expenditure (by long-term or operating lease or otherwise) to acquire for capital assets (either realty or personalty) other than pursuant to the Contribution Agreement). (xviixix) The Borrower Issuer shall comply with the requirements of all Applicable Lawsapplicable laws, the non-compliance with which would have a Material Adverse Effect with respect would, individually or in the aggregate, materially and adversely affect the ability of the Issuer to perform its obligations under the BorrowerNotes, this Indenture or any other Transaction Document. (xviiixx) The Borrower Issuer shall not, directly or indirectly, (Ai) pay any dividend or make any distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, to the Owner Trustee or any owner of a beneficial interest in the Borrower Issuer or otherwise with respect to any ownership or equity interest or security in or of the BorrowerIssuer or to the Servicer or the Backup Servicer, (Bii) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or security or (Ciii) set aside or otherwise segregate any amounts for any such purpose; provided, however, that the Borrower Issuer may (A) make, or cause to be made, distributions to the Lender Servicer, the Backup Servicer, the Owner Trustee and the Indenture Trustee as permitted by, and to the extent funds are available for such purpose under, this Loan the Sale and Servicing Agreement and the other Transaction DocumentsIssuer Trust Agreement and (B) pay any amounts received by it pursuant to clause (xx) of Section 5.03(b) hereof as dividends to the “Certificateholder” under the Issuer Trust Agreement. The Borrower shall Issuer will not, directly or indirectly, make payments to or distributions from the Collection Account or any other Account except in accordance with this Loan Agreement Indenture and the other Transaction Documents.

Agreements Not to Institute Bankruptcy Proceedings; Additional Covenants. (a) The Borrower Issuer shall only voluntarily institute any Proceedings to adjudicate the Borrower Issuer as bankrupt or insolvent, consent to the institution of bankruptcy or insolvency Proceedings proceedings against the BorrowerIssuer ("Insolvency Proceedings"), file a petition seeking or consenting to reorganization or relief under any applicable federal or State law relating to bankruptcy, consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Borrower Issuer or a substantial part of its property or admit its inability to pay its debts generally as they become due or authorize any of the foregoing to be done or taken on behalf of the BorrowerIssuer, in accordance with the terms of the Borrower Issuer Operating Agreement. (b) At all times prior to So long as any of the Termination DateNotes are Outstanding: (i) The Borrower shall Issuer will keep in full effect its existence, rights and franchises as a limited liability company under the laws of the State of Delaware and shall will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Loan AgreementIndenture, the Loan Note Notes and each asset included in the CollateralTrust Estate. (ii) The Borrower Issuer shall not consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity unless (A) the entity (if other than the BorrowerIssuer) formed or surviving such consolidation or merger, or that acquires by conveyance or transfer the properties and assets of the Borrower Issuer substantially KL2 3395391.6 as an entirety, shall be organized and existing under the laws of the United States of America or any State thereof as a special purpose bankruptcy remote entity, and shall expressly assume in form satisfactory to the Rating Agency the obligation to make due and punctual payments of principal and interest on the Loan Notes then Outstanding and the performance of every covenant on the part of the Borrower Issuer to be performed or observed pursuant to this Loan AgreementIndenture, (B) immediately after giving effect to such transaction, no Default or Event of Default under this Loan Agreement Indenture shall have occurred and be continuing, (C) the Borrower Issuer shall have delivered to the Rating Agency, the Controlling Party Agency and the Agent Indenture Trustee an Officer’s 's Certificate of the Borrower Issuer and an Opinion of Counsel, each stating that such consolidation, merger, conveyance or transfer complies with this Loan Agreement Indenture and (D) the Borrower Issuer shall have given prior written notice of such consolidation or merger to the Rating Agency and the Controlling PartyAgency. (iii) The funds and other assets of the Borrower Issuer shall not be commingled with those of any other Person except to the extent expressly permitted under the Loan Transaction Documents. (iv) The Borrower Issuer shall not be, become or hold itself out as being liable for the debts of any other Person. (v) The Borrower Issuer shall not form, or cause to be formed, any subsidiaries. (vi) The Borrower Issuer shall act solely in its own name and through its Authorized Officers or duly authorized agents in the conduct of its business, and shall conduct its business so as not to mislead others as to the identity of the entity with which they are concerned. The Borrower Issuer shall not have any employees other than the Authorized Officers of the BorrowerIssuer. (vii) The Borrower Issuer shall maintain its records and books of account and shall not commingle its records and books of account with the records and books of account of any other Person. The books of the Borrower Issuer may be kept (subject to any provision contained in the applicable statutes) inside or outside the State of Delaware at such place or places as may be designated from time to time by the Borrower Issuer Operating Agreement. (viii) All actions of the Borrower Issuer shall be taken by an Authorized Officer of the Borrower Issuer (or any Person acting on behalf of the BorrowerIssuer). (ix) The Borrower Issuer shall not amend its certificate of formation (except as required under Delaware law) or the Borrower Issuer Operating Agreement, without first giving prior written notice of such amendment to the Rating Agency (a copy of which shall be provided to the Agent and the Controlling PartyIndenture Trustee). (x) The Borrower Issuer maintains and shall will maintain the formalities of the form of its organization. (xi) The annual financial statements of SEI and its consolidated subsidiaries shall will disclose the effects of the transactions contemplated by the Loan Transaction Documents in KL2 3395391.6 accordance with GAAP. Any consolidated financial statements which consolidate the assets and earnings of SEI, Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, the Depositor, the Capital Markets Issuer ABS Holdings XIV or the Lender Depositor with those of the Borrower shall Issuer will contain a footnote to the effect that the assets of the Borrower shall Issuer will not be available to creditors of SEI, Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, the Depositor, the Capital Markets Issuer ABS Holdings XIV or the Lender Depositor or any other Person other than creditors of the BorrowerIssuer. The financial statements of the BorrowerIssuer, if any, shall will disclose that the assets of SEI, Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, the Depositor, the Capital Markets Issuer ABS Holdings XIV and the Lender Depositor are not available to pay creditors of the BorrowerIssuer. (xii) Other than certain costs and expenses related to the issuance of the Loan Notes and pursuant to the Performance Guaranty, none of Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, the Depositor, the Capital Markets Issuer ABS Holdings XIV or the Lender Depositor shall pay the Borrower’s Issuer's expenses, guarantee the Borrower’s Issuer's obligations or advance funds to the Borrower Issuer for payment of expenses except for costs and expenses for which Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, the Depositor, the Capital Markets Issuer ABS Holdings XIV or the Lender Depositor is required to make payments, in which case the Borrower shall Issuer will reimburse such Person for such payment. (xiii) All business correspondences of the Borrower Issuer are and shall will be conducted in the Borrower’s Issuer's own name. (xiv) Other than as contemplated by the Transaction Documents, none of Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, the Depositor, the Capital Markets Issuer ABS Holdings XIV or the Lender Depositor acts or shall will act as agent of the Borrower Issuer and the Borrower Issuer does not and shall will not act as agent of Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, the Capital Markets Issuer, the Lender ABS Holdings XIV or the Depositor. (xv) [Reserved]. (xvi) The Borrower Issuer shall not make any expenditure (by long-term or operating lease or otherwise) to acquire capital assets (either realty or personalty) other than pursuant to the Contribution Agreement. (xvii) The Borrower Issuer shall comply with the requirements of all Applicable Laws, the non-compliance with which would have a Material Adverse Effect with respect to the BorrowerIssuer. (xviii) The Borrower Issuer shall not, directly or indirectly, (A) pay any dividend or make any distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, to any owner of a beneficial interest in the Borrower Issuer or otherwise with respect to any ownership or equity interest or security in or of the BorrowerIssuer, (B) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or security or (C) set aside or otherwise segregate any amounts for any such purpose; provided, however, that the Borrower Issuer may make, or cause to be made, distributions to the Lender Depositor as permitted by, and to the extent funds are available for such purpose under, this Loan Agreement Indenture and the other Transaction Documents. The Borrower shall Issuer will not, directly or indirectly, KL2 3395391.6 make payments to or distributions from the Collection Account or any other Account except in accordance with this Loan Agreement Indenture and the other Transaction Documents.

Agreements Not to Institute Bankruptcy Proceedings; Additional Covenants. (a) The Borrower Issuer shall only voluntarily institute any Proceedings to adjudicate the Borrower Issuer as bankrupt or insolvent, consent to the institution of bankruptcy or insolvency Proceedings against the BorrowerIssuer, file a petition seeking or consenting to reorganization or relief under any applicable federal or State law relating to bankruptcy, consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Borrower Issuer or a substantial part of its property or admit its inability to pay its debts generally as they become due or authorize any of the foregoing to be done or taken on behalf of the BorrowerIssuer, in accordance with the terms of the Borrower Issuer Operating Agreement. (b) At all times prior to So long as any of the Termination DateNotes are Outstanding: (i) The Borrower shall Issuer will keep in full effect its existence, rights and franchises as a limited liability company under the laws of the State of Delaware and shall will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Loan AgreementIndenture, the Loan Note Notes and each asset included in the CollateralTrust Estate. (ii) The Borrower Issuer shall not consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity unless (A) the entity (if other than the BorrowerIssuer) formed or surviving such consolidation or merger, or that acquires by conveyance or transfer the properties and assets of the Borrower Issuer substantially as an entirety, shall be organized and existing under the laws of the United States of America or any State thereof as a special purpose bankruptcy remote entity, and shall expressly assume in form satisfactory to the Rating Agency the obligation to make due and punctual payments of principal and interest on the Loan Notes then Outstanding and the performance of every covenant on the part of the Borrower Issuer to be performed or observed pursuant to this Loan AgreementIndenture, (B) immediately after giving effect to such transaction, no Default or Event of Default under this Loan Agreement Indenture shall have occurred and be continuing, (C) the Borrower Issuer shall have delivered to the Rating Agency, the Controlling Party Agency and the Agent Indenture Trustee an Officer’s 's Certificate of the Borrower Issuer and an Opinion of Counsel, each stating that such consolidation, merger, conveyance or transfer complies with this Loan Agreement Indenture and (D) the Borrower Issuer shall have given prior written notice of such consolidation or merger to the Rating Agency and the Controlling PartyAgency. (iii) The funds and other assets of the Borrower Issuer shall not be commingled with those of any other Person except to the extent expressly permitted under the Loan Transaction Documents. (iv) The Borrower Issuer shall not be, become or hold itself out as being liable for the debts of any other Person. (v) The Borrower Issuer shall not form, or cause to be formed, any subsidiaries. (vi) The Borrower Issuer shall act solely in its own name and through its Authorized Officers or duly authorized agents in the conduct of its business, and shall conduct its business so as not to mislead others as to the identity of the entity with which they are concerned. The Borrower Issuer shall not have any employees other than the Authorized Officers of the BorrowerIssuer. (vii) The Borrower Issuer shall maintain its records and books of account and shall not commingle its records and books of account with the records and books of account of any other Person. The books of the Borrower Issuer may be kept (subject to any provision contained in the applicable statutes) inside or outside the State of Delaware at such place or places as may be designated from time to time by the Borrower Issuer Operating Agreement. (viii) All actions of the Borrower Issuer shall be taken by an Authorized Officer of the Borrower Issuer (or any Person acting on behalf of the BorrowerIssuer). (ix) The Borrower Issuer shall not amend its certificate of formation (except as required under Delaware law) or the Borrower Issuer Operating Agreement, without first giving prior written notice of such amendment to the Rating Agency (a copy of which shall be provided to the Agent and the Controlling PartyIndenture Trustee). (x) The Borrower Issuer maintains and shall will maintain the formalities of the form of its organization. (xi) The annual financial statements of SEI and its consolidated subsidiaries shall will disclose the effects of the transactions contemplated by the Loan Transaction Documents in accordance with GAAP. Any consolidated financial statements which consolidate the assets and earnings of SEI, Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, the Depositor, the Capital Markets Issuer ABS Holdings VI or the Lender Depositor with those of the Borrower shall Issuer will contain a footnote to the effect that the assets of the Borrower shall Issuer will not be available to creditors of SEI, Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, the Depositor, the Capital Markets Issuer ABS Holdings VI or the Lender Depositor or any other Person other than creditors of the BorrowerIssuer. The financial statements of the BorrowerIssuer, if any, shall will disclose that the assets of SEI, Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, the Depositor, the Capital Markets Issuer ABS Holdings VI and the Lender Depositor are not available to pay creditors of the BorrowerIssuer. (xii) Other than certain costs and expenses related to the issuance of the Loan Notes and pursuant to the Performance Guaranty, none of Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, the Depositor, the Capital Markets Issuer ABS Holdings VI or the Lender Depositor shall pay the Borrower’s Issuer's expenses, guarantee the Borrower’s Issuer's obligations or advance funds to the Borrower Issuer for payment of expenses except for costs and expenses for which Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, the Depositor, the Capital Markets Issuer ABS Holdings VI or the Lender Depositor is required to make payments, in which case the Borrower shall Issuer will reimburse such Person for such payment. (xiii) All business correspondences of the Borrower Issuer are and shall will be conducted in the Borrower’s Issuer's own name. (xiv) Other than as contemplated by the Transaction Documents, none of Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, the Depositor, the Capital Markets Issuer ABS Holdings VI or the Lender Depositor acts or shall will act as agent of the Borrower Issuer and the Borrower Issuer does not and shall will not act as agent of Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, the Capital Markets Issuer, the Lender ABS Holdings VI or the Depositor. (xv) [Reserved]. (xvi) The Borrower Issuer shall not make any expenditure (by long-term or operating lease or otherwise) to acquire capital assets (either realty or personalty) other than pursuant to the Contribution Agreement. (xvii) The Borrower Issuer shall comply with the requirements of all Applicable Laws, the non-compliance with which would have a Material Adverse Effect with respect to the BorrowerIssuer. (xviii) The Borrower Issuer shall not, directly or indirectly, (A) pay any dividend or make any distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, to any owner of a beneficial interest in the Borrower Issuer or otherwise with respect to any ownership or equity interest or security in or of the BorrowerIssuer, (B) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or security or (C) set aside or otherwise segregate any amounts for any such purpose; provided, however, that the Borrower Issuer may make, or cause to be made, distributions to the Lender Depositor as permitted by, and to the extent funds are available for such purpose under, this Loan Agreement Indenture and the other Transaction Documents. The Borrower shall Issuer will not, directly or indirectly, make payments to or distributions from the Collection Account or any other Account except in accordance with this Loan Agreement Indenture and the other Transaction Documents.

Agreements Not to Institute Bankruptcy Proceedings; Additional Covenants. (a) The Borrower Issuer shall only not, without the unanimous consent of the board of directors of the Depositor (including each of its Independent Directors), voluntarily institute any Proceedings proceedings to adjudicate the Borrower as Issuer a bankrupt or insolvent, consent to the institution of bankruptcy or insolvency Proceedings proceedings against the BorrowerIssuer, file a petition seeking or consenting to reorganization or relief under any applicable federal or State law relating to bankruptcy, consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Borrower Issuer or a substantial part of its property or admit its inability to pay its debts generally as they become due or authorize any of the foregoing to be done or taken on behalf of the Borrower, in accordance with the terms of the Borrower Operating AgreementIssuer. (b) At all times prior to So long as any of the Termination DateNotes are Outstanding: (i) The Borrower shall Issuer will keep in full effect its existence, rights and franchises as a limited liability company statutory trust under the laws of the State of Delaware and shall will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Loan AgreementIndenture, the Loan Note Notes and each asset included in the CollateralTrust Estate. (ii) The Borrower Issuer shall not consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity unless (A) the entity (if other than the BorrowerIssuer) formed or surviving such consolidation or merger, or that acquires by conveyance or transfer the properties and assets of the Borrower Issuer substantially as an entirety, shall be organized and existing under the laws of the United States of America or any State thereof or the District of Columbia as a special purpose bankruptcy remote entity, and shall expressly assume in form satisfactory to the Rating Agency Majority Holders the obligation to make due and punctual payments of principal and interest on the Loan Notes then Outstanding and the performance of every covenant on the part of the Borrower Issuer to be performed or observed pursuant to this Loan Agreementthe Indenture, (B) immediately after giving effect to such transaction, no Default or Event of Default under this Loan Agreement Indenture shall have occurred and be continuing, (C) the Borrower Issuer shall have delivered to the Rating AgencyNoteholders, the Controlling Party Agent and the Agent Indenture Trustee an Officer’s Certificate of the Borrower and an Opinion of Counsel, each stating that such consolidation, merger, conveyance or transfer complies with this Loan Agreement Indenture, and (D) the Borrower Majority Holders shall have given their prior written notice of such consolidation or merger to the Rating Agency and the Controlling Partyconsent. (iii) The funds and other assets of the Borrower Issuer shall not be commingled with those of any other Person except to the extent expressly permitted under the Loan Transaction Documents. (iv) The Borrower Issuer shall not be, become or hold itself out as being liable for the debts of any other Person. (v) The Borrower Issuer shall not form, or cause to be formed, any subsidiaries. (vi) The Borrower Issuer shall not change its name and shall act solely in its own name and through its Authorized Officers or duly authorized officers or agents in the conduct of its business, and shall conduct its business so as not to mislead others as to the identity of the entity with which they are concerned. The Borrower Issuer shall not have any employees other than the Authorized Officers of the Borroweremployees. (vii) The Borrower Issuer shall maintain its records and books of account and shall not commingle its records and books of account with the records and books of account of any other Person. The books of the Borrower Issuer may be kept (subject to any provision contained in the applicable statutes) inside or outside the State of Delaware at such place or places as may be designated from time to time by the Borrower Operating Certificate of Trust or Issuer Trust Agreement. (viii) All actions of the Borrower Issuer shall be taken by an Authorized Officer of the Borrower Issuer (or any Person acting on behalf of the BorrowerIssuer). (ix) The Borrower Issuer shall not amend its certificate of formation (except as required under Delaware lawamend, alter, change or repeal any provision contained in this Section 3.10(b) or without the Borrower Operating Agreement, without first giving prior written notice consent of such amendment to the Rating Agency (a copy of which shall be provided to the Agent Majority Holders, in their sole and the Controlling Party)absolute discretion. (x) The Borrower Issuer shall not amend its Certificate of Trust (except as required under the Delaware Statutory Trust Act, 12 Del. C., §3801 et seq.) or the Issuer Trust Agreement, without first obtaining the prior written consent of the Majority Holders, in their sole and absolute discretion. (xi) The Issuer shall not dissolve or liquidate, in whole or in part, except with the prior written consent of the Majority Holders, in their sole and absolute discretion. (xii) The Issuer maintains and shall will maintain separate records and books of account from the Depositor and the Contributor and the formalities of the form of its organization. (xixiii) The annual financial statements (if any) of SEI a beneficial owner of the Issuer and its consolidated subsidiaries shall the annual financial statements of the Depositor and the Contributor will disclose the effects of the these transactions contemplated by the Loan Documents in accordance with GAAPgenerally accepted accounting principles. Any consolidated financial statements which consolidate the assets and earnings of SEI, Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, the Depositor, Depositor and the Capital Markets Issuer or the Lender Contributor with those of the Borrower shall Issuer will contain a footnote to the effect stating that the assets of the Borrower shall Issuer will not be available to creditors of SEI, Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, the Contributor or the Depositor, the Capital Markets Issuer or the Lender or any other Person other than creditors of the Borrower. The financial statements of the BorrowerIssuer, if any, shall will disclose that the assets of SEI, Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, the Depositor, the Capital Markets Issuer Depositor and the Lender Contributor are not available to pay creditors of the BorrowerIssuer. (xiixiv) Other than certain costs and expenses related to the issuance of the Loan and pursuant to Notes, neither the Performance Guaranty, none of Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, Depositor nor the Depositor, the Capital Markets Issuer or the Lender Contributor shall pay the BorrowerIssuer’s expenses, guarantee the BorrowerIssuer’s obligations or advance funds to the Borrower Issuer for payment of expenses except for costs and expenses for which Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, either the Depositor, the Capital Markets Issuer Depositor or the Lender Contributor is required to make payments, in which case the Borrower shall Issuer will reimburse such Person for such payment. (xiiixv) All business correspondences of the Borrower Issuer are and shall will be conducted in the BorrowerIssuer’s own name. (xiv) Other than as contemplated by the Transaction Documents, none of Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, the Depositor, the Capital Markets Issuer or the Lender acts or shall act as agent of the Borrower name and the Borrower does not and shall not act as agent of Sunnova Energy, Sunnova Intermediate Holdings, Sunnova Hestia Holdings, the Capital Markets Issuer, the Lender or the Depositor. (xv) [Reserved]using its own stationary. (xvi) The Borrower Depositor and the Contributor do not act and will not act as agent of the Issuer and the Issuer does not and will not act as agent of the Depositor or the Contributor. (xvii) Except during the Funding Period, the Issuer shall not fund the acquisition of any additional Receivables. (xviii) The Issuer shall not make any expenditure (by long-term or operating lease or otherwise) to acquire for capital assets (either realty or personalty) other than pursuant to the Contribution Agreement). (xviixix) The Borrower Issuer shall comply with the requirements of all Applicable Lawsapplicable laws, the non-compliance with which would have a Material Adverse Effect with respect would, individually or in the aggregate, materially and adversely affect the ability of the Issuer to perform its obligations under the BorrowerNotes, this Indenture or any other Transaction Document. (xviiixx) The Borrower Issuer shall not, directly or indirectly, (Ai) pay any dividend or make any distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, to the Owner Trustee or any owner of a beneficial interest in the Borrower Issuer or otherwise with respect to any ownership or equity interest or security in or of the BorrowerIssuer or to the Servicer or the Backup Servicer, (Bii) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or security or (Ciii) set aside or otherwise segregate any amounts for any such purpose; provided, however, that the Borrower Issuer may make, or cause to be made, distributions to the Lender Servicer, the Backup Servicer, the Owner Trustee and the Indenture Trustee as permitted by, and to the extent funds are available for such purpose under, this Loan the Sale and Servicing Agreement and the other Transaction DocumentsIssuer Trust Agreement. The Borrower shall Issuer will not, directly or indirectly, make payments to or distributions from the Collection Account or any other Account except in accordance with this Loan Agreement Indenture and the other Transaction Documents.