Common use of Transaction Documents; Further Assurances Clause in Contracts

Transaction Documents; Further Assurances. (A) Each Committed Lender and each Funding Agent authorizes the Administrative Agent to enter into each of the Transaction Documents to which it is a party and each Lender and each Funding Agent authorizes the Administrative Agent to take all action contemplated by such documents in its capacity as Administrative Agent. Each Lender and each Funding Agent agrees that no Lender and no Funding Agent, respectively, shall have the right individually to seek to realize upon the security granted by any Transaction Document or to enforce rights and remedies hereunder and under the other Transaction Documents, it being understood and agreed that the authority to enforce rights and remedies hereunder shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent for the benefit of the Lenders, the Funding Agents and each Hedge Counterparty upon the terms of the Transaction Documents (including Section 6.2) provided that the foregoing shall not prohibit: (i) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Transaction Documents; (ii) any Lender from exercising setoff rights in accordance with Section 10.7 (subject to the terms thereof); or (iii) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to the Borrower under any Debtor Relief Law; provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Transaction Documents, then (x) the Majority Lenders shall have the rights otherwise provided to the Administrative Agent pursuant to Section 6.2 and (y) in addition to the matters set forth in clauses (ii) and (iii) of the preceding proviso and subject to Section 10.7, any Lender may, with the consent of the Majority Lenders, enforce any rights or remedies available to it and as authorized by the Majority Lenders. (B) Each of the Borrower and the Parent agrees to take commercially reasonable action, including but not limited to responding to, and making personnel available for, due diligence inquiries and furnishing such documents and data as the Administrative Agent or any Funding Agent may reasonably request, in connection with the obtaining any rating by any rating agency with respect to their Advances, provided that none of the Borrower or any of its affiliates shall be required to engage any rating agency in connection with the Advances or incur any out-of-pocket expenses with respect to any rating agency rating the Advances. Any such rating shall not be a condition precedent to closing the credit facility or the making of the Advances as set forth in this Agreement, nor shall any rating process or requests or any subsequent downgrade of any rating received impact the Borrower’s availability under the credit facility set forth in this Agreement. For the avoidance of doubt, any such rating shall not be a condition precedent to any Advance or to the exercise of any rights of the Borrower Sunnova Management or the Seller under this Agreement. Any costs of fees associated with the rating of the Advances shall be borne by the Funding Agent and the Lenders.

Transaction Documents; Further Assurances. (A) Each Committed Lender and Non-Conduit Lender, each Funding Agent and each Hedge Counterparty authorizes the Administrative Agent to enter into each of the Transaction Documents to which it is a party and each Lender and Lender, each Funding Agent and each Hedge Counterparty authorizes the Administrative Agent to take all action contemplated by such documents in its capacity as Administrative Agent. Each Lender and Lender, each Funding Agent and each Hedge Counterparty agrees that no Lender Lender, no Funding Agent and no Funding AgentHedge Counterparty, respectively, shall have the right individually to seek to realize upon the security granted by any Transaction Document or to enforce rights and remedies hereunder and under the other Transaction Documents, it being understood and agreed that the authority to enforce rights and remedies hereunder shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent for the benefit of the Lenders, the Funding Agents and each the Hedge Counterparty Counterparties upon the terms of the Transaction Documents (including Section 6.2) ), provided that the foregoing shall not prohibit: (i) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Transaction Documents; (ii) any Lender from exercising setoff rights in accordance with Section 10.7 (subject to the terms thereof); or (iii) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to the Borrower under any Debtor Relief Law; provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Transaction Documents, then (x) the Majority Lenders shall have the rights otherwise provided to the Administrative Agent pursuant to Section 6.2 and (y) in addition to the matters set forth in clauses (ii) and (iii) of the preceding proviso and subject to Section 10.7, any Lender may, with the consent of the Majority Lenders, enforce any rights or remedies available to it and as authorized by the Majority Lenders. (B) Each of the Borrower and the Parent agrees to take commercially reasonable action, including but not limited to responding to, and making personnel available for, due diligence inquiries and furnishing such documents and data as the Administrative Agent or any Any Funding Agent may reasonably request(in their sole discretion and expense), in connection with the obtaining at any rating time, have their Advances rated by any rating agency with respect to their AdvancesXxxxx’x, provided that none of the Borrower S&P, DBRS, Inc., A.M. Best or any of its affiliates shall be required to engage any rating agency in connection with the Advances or incur any out-of-pocket expenses with respect to any rating agency rating the Advances. Xxxxx Bond Rating Agency, Inc. Any such rating shall not be a condition precedent to closing the credit facility or the making of the Advances as set forth in this Agreement. The Borrower, nor Sunnova Management, and the Parent shall any rating process or requests or any subsequent downgrade of any rating received impact the Borrower’s availability under the credit facility set forth in this Agreementprovide reasonable assistance to obtain such rating. For the avoidance of doubt, any such rating shall not be a condition precedent to any Advance or to the exercise of any rights of the Borrower or Sunnova Management or the Seller under this Agreement. Any costs of or fees associated with the rating of the Advances shall be borne by the Funding Agent and the Lenders. (C) Each Lender, by funding an Advance, shall be deemed to have acknowledged receipt of, and consented to and approved, each Transaction Document and each other document required to be approved by the Administrative Agent, any Funding Agent, any Lender or any Hedge Counterparty, as applicable, on the Original Closing Date or any Funding Date.

Transaction Documents; Further Assurances. (A) Each Committed Lender and Non-Conduit Lender, each Funding Agent and each Qualifying Hedge Counterparty authorizes the Administrative Agent to enter into each of the Transaction Documents to which it is a party and [***] = 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. each Lender and Lender, each Funding Agent and each Qualifying Hedge Counterparty authorizes the Administrative Agent to take all action contemplated by such documents in its capacity as Administrative Agent. Each Lender and Lender, each Funding Agent and each Qualifying Hedge Counterparty agrees that no Lender Lender, no Funding Agent and no Funding AgentQualifying Hedge Counterparty, respectively, shall have the right individually to seek to realize upon the security granted by any Transaction Document or to enforce rights and remedies hereunder and under the other Transaction DocumentsDocument, it being understood and agreed that the authority to enforce such rights and remedies hereunder shall may be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, exercised solely by the Administrative Agent for the benefit of the Lenders, the Funding Agents and each Qualifying Hedge Counterparty upon the terms of the Transaction Documents (including Section 6.2) provided that the foregoing shall not prohibit: (i) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Transaction Documents; (ii) any Lender from exercising setoff rights in accordance with Section 10.7 (subject to the terms thereof); or (iii) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to the Borrower under any Debtor Relief Law; provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Transaction Documents, then (x) the Majority Lenders shall have the rights otherwise provided to the Administrative Agent pursuant to Section 6.2 and (y) in addition to the matters set forth in clauses (ii) and (iii) of the preceding proviso and subject to Section 10.7, any Lender may, with the consent of the Majority Lenders, enforce any rights or remedies available to it and as authorized by the Majority Lenders. (B) Each of the Borrower and the Parent agrees to take commercially reasonable action, including but not limited to responding to, and making personnel available for, due diligence inquiries and furnishing such documents and data as the Administrative Agent or any Any Funding Agent may reasonably request(in their sole discretion and expense), in connection with the obtaining at any rating time, have their Advances rated by any rating agency with respect to their AdvancesXxxxx’x, provided that none of the Borrower S&P, DBRS, Inc., A.M. Best or any of its affiliates shall be required to engage any rating agency in connection with the Advances or incur any out-of-pocket expenses with respect to any rating agency rating the Advances. Xxxxx Bond Rating Agency, Inc. Any such rating shall not be a condition precedent to closing the credit facility or the making of the Advances as set forth in this Agreement. The Borrower, nor Sunnova Management, and the Parent shall any rating process or requests or any subsequent downgrade of any rating received impact the Borrower’s availability under the credit facility set forth in this Agreementprovide reasonable assistance to obtain such rating. For the avoidance of doubt, any such rating shall not be a condition precedent to any Advance or to the exercise of any rights of the Borrower or Sunnova Management or the Seller under this Agreement. Any costs of or fees associated with the rating of the Advances shall be borne by the Funding Agent and the Lenders. (C) Each Lender, by funding an Advance, shall be deemed to have acknowledged receipt of, and consented to and approved, each Transaction Document and each other document required to be approved by the Administrative Agent, any Funding Agent, any Lender or any Qualified Hedge Counterparty, as applicable, on the Original Closing Date or any Funding Date.

Transaction Documents; Further Assurances. (A) Each Committed Lender and each Funding Agent authorizes the Administrative Agent to enter into each of the Transaction Documents to which it is a party and each Lender and each Funding Agent authorizes the Administrative Agent to take all action contemplated by such documents in its capacity as Administrative Agent. Each Lender and each Funding Agent agrees that no Lender and no Funding Agent, respectively, shall have the right individually to seek to realize upon the security granted by any Transaction Document or to enforce rights and remedies hereunder and under the other Transaction Documents, it being understood and agreed that the authority to enforce rights and remedies hereunder shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent for the benefit of the Lenders, the Funding Agents and each Hedge Counterparty upon the terms of the Transaction Documents (including Section 6.2) provided that the foregoing shall not prohibit: (i) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Transaction Documents; (ii) any Lender from exercising setoff rights in accordance with Section 10.7 (subject to the terms thereof); oror 109090915.7 -59- (iii) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to the Borrower under any Debtor Relief Law; provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Transaction Documents, then (x) the Majority Lenders shall have the rights otherwise provided to the Administrative Agent pursuant to Section 6.2 and (y) in addition to the matters set forth in clauses (ii) and (iii) of the preceding proviso and subject to Section 10.7, any Lender may, with the consent of the Majority Lenders, enforce any rights or remedies available to it and as authorized by the Majority Lenders. . ▪ (B) Each of the Borrower and the Parent agrees to take commercially reasonable action, including but not limited to responding to, and making personnel available for, due diligence inquiries and furnishing such documents and data as the Administrative Agent or any Funding Agent may reasonably request, in connection with the obtaining any rating by any rating agency with respect to their Advances, provided that none of the Borrower or any of its affiliates shall be required to engage any rating agency in connection with the Advances or incur any out-of-pocket expenses with respect to any rating agency rating the Advances. Any such rating shall not be a condition precedent to closing the credit facility or the making of the Advances as set forth in this Agreement, nor shall any rating process or requests or any subsequent downgrade of any rating received impact the Borrower’s availability under the credit facility set forth in this Agreement. For the avoidance of doubt, any such rating shall not be a condition precedent to any Advance or to the exercise of any rights of the Borrower Sunnova Management or the Seller under this Agreement. Any costs of fees associated with the rating of the Advances shall be borne by the Funding Agent and the Lenders.

Transaction Documents; Further Assurances. (A) Each Committed Lender and Non-Conduit Lender, each Funding Agent and each Hedge Counterparty authorizes the Administrative Agent to enter into each of the Transaction Documents to which it is a party and each Lender and Lender, each Funding Agent and each Hedge Counterparty authorizes the Administrative Agent to take all action contemplated by such documents in its capacity as Administrative Agent. Each Lender and Lender, each Funding Agent and each Hedge Counterparty agrees that no Lender Lender, no Funding Agent and no Funding AgentHedge Counterparty, respectively, shall have the right individually to seek to realize upon the security granted by any Transaction Document or to enforce rights and remedies hereunder and under the other Transaction Documents, it being understood and agreed that the authority to enforce rights and remedies hereunder shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent for the benefit of the Lenders, the Funding Agents and each the Hedge Counterparty Counterparties upon the terms of the Transaction Documents (including Section 6.2) ), provided that the foregoing shall not prohibit: (i) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Transaction Documents; (ii) any Lender from exercising setoff rights in accordance with Section 10.7 (subject to the terms thereof); or (iii) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to the Borrower under any Debtor Relief Law; provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Transaction Documents, then (x) the Majority Lenders shall have the rights otherwise provided to the Administrative Agent pursuant to Section 6.2 and (y) in addition to the matters set forth in clauses (ii) and (iii) of the preceding proviso and subject to Section 10.7, any Lender may, with the consent of the Majority Lenders, enforce any rights or remedies available to it and as authorized by the Majority Lenders. (B) Each of the Borrower and the Parent agrees to take commercially reasonable action, including but not limited to responding to, and making personnel available for, due diligence inquiries and furnishing such documents and data as the Administrative Agent or any Any Funding Agent may reasonably request(in their sole discretion and expense), in connection with the obtaining at any rating time, have their Advances rated by any rating agency with respect to their AdvancesMoody’s, provided that none of the Borrower S&P, DBRS, Inc., A.M. Best or any of its affiliates shall be required to engage any rating agency in connection with the Advances or incur any out-of-pocket expenses with respect to any rating agency rating the Advances. Xxxxx Bond Rating Agency, Inc. Any such rating shall not be a condition precedent to closing the credit facility or the making of the Advances as set forth in this Agreement. The Borrower, nor Sunnova Management, and the Parent shall any rating process or requests or any subsequent downgrade of any rating received impact the Borrower’s availability under the credit facility set forth in this Agreementprovide reasonable assistance to obtain such rating. For the avoidance of doubt, any such rating shall not be a condition precedent to any Advance or to the exercise of any rights of the Borrower or Sunnova Management or the Seller under this Agreement. Any costs of or fees associated with the rating of the Advances shall be borne by the Funding Agent and the Lenders. (C) Each Lender, by funding an Advance, shall be deemed to have acknowledged receipt of, and consented to and approved, each Transaction Document and each other document required to be approved by the Administrative Agent, any Funding Agent, any Lender or any Hedge Counterparty, as applicable, on the Original Closing Date or any Funding Date.

Transaction Documents; Further Assurances. (A) Each Committed Lender and Non-Conduit Lender, each Funding Agent and each Qualifying Hedge Counterparty authorizes the Administrative Agent to enter into each of the Transaction Documents to which it is a party and each Lender and Lender, each Funding Agent and each Qualifying Hedge Counterparty authorizes the Administrative Agent to take all action contemplated by such documents in its capacity as Administrative Agent. Each Lender and Lender, each Funding Agent and each Qualifying Hedge Counterparty agrees that no Lender Lender, no Funding Agent and no Funding AgentQualifying Hedge Counterparty, respectively, shall have the right individually to seek to realize upon the security granted by any Transaction Document or to enforce rights and remedies hereunder and under the other Transaction DocumentsDocument, it being understood and agreed that the authority to enforce such rights and remedies hereunder shall may be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, exercised solely by the Administrative Agent for the benefit of the Lenders, the Funding Agents and each Qualifying Hedge Counterparty upon the terms of the Transaction Documents (including Section 6.2) provided that the foregoing shall not prohibit: (i) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Transaction Documents; (ii) any Lender from exercising setoff rights in accordance with Section 10.7 (subject to the terms thereof); or (iii) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to the Borrower under any Debtor Relief Law; provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Transaction Documents, then (x) the Majority Lenders shall have the rights otherwise provided to the Administrative Agent pursuant to Section 6.2 and (y) in addition to the matters set forth in clauses (ii) and (iii) of the preceding proviso and subject to Section 10.7, any Lender may, with the consent of the Majority Lenders, enforce any rights or remedies available to it and as authorized by the Majority Lenders. (BA) Each of the Borrower and the Parent agrees to take commercially reasonable action, including but not limited to responding to, and making personnel available for, due diligence inquiries and furnishing such documents and data as the Administrative Agent or any Any Funding Agent may reasonably request(in their sole discretion and expense), in connection with the obtaining at any rating time, have their Advances rated by any rating agency with respect to their AdvancesMoody’s, provided that none of the Borrower S&P, DBRS, Inc., A.M. Best or any of its affiliates shall be required to engage any rating agency in connection with the Advances or incur any out-of-pocket expenses with respect to any rating agency rating the Advances. Xxxxx Bond Rating Agency, Inc. Any such rating shall not be a condition precedent to closing the credit facility or the making of the Advances as set forth in this Agreement. The Borrower, nor Sunnova Management, and the Parent shall any rating process or requests or any subsequent downgrade of any rating received impact the Borrower’s availability under the credit facility set forth in this Agreementprovide reasonable assistance to obtain such rating. For the avoidance of doubt, any such rating shall not be a condition precedent to any Advance or to the exercise of any rights of the Borrower or Sunnova Management or the Seller under this Agreement. Any costs of or fees associated with the rating of the Advances shall be borne by the Funding Agent and the Lenders. (B) Each Lender, by funding an Advance, shall be deemed to have acknowledged receipt of, and consented to and approved, each Transaction Document and each other document required to be approved by the Administrative Agent, any [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. Funding Agent, any Lender or any Qualified Hedge Counterparty, as applicable, on the Original Closing Date or any Funding Date.

Transaction Documents; Further Assurances. (A) Each Committed Lender and each Funding Agent and each Hedge Counterparty authorizes the Administrative Agent to enter into each of the Transaction Documents to which it is a party and each Lender and each Funding Agent and each Hedge Counterparty authorizes the Administrative Agent to take all action contemplated by such documents in its capacity as Administrative Agent. Each Lender and each Funding Agent and each Hedge Counterparty agrees that no Lender and no Funding AgentAgent and no Hedge Counterparty, respectively, shall have the right individually to seek to realize upon the security granted by any Transaction Document or to enforce rights and remedies hereunder and under the other Transaction Documents, it being understood and agreed that the authority to enforce rights and remedies hereunder shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent for the benefit of the Lenders, the Funding Agents and each Secured Hedge Counterparty upon the terms of the Transaction Documents (including Section 6.2) provided that the foregoing shall not prohibit: (i) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Transaction Documents; (ii) any Lender from exercising setoff rights in accordance with Section 10.7 (subject to the terms thereof); or (iii) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to the Borrower under any Debtor Relief Law; provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Transaction Documents, then (x) the Majority Lenders shall have the rights otherwise provided to the Administrative Agent pursuant to Section 6.2 and (y) in addition to the matters set forth in clauses (ii) and (iii) of the preceding proviso and subject to Section 10.7, any Lender may, with the consent of the Majority Lenders, enforce any rights or remedies available to it and as authorized by the Majority Lenders. (B) Each of the Borrower and the Parent agrees to take commercially reasonable action, including but not limited to responding to, and making personnel available for, due diligence inquiries and furnishing such documents and data as the Administrative Agent or any Any Funding Agent may reasonably request(in their sole discretion and expense), in connection with the obtaining at any rating time, have their Advances rated by any rating agency with respect to their AdvancesXxxxx’x, provided that none of the Borrower S&P, DBRS, Inc. or any of its affiliates shall be required to engage any rating agency in connection with the Advances or incur any out-of-pocket expenses with respect to any rating agency rating the Advances. Xxxxx Bond Rating Agency, Inc. Any such rating shall not be a condition precedent to closing the credit facility or the making of the Advances as set forth in this Agreement, nor shall any rating process or requests or any subsequent downgrade of any rating received impact the Borrower’s availability under the credit facility set forth in this Agreement. The Borrower, Sunnova Management and the Seller shall use commercially reasonable efforts to provide reasonable assistance to obtain such rating and the Borrower shall be responsible for any reasonable fees and reasonable and documented out-of-pocket costs required to be paid in connection with obtaining and maintaining such rating. For the avoidance of doubt, any such rating shall not be a condition precedent to any Advance or to the exercise of any rights of the Borrower Borrower, Sunnova Management or the Seller under this Agreement. Any costs of fees associated with the rating of the Advances shall be borne by the Funding Agent and the Lenders.

Transaction Documents; Further Assurances. (A) Each Committed Lender and Non-Conduit Lender, each Funding Agent and each Qualifying Hedge Counterparty authorizes the Administrative Agent to enter into each of the Transaction Documents to which it is a party and each Lender and Lender, each Funding Agent and each Qualifying Hedge Counterparty authorizes the Administrative Agent to take all action contemplated by such documents in its capacity as Administrative Agent. Each Lender and Lender, each Funding Agent and each Qualifying Hedge Counterparty agrees that no Lender Lender, no Funding Agent and no Funding AgentQualifying Hedge Counterparty, respectively, shall have the right individually to seek to realize upon the security granted by any Transaction Document or to enforce rights and remedies hereunder and under the other Transaction DocumentsDocument, it being understood and agreed that the authority to enforce such rights and remedies hereunder shall may be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, exercised solely by the Administrative Agent for the benefit of the Lenders, the Funding Agents and each Qualifying Hedge Counterparty upon the terms of the Transaction Documents (including Section 6.2) provided that the foregoing shall not prohibit: (i) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Transaction Documents; (ii) any Lender from exercising setoff rights in accordance with Section 10.7 (subject to the terms thereof); or (iii) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to the Borrower under any Debtor Relief Law; provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Transaction Documents, then (x) the Majority Lenders shall have the rights otherwise provided to the Administrative Agent pursuant to Section 6.2 and (y) in addition to the matters set forth in clauses (ii) and (iii) of the preceding proviso and subject to Section 10.7, any Lender may, with the consent of the Majority Lenders, enforce any rights or remedies available to it and as authorized by the Majority Lenders. (B) Each of the Borrower and the Parent agrees to take commercially reasonable action, including but not limited to responding to, and making personnel available for, due diligence inquiries and furnishing such documents and data as the Administrative Agent or any Any Funding Agent may reasonably request(in their sole discretion and expense), in connection with the obtaining at any rating time, have their Advances rated by any rating agency with respect to their AdvancesMoody’s, provided that none of the Borrower S&P, DBRS, Inc., A.M. Best or any of its affiliates shall be required to engage any rating agency in connection with the Advances or incur any out-of-pocket expenses with respect to any rating agency rating the Advances. Xxxxx Bond Rating Agency, Inc. Any such rating shall not be a condition precedent to closing the credit facility or the making of the Advances as set forth in this Agreement. The Borrower, nor Sunnova Management, and the Parent shall any rating process or requests or any subsequent downgrade of any rating received impact the Borrower’s availability under the credit facility set forth in this Agreementprovide reasonable assistance to obtain such rating. For the avoidance of doubt, any such rating shall not be a condition precedent to any Advance or to the exercise of any rights of the Borrower or Sunnova Management or the Seller under this Agreement. Any costs of or fees associated with the rating of the Advances shall be borne by the Funding Agent and the Lenders. (C) Each Lender, by funding an Advance, shall be deemed to have acknowledged receipt of, and consented to and approved, each Transaction Document and each other document required to be approved by the Administrative Agent, any Funding Agent, any Lender or any Qualified Hedge Counterparty, as applicable, on the Original Closing Date or any Funding Date.

Transaction Documents; Further Assurances. (A) Each Committed Lender and Non-Conduit Lender, each Funding Agent and each Hedge Counterparty authorizes the Administrative Agent to enter into each of the Transaction Documents to which it is a party and each Lender and Lender, each Funding Agent and each Hedge Counterparty authorizes the Administrative Agent to take all action contemplated by such documents in its capacity as Administrative Agent. Each Lender and Lender, each Funding Agent and each Hedge Counterparty agrees that no Lender Lender, no Funding Agent and no Funding AgentHedge Counterparty, respectively, shall have the right individually to seek to realize upon the security granted by any Transaction Document or to enforce rights and remedies hereunder and under the other Transaction Documents, it being understood and agreed that the suchthe authority to enforce rights and remedies hereunder mayhereunder shall be vested exercised solelyvested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent for the benefit of the Lenders, the Funding Agents and each eachthe Hedge Counterparty CounterpartyCounterparties upon the terms of the Transaction Documents (including Section 6.2) ), provided that the foregoing shall not prohibit: (i) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Transaction Documents; (ii) any Lender from exercising setoff rights in accordance with Section 10.7 (subject to the terms thereof); or (iii) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to the Borrower under any Debtor Relief Law; provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Transaction Documents, then (x) the Majority Lenders shall have the rights otherwise provided to the Administrative Agent pursuant to Section 6.2 and (y) in addition to the matters set forth in clauses (ii) and (iii) of the preceding proviso and subject to Section 10.7, any Lender may, with the consent of the Majority Lenders, enforce any rights or remedies available to it and as authorized by the Majority Lenders. (B) Each of the Borrower and the Parent agrees to take commercially reasonable action, including but not limited to responding to, and making personnel available for, due diligence inquiries and furnishing such documents and data as the Administrative Agent or any Any Funding Agent may reasonably request(in their sole discretion and expense), in connection with the obtaining at any rating time, have their Advances rated by any rating agency with respect to their AdvancesXxxxx’x, provided that none of the Borrower S&P, DBRS, Inc., A.M. Best or any of its affiliates shall be required to engage any rating agency in connection with the Advances or incur any out-of-pocket expenses with respect to any rating agency rating the Advances. Xxxxx Bond Rating Agency, Inc. Any such rating shall not be a condition precedent to closing the credit facility or the making of the Advances as set forth in this Agreement. The Borrower, nor Sunnova Management, and the Parent shall any rating process or requests or any subsequent downgrade of any rating received impact the Borrower’s availability under the credit facility set forth in this Agreementprovide reasonable assistance to obtain such rating. For the avoidance of doubt, any such rating shall not be a condition precedent to any Advance or to the exercise of any rights of the Borrower or Sunnova Management or the Seller under this Agreement. Any costs of or fees associated with the rating of the Advances shall be borne by the Funding Agent and the Lenders. (C) Each Lender, by funding an Advance, shall be deemed to have acknowledged receipt of, and consented to and approved, each Transaction Document and each other document required to be approved by the Administrative Agent, any Funding Agent, any Lender or any Qualified Hedge Counterparty, as applicable, on the Original Closing Date or any Funding Date.

Transaction Documents; Further Assurances. (A) Each Committed Lender and Non-Conduit Lender, each Funding Agent and each Hedge Counterparty authorizes the Administrative Agent to enter into each of the Transaction Documents to which it is a party and each Lender and Lender, each Funding Agent and each Hedge Counterparty authorizes the Administrative Agent to take all action contemplated by such documents in its capacity as Administrative Agent. Each Lender and Lender, each Funding Agent and each Hedge Counterparty agrees that no Lender Lender, no Funding Agent and no Funding AgentHedge Counterparty, respectively, shall have the right individually to seek to realize upon the security granted by any Transaction Document or to enforce rights and remedies hereunder and under the other Transaction Documents, it being understood and agreed that the authority to enforce rights and remedies hereunder shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent for the benefit of the Lenders, the Funding Agents and each the Hedge Counterparty Counterparties upon the terms of the Transaction Documents (including Section 6.2) ), provided that the foregoing shall not prohibit: (i) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Transaction Documents; (ii) any Lender from exercising setoff rights in accordance with Section 10.7 (subject to the terms thereof); or (iii) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to the Borrower under any Debtor Relief Law; provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Transaction Documents, then (x) the Majority Lenders shall have the rights otherwise provided to the Administrative Agent pursuant to Section 6.2 and (y) in addition to the matters set forth in clauses (ii) and (iii) of the preceding proviso and subject to Section 10.7, any Lender may, with the consent of the Majority Lenders, enforce any rights or remedies available to it and as authorized by the Majority Lenders. (B) Each of the Borrower and the Parent agrees to take commercially reasonable action, including but not limited to responding to, and making personnel available for, due diligence inquiries and furnishing such documents and data as the Administrative Agent or any Any Funding Agent may reasonably request(in their sole discretion and expense), in connection with the obtaining at any rating time, have their Advances rated by any rating agency with respect to their AdvancesXxxxx’x, provided that none of the Borrower S&P, DBRS, Inc., A.M. Best or any of its affiliates shall be required to engage any rating agency in connection with the Advances or incur any out-of-pocket expenses with respect to any rating agency rating the Advances. Xxxxx Bond Rating Agency, Inc. Any 118556040.20118095118.53 -77- such rating shall not be a condition precedent to closing the credit facility or the making of the Advances as set forth in this Agreement. The Borrower, nor Sunnova Management, and the Parent shall any rating process or requests or any subsequent downgrade of any rating received impact the Borrower’s availability under the credit facility set forth in this Agreementprovide reasonable assistance to obtain such rating. For the avoidance of doubt, any such rating shall not be a condition precedent to any Advance or to the exercise of any rights of the Borrower or Sunnova Management or the Seller under this Agreement. Any costs of or fees associated with the rating of the Advances shall be borne by the Funding Agent and the Lenders. (C) Each Lender, by funding an Advance, shall be deemed to have acknowledged receipt of, and consented to and approved, each Transaction Document and each other document required to be approved by the Administrative Agent, any Funding Agent, any Lender or any Hedge Counterparty, as applicable, on the Original Closing Date or any Funding Date.