Common use of AMENDMENT WITH JOINDER EFFECTS Clause in Contracts

AMENDMENT WITH JOINDER EFFECTS. (a) In connection with this Amendment and (x) SMBC becoming a Committed Lender on the date hereof, (y) SMBC Funding Agent becoming a Funding Agent on the date hereof and (z) MAFC becoming a Conduit Lender on the date hereof, the parties hereto acknowledge, agree and consent as follows: (i) by executing this Amendment, the Borrower, SMBC (in its capacity as a Committed Lender), SMBC Funding Agent (in its capacity as a Funding Agent), MAFC (in its capacity as a Conduit Lender) and the Agent hereby agree that this Amendment is being delivered in lieu of a Joinder Agreement in the form attached to the Credit Agreement as Exhibit G (the “Form of Joinder Agreement”) and such parties intend to be bound to the same extent as if such a Joinder Agreement had been executed and delivered on the date hereof, with the information required to be included on Schedule I and Schedule II to such Joinder Agreement being set forth on Schedule I and Schedule II to this Amendment; (ii) each of the Borrower, the Servicer, the Manager, the Paying Agent, MAFC, SMBC and the SMBC Funding Agent hereby agrees that this Amendment shall constitute and have the same effects as the receipt of the Joinder Effective Notice pursuant to the Form of Joinder Agreement, and (iii) from and after the date hereof, (I) SMBC (which such date shall constitute the Joinder Effective Date under the Form of Joinder Agreement) shall be a Committed Lender party to the Credit Agreement for all purposes thereof having an initial Lender Group Percentage and Commitment, if applicable, as set forth in Schedule II hereto, (II) SMBC Funding Agent (which such date shall constitute the Joinder Effective Date under the Form of Joinder Agreement) shall be the Funding Agent for the SMBC Lender Group, and (III) MAFC (which such date shall constitute the Joinder Effective Date under the Form of Joinder Agreement) shall be a Conduit Lender in the SMBC Lender Group and party to the Credit Agreement for all purposes thereof. (b) By executing and delivering this Amendment, each of SMBC, SMBC Funding Agent and MAFC confirms to and agrees with the Agent and each other Lender as follows: (i) neither the Agent nor any other Lender makes any representation or warranty or assumes any responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement (other than representations or warranties made by such respective parties) or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document furnished pursuant thereto, or with respect to the financial condition of the Parent, the Manager, the Servicer, the Seller, or the Borrower (collectively, the “Sunnova Entities” and each, a “Sunnova Entity”), or the performance or observance by any Sunnova Entity of any of their respective obligations under the Credit Agreement or any other instrument or document furnished pursuant hereto; (ii) each of SMBC, SMBC Funding Agent and MAFC confirms that it has received a copy of such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (iii) each of SMBC, SMBC Funding Agent and MAFC will, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iv) each of SMBC, SMBC Funding Agent and MAFC hereby agrees to appoint and authorize the Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, all in accordance with Article VIII of the Credit Agreement; (v) each of SMBC and MAFC hereby agrees to appoint and authorize the SMBC Funding Agent to take such action as funding agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Funding Agent by the terms thereof, together with such powers as are reasonably incidental thereto, all in accordance with Article VII of the Credit Agreement; and (vi) each of SMBC and MAFC hereby agrees (for the benefit of the other parties to the Credit Agreement) that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.

AMENDMENT WITH JOINDER EFFECTS. (a) In connection with this Amendment and (x) SMBC ING becoming a Committed Lender on the date hereof, hereof and (y) SMBC ING Funding Agent becoming a Funding Agent on the date hereof and (z) MAFC becoming a Conduit Lender on the date hereof, the parties hereto acknowledge, agree and consent as follows: (i) by executing this Amendment, the Borrower, SMBC ING (in its capacity as a Committed Lender), SMBC ING Funding Agent (in its capacity as a Funding Agent), MAFC (in its capacity as a Conduit Lender) and the Administrative Agent hereby agree that this Amendment is being delivered in lieu of a Joinder Agreement in the form attached to the Credit Agreement as Exhibit G (the “Form of Joinder Agreement”) and such parties intend to be bound to the same extent as if such a Joinder Agreement had been executed and delivered on the date hereof, with the information required to be included on Schedule I and Schedule II to such Joinder Agreement being set forth on Schedule I and Schedule II to this Amendment; (ii) each of the Borrower, the Servicer, the Manager, the Paying Agent, MAFC, SMBC ING and the SMBC ING Funding Agent hereby agrees that this Amendment shall constitute and have the same effects as the receipt of the Joinder Effective Notice pursuant to the Form of Joinder Agreement, and (iii) from and after the date hereof, (I) SMBC ING (which such date shall constitute the Joinder Effective Date under the Form of Joinder Agreement) shall be a Committed Lender party to the Credit Agreement for all purposes thereof having an initial Lender Group Percentage and Commitment, if applicable, as set forth in Schedule II hereto, and (II) SMBC ING Funding Agent (which such date shall constitute the Joinder Effective Date under the Form of Joinder Agreement) shall be the Funding Agent for the SMBC Lender Group, and (III) MAFC (which such date shall constitute the Joinder Effective Date under the Form of Joinder Agreement) shall be a Conduit Lender in the SMBC ING Lender Group and party to the Credit Agreement for all purposes thereof. (b) By executing and delivering this Amendment, each of SMBC, SMBC ING and ING Funding Agent and MAFC confirms to and agrees with the Administrative Agent and each other Lender as follows: (i) neither the Administrative Agent nor any other Lender makes any representation or warranty or assumes any responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement (other than representations or warranties made by such respective parties) or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document furnished pursuant thereto, or with respect to the financial condition of the Parent, the Manager, the Servicer, the Seller, or the Borrower (collectively, the “Sunnova Entities” and each, a “Sunnova Entity”), or the performance or observance by any Sunnova Entity of any of their respective obligations under the Credit Agreement or any other instrument or document furnished pursuant hereto; (ii) each of SMBC, SMBC ING and ING Funding Agent and MAFC confirms that it has received a copy of such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (iii) each of SMBC, SMBC ING and ING Funding Agent and MAFC will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iv) each of SMBCING, SMBC and ING Funding Agent and MAFC hereby xxxxxx agrees to appoint and authorize the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, all in accordance with Article VIII of the Credit Agreement; (v) each of SMBC and MAFC ING hereby agrees to appoint and authorize the SMBC ING Funding Agent to take such action as funding agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Funding Agent by the terms thereof, together with such powers as are reasonably incidental thereto, all in accordance with Article VII of the Credit Agreement; and (vi) each of SMBC and MAFC ING hereby agrees (for the benefit of the other parties to the Credit Agreement) that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.

AMENDMENT WITH JOINDER EFFECTS. (a) In connection with this Amendment and (x) SMBC Zions becoming a Committed Lender on the date hereof, (y) SMBC Funding Agent becoming and a Funding Agent on the date hereof and (z) MAFC becoming a Conduit Lender on the date hereof, the parties hereto acknowledge, agree and consent as follows: (i) by executing this Amendment, the Borrower, SMBC Zions (in its capacity capacities as a Committed Lender), SMBC Funding Agent (in its capacity Lender and as a Funding Agent), MAFC (in its capacity as a Conduit Lender) and the Agent hereby agree that this Amendment is being delivered in lieu of a Joinder Agreement in the form attached to the Credit Agreement as Exhibit G (the “Form of Joinder Agreement”) and such parties intend to be bound to the same extent as if such a Joinder Agreement had been executed and delivered on the date hereof, with the information required to be included on Schedule I and Schedule II to such Joinder Agreement being set forth on Schedule I and Schedule II to this Amendment; (ii) each of the Borrower, the Servicer, the Manager, the Paying Agent, MAFC, SMBC Zions and the SMBC Zions Funding Agent hereby agrees that this Amendment shall constitute and have the same effects as the receipt of the Joinder Effective Notice pursuant to the Form of Joinder Agreement, and (iii) from and after the date hereof, (I) SMBC Zions (which such date shall constitute the Joinder Effective Date under the Form of Joinder Agreement) shall be (a) a Committed Lender party to the Credit Agreement for all purposes thereof having an initial Lender Group Percentage and Commitment, if applicable, as set forth in Schedule II hereto, hereto and (IIb) SMBC Funding Agent (which such date shall constitute the Joinder Effective Date under the Form of Joinder Agreement) shall be the Funding Agent for the SMBC Zions Lender Group, and (III) MAFC (which such date shall constitute the Joinder Effective Date under the Form of Joinder Agreement) shall be a Conduit Lender in the SMBC Lender Group and party to the Credit Agreement for all purposes thereof. (b) By executing and delivering this Amendment, each of SMBC, SMBC Funding Agent and MAFC Zions confirms to and agrees with the Agent and each other Lender as follows: (i) neither the Agent nor any other Lender makes any representation or warranty or assumes any responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement (other than representations or warranties made by such respective parties) or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document furnished pursuant thereto, or with respect to the financial condition of the Parent, the Manager, the Servicer, the Seller, or the Borrower (collectively, the “Sunnova Entities” and each, a “Sunnova Entity”), or the performance or observance by any Sunnova Entity of any of their respective obligations under the Credit Agreement or any other instrument or document furnished pursuant hereto; (ii) each of SMBC, SMBC Funding Agent and MAFC Zions confirms that it has received a copy of such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (iii) each of SMBC, SMBC Funding Agent and MAFC Zions will, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iv) each of SMBC, SMBC Funding Agent and MAFC Zions hereby agrees to appoint and authorize the Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, all in accordance with Article VIII of the Credit Agreement; (v) each of SMBC and MAFC Zions hereby agrees to appoint and authorize the SMBC Zions Funding Agent to take such action as funding agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Funding Agent by the terms thereof, together with such powers as are reasonably incidental thereto, all in accordance with Article VII of the Credit Agreement; and (vi) each of SMBC and MAFC Zions hereby agrees (for the benefit of the other parties to the Credit Agreement) that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed.

AMENDMENT WITH JOINDER EFFECTS. (a) In connection with this Amendment and (x) SMBC Royal Bank of Canada becoming a Committed Lender on the date hereof, hereof and (y) SMBC Royal Bank of Canada Funding Agent becoming a Funding Agent on the date hereof and (z) MAFC becoming a Conduit Lender on the date hereof, the parties hereto acknowledge, agree and consent as follows: (i) by executing this Amendment, the Borrower, SMBC Royal Bank of Canada (in its capacity as a Committed Lender), SMBC Royal Bank of Canada Funding Agent (in its capacity as a Funding Agent), MAFC (in its capacity as a Conduit Lender) and the Administrative Agent hereby agree that this Amendment is being delivered in lieu of a Joinder Agreement in the form attached to the Credit Agreement as Exhibit G (the “Form of Joinder Agreement”) and such parties intend to be bound to the same extent as if such a Joinder Agreement had been executed and delivered on the date hereof, with the information required to be included on Schedule I and Schedule II to such Joinder Agreement being set forth on Schedule I and Schedule II to this Amendment; (ii) each of the Borrower, the Servicer, the Manager, the Paying Agent, MAFC, SMBC Royal Bank of Canada and the SMBC Royal Bank of Canada Funding Agent hereby agrees that this Amendment shall constitute and have the same effects as the receipt of the a Joinder Effective Notice pursuant to the Form of Joinder Agreement, and (iii) from and after the date hereof, (I) SMBC Royal Bank of Canada (which such date shall constitute the Joinder Effective Date under the Form of Joinder Agreement) shall be a Committed Lender party to the Credit Agreement for all purposes thereof having an initial Lender Group Percentage and Commitment, if applicable, as set forth in Schedule II hereto, hereto and (II) SMBC Royal Bank of Canada Funding Agent (which such date shall constitute the Joinder Effective Date under the Form of Joinder Agreement) shall be the Funding Agent for the SMBC Royal Bank of Canada Lender Group, and (III) MAFC (which such date shall constitute the Joinder Effective Date under the Form of Joinder Agreement) shall be a Conduit Lender in the SMBC Lender Group and party to the Credit Agreement for all purposes thereof. (b) By executing and delivering this Amendment, each of SMBC, SMBC Royal Bank of Canada and Royal Bank of Canada Funding Agent and MAFC confirms to and agrees with the Administrative Agent and each other Lender as follows: (i) neither the Administrative Agent nor any other Lender makes any representation or warranty or assumes any responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement (other than representations or warranties made by such respective parties) or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document furnished pursuant thereto, or with respect to the financial condition of the Parent, the Manager, the Servicer, the Seller, or the Borrower (collectively, the “Sunnova Entities” and each, a “Sunnova Entity”), or the performance or observance by any Sunnova Entity of any of their respective obligations under the Credit Agreement or any other instrument or document furnished pursuant heretothereto; (ii) each of SMBC, SMBC Royal Bank of Canada and Royal Bank of Canada Funding Agent and MAFC confirms that it has received a copy of such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (iii) each of SMBC, SMBC Royal Bank of Canada and Royal Bank of Canada Funding Agent and MAFC will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iv) each of SMBC, SMBC Royal Bank of Canada and Royal Bank of Canada Funding Agent and MAFC hereby agrees to appoint and authorize the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, all in accordance with Article VIII of the Credit Agreement; (v) each Royal Bank of SMBC and MAFC Canada hereby agrees to appoint and authorize the SMBC Royal Bank of Canada Funding Agent to take such action as funding agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Funding Agent by the terms thereof, together with such powers as are reasonably incidental thereto, all in accordance with Article VII of the Credit Agreement; and (vi) each Royal Bank of SMBC and MAFC Canada hereby agrees (for the benefit of the other parties to the Credit Agreement) that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.

AMENDMENT WITH JOINDER EFFECTS. (a) In connection with this Amendment and (x) SMBC EWB becoming a Committed Lender on the date hereof, (y) SMBC Funding Agent becoming and a Funding Agent on the date hereof and (z) MAFC becoming a Conduit Lender on the date hereof, the parties hereto acknowledge, agree and consent as follows: (i) by executing this Amendment, the Borrower, SMBC EWB (in its capacity capacities as a Committed Lender), SMBC Funding Agent (in its capacity Lender and as a Funding Agent), MAFC (in its capacity as a Conduit Lender) and the Agent hereby agree that this Amendment is being delivered in lieu of a Joinder Agreement in the form attached to the Credit Agreement as Exhibit G (the “Form of Joinder Agreement”) and such parties intend to be bound to the same extent as if such a Joinder Agreement had been executed and delivered on the date hereof, with the information required to be included on Schedule I and Schedule II to such Joinder Agreement being set forth on Schedule I and Schedule II to this Amendment; (ii) each of the Borrower, the Servicer, the Manager, the Paying Agent, MAFC, SMBC EWB and the SMBC EWB Funding Agent hereby agrees that this Amendment shall constitute and have the same effects as the receipt of the Joinder Effective Notice pursuant to the Form of Joinder Agreement, and (iii) from and after the date hereof, (I) SMBC EWB (which such date shall constitute the Joinder Effective Date under the Form of Joinder Agreement) shall be (a) a Committed Lender party to the Credit Agreement for all purposes thereof having an initial Lender Group Percentage and Commitment, if applicable, as set forth in Schedule II hereto, hereto and (IIb) SMBC Funding Agent (which such date shall constitute the Joinder Effective Date under the Form of Joinder Agreement) shall be the Funding Agent for the SMBC EWB Lender Group, . [***] = Certain information has been excluded from this exhibit because it is both not material and (III) MAFC (which such date shall constitute the Joinder Effective Date under the Form of Joinder Agreement) shall be a Conduit Lender in the SMBC Lender Group and party would likely cause competitive harm to the Credit Agreement for all purposes thereofcompany if publicly disclosed. (b) By executing and delivering this Amendment, each of SMBC, SMBC Funding Agent and MAFC EWB confirms to and agrees with the Agent and each other Lender as follows: : (i) neither the Agent nor any other Lender makes any representation or warranty or assumes any responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement (other than representations or warranties made by such respective parties) or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document furnished pursuant thereto, or with respect to the financial condition of the Parent, the Manager, the Servicer, the Seller, or the Borrower (collectively, the “Sunnova Entities” and each, a “Sunnova Entity”), or the performance or observance by any Sunnova Entity of any of their respective obligations under the Credit Agreement or any other instrument or document furnished pursuant hereto; (ii) each of SMBC, SMBC Funding Agent and MAFC EWB confirms that it has received a copy of such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (iii) each of SMBC, SMBC Funding Agent and MAFC EWB will, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iv) each of SMBC, SMBC Funding Agent and MAFC EWB hereby agrees to appoint and authorize the Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, all in accordance with Article VIII of the Credit Agreement; (v) each of SMBC and MAFC EWB hereby agrees to appoint and authorize the SMBC EWB Funding Agent to take such action as funding agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Funding Agent by the terms thereof, together with such powers as are reasonably incidental thereto, all in accordance with Article VII of the Credit Agreement; and (vi) each of SMBC and MAFC EWB hereby agrees (for the benefit of the other parties to the Credit Agreement) that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.

AMENDMENT WITH JOINDER EFFECTS. (a) In connection with this Amendment By executing and (x) SMBC becoming delivering a Committed Lender on the date hereof, (y) SMBC Funding Agent becoming a Funding Agent on the date hereof and (z) MAFC becoming a Conduit Lender on the date hereof, the parties hereto acknowledge, agree and consent as follows: (i) by executing counterparty to this Amendment, the Borrower, SMBC (in its capacity as a Committed Lender), SMBC Funding Agent (in its capacity as a Funding Agent), MAFC (in its capacity as a Conduit Lender) and the Agent hereby agree that this Amendment is being delivered in lieu of a Joinder Agreement in the form attached FBPR agrees to become party to the Credit Agreement as Exhibit G (the “Form of Joinder Agreement”) a Funding Agent, as a Lender and such parties intend to be bound to the same extent as if such a Joinder Agreement had been executed and delivered on the date hereof, Committed Lender with the information required to be included on Schedule I and Schedule II to such Joinder Agreement being its Commitment set forth on Schedule I and Schedule II Exhibit D to this Amendment; (ii) each the Credit Agreement attached hereto as Exhibit A. As of the BorrowerFifth Amendment Effective Date, the ServicerFBPR, the Manageras a Lender and as a Committed Lender, the Paying Agent, MAFC, SMBC shall join in and the SMBC Funding Agent hereby agrees that this Amendment shall constitute and have the same effects as the receipt of the Joinder Effective Notice pursuant to the Form of Joinder Agreement, and (iii) from and after the date hereof, (I) SMBC (which such date shall constitute the Joinder Effective Date under the Form of Joinder Agreement) shall be a Committed Lender party to the Credit Agreement for all purposes thereof having an initial Lender Group Percentage Agreement, shall have the rights and Commitment, if applicable, as set forth in Schedule II hereto, (II) SMBC Funding Agent (which such date shall constitute the Joinder Effective Date obligations specified under the Form of Joinder Agreement) shall be the Funding Agent for the SMBC Lender Group, and (III) MAFC (which such date shall constitute the Joinder Effective Date under the Form of Joinder Agreement) shall be a Conduit Lender in the SMBC Lender Group and party to the Credit Agreement for all purposes thereofand shall be bound by the Credit Agreement as a “Lender” and as a “Committed Lender” to the extent indicated therein. Each reference in the Credit Agreement or any other Transaction Document to a “Lender” or a “Committed Lender” shall (unless otherwise specified) include a reference to FBPR in such capacity. (b) By executing and delivering this Amendment, each of SMBC, SMBC Funding Agent and MAFC FBPR confirms to and agrees with the Agent and each other Lender parties hereto as follows: (i) neither the Agent nor any other Lender makes any representation or warranty or assumes any responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement (this Amendment or any other than representations or warranties made by such respective parties) Transaction Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement this Amendment or any other Transaction Document or any other instrument or document furnished pursuant hereto or thereto, ; (ii) neither the Agent nor any other Lender makes any representation or warranty or assumes any responsibility with respect to the financial condition of the Parent, the Manager, the Servicer, the Seller, or the Borrower (collectively, the “Sunnova Entities” and each, a “Sunnova Entity”), or the performance or observance by any Sunnova Entity the Borrower of any of their respective obligations its Obligations under the Credit Agreement or any other Transaction Document or instrument or document furnished pursuant hereto; (iiiii) each of SMBC, SMBC Funding Agent and MAFC FBPR confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements of the Borrower, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (iiiiv) each of SMBC, SMBC Funding Agent and MAFC FBPR will, independently and without reliance upon the Agent or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (ivv) each of SMBC, SMBC Funding Agent FBPR appoints and MAFC hereby agrees to appoint and authorize authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Transaction Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, all in accordance with Article VIII of the Credit Agreement; (v) each of SMBC and MAFC hereby agrees to appoint and authorize the SMBC Funding Agent to take such action as funding agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Funding Agent by the terms thereof, together with such powers as are reasonably incidental thereto, all in accordance with Article VII of the Credit Agreement; and (vi) each of SMBC and MAFC hereby FBPR agrees (for the benefit of the other parties to the Credit Agreement) that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender or as a Committed Lender. (c) As of the Fifth Amendment Date, certain information with respect to FBPR is set forth on Schedule I hereto.

AMENDMENT WITH JOINDER EFFECTS. (a) In connection with this Amendment and (x) SMBC RBC becoming a Committed Lender on the date hereof, (y) SMBC RBC Funding Agent becoming a Funding Agent on the date hereof and (z) MAFC TBF becoming a Conduit Lender on the date hereof, the parties hereto acknowledge, agree and consent as follows: (i) by executing this Amendment, the Borrower, SMBC RBC (in its capacity as a Committed Lender), SMBC RBC Funding Agent (in its capacity as a Funding Agent), MAFC TBF (in its capacity as a Conduit Lender) and the Agent hereby agree that this Amendment is being delivered in lieu of a Joinder Agreement in the form attached to the Credit Agreement as Exhibit G (the “Form of Joinder Agreement”) and such parties intend to be bound to the same extent as if such a Joinder Agreement had been executed and delivered on the date hereof, with the information required to be included on Schedule I and Schedule II to such Joinder Agreement being set forth on Schedule I and Schedule II to this Amendment; (ii) each of the Borrower, the Servicer, the Manager, the Paying Agent, MAFCTBF, SMBC RBC and the SMBC RBC Funding Agent hereby agrees that this Amendment shall constitute and have the same effects as the receipt of the Joinder Effective Notice pursuant to the Form of Joinder Agreement, and (iii) from and after the date hereof, (I) SMBC RBC (which such date shall constitute the Joinder Effective Date under the Form of Joinder Agreement) shall be a Committed Lender party to the Credit Agreement for all purposes thereof having an initial Lender Group Percentage and Commitment, if applicable, as set forth in Schedule II hereto, (II) SMBC RBC Funding Agent (which such date shall constitute the Joinder Effective Date under the Form of Joinder Agreement) shall be the Funding Agent for the SMBC RBC Lender Group, and (III) MAFC TBF (which such date shall constitute the Joinder Effective Date under the Form of Joinder Agreement) shall be a Conduit Lender in the SMBC RBC Lender Group and party to the Credit Agreement for all purposes thereof. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. (b) By executing and delivering this Amendment, each of SMBCRBC, SMBC RBC Funding Agent and MAFC TBF confirms to and agrees with the Agent and each other Lender as follows: : (i) neither the Agent nor any other Lender makes any representation or warranty or assumes any responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement (other than representations or warranties made by such respective parties) or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document furnished pursuant thereto, or with respect to the financial condition of the Parent, the Manager, the Servicer, the Seller, or the Borrower (collectively, the “Sunnova Entities” and each, a “Sunnova Entity”), or the performance or observance by any Sunnova Entity of any of their respective obligations under the Credit Agreement or any other instrument or document furnished pursuant hereto; (ii) each of SMBCRBC, SMBC RBC Funding Agent and MAFC TBF confirms that it has received a copy of such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (iii) each of SMBCRBC, SMBC RBC Funding Agent and MAFC TBF will, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iv) each of SMBCRBC, SMBC RBC Funding Agent and MAFC TBF hereby agrees to appoint and authorize the Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, all in accordance with Article VIII of the Credit Agreement; (v) each of SMBC RBC and MAFC TBF hereby agrees to appoint and authorize the SMBC RBC Funding Agent to take such action as funding agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Funding Agent by the terms thereof, together with such powers as are reasonably incidental thereto, all in accordance with Article VII of the Credit Agreement; and (vi) each of SMBC RBC and MAFC TBF hereby agrees (for the benefit of the other parties to the Credit Agreement) that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.