GUARANTEE ISSUANCE AGREEMENT dated as of November 8, 2023 among U.S. DEPARTMENT OF ENERGY as Guarantor SUNNOVA ENERGY CORPORATION as Sponsor SUNNOVA ABS MANAGEMENT, LLC as Servicer and Manager SUNNOVA HESTIA I BORROWER, LLC as Borrower SUNNOVA HESTIA...

Exhibit 10.3

Execution Version

GUARANTEE ISSUANCE AGREEMENT

dated as of November 8, 2023

among

U.S. DEPARTMENT OF ENERGY

as Guarantor

SUNNOVA ENERGY CORPORATION

as Sponsor

SUNNOVA ABS MANAGEMENT, LLC

as Servicer and Manager

SUNNOVA HESTIA I BORROWER, LLC

as Borrower

SUNNOVA HESTIA I LENDER, LLC

as Lender

and

WILMINGTON TRUST, NATIONAL ASSOCIATION

as Agent

Up to $219,600,000

PROJECT HESTIA, SERIES 2023-GRID1

[***] = 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.

TABLE OF CONTENTS

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[***] = 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.

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[***] = 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.

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[***] = 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.

Schedules and Exhibits to the Guarantee Issuance Agreement

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[***] = 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.

GUARANTEE ISSUANCE AGREEMENT

This GUARANTEE ISSUANCE AGREEMENT (this “Agreement”), dated as of November 8, 2023, is by and among: (i) SUNNOVA ABS MANAGEMENT, LLC, a Delaware limited liability company, in its capacity as Servicer and Manager; (ii) SUNNOVA ENERGY CORPORATION, a Delaware corporation (the “Sponsor” or “SEC”); (iii) the U.S. DEPARTMENT OF ENERGY (“DOE” or “Guarantor”), acting by and through the Secretary of Energy (or appropriate authorized representative thereof); (iv) SUNNOVA ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇, LLC, a Delaware limited liability company (the “Borrower”); (v) SUNNOVA HESTIA I LENDER, LLC, a Delaware limited liability company (the “Lender”); and (vi) WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association (the “Agent”).

RECITALS

WHEREAS, pursuant to the provisions of Title XVII of the Energy Policy Act of 2005, Pub. L. 109 58, as amended by Section 406 of Div. A of Title IV of Pub. L. 111 5, and as further amended from time to time (“Title XVII”), the Guarantor is authorized to issue “guarantees” with respect to “obligations” financing “eligible projects,” in each case as defined in Title XVII;

WHEREAS, as a condition precedent to the Loan Guarantee Agreement, the Loan Guarantee Commitment Authority for Project Hestia (Loan No. 1426) with the Sponsor was approved for the loans to be guaranteed with full principal amount not to exceed $3,333,333,333.33;

WHEREAS, as a condition precedent to this Agreement, the Sponsor shall partially allocate a portion of its Loan Guarantee Commitment Authority to the Lender;

WHEREAS, the Guarantor, the Sponsor, the Servicer and the Manager have entered into a loan guarantee agreement, dated September 27, 2023 (the “Loan Guarantee Agreement”) relating to the program under which the Guarantor provides guarantees related to indebtedness issued by certain Sponsor’s special purpose subsidiaries and authorizing of guarantee issuance agreements and the execution of this Agreement;

WHEREAS, (a) the Sponsor directly owns 100% of the Equity Interests of Sunnova Intermediate Holdings, LLC, a Delaware limited liability company (“Intermediate Holdings”); (b) Intermediate Holdings directly owns 100% of the Equity Interests in Sunnova Hestia Holdings, LLC, a Delaware limited liability company (“Hestia Holdings”); (c) Hestia Holdings directly owns 100% of the Equity Interests of Sunnova Hestia I Depositor, LLC, a Delaware limited liability company (the “Depositor”); (d) the Depositor directly owns 100% of the Equity Interests of the Sunnova Hestia I Issuer, LLC, a Delaware limited liability company (the “Capital Markets Issuer”); (e) the Capital Markets Issuer directly owns 100% of the Equity Interests of the Lender; and (f) the Lender directly owns 100% of the Equity Interests of the Borrower;

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[***] = 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.

WHEREAS, Intermediate Holdings, Hestia Holdings, the Depositor, the Capital Markets Issuer, the Lender and the Borrower have entered into a sale and contribution agreement (the “Sale and Contribution Agreement”), dated the date hereof, pursuant to which: (a) Intermediate Holdings sold, transferred and assigned to Hestia Holdings all of Intermediate Holdings’ right, title and interest in and to a portfolio of Solar Loans and related property; (b) Hestia Holdings sold, transferred and assigned to the Depositor all of Hestia Holdings’ right, title and interest in and to such portfolio of Solar Loans and related property; (c) the Depositor sold, transferred and assigned to the Capital Markets Issuer all of the Depositor’s right, title and interest in and to such portfolio of Solar Loans and related property; (d) the Capital Markets Issuer sold, transferred and assigned to the Lender all of the Capital Markets Issuer’s right, title and interest in and to such portfolio of Solar Loans and related property; and (e) the Lender sold, transferred and assigned to the Borrower all of the Lender’s right, title and interest in and to such portfolio of Solar Loans and related property;

WHEREAS, (i) the Capital Markets Issuer has issued two classes of notes designated as (i) the Sunnova Hestia I Issuer, LLC, Solar Loan Backed Notes, Series 2023-GRID1 (the “ABS Notes”) and contributed the proceeds therefrom to the Lender, and (ii) pursuant to a loan and security agreement, dated November 8, 2023 (the “Loan Agreement”), the Lender has made a term loan to the Borrower secured by all the assets of the Borrower, including without limitation, the portfolio of Solar Loans and related property (such term loan, the “Guaranteed Loan”);

WHEREAS, the Guaranteed Loan will have an initial outstanding loan balance of $244,000,000 (the “Initial Outstanding Guaranteed Loan Balance”) and will be comprised of three loan components (each, a “Loan Component”), designated as (i) Hestia I, Loan Component 1 (“Loan Component 1”), (ii) Hestia I, Loan Component 2 (“Loan Component 2”) and (iii) Hestia I, DOE Component (the “DOE Component”);

WHEREAS, (i) Loan Component 1 represents 90.00% of the Initial Outstanding Guaranteed Loan Balance, (ii) Loan Component 2 represents 10.00% of the Initial Outstanding Guaranteed Loan Balance and (iii) the DOE Component represents the Guarantor’s entitlement to repayment with respect to principal payments made by the Guarantor to or at the direction of the Lender under this Agreement;

WHEREAS, (a) pursuant to Section 1705 of Title XVII, a complete application, dated January 18, 2022, was made for the issuance by the Guarantor of a guarantee of a portion of one or more guaranteed loans and (b) pursuant to the terms and conditions of this Agreement, the Guarantor has agreed to guarantee the Borrower’s payment of the Guaranteed Amounts on the Guaranteed Loan;

WHEREAS, the execution of this Agreement is a condition precedent to the Lender’s execution of the Series Securitization Documents;

NOW, THEREFORE, in consideration of the foregoing and other good and valid consideration, the receipt and adequacy of which are hereby expressly acknowledged, the parties hereby agree as follows:

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[***] = 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.

ARTICLE 1

DEFINITIONS

Section 1.1. Definitions and Interpretation. Capitalized terms used in this Agreement shall have the meanings set forth in Exhibit A, and the rules of interpretation set forth in Exhibit B shall apply to this Agreement, except, in each case, as otherwise expressly provided herein.

ARTICLE 2

GUARANTEE

Section 2.1. The Guarantee. This Agreement is a “Guarantee Issuance Agreement” as defined under the Loan Guarantee Agreement. Subject to the terms and conditions set forth in this Agreement, as of the date hereof, the Guarantor (acting through the Secretary of Energy) hereby irrevocably and unconditionally guarantees (such guarantee with respect to the Guaranteed Loan, the “Guarantee”) to the Lender, in respect of the Guaranteed Loan, the payment of (a) any DOE Guaranteed Principal ▇▇▇▇▇▇▇, and (b) any DOE Guaranteed Interest Amounts (collectively such amounts, the “Guaranteed Amounts”).

Section 2.2. Scope of the Guarantee. Pursuant to Section 1702(j) of Title XVII, the Guarantee is entitled to the full faith and credit of the United States of America. The Guarantee constitutes a guarantee of payment and not of collection. In no event shall the liability of the Guarantor on the Guarantee extend to any amount which is not a Guaranteed Amount. The Guarantee shall not extend to the repayment, in whole or in part, of any fees, costs, expenses, make-whole amounts, liquidation costs, prepayment premiums, breakage costs, indemnified liabilities, default interest, Post-ARD Additional Interest Amounts or any other non-specified amounts (in each case, other than the Guaranteed Amounts) payable to the Lender under the Guaranteed Loan, the Loan Note or any other Series Securitization Document (“Excluded Amounts”).

Section 2.3. Conditions of Guarantee. The Guarantor hereby irrevocably waives diligence, presentment, protest, demand, notice and any requirement that the Agent or the Lender exhaust any right or remedy or take any action against or give notice to the Borrower or the Guarantor, except for the written Demand for payment by the Agent on the Guarantor required under Section 9.2. To the fullest extent permitted by Applicable Law, the Guarantor irrevocably waives and agrees that it will not assert against the Lender any defense to payment under the Guarantee (including, without limitation, fraud in the inducement) which it might otherwise have based solely upon the conduct of the Borrower, the Sponsor or the Lender.

Section 2.4. Guarantee Absolute. Guarantor agrees that this Guarantee shall be continuing, and Guarantor guarantees that the Guaranteed Amounts will be paid and performed strictly in accordance with the terms of this Agreement. The obligations of the Guarantor shall be continuing and irrevocable, absolute and unconditional, primary and original and immediate and not contingent and shall remain in full force and effect without regard to and not be released, discharged or in any way affected by any circumstance or condition (other than by payment in full of the Guaranteed Amounts) including, without limitation, the occurrence of any one or more of the following:

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[***] = 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.

2.4.1. any lack of validity or enforceability of any of the Guaranteed Amounts under this Agreement or any other Series Securitization Document or any document entered into in connection with the transactions contemplated thereby, any provision thereof, or any other agreement or instrument relating thereto or the absence of any action to enforce the same;

2.4.2. any failure, omission, delay or lack on the part of any party to enforce, assert or exercise any right, power, privilege or remedy conferred under Series Securitization Documents;

2.4.3. any change in the time, manner or place of performance or of payment, or in any other term of, all or any of the Guaranteed Amounts, or any other modification, supplement, amendment or waiver of or any consent to departure from the terms and conditions of any of the Series Securitization Documents or any document entered into in connection with the transactions contemplated thereby, provided that such change, modification supplement, amendment, waiver or consent to departure have been entered into or provided in accordance with the terms of such Series Securitization Document (or any document entered into in connection with the transactions contemplated thereby);

2.4.4. any bankruptcy, suspension of payments, insolvency, sale of assets, winding up, dissolution, liquidation, receivership or reorganization of, or similar proceedings involving the Borrower or its assets or any resulting release or discharge of any of the Guaranteed Amounts;

2.4.5. any failure or delay in the enforcement of the Guaranteed Amounts of any Person under the Series Securitization Documents or any document entered into in connection with the transactions contemplated by the Series Securitization Documents or any provision thereof; or

2.4.6. any set off, counterclaim, deduction, defense, abatement, suspension, deferment, diminution, recoupment, limitation or termination available with respect to any Guaranteed Amounts and, to the extent permitted by applicable law, irrespective of any other circumstances that might otherwise limit recourse by or against either Guarantor or any other Person.

Section 2.5. Set-Off. Guarantor shall not be entitled to set off any amounts payable by any party hereunder as a result of any breach by such party of its obligations under this Agreement against any valid request made for a payment by the Agent, on behalf of the Lender, under this Agreement, it being understood and agreed that Guarantor’s sole remedy for such claim is a separate claim made by Guarantor.

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[***] = 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.

ARTICLE 3

TERMINATION

Section 3.1. Guarantee Termination. The Lender may at any time terminate this Agreement upon written notice to the Guarantor; provided that, the DOE Reimbursable Amount is equal to zero and such termination does not violate the terms and conditions of the Capital Markets Documents.

ARTICLE 4

PAYMENTS; REFINANCINGS

Section 4.1. Place and Manner of Payments.

4.1.1. Prohibited uses of Payments. In accordance with Section 609.13(a) of the Title XVII Regulations, the Borrower shall not: (i) request that the Guaranteed Loan or any portion or proceeds derived thereof be used; or (ii) use any other funds obtained from the U.S. federal government or from a loan or other instrument guaranteed by the U.S. federal government, in either case for the payment of any Guarantor Fees, except to the extent explicitly authorized by the U.S. Congress.

4.1.2. Tax. The Borrower understands and agrees that the Guarantor is an agency or instrumentality of the United States and that all payments hereunder or under the Series Securitization Documents are payable, and shall in all cases be paid, free and clear of all Taxes.

Section 4.2. Permitted Refinancing. So long as the Lender benefits from this Guarantee:

(a) unless the Guarantor shall have consented in its sole discretion, the Lender and the Agent shall not enter into any Refinancing other than a Permitted Refinancing;

(b) in connection with any Permitted Refinancing, to the extent the Sponsor proposes any amendments to currently effective Series Securitization Documents, the Guarantor agrees to reasonably negotiate Refinancing Documents that reflect the terms and conditions of such Permitted Refinancing, including, but not limited to, changes to the Borrower Priority of Payments that relate to payments that are subordinated to DOE Reimbursable Amounts (or immaterial to items that are senior in payment of any DOE Reimbursable Amounts) and/or that relate to any other amounts payable to the Guarantor, or to reflect market changes to payment terms and reserves, as well as any changes to the Equipment Replacement Reserve Deposit and the Equipment Replacement Reserve Required Balance;

(c) in connection with any Permitted Refinancing, the Guarantor agrees to reasonably cooperate and participate in review, preparation, furnishing of relevant information relating to itself or the Project and drafting of any Marketing Materials;

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[***] = 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.

(d) if the Sponsor reasonably requests that the Guarantor be present (in person or remotely) on a reasonable basis at customary rating agencies meetings or other marketing activities related to any Permitted Refinancing, the Guarantor shall be present at such customary rating agencies meetings or other marketing activities, as applicable, in the Guarantor’s capacity in respect of the Project;

(e) so long as the Sponsor and/or its Affiliates own, directly or indirectly, the equity interests of the Eligible Lender following any Balance Sheet Refinancing, such equity interests may not, in whole or in part, be pledged, transferred or encumbered (synthetically or otherwise) other than pursuant to a Permitted Refinancing; and

(f) in connection with any proposed Refinancing, by or before the proposed closing date thereof, the Guarantor shall have received a certificate of the Sponsor to the effect that such Refinancing is a Permitted Refinancing.

Section 4.3. Guarantor Fees. The following fees and expenses shall be due to the Guarantor (such fees, “Guarantor Fees”); provided that the failure to pay any of the Guarantor Fees set forth below or in the Loan Guarantee Agreement shall not affect the existence of the Guarantee, the obligations of the Guarantor hereunder or the rights and remedies of the Lender or its assignees with respect to the Guarantee and without prejudice to the Guarantor’s rights and remedies under the Program Documents, the Series Securitization Documents or in law:

4.3.1. Fees and Expenses Payable by the Borrower.

(a) Monthly Risk-Based Charge. With respect to the Guaranteed Loan, the Borrower shall, on each Loan Payment Date, subject to Borrower Available Funds and the Borrower Priority of Payments in the Loan Agreement, pay to the Guarantor an amount equal to the product of: (i) one-twelfth; (ii) [***]%; and (iii) the outstanding Loan Component 1 Balance (after giving effect to payments made on the prior Loan Payment Date) (the “Monthly Risk-Based Charge”).

(b) Amendment, Waiver and Other Expenses. Subject to the Borrower Available Funds and the Borrower Priority of Payments in the Loan Agreement, on each Loan Payment Date, the Borrower shall pay or reimburse the Guarantor (or such other party or parties as the Guarantor may direct) for payment of all documented third-party fees and expenses paid or incurred in connection with: (i) any waiver, consent, or amendment of any Series Securitization Document; and (ii) the administration, preservation and enforcement of any Series Securitization Document, and the Guarantors’ rights thereunder, such fees and expenses to include all fees and expenses of the Independent Engineer and other independent consultants and advisors (including legal counsel) retained at the Guarantors’ discretion (“Ongoing Expenses”).

4.3.2. Payment of Fees

(a) All fees under this Section 4.3 shall be paid in accordance with the Borrower Priority of Payments on the dates due, in immediately available funds in Dollars to the Guarantor (or such other party or parties as the Guarantor may direct).

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[***] = 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.

(b) All amounts payable to the Guarantor under this Section 4.3 shall be paid by wire transfer to the following account, or to such other account as may be specified by the Guarantor from time to time:

Section 4.4. Application of DOE Guaranteed Interest Amounts

4.4.1. DOE Guaranteed Interest Amounts deemed to be paid by the Guarantor on any Loan Payment Date will be applied in the following order of priority: (i) first, to the Lender in satisfaction of any Borrower shortfalls in the Component 1 Interest Distribution Amount on such Loan Payment Date, and (ii) second, any remaining amounts to be applied as a contribution from the Lender to the Borrower and distributed to the Lender as a pro rata payment of principal on Loan Component 1 and Loan Component 2 (based on the Initial Percentage Interest Distribution Methodology) on such Loan Payment Date, in each case after giving effect to the Borrower Priority of Payments.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES

Section 5.1. Representations and Warranties of the Securitization Entities. Unless otherwise stated, each Securitization Entity makes each of the following representations and warranties to and in favor of the Guarantor, as of the date hereof, and with respect to the Series Securitization Documents, except as such representations and warranties are expressly made as to an earlier date, in which case such representations and warranties will be true as of such earlier date:

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[***] = 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.

Section 5.2. Organization. (a) Each Securitization Entity is a limited liability company duly formed and existing in good standing under the laws of the State of Delaware; (b) each Securitization Entity possesses all requisite power and authority to enter into and perform each of the Series Securitization Documents to which it is party and to carry out the transactions contemplated therein; (c) the execution, delivery and performance of each of the Series Securitization Documents to which each Securitization Entity is party has been duly authorized and each of the Series Securitization Documents to which it is party has been duly executed and delivered and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws generally affecting creditors’ rights and by equitable and other legal principles (regardless of whether enforcement is sought in equity or at law) pertaining to creditor’s rights; (d) except as already obtained or otherwise contemplated herein, no material consent or approvals are required in connection with the execution, delivery and performance by each Securitization Entity of each of the Series Securitization Documents to which it is party; (e) the execution, delivery and performance by each Securitization Entity of each of the Series Securitization Documents to which it is party will not (i) violate any Applicable Law applicable to it or (ii) result in any breach of, or constitute any default under, any contractual obligation of it, which breach or default would result in a Material Adverse Effect on it.

Section 5.3. Authorization; No Conflict. Each Securitization Entity has duly authorized, executed and delivered the Series Securitization Documents (and all certificates, general deliverables or similar documents entered into in connection therewith) to which it is a party, and neither its execution and delivery thereof nor its consummation of the transactions contemplated hereby or thereby nor its compliance with the terms of this Agreement or thereof does or will: (a) contravene its Organizational Documents or any Applicable Laws; (b) contravene or result in any breach or constitute any default under any Governmental Judgment; (c) contravene or result in any breach or constitute any default under, or result in or require the creation of any Lien upon any of its assets under any agreement or instrument to which it is a party or by which it or any of its assets may be bound, except for any Permitted Liens; or (d) require the consent or approval of any Person and any other consents or approvals that have been obtained and are in full force and effect.

Section 5.4. Compliance with Laws. Each Securitization Entity has conducted and is conducting its business in compliance with all Applicable Laws and its Organizational Documents.

Section 5.5. Legality; Validity; Enforceability. Each Series Securitization Document to which each Securitization Entity is (or will be when executed) a party constitutes a valid, legal and binding obligations of each Securitization Entity, enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors’ rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

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[***] = 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.

Section 5.6. Security Interests; Liens.

(a) Pursuant to the Series Securitization Documents, the Agent has a legal, valid, enforceable and perfected first priority Lien in the Collateral subject only to Permitted Liens.

(b) All Taxes (including stamp taxes) and filing fees that are due and payable in connection with the execution, delivery or recordation of any other Series Securitization Document have been, or will promptly, be paid.

Section 5.7. Taxes. No withholding Taxes are payable by the Securitization Entities to any Governmental Authority other than the United States in connection with any amounts payable by the Securitization Entities under or in respect of the Series Securitization Documents.

Section 5.8. Business; Contracts; Powers of Attorney; Other Transactions.

(a) No Securitization Entity has conducted any business other than those necessary for, incidental to, connected with or arising out of the business contemplated by the Series Securitization Documents and such other business as may be related to the Project, except as permitted by the Series Securitization Documents and by any such Securitization Entity’s Organizational Documents.

(b) No Securitization Entity is a party to, or bound by, any contract other than those contracts permitted under the Series Securitization Documents and except as permitted by any such Securitization Entity’s Organizational Documents.

(c) Except as provided in the Series Securitization Documents, no Securitization Entity has any subsidiaries and does not legally or beneficially own any Equity Interests of any other Person.

Section 5.9. Guarantee Request. The statements and information contained in the Guarantee Request are true and correct in all material respects and do not contain any material misstatements of fact or omit to state a material fact or any fact necessary to make the statements contained therein not materially misleading at the time they were made.

Section 5.10. Investment Company Act. The Borrower is not, and after giving effect to the application of the proceeds of the Guaranteed Loan will not be, required to register as an “investment company” as such term is defined in the Investment Company Act. In making this determination, the Borrower is relying primarily on the exclusion from the definition of “investment company” contained in section 3(c)(5)(A) of the Investment Company Act, although additional exclusions or exemptions may be available to the Borrower at the Loan Closing Date or in the future.

Section 5.11. Margin Regulations. No part of the proceeds of the Guaranteed Loan will be used directly or indirectly to purchase or carry any margin stock within the meaning of Regulation T, U or X of the Board of Governors of the Federal Reserve of the United States, or any regulations, interpretations or rulings thereunder, or for any purpose that violates any regulation of the Board of Governors of the Federal Reserve System.

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[***] = 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.

Section 5.12. PUHCA. The Borrower either (a) is not subject to, or is exempt from, regulation as a “holding company” under PUHCA in accordance with 18 C.F.R. § 366.3; or (b) is, and has notified FERC of its status as, a “holding company” under 18 C.F.R. § 366.4 or is an “associate company” under 18 C.F.R. § 366.1, and is in material compliance with all relevant requirements of PUHCA, the FPA, and FERC’s regulations In addition, the Borrower either is (i) not subject to, or is exempt from, rate, financial, and/or organizational regulation as a “public utility,” “public service company,” an “electric company,” or similar entity under the laws of any State or territory of the United States in which the Project is located (provided that the Borrower is, or may be, subject to regulation of contracting or marketing by a public utility commission) or (ii) subject to such rate, financial and/or organizational regulation and compliant in all material respects with the laws of the relevant State or territory of the United States and the regulations of the relevant PUC to which Borrower is subject.

Section 5.13. Accounts. The Borrower does not own or maintain any accounts with a bank or financial institution other than the Transaction Accounts.

Section 5.14. Insolvency Proceedings. No Securitization Entity is the subject of any pending, or to each Securitization Entity’s Knowledge, threatened, Insolvency Proceedings.

Section 5.15. Solar Loans. The Borrower has received a representation from the Depositor that the Solar Loans it has acquired from the Depositor satisfy the Minimum Eligibility Criteria and the Eligibility Criteria set forth in the Series Securitization Documents.

Section 5.16. Allocation of Loan Guarantee Commitment Authority. The Sponsor has partially allocated an amount equal to $244,000,000 to the Lender in accordance with the Loan Guarantee Agreement, and the cumulative amount of any partial allocations of the Loan Guarantee Commitment Authority by the Sponsor do not exceed $3,333,333,333.33.

ARTICLE 6

AFFIRMATIVE COVENANTS

Each Securitization Entity (and, with respect to Section 6.2 below, the Agent) covenants and agrees that until the termination of this Agreement in accordance with its terms:

Section 6.1. Maintenance of Existence. Each Securitization Entity will keep in full force and effect its existence and rights as a limited liability company under the laws of the State of Delaware and 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 each Series Securitization Document to which it is party, or material to the conduct of its business and the Project. Each Securitization Entity shall maintain its existence separate from each other Securitization Entity.

Section 6.2. ▇▇▇ Registration. Each of the Securitization Entities and the Agent shall maintain their respective ▇▇▇ database registration at all times.

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[***] = 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.

Section 6.3. Performance of Obligations. Each Securitization Entity shall perform and observe all of its covenants and obligations contained in any Series Securitization Document or Required Approval.

Section 6.4. Transfer Restriction. The Capital Markets Issuer shall include transfer restrictions in the Equity Interests issued by it, prohibiting, without the prior written consent of the Guarantor, the transfer of any Equity Interest in the Capital Markets Issuer except pursuant to a Permitted Refinancing.

Section 6.5. Separateness and Bankruptcy Remoteness. Each Securitization Entity shall be organized as a bankruptcy-remote, single-purpose entity at all times and shall do all things necessary to maintain its corporate existence separate and apart from any other party, and shall each, except as otherwise permitted or contemplated by the Series Securitization Documents:

(a) maintain books and records separate and apart from any other person;

(b) maintain its accounts separate and apart from those of any other person;

(c) not commingle its assets with those of any other person;

(d) conduct its own functions and business in its own name and comply with all organizational formalities;

(e) provide for the payment of its operating expenses and liabilities from its own funds;

(f) allocate fairly and reasonably any overhead for expenses that are shared with another person or entity;

(g) hold itself out as a separate entity;

(h) not mislead others as to its separate identity;

(i) not guarantee or become obligated for the debts of any other affiliated or unaffiliated third party, hold out its credit as being available to satisfy the obligations of others, or pledge its assets to support the obligations of others;

(j) not engage in any business other than those necessary for, incidental to, connected with or arising out of those permitted pursuant to the Series Securitization Documents;

(k) not make or permit to remain outstanding any loans or advances to any third party; and

(l) maintain adequate capitalization to engage in the transactions and activities contemplated in its organizational documents and the Series Securitization Documents.

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[***] = 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.

Section 6.6. Books, Records and Inspections. Each Securitization Entity shall (including, to the extent they are affiliates of the Sponsor, through the Manager or the Servicer):

(a) keep proper records and books of account in which full, true and correct entries in accordance with GAAP and all Applicable Laws are made in respect of all dealing and transactions relating to the business and activities of the Securitization Entities;

(b) maintain adequate internal controls, reporting systems and cost control systems that are designed to ensure that the Borrower satisfies its obligations under the Series Securitization Documents:

(i) for overseeing the financial operations of the Borrower, including its cash management, accounting and financial reporting; and

(ii) for facilitating the effective and accurate audit and performance evaluation of the Project pursuant to the Title XVII Regulations.

(c) upon reasonable request and advanced notice, consult and co-operate with the Guarantor and the Guarantor Consultants regarding the Project upon the Guarantor’s request;

(d) upon reasonable request and advanced notice, permit officers and designated representatives of the Guarantor, its agents, and the Guarantor Consultants to visit and inspect the Project and any other facilities of the Borrower;

(e) upon reasonable request and advanced notice, provide to officers and designated representatives of the Guarantor, its agents, the Comptroller General and the Guarantor Consultants access to any pertinent books, documents, papers and records of the Securitization Entity for the purpose of audit, examination, inspection and monitoring upon reasonable notice in writing and at reasonable times during normal business hours, and to examine and discuss the affairs, finances and accounts of the Securitization Entity with the representatives of the Securitization Entities;

(f) upon reasonable request and advanced notice, afford proper facilities for such inspection, and shall make copies (at the Borrower’s expense) of any records that are subject to such inspection;

(g) upon reasonable request and advanced notice, make available such information related to the Project as is reasonably requested, including all patents, technology and proprietary rights owned or controlled by the Securitization Entities and utilized in the operation of the Project, as may be reasonably necessary in order to determine the technical progress, soundness of financial condition, management stability, compliance with environmental requirements, adequacy of health and safety conditions and all other matters with respect to the Project;

(h) maintain and upon reasonable request and advanced notice, make available to the Guarantor (or its duly authorized representatives or agents), all documentation associated with each Solar Loan, including each Customer Contract and all Customer Limited Warranty Agreements;

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[***] = 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.

(i) record, store, maintain, and operate its records, systems, controls, data and information using means (including any electronic, mechanical or photographic process, whether computerized or not) that are under its exclusive ownership and direct control (including all means of access thereto and therefrom); and

(j) retain all records relating to expenditures with respect to this Agreement for five (5) years after the date hereof.

Section 6.7. Taxes, Duties, Expenses and Liabilities.

(a) The Borrower shall pay or cause to be paid on or before the date payment is due: (i) all Taxes (including stamp taxes), duties, fees, or other charges payable on or in connection with the execution, issue, delivery, registration, or notarization, or for the legality, validity, or enforceability, of the Series Securitization Documents (other than those Taxes that it is contesting in good faith and by appropriate proceedings for which reserves have been established to the extent required by GAAP); provided that the Borrower shall promptly pay any valid, final judgment rendered upon the conclusion of any relevant Action enforcing any Tax and cause it to be satisfied of record, and (ii) all claims, levies, or liabilities (including claims for labor, services, materials and supplies), for sums that have become due and payable and that have or, if unpaid, might become a Lien (other than a Permitted Lien) upon the property of the Borrower (or any part thereof).

(b) The Borrower shall file all tax returns required by Applicable Laws to be filed by it and shall pay or cause to be paid on or before the date payment is due: (i) all income Taxes required to be paid by it; and (ii) all other material Taxes and assessments required to be paid by it (other than those Taxes that it contests in good faith and by appropriate proceedings, for which reserves are established to the extent required by GAAP and permitted by the Title XVII Regulations).

(c) The Borrower shall duly and punctually pay and discharge its Secured Obligations in respect of any indebtedness permitted under the Series Securitization Documents when due, subject to the terms and conditions of this Agreement and the other Series Securitization Documents.

Section 6.8. Contractual Remedies. Each Securitization Entity shall diligently pursue all contractual remedies available to it to cause each Transaction Party to comply with and conduct its property, business and operations in compliance with all Applicable Laws.

ARTICLE 7

NEGATIVE COVENANTS

Each Securitization Entity covenants and agrees that until the termination of this Agreement in accordance with its terms:

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[***] = 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.

Section 7.1. Restrictions on Operations.

(a) Ordinary Course of Conduct; No Other Business. Each Securitization Entity shall not: (i) engage in any business other than those necessary for, incidental to, connected with or arising out of the Project in accordance with and as contemplated by the Series Securitization Documents; (ii) create, incur or suffer, or permit to be created or incurred or to exist any Lien on any of the Collateral or permit the Lien created by the Loan Agreement not to constitute a valid first priority, perfected Lien on the Collateral, in each case subject to Permitted Liens; or (iii) fail to maintain its existence and its right to carry on its business.

(b) Accounts. Except as otherwise permitted or contemplated by the Series Securitization Documents, the Borrower shall not establish or maintain any bank accounts other than the Transaction Accounts.

Section 7.2. Amendment of and Notices under Series Securitization Documents and Refinancing Documents. Other than correcting typographical errors, adjusting formatting or correcting minor or technical errors that do not change any Person’s rights or obligations, each of the Securitization Entities shall not, without the prior notice to and written consent of the Guarantor:

(a) agree, directly or indirectly, to any amendment, modification, termination, replacement, supplement, consent or waiver or waive any right to consent to any amendment, modification, termination, replacement, supplement or waiver of any right with respect to, or assign any of the respective duties or obligations under:

(i) any Governmental Approval or other Required Approval, the effect of which could reasonably be expected to have a Material Adverse Effect; or

(ii) any Series Securitization Document or any Refinancing Document, as applicable; or

(b) enter into any agreement other than any Series Securitization Document or any Refinancing Document, as applicable, restricting its ability to amend or otherwise modify any of the Series Securitization Documents or any other Refinancing Documents, as applicable.

Section 7.3. Organizational Documents; Legal Form; Capital Structure. None of the Securitization Entities shall (a) amend or modify its Organizational Documents, or (b) amend or modify its legal form, its capital structure (including the issuance of any options, warrants or other rights with respect thereto), except as required under any Applicable Law and with prior written notice of such amendment or modification to the Guarantor.

Section 7.4. Margin Regulations. Each of the Securitization Entities shall not directly or indirectly apply any part of the proceeds of the Guaranteed Loan or other revenues to the purchasing or carrying of any margin stock within the meaning of Regulation T, U or X of the Board of Governors of the Federal Reserve of the United States, or any regulations, interpretations or rulings thereunder, or for any purpose that violates any regulation of the Board of Governors of the Federal Reserve System.

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[***] = 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.

Section 7.5. Environmental Laws. The Borrower shall not (a) undertake or authorize or (b) knowingly permit, in either case, (x) any action or Release any Hazardous Substances in connection with the Project in material violation of any Environmental Law or (y) that is reasonably likely to result in material harm to human health or the environment as a result of such action or the Release of any Hazardous Substance. In addition, the Borrower shall ensure that the Project (a) shall be operated in material compliance with all Environmental Laws and (b) shall not be operated by the Borrower, its Affiliates or agents in any manner in material violation of any Environmental Law or that is reasonably likely to result in a hazard to public health or safety or to the environment as a result of the Release of any Hazardous Substance.

Section 7.6. Investment Company Act. The Borrower shall not take any action that would result in the Borrower becoming an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act.

ARTICLE 8

GUARANTEE TERMINATION EVENT

Section 8.1. Non-Permitted Refinancing. If a Securitization Entity completes a refinancing transaction of the ABS Notes that is not a Permitted Refinancing (such event, a “Guarantee Termination Event”), this Agreement and the Guarantee shall immediately, upon the closing of such refinancing and the repayment of the existing ABS Notes, terminate and the Guarantor shall cease to have any future obligations with respect to the Guaranteed Loan.

ARTICLE 9

GUARANTEE CLAIM PROCEDURES

Section 9.1. Failure to Pay. In the event that the Borrower, for any reason, fails to pay in full when and as due under the Guaranteed Loan any Guaranteed Amounts on any Loan Payment Date, then the Agent, on behalf of the Lender, may make a demand on the Guarantor under this Agreement satisfying the requirements of Section 9.2 below (a “Demand”) for payment of all Guaranteed Amounts pursuant to Section 9.4 (regardless of whether any Guaranteed Amounts have then become due and owing from the Borrower by reason of acceleration of the Guaranteed Loan or otherwise).

Section 9.2. Demand on Guarantor. The Demand shall:

(a) be in the form of Exhibit C and delivered in accordance with Section 10.1 (the date of such delivery, or if not delivered on a Business Day the next succeeding Business Day, the “Demand Date”);

(b) be made by the Agent on behalf of the Lender;

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[***] = 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.

(c) state the Loan Payment Date and the aggregate past due Dollar amount of Guaranteed Amounts referred to in Section 9.1;

(d) state the aggregate amount of DOE Guaranteed Principal Amounts due and unpaid as claimed under Section 2.1 as of such Demand Date;

(e) state the outstanding DOE Guaranteed Interest Amounts due and unpaid and its basis for determination, as claimed under Section 2.1 as of the Demand Date;

(f) attach the latest monthly servicing report and account statement of the Collection Account as evidence supporting the claim;

(g) certify that, on and as of the Demand Date, the Guaranteed Amounts claimed under the clauses above remain unpaid and the Borrower’s payment default has remained unremedied past the period allowed for cure under the terms of the Loan Agreement; and

(h) identify the bank and the account of the Agent (in the name of the Lender) located in the United States to which payment is to be made.

The Lender (or the Agent acting at the direction of the Lender) shall thereafter promptly provide to the Guarantor (or its duly authorized representatives or agents) any further information, documentation or calculations relating to the Guaranteed Amounts as may be reasonably requested by the Guarantor in writing within five (5) Business Days of such request, it being understood and agreed that the provision of such further information shall not be a condition to the Guarantor’s obligation to pay any Guaranteed Amount in accordance with this Article 9.

Section 9.3. Subrogation and Assignment to Guarantor.

(a) To the extent not otherwise owed to the Guarantor under the terms of the Series Securitization Documents, on and as of the Demand Date, the Guarantor shall become subrogated to, and the Lender shall have assigned to the Guarantor, without recourse and without need of any further action by any party, an undivided interest in all of the Lender’s right, title and interest in, to and under: (i) the principal, interest and any other amounts constituting the Guaranteed Amounts; (ii) any applicable default interest, make whole amount, liquidation cost or prepayment premium in respect of the Guaranteed Amounts; and (iii) the Series Securitization Documents in respect of the Guaranteed Amounts notwithstanding that, pursuant to Section 9.4(a), the Guarantor shall not be obligated to make payment under the Guarantee for a period of sixty (60) days from the Demand Date. Such subrogated amounts shall be classified as provided in the Loan Agreement and shall only be payable in accordance with the term Borrower Priority of Payments.

(b) To the extent of such subrogation and assignment, the Guarantor shall have the right, in accordance with the terms of the Loan Agreement, to enforce or participate in any claim (including, without limitation, any claim in bankruptcy), right or remedy that the Lender may then have or thereafter acquire against a Borrower under the Series Securitization Documents.

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[***] = 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.

(c) The Agent and the Lender shall, upon request by the Guarantor, promptly execute and deliver such documents and take such other actions as the Guarantor may reasonably request to evidence or give effect to such subrogation and assignment, which shall reflect the manner in which such amounts are required to be characterized under the Loan Agreement, pursuant to the Borrower Priority of Payments, it being understood and agreed that the execution and delivery of any such document or the taking of any such action shall not be a condition to the Guarantor’s obligation to pay any Guaranteed Amount in accordance with this Article 9.

(d) The rights of the Guarantor obtained by subrogation and assignment pursuant to the foregoing shall be in addition to, and not to the exclusion of or prejudice to, all other rights of the Guarantor set out in any of the Series Securitization Documents, which shall be exercisable by the Guarantor without regard to or need of any Demand, subrogation or assignment under this Guarantee Agreement.

Section 9.4. Payment by Guarantor.

(a) The Guarantor shall pay to the Agent, by payment to the account designated in a Demand satisfying the requirements of Section 9.2 above, for the benefit of the Lender, promptly, but in no event not later than the 60th day from the Demand Date (the “Guarantee Payment Date”), the Guaranteed Amounts designated in the Demand (the “Guarantee Payment”).

(b) The Agent, on behalf of the Lender, upon delivery of a valid Demand to the Guarantor, shall deem all Guaranteed Amounts subject to the Demand, as fully and timely paid by the Borrower on the Loan Payment Date upon which they were due pursuant to the terms of the Loan Agreement.

(c) All calculations made by the Lender, and provided to the Agent for purposes of the Demand, shall be conclusive absent manifest error. Payment shall be made on or prior to the Guarantee Payment Date in immediately available Dollars to the bank and the account designated for such purpose in the Demand. Payment by the Guarantor of all Guaranteed Amounts due under this Guarantee Agreement shall be made by the Guarantor pursuant to the Demand, for the benefit of the Lender, and such payment shall discharge fully and completely the Guarantor’s liability to the Lender under this Agreement with respect to the Guaranteed Amounts.

(d) For the avoidance of doubt, Guarantee Payments made by the Guarantor may only be used to pay the Guaranteed Amounts and shall not cover any Excluded Amounts.

Section 9.5. No Discharge. Any statute or judicial decision to the contrary notwithstanding, no payment by the Guarantor to the Agent as Agent on behalf of the Lender under this Agreement shall, or shall be deemed to, reduce, discharge, satisfy or terminate any obligation of the Borrower or any other party under the Series Securitization Documents.

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[***] = 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.

ARTICLE 10

MISCELLANEOUS

Section 10.1. Addresses.

(a) Any communications, including any notices, between or among the parties to the Series Securitization Documents shall be provided using the addresses listed below for the Securitization Entities or, for any other party, as otherwise listed in schedule 8 of the Loan Guarantee Agreement.

Sunnova Hestia I Borrower, LLC

▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

Houston, Texas 77046

Attention: Chief Financial Officer

Telephone: [***]

Email: [***]

Sunnova Hestia I Lender, LLC

▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

Houston, Texas 77046

Attention: Chief Financial Officer

Telephone: [***]

Email: [***]

Sunnova Hestia I Depositor, LLC

▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

Houston, Texas 77046

Attention: Chief Financial Officer

Telephone: [***]

Email: [***]

Sunnova Hestia I Issuer, LLC

▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

Houston, Texas 77046

Attention: Chief Financial Officer

Telephone: [***]

Email: [***]

Wilmington Trust, National Association

▇▇▇▇▇▇ Square North

▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇

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[***] = 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.

Wilmington, Delaware 19890

Attention: Corporate Trust Administration

Telephone: [***]

Email: [***]

(b) All notices or other communications required or permitted to be given under the Series Securitization Documents shall be in writing and shall be considered as properly given: (i) if delivered in person; (ii) if sent by overnight delivery service for domestic delivery or international courier for international delivery; (iii) in the event overnight delivery service or international courier service is not readily available, if mailed by first class mail (or airmail for international delivery), postage prepaid, registered or certified with return receipt requested; (iv) if sent by facsimile or telecopy with transmission verified; or (v) if transmitted by electronic mail, to the electronic mail address set forth in this Section 10.1 or in schedule 8 of the Loan Guarantee Agreement. Notice so given shall be effective upon delivery to the addressee, except that communication or notice so transmitted by facsimile or telecopy or other direct written electronic means shall be deemed to have been validly and effectively given on the day (if a Business Day and, if not, on the following Business Day) on which it is validly transmitted if transmitted before 5:00 p.m., recipient’s time, and if transmitted after that time, on the next following Business Day. Any party has the right to change its address for notice under any of the Series Securitization Documents to any other location by giving prior written notice to each of the other parties in the manner set forth hereinabove.

Section 10.2. Further Assurances. The Securitization Entities shall execute and deliver to the Guarantor (or its duly authorized representatives or agents) such additional documents and take such additional actions as the Guarantor may reasonably request to carry out the purposes of the Series Securitization Documents, or that the Guarantor may reasonably request in order to protect any right or interest granted or purported to be granted hereby or by the Series Securitization Documents or to enable the Guarantor to exercise and enforce its rights and remedies hereunder or thereunder.

Section 10.3. Waiver and Amendment.

(a) No failure or delay by the Guarantor in exercising any right or remedy shall operate as a waiver thereof. No single or partial exercise of any such right or remedy shall preclude any other or further exercise thereof or the exercise of any other right or remedy hereunder.

(b) The rights and remedies provided for herein are, to the extent permitted by law, cumulative and are not exclusive of any other rights or remedies provided by law or in any other Series Securitization Document. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion of any other appropriate right or remedy.

(c) Except as otherwise provided herein, neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing and executed by each party hereto.

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[***] = 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.

(d) Any amendment to, or waiver of, this Agreement or any other Series Securitization Document or any provision hereof or thereof that constitutes a ‘modification’ (as defined in section 502(9) of FCRA) that increases the amount of the Credit Subsidy Cost (as calculated in accordance with FCRA and OMB Circulars A-11 and A-129) shall, at the Guarantor’s discretion, be conditioned upon: increase to the Credit Subsidy Cost by the Sponsor; or (ii) the availability to the Guarantor of funds appropriated by the U.S. Congress to meet any such increase.

Section 10.4. Entire Agreement. This Agreement, including any agreement, document or instrument attached to this Agreement or referred to herein, integrates all the terms and conditions mentioned herein or incidental to this Agreement and supersedes all prior drafts, discussions, term sheets, commitments, negotiations, agreements and understandings, oral or written of the parties to this Agreement in respect to the subject matter of this Agreement made.

Section 10.5. Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the Federal law of the United States. To the extent that Federal law does not specify the appropriate rule of decision for a particular matter at issue, it is the intention and agreement of the parties to this Agreement that the law of the State of New York (without giving effect to its conflict of laws principles (except Section 5-1401 of the New York General Obligations Law)) shall be adopted as the governing Federal rule of decision.

Section 10.6. Severability. In case any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the parties hereto shall enter into good faith negotiations to replace the invalid, illegal or unenforceable provision with a provision as similar in its terms and purpose to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

Section 10.7. Limitation on Liability. No claim shall be made by any Securitization Entity against any the Guarantor or any of its Affiliates, directors, employees, attorneys or agents, including the Guarantor Consultants, for any indirect, exemplary or punitive damages (whether or not the claim therefor is based on contract, tort or duty imposed by law), in connection with, arising out of or in any way related to the transactions contemplated by this Agreement or the other Series Securitization Documents or any act or omission or event occurring in connection therewith, except in the case of fraud, gross negligence, bad faith or willful misconduct; and each Securitization Entity hereby waives, releases and agrees not to sue upon any such claim for any such damages (except for claims arising out of fraud, gross negligence, bad faith or willful misconduct), whether or not accrued, and whether or not known or suspected to exist in its favor.

Section 10.8. Waiver of Jury Trial. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY DISPUTE BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF THE BORROWER. THIS PROVISION IS A MATERIAL INDUCEMENT FOR EACH PARTY TO ENTER INTO THIS AGREEMENT AND THE OTHER SERIES SECURITIZATION DOCUMENTS.

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[***] = 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.

Section 10.9. Consent to Jurisdiction. By execution and delivery of this Agreement, each of the Agent, each Securitization Entity and the Guarantor irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding against it arising out of or in connection with this Agreement or any other Series Securitization Document, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of: (i) the courts of the United States for the District of Columbia; (ii) the courts of the United States in and for the Southern District of New York; (iii) any other federal court of competent jurisdiction in any other jurisdiction where it or any of its property may be found; and (iv) appellate courts from any of the foregoing;

(b) consents that any such action or proceeding may be brought in or removed to such courts, and waives any objection, or right to stay or dismiss any action or proceeding, that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees to irrevocably designate and appoint an agent satisfactory to the Guarantor for service of process in New York under this Agreement and any other Series Securitization Document governed by the laws of the State of New York, with respect to any action or proceeding in New York, as its authorized agent to receive, accept and confirm receipt of, on its behalf, service of process in any such proceeding. The Agent and each Securitization Entity each agrees that service of process, writ, judgment or other notice of legal process upon said agent shall be deemed, and held in every respect, to be of effective personal service upon it, and each such party shall maintain such appointment (or that of a successor satisfactory to the Guarantor) continuously in effect at all times while such party is obligated under this Agreement;

(d) agrees that nothing herein shall: (i) affect the right of the Guarantor to effect service of process in any other manner permitted by law; or (ii) limit the right of the Guarantor to commence proceedings against or otherwise sue the Agent or any Securitization Entity or any other Person in any other court of competent jurisdiction nor shall the commencement of proceedings in any one or more jurisdictions preclude the commencement of proceedings in any other jurisdiction (whether concurrently or not) if, and to the extent, permitted by the Applicable Laws; and

(e) agrees that any Non-Appealable judgment against it in any such action or proceeding shall be conclusive and may be enforced in any other jurisdiction within or outside the U.S. by suit on the judgment or otherwise as provided by law, a certified or exemplified copy of which judgment shall be conclusive evidence of the fact and amount of each Securitization Entity’s obligation.

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[***] = 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.

Section 10.10. Successors and Assigns.

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and permitted assigns.

(b) No party may assign or otherwise transfer any of its rights or obligations under this Agreement or under any Series Securitization Document without the prior written consent of the Guarantor, except for (i) a collateral assignment to a Capital Markets Trustee in connection with a Capital Markets Issuance, and (ii) a collateral assignment to a trustee, collateral agent, or other person acting in a similar role in connection with a Permitted Refinancing.

Section 10.11. Reinstatement. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of any Securitization Entity’s obligations hereunder, or any part thereof, is, pursuant to Applicable Laws, rescinded or reduced in amount, or must otherwise be restored or returned by Guarantor. In the event that any payment or any part thereof is so rescinded, reduced, restored or returned, such obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

Section 10.12. No Partnership; Etc. Nothing contained in this Agreement or in any other Series Securitization Document shall be deemed or construed to create a partnership, tenancy-in-common, joint tenancy, joint venture or co-ownership by, between or among the Guarantor, on one hand, and the Agent, any Securitization Entity or any other Person, on the other. The Guarantor shall not be in any way responsible or liable for the indebtedness, losses, obligations or duties of any Person with respect to the Project or otherwise.

Section 10.13. Acting Reasonably and in Good Faith; Discretion. Each party shall act reasonably and in good faith in the exercise of its rights under this Agreement, except where such party has the right to act in its “discretion” by the express terms of this Agreement. When a party has “discretion,” such party shall have the sole, absolute and unfettered discretion, with no obligation to act reasonably or provide reasons unless specifically required under the provisions of this Agreement. A party may exercise any termination right hereunder in its discretion.

Section 10.14. Indemnification.

(a) The Borrower (the “Indemnifying Party”) shall, whether or not the transactions herein contemplated are consummated, indemnify the Guarantor and its officers, directors, employees, representatives, attorneys and agents (each an “Indemnified Party”) from and hold each of them harmless against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding or inquiry (whether or not such Indemnified Party is a party thereto) arising out of or related to the entering into and performance of this Agreement or the disbursement of, or use of the proceeds of, the Guarantee or the consummation of any transactions contemplated herein, including the fees and expenses of counsel selected by such Indemnified Party incurred in connection with any such investigation, litigation or other proceeding or in connection with enforcing the provisions of this Section 10.14 (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct of the Indemnified Party or its officers, directors, employees, representatives, attorneys or agents, as the case may be, as determined pursuant to a final, Non-Appealable judgment by a court of competent jurisdiction) (collectively, “Indemnity Claims”).

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[***] = 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.

(b) Without limitation to the provisions of clause (a) above, each Indemnifying Party agrees to defend, indemnify and hold harmless each Indemnified Party and each of its respective directors, officers, shareholders, agents, employees, participants, successors and assigns, from and against any and all Indemnity Claims.

(c) All sums paid and costs incurred by any Indemnified Party with respect to any matter indemnified hereunder shall (i) bear interest at the Late Charge Rate applicable to this Agreement from the date an Indemnifying Party receives notice thereof from such Indemnified Party, until reimbursed by the Indemnifying Party, (ii) be added to the Secured Obligations, (iii) be secured by the Series Securitization Documents, and (iv) subject to the Borrower Priority of Payments, be immediately due and payable on demand. Each such Indemnified Party shall promptly notify the Indemnifying Party in a timely manner of any such amounts payable by the Indemnifying Party hereunder; provided that, any failure to provide such notice shall not affect the Indemnifying Party’s obligations under this Section 10.14.

(d) Each Indemnified Party within seven Business Days after the receipt of notice of the commencement of any action for which indemnity may be sought by it, or by any Person Controlling it, from an Indemnifying Party on account of the agreements contained in this Section 10.14, shall notify the Indemnifying Party in writing of the commencement thereof, but the failure of such Indemnified Party to so notify the Indemnifying Party of any such action shall not release the Indemnifying Party from any liability that it may have to such Indemnified Party.

(e) To the extent that the undertaking in the preceding clauses of this Section 10.14 may be unenforceable because it is violative of any law or public policy, the Indemnifying Party shall contribute the maximum portion that it is permitted to pay and satisfy, under Applicable Laws to the payment and satisfaction of such undertakings.

(f) The provisions of this Section 10.14 shall survive foreclosure under the Series Securitization Documents and satisfaction or discharge of the Secured Obligations, and shall be in addition to any other rights and remedies of any Indemnified Party.

(g) Any amounts payable by an Indemnifying Party pursuant to this Section 10.14 shall, subject to the Borrower Priority of Payments, be payable not later than the later of (i) ten (10) Business Days after the Indemnifying Party receives an invoice for such amounts from any applicable Indemnified Party, and (ii) five (5) Business Days prior to the date on which such Indemnified Party expects to pay such costs on account of which the Indemnifying Party’s indemnity hereunder is payable, and if not paid by such applicable date shall bear interest at the Late Charge Rate from and after such applicable date until paid in full.

(h) The Indemnifying Party shall be entitled, at its expense, to participate in the defense thereof; provided that, such Indemnified Party has the right to retain its own counsel, at the Indemnifying Party’s expense, and such participation by the Indemnifying Party in the defense thereof shall not release the Indemnifying Party of any liability that it may

- 23 -

[***] = 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.

have to such Indemnified Party. Any Indemnified Party against whom any Indemnity Claim is made shall be entitled, after consultation with the Indemnifying Party and upon consultation with legal counsel wherein such Indemnified Party is advised that such Indemnity Claim is meritorious, to compromise or settle any such Indemnity Claim. Any such compromise or settlement shall be binding upon the Indemnifying Party for purposes of this Section 10.14.

(i) Upon payment of any Indemnity Claim by the Indemnifying Party pursuant to this Section 10.14, the Indemnifying Party, without any further action, shall be subrogated to any and all claims that such Indemnified Party may have relating thereto, and such Indemnified Party shall at the request and expense of the Indemnifying Party co-operate with the Indemnifying Party and give at the request and expense of the Indemnifying Party such further assurances as are necessary or advisable to enable the Indemnifying Party vigorously to pursue such claims.

(j) Notwithstanding any other provision of this Section 10.14, the Indemnifying Party shall not be entitled to any: (i) notice; (ii) participation in the defense of; (iii) consent rights with respect to any compromise or settlement; or (iv) subrogation rights, in each case except as otherwise provided for pursuant to this Section 10.14 with respect to any action, suit or proceeding against the Indemnifying Party.

Section 10.15. Payments. (a) The Guarantor agrees that (i) the sole source of payment for any claim made under Section 10.14 or for on any other basis for a breach by any Securitization Entity under this Agreement shall be the funds deposited into the Collections Account (as defined in the Loan Agreement), (ii) the sole source of the funds described in clause (i) above shall be amounts available pursuant to the Borrower Priority of Payments set forth in section 5.07 of the Loan Agreement on such Loan Payment Date, which priorities of payments are hereby deemed to apply to the corresponding obligations owed or deemed owned by to the Guarantor hereunder.

(b) Guarantor agrees that its claims for payment for any breach of any Securitization Entity against Guarantor under this Agreement are subordinate to any claims deemed to rank senior in priority thereto as set forth in the Borrower Priority of Payments.

(c) Nothing in this Section 10.15 shall preclude Guarantor for making a separate claim against any other party under the Loan Guarantee Agreement to the extent such claim is not precluded from being paid under the Program Documents or the Series Securitization Documents.

Section 10.16. Counterparts. This Agreement may be executed in one or more duplicate counterparts and, when executed by all of the parties, shall constitute a single binding agreement. The delivery of an executed counterpart of this Agreement by electronic means, including by telecopy, facsimile or by portable document format (PDF) attachment to email, shall be as effective as delivery of an original executed counterpart of this Agreement.

Section 10.17. No Petition. The Guarantor, the Agent and each Securitization Entity each agree that, prior to the date that is one year and one day after the payment in full of all amounts payable with respect to the Guaranteed Loan, it shall not institute against the Capital Markets Issuer, the Borrower or the Lender, or join any other Person in instituting against the Capital Markets Issuer, the Borrower or the Lender, any Insolvency Proceedings under the laws of the United States or any State of the United States. This Section 10.17 shall survive the termination of this Agreement.

- 24 -

[***] = 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.

Section 10.18. Agent.

(a) The Lender hereby directs the Agent to execute this Agreement.

(b) The rights, benefits, protections, immunities and obligations of the “Agent” (as defined under the Loan Agreement) shall apply to the Agent, in such capacity, under this Agreement.

[signature pages follow]

- 25 -

[***] = 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.

IN WITNESS WHEREOF, the parties to this Agreement have caused this Agreement to be executed and delivered by their respective officers or representatives hereunto duly authorized as of the date first written above.

[Signature Page to Guarantee Issuance Agreement]

[***] = 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.

[Signature Page to Guarantee Issuance Agreement]

[***] = 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.

[Signature Page to Guarantee Issuance Agreement]

[***] = 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.

[Signature Page to Guarantee Issuance Agreement]

[***] = 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.

SCHEDULE 1

MINIMUM ELIGIBILITY CRITERIA

Sch. 1-1

[***] = 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.

Sch. 1-2

[***] = 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.

Sch. 1-3

[***] = 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.

Sch. 1-4

[***] = 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.

Sch. 1-5

[***] = 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.

Sch. 1-6

[***] = 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.

EXHIBIT A

Definitions

“ABS Notes” has the meaning set forth in the Recitals.

“Account Bank” means ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, National Association, a national banking association, in its capacity as the account bank under the Account Control Agreement, or such other Qualified Bank appointed pursuant to the Account Control Agreement, as the Guarantor may approve.

“Account Control Agreement” means (i) initially, the Account Control Agreement, dated as of the related Loan Closing Date, among a Borrower, the Agent and ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, National Association and (ii) thereafter, an Account Control Agreement, substantially in the form of the Account Control Agreement described in clause (i) of this definition among the Borrower, the Agent and an Account Bank.

“Action” means (a) any action, suit or proceeding by or before any Governmental Authority; (b) any investigation by a Governmental Authority; or (c) any arbitral proceeding.

“Affiliate” means with respect to any Person, any other Person that directly or indirectly Controls, or is under common Control with, or is Controlled by, such Person; provided that, in any event and for all purposes of the Program Documents and the Series Securitization Documents, the Sponsor or any Affiliate of the Sponsor shall be deemed an “Affiliate” of the Borrower.

“Agent” means Wilmington Trust, National Association, a national banking association, in its capacity as the collateral agent under the Guaranteed Loan, or such other successor entity appointed pursuant to the Account Control Agreement, as the Guarantor may approve.

“Aggregate Solar Loan Balance” has the meaning set forth in the Loan Agreement.

“Agreement” has the meaning set forth in the Preamble.

“Ancillary Equipment” means energy efficiency equipment and materials.

“Anticipated Repayment Date” has the meaning set forth in the Loan Agreement.

“Applicable Law” means, with respect to any Person, any constitution, statute, law, rule, regulation, code, ordinance, treaty, judgment, order or any published directive, guideline, requirement or other governmental rule or restriction which has the force of law, by or from a court, arbitrator or other Governmental Authority having jurisdiction over such Person or any of its properties, whether in effect as of the date of this Agreement or as of any date hereafter.

Exh. A-1

[***] = 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.

“Backup Servicer” means Wilmington Trust, National Association, a national banking association in its capacity as the backup servicer under a Backup Servicing Agreement, or such other successor entity as the Guarantor may approve.

“Backup Servicing Agreement” means the backup servicing agreement entered into from time to time between the Backup Servicer and a Borrower, as may be set forth in the applicable Servicing Agreement.

“Balance Sheet Refinancing” means any Refinancing pursuant to clause (ii) of the definition thereof with respect to all of the equity interests of the Eligible Lender.

“▇▇▇▇ System” means a battery energy storage system, together with its related equipment.

“Borrower” has the meaning specified in the Preamble.

“Borrower Available Funds” shall have the meaning set forth in the Loan Agreement.

“Borrower Priority of Payments” shall have the meaning set forth in the Loan Agreement.

“Business Day” has the meaning set forth in the Loan Agreement.

“Capital Lease” means, for any Person, any lease of (or other agreement conveying the right to use) any property of such Person that would be required, in accordance with GAAP, to be capitalized and accounted for as a capital lease on a balance sheet of such Person.

“Capital Markets Documents” means all agreements entered into by each Capital Markets Issuer in connection with the issuance of ABS Notes and the funding of a Guaranteed Loan extended by an Eligible Lender to the related Borrower.

“Capital Markets Issuance” means certain securitization transactions from time to time that finance the extension of Eligible Solar Loans relating to the Project.

“Capital Markets Issuer” has the meaning specified in the Recitals.

“Capital Markets Trustee” means, with respect to a Capital Markets Issuance related to the making of a Guaranteed Loan, Wilmington Trust, National Association, a national banking association, in its capacity as the trustee under the Capital Markets Documents, or such other entity as the Guarantor may approve.

“Collateral” has the meaning set forth in the Loan Agreement.

“Collection Account” has the meaning set forth in the Loan Agreement.

“Component 1 Interest Distribution Amount” means the Interest Distribution Amount (as described in the Loan Agreement) with respect to Loan Component 1.

Exh. A-2

[***] = 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.

“Consumer Obligor” means a borrower under a Customer Contract.

“Control” means the power, directly or indirectly, to direct or cause the direction of the management or business or policies of a Person (whether through the ownership of voting securities or partnership or other ownership interests, by contract, or otherwise); and the words “Controlling”, “Controlled”, and similar constructions shall have corresponding meanings.

“Credit and Underwriting Policies” means the credit and underwriting policies and procedures applied by the Originator to Eligible Solar Loans held by the Borrower.

“Credit Subsidy Cost” means the “cost of a loan guarantee”, as defined in section 502(5)(C) of FCRA.

“Custodian” has the meaning set forth in the Loan Agreement.

“Customer Contract” has the meaning set forth in the Loan Agreement.

“Customer Limited Warranty Agreement” means, (i) with respect to a PV System related to an Eligible Solar Loan, any separate warranty agreement provided by the Originator to a Consumer Obligor (which may be an exhibit to a Customer Contract) in connection with the performance and installation of the related PV System and/or ▇▇▇▇ System (which, in the case of a PV System, includes a minimum production guaranty level of [***]% solar energy production, as measured in kilowatt hours, for a specified time period for the PV System) related to the Eligible Solar Loan and compensates the Consumer Obligor for a shortfall and (ii) with respect to a PV System and/or ▇▇▇▇ System related to the Eligible Solar Loan, any limited warranty agreement provided by the Originator to a Consumer Obligor pursuant to which the Originator or its agents have agreed to repair or replace the PV System and/or ▇▇▇▇ System in accordance with the terms of the manufacturer’s warranty attached to such agreement and cover labor costs and certain out of warranty components for the relevant warranty term.

“Cut-Off Date” has the meaning set forth in the Loan Agreement.

“Dealer” means a third party with whom the Originator or any of its affiliate’s contracts to source potential customers and to design, install and service PV Systems and/or ▇▇▇▇ Systems.

“Debarment Regulations” means all of the following:

“Demand” has the meaning specified in Section 9.1.

“Demand Date” has the meaning specified in Section 9.2(a).

Exh. A-3

[***] = 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.

“Depositor” has the meaning set forth in the Recitals.

“DOE” has the meaning specified in the Preamble.

“DOE Component” has the meaning set forth in the Recitals.

“DOE Component Balance” means, with respect to the DOE Component of the Guaranteed Loan, $0.00 plus all principal payments made by the Guarantor as of such date of determination minus all principal payments made towards repayment of the DOE Component as of such date of determination.

“DOE Guaranteed Interest Amount” means, with respect to the Guaranteed Loan, the Guaranteed Loan Percentage of the outstanding interest due and unpaid on Loan Component 1 and Loan Component 2.

“DOE Guaranteed Principal Amounts” means with respect to the Guaranteed Loan, (a) any repayment of principal with respect to Loan Component 1 (i) upon the Loan Maturity Date, or (ii) upon the occurrence of a Loan Event of Default and acceleration thereunder; and (b) any required Loan Component 1 Parity Principal Payments.

“DOE Reimbursable Amounts” mean the amounts reimbursable to the Guarantor in respect of: (i) DOE Guaranteed Principal ▇▇▇▇▇▇▇ reflected in the outstanding DOE Component Balance of the DOE Component; and (ii) DOE Guaranteed Interest Amounts.

“Dollars” or “$” means the lawful currency of the United States.

“Eligibility Criteria” means, with respect to any Guaranteed Loan, the criteria set forth in the applicable Loan Agreement relating to Solar Loans.

“Eligible Lender” means each special purpose limited liability company formed from time to time in the state of Delaware extending a Guaranteed Loan having satisfied each condition of an “Eligible Lender” as set out in Section 609.2 of the of the Title XVII Regulations.

“Eligible Solar Loans” has the meaning set forth in the Loan Agreement.

“Environmental Laws” means any Applicable Law in effect as of the relevant Loan Closing Date or thereafter, and in each case as amended, regulating, relating to or imposing obligations, liability or standards of conduct concerning or otherwise relating to (a) pollution, protection of human or animal health or safety or the environment, including flora and fauna, or Releases or threatened Releases of pollutants, contaminants, chemicals, radiation or industrial, toxic or hazardous substances or wastes, including Hazardous Substances, or (b) the generation, manufacture, processing, distribution, use, treatment, storage, recycling, disposal, transport, or handling of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes, including Hazardous Substances.

Exh. A-4

[***] = 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.

“Equipment Replacement Reserve Deposit” has the meaning set forth in the Loan Agreement.

“Equipment Replacement Reserve Required Balance” has, with respect to any Guaranteed Loan, the meaning ascribed to such term in the applicable Loan Agreement.

“Equity Interest” means any and all shares, interest, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) the common or preferred equity or preference share capital of an entity, including partnership interests, voting interests, limited liability interests and trust beneficial interests; provided, that for the avoidance of doubt, no ABS Note will be considered an Equity Interest under this definition.

“Excluded Amounts” has the meaning set forth in Section 2.2.

“FCRA” means the Federal Credit Reform Act of 1990, P.L. 101-508, 104 Stat. 1388-609 (1990), as amended by P.L. 105-33, 111 Stat. 692 (1997).

“FERC” means the Federal Energy Regulatory Commission or any successor agency.

“Governmental Approval” means any approval, consent, authorization, license, permit, order, certificate, qualification, waiver, exemption, or variance, or any other action of a similar nature, of or by a Governmental Authority, including any of the foregoing that under Applicable Law are or may be deemed given or withheld by failure to act within a specified time period.

“Governmental Authority” means any federal, state, county, municipal, or regional authority, or any other entity of a similar nature, exercising any executive, legislative, judicial, regulatory, or administrative function of government.

“Governmental Judgment” means with respect to any Person, any judgment, order, decision, or decree, or any act of a similar nature, of or by a Governmental Authority having jurisdiction over such Person or any of its properties.

“Guarantee” has the meaning set forth in Section 2.1.

“Guarantee Payment” has the meaning set forth in Section 9.4.

“Guarantee Payment Date” has the meaning set forth in Section 9.4.

“Guarantee Request” means the written request in compliance with the Borrower’s obligations pursuant to Article 2 and attached as Exhibit DD to the Loan Guarantee Agreement.

“Guarantee Termination Event” has the meaning set forth in Article 8.

“Guaranteed Amounts” has the meaning set forth in Section 2.1.

“Guaranteed Loan” has the meaning set forth in the Recitals.

-Exh. A-5

[***] = 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.

“Guaranteed Loan Percentage” means, initially, 90.00% of the Initial Outstanding Guaranteed Loan Balance.

“Guarantor” has the meaning set forth in the Preamble.

“Guarantor Consultants” means, collectively, the Independent Engineer, ▇▇▇▇▇ & ▇▇▇▇▇ LLP, as legal counsel to the Guarantor, and any other advisor or consultant retained by the Guarantor from time to time in connection with each Guaranteed Loan, the Project, the Program Documents, the Series Securitization Documents or the Marketing Materials.

“Guarantor Extraordinary Expenses” means, in connection with any technical, financial, legal or other difficulty experienced by the Project (e.g., engineering failure or financial workouts) that requires the Guarantor to incur time or expenses (including third-party expenses) beyond standard monitoring and administration of the Program Documents and the Series Securitization Documents, the amounts that the Guarantor reasonably determines are required to: (i) reimburse the Guarantor’s additional internal administrative costs (including any costs to determine whether an amendment or modification would be required that could constitute a “modification” (as defined in section 502(9) of FCRA)); and (ii) any related fees and expenses of the Guarantor Consultants to the extent not paid directly by on or behalf of the Borrower.

“Guarantor Fees” has the meaning set forth in Section 4.3.

“Hazardous Substance” means any hazardous or toxic substances, chemicals, materials, pollutants or wastes defined, listed, classified or regulated as such in or under any Environmental Laws, including: (i) any petroleum or petroleum products (including gasoline, crude oil or any fraction thereof), flammable explosives, radioactive materials, asbestos in any form that is or could become friable, urea formaldehyde foam insulation and polychlorinated biphenyls; (ii) any chemicals, materials or substances defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic pollutants,” “contaminants” or “pollutants,” or words of similar import, under any applicable Environmental Law; and (iii) any other chemical, material or substance, import, storage, transport, use or disposal of, or exposure to or Release of which is prohibited, limited or otherwise regulated under, or for which liability is imposed pursuant to, any Environmental Law.

“Hedging Agreement” means any agreement or instrument (including a cap, swap, collar, option, forward purchase agreement or other similar derivative instrument) relating to the hedging of any interest under any Indebtedness.

“Hestia Holdings” has the meaning set forth in the Recitals.

“Indebtedness” means as to any Person, and at any date, without duplication:

Exh. A-6

[***] = 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.

“Indebtedness for Borrowed Money” means as to any Person, without duplication, (i) all indebtedness (including principal, interest, fees and charges) of such Person for borrowed money or for the deferred purchase price of property or services (other than any deferral (x) in connection with the provision of credit in the ordinary course of business by any trade creditor or utility, or (y) of any amounts payable under the Program Documents or the Series Securitization Documents); or (ii) the aggregate amount required to be capitalized under any Capital Lease under which such Person is the lessee.

Exh. A-7

[***] = 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.

“Indemnified Party” has the meaning set forth in Section 10.14.

“Indemnifying Party” has the meaning set forth in Section 10.14.

“Indemnity Claims” has the meaning set forth in Section 10.14.

“Independent Engineer” means ▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLC, acting as engineering advisor to the Guarantor, or a replacement thereof retained at the Guarantor’s discretion.

“Initial Outstanding Guaranteed Loan Balance” has the meaning set forth in the Recitals.

“Initial Percentage Interest Distribution Methodology” has the meaning set forth in the Loan Agreement.

“Insolvency Proceeding” means any bankruptcy, insolvency, liquidation, company reorganization, restructuring, controlled management, suspension of payments, scheme of arrangement, appointment of provisional liquidator, receiver or administrative receiver, notification, resolution, or petition for winding up or similar proceeding, under any Applicable Law, in any jurisdiction and whether voluntary or involuntary.

“Intermediate Companies” means each of the Sponsor, Intermediate Holdings, Hestia Holdings, the Depositor, the Capital Markets Issuer and the Eligible Lender.

“Intermediate Holdings” has the meaning set forth in the Recitals.

“Investment Company Act” means The United States Investment Company Act of 1940, as amended from time to time.

“KBRA” means ▇▇▇▇▇ Bond Rating Agency, LLC, so long as it is a nationally recognized statistical rating organization, or any successor entity.

“Knowledge” means with respect to any Person, the actual knowledge of any Principal Persons of such Person or any knowledge that should have been obtained by any Principal Person of such Person upon reasonable investigation and inquiry.

“Late Charge Rate” means, with respect to any Indemnity Claim, the rate of interest determined in this Agreement with respect to the related Guaranteed Loan.

“Lender” has the meaning set forth in the Preamble.

“Lender Account” has the meaning set forth in the Loan Agreement.

Exh. A-8

[***] = 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.

“Lien” means, with respect to any asset, any mortgage, deed of trust, lien, pledge, charge, security interest, easement or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected or effective under Applicable Law.

“Loan Agreement” has the meaning set forth in the Recitals.

“Loan Closing Date” means November 8, 2023.

“Loan Component” has the meaning set forth in the Recitals.

“Loan Component 1” has the meaning set forth in the Recitals.

“Loan Component 1 Balance” means, with respect to Loan Component 1 of the Guaranteed Loan, the Initial Outstanding Guaranteed Loan Balance applicable to such Loan Component 1 minus all principal payments made on such Loan Component 1 as of such date of determination, including, for the avoidance of doubt, all payments made by the Guarantor as principal.

“Loan Component 1 Parity Principal Payment” means with respect to any Loan Payment Date, if, after giving effect to the application of Borrower Available Funds pursuant to the Borrower Priority of Payments, the Loan Component 1 Parity Ratio is greater than 100%, an amount that would, if paid in respect of Loan Component 1, cause the Loan Component 1 Parity Ratio to be equal to 100%

“Loan Component 1 Parity Ratio” means as of any date of determination, a fraction expressed as a percentage, the numerator of which is the outstanding Loan Component 1 Balance and the denominator of which is the product of: (a) 90.00%; and (b) the Aggregate Solar Loan Balance, in each case, as of such date.

“Loan Component 2” has the meaning set forth in the Recitals.

“Loan Event of Default” means each “Event of Default” determined pursuant to the Loan Agreement.

“Loan Guarantee Agreement” has the meaning specified in the Recitals.

“Loan Guarantee Commitment Authority” the loan guarantee commitment authority for Project Hestia (Loan No. 1426) with the Sponsor, evidenced by the OMB-approved “Apportionment and Reapportionment Schedule (Standard Form 132)” received by the Guarantor.

“Loan Maturity Date” means the “Maturity Date” determined pursuant to the Loan Agreement.

“Loan Note” means the promissory note issued by a Borrower to evidence a Guaranteed Loan.

Exh. A-9

[***] = 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.

“Loan Payment Date” means the “Payment Date” determined pursuant to the Loan Agreement.

“Management Agreement” means the management agreement, dated as of the Loan Closing Date between the Manager and the Borrower.

“Manager” means Sunnova ABS Management, LLC, a Delaware limited liability company and wholly owned direct subsidiary of the Sponsor, in its capacity as manager under a Management Agreement, or such other successor entity as the Guarantor may approve.

“Market Refinancing” means any Refinancing carried out on arms’ length terms and collateralized by all of the equity interests of the Eligible Lender and with respect to which the cashflows of the indebtedness issued or incurred in such Refinancing are primarily dependent upon the Guaranteed Loan, involving (i) the issuance of securities (or incurrence by the issuer or borrower, as the case may be, of indebtedness in whatever form) in a bona fide securitization or similar debt capital markets transaction and marketed by an investment bank acting as placement agent, underwriter or initial purchaser to institutional investors pursuant to Rule 144A and/or Regulation S, in each case under the Securities Act, with respect to which an offering document is provided to investors in advance of pricing of the transaction and such investors accept risk which is linked indirectly to the Guaranteed Loan, (ii) the issuance of securities (or incurrence by the issuer or borrower, as the case may be, of indebtedness in whatever form) in a bona fide securitization or similar debt transaction carried out as a private placement pursuant to Section 4(a)(2) of the Securities Act, with respect to which investors accept risk which is linked indirectly to the Guaranteed Loan, (iii) any asset-backed or warehouse credit facility the lender(s) of which is or are any commercial bank, financial institution or other entity (including asset-backed commercial paper conduits of the foregoing) that is engaged in the business of making or purchasing solar loans or similar financial assets, with respect to which such lenders accept risk which is linked directly or indirectly to the Guaranteed Loan.

“Marketing Materials” means the preliminary offering circular and the final offering circular, any term sheets, any investor presentation, any material furnished to the Rating Agencies and all other disclosure documents or other written marketing materials used by the Capital Markets Issuer, the Sponsor or their agents in connection with the issuance of ABS Notes and the funding of a Guaranteed Loan extended by an Eligible Lender to the related Borrower.

“Material Adverse Effect” means, as of any date of determination, in the sole discretion of the Guarantor, a material and adverse effect on: (i) the Project; (ii) the ability of the Borrower or any other Transaction Party to observe and perform its material obligations in a timely manner under any Program Document or Series Securitization Document to which it is a party; (iii) the business, operations, condition (financial or otherwise) or property of the Borrower or any other Transaction Party; (iv) the validity or enforceability of any material provision of any Program Document or Series Securitization Document; (v) any material right or remedy of the Guarantor under the Program Documents or Series Securitization Documents; or (vi) the security or Liens of the Secured Parties on any of the Collateral under any Series Securitization Document.

“Minimum Eligibility Criteria” means the criteria set forth in Schedule 1 hereto.

Exh. A-10

[***] = 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.

“Monthly Risk-Based Charge” has the meaning set forth in Section 4.3.1(a).

“Non-Appealable” means, with respect to any judgment or finding, unless otherwise agreed by the Guarantor, (a) such judgment or finding is not subject to any pending appeal, intervention or similar proceeding or any unsatisfied condition which may result in modification or revocation, and (b) all applicable appeal periods have expired (except for any judgment or finding which does not have any limit on an appeal period under Applicable Law).

“OFAC” means the Office of Foreign Assets Control, agency of the United States Department of the Treasury under the auspices of the Under-Secretary of the Treasury for Terrorism and Financial Intelligence.

“Ongoing Expenses” has the meaning set forth in Section 4.3.1(b).

“Open Refinancing Period” means the period from and after the date that is six months prior to the Anticipated Repayment Date (or equivalent with respect to the immediately preceding consummated Market Refinancing, if any).

“Organizational Documents” means with respect to any Person: (i) to the extent such Person is a corporation, the certificate or articles of incorporation and the by-laws of such Person; (ii) to the extent such Person is a limited liability company, the certificate of formation or articles of formation or organization and operating or limited liability company agreement of such Person; and (iii) to the extent such Person is a partnership, joint venture, trust or other form of business, the partnership, joint venture, trust or other applicable agreement of formation or organization, and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization or formation of such Person.

“Originator” means Sunnova Energy Corporation, a Delaware corporation.

“Performance Guarantor” means Sunnova Energy Corporation, a Delaware corporation, in its capacity as the performance guarantor under the Performance Guaranty, or such other successor entity as the Guarantor may approve.

“Performance Guaranty” means the limited performance guaranty, dated as of the Loan Closing Date, between the Performance Guarantor and the Borrower, pursuant to which the Performance Guarantor will guarantee: (a) certain obligations of the Servicer under the Servicing Agreement; (b) certain obligations of the Manager under the Management Agreement; and (c) certain obligations of the Depositor under the Sale and Contribution Agreement.

“Periodic Expenses” means all of the following amounts from time to time due under or in connection with the Program Documents or Series Securitization Documents: (i) recordation and other costs, fees and charges in connection with the execution, delivery, filing, registration, or performance of the Program Document or Series Securitization Documents or the perfection of the security interests in the Collateral; (ii) fees, charges, and expenses of any Guarantor Consultants; (iii) other fees, charges, expenses and other amounts from time to time due under or in connection with the Program Documents or Series Securitization Documents; and (iv) Guarantor Extraordinary Expenses.

Exh. A-11

[***] = 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.

“Permitted Liens” means:

“Permitted Refinancing” means a Balance Sheet Refinancing or a Market Refinancing with respect to which all of the following conditions have been satisfied as of the closing date of such Refinancing:

Exh. A-12

[***] = 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.

Exh. A-13

[***] = 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.

“Person” means any individual, firm, corporation, company, voluntary association, partnership, limited liability company, limited liability partnership, joint venture, trust, unincorporated organization, Governmental Authority, committee, department, authority or any other body, incorporated or unincorporated, whether having distinct legal personality or not.

“Post-ARD Additional Interest Amounts” has the meaning set forth in the Loan Agreement.

“Principal Persons” means any officer, director, beneficial owner of 10% or more of the Equity Interests that are not publicly traded securities, other natural persons (whether or not an employee) with executive responsibilities over a Securitization Entity or Intermediate Company or who has practical control over a Securitization Entity or Intermediate Company, and each of their respective successors or assigns.

“Program Documents” means, (a) the Loan Guarantee Agreement and (b) all other documents entered into by a Transaction Party in connection with the Loan Guarantee Agreement which is not a Series Securitization Document.

“Prohibited Person” means any Person that is:

Exh. A-14

[***] = 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.

“Project” means, collectively, the (a) Eligible Solar Loans and (b) digital engagement technologies that will integrate with the consumer’s PV Systems and ▇▇▇▇ Systems that the Sponsor designs and installs at the residential homes of its customers throughout the United States and its Territories as part of its distributed energy business, and will allow consumers to review their energy costs and consumption to provide them the ability to change energy use behaviors, resulting in the reduction of greenhouse gas emissions and providing the ability to enhance home electrification, integrate load controls and smart appliances and support grid stability support through demand-side management.

“PV System” means solar photovoltaic electric generation systems.

“Qualified Bank” means a bank or branch office in New York, New York organized under or licensed as a branch under the laws of the United States or any state thereof with outstanding unguaranteed and unsecured long-term Indebtedness that is rated “[***]” or better by S&P and/or “[***]” or better by ▇▇▇▇▇’▇ (and if the applicable rating is “[***]” by S&P or “[***]” by ▇▇▇▇▇’▇, such rating is not on negative watch).

“Rating Agency” means KBRA or, if KBRA is not a Rating Agency providing a rating on both the Guaranteed Loans and the ABS Notes for such issuance, any other nationally recognized statistical rating organization requested by the Sponsor and consented to by the Guarantor (such consent not to be unreasonably withheld). For the avoidance of doubt, if KBRA is rating both the ABS Notes and the Guaranteed Loans, no consent shall be required for any additional rating agencies.

“Refinancing” means any transaction (including any Permitted Refinancing) entered into after the Loan Closing Date involving (i) the issuance or incurrence of new indebtedness (including a refinancing of the ABS Notes) either directly or indirectly backed by or secured by the equity interests of the Eligible Lender or the Guaranteed Loan and/or (ii) a transaction where the then-outstanding financing backed by or secured by the equity interests of the Eligible Lender or the Guaranteed Loan is repaid and the Guaranteed Loan remains outstanding following such repayment.

Exh. A-15

[***] = 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.

“Refinancing Documents” means (a) for any Permitted Refinancing that involves the issuance of ABS Notes, the Series Securitization Documents of the type described in clause (a) through (i) of such definition and (b) for any Permitted Refinancing that does not involve the issuance of ABS Notes, the applicable loan agreement, indenture, servicing documents, asset transfer documents, and security documents governing such Permitted Refinancing.

“Release” means disposing, discharging, injecting, spilling, leaking, leaching, dumping, pumping, pouring, emitting, escaping, emptying, seeping, placing and the like, into or upon any land or water or air, or otherwise entering into the environment.

“Required Approvals” means all Governmental Approvals and other consents and approvals of third parties necessary or required under Applicable Law or any contractual obligation for: (i) the due execution, delivery recordation, filing or performance by any Securitization Entity or Transaction Party of any Program Document or Series Securitization Document to which such Securitization Entity or Transaction Party is or is to be a party; (ii) the grant by the Borrower of the Liens granted pursuant to the Series Securitization Documents; (iii) the perfection or maintenance of the Liens created under the Series Securitization Documents (including the first priority nature thereof); (iv) the exercise by any Secured Party of its rights under any of the Program Documents or Series Securitization Documents or the remedies in respect of the Collateral pursuant to the Series Securitization Documents; (v) the operation or maintenance of the Project; or (vi) the Borrower’s ownership of the Project.

“Required Rating” means, with respect to either the Guaranteed Loans or the ABS Notes corresponding to Loan Component 2, a long-term credit rating of no less than BB (or equivalent) from the Rating Agency.

“Sale and Contribution Agreement” has the meaning set forth in the Recitals.

“Sanctions” means any economic or financial sanctions, or trade embargoes or restrictive measures, implemented, administered or enforced by OFAC or any other agency or instrumentality of the U.S. Government, including through rules, regulations or directives, and any U.S. Executive Orders imposing economic or financial sanctions on any individuals, entities or foreign countries or regimes.

“Secured Obligations” means all amounts, without duplication, owing to any Secured Party under the Series Securitization Documents, including:

Exh. A-16

[***] = 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.

“Secured Parties” means the Guarantor, the Agent and the related Eligible Lender or their successors or assigns, as their respective interests may appear.

“Securities Act” means the United States Securities Act of 1933, as amended.

“Securitization Entities” or “Securitization Entity” means the Depositor, the Capital Markets Issuer, the Lender and the Borrower.

“Series Securitization Documents” means, (a) this Agreement; (b) the Loan Agreement; (c) the Loan Note; (d) the Sale and Contribution Agreement; (e) the Servicing Agreement; (f) the Management Agreement; (g) the Backup Servicing Agreement; (h) the Performance Guaranty; (i) the Capital Markets Documents; (j) all documents necessary or appropriate to create and perfect a first-priority security interest over all of the Collateral, including the security agreements, the account agreement(s); (k) all consents and agreements in respect of the Servicing Agreement; and (l) any other document, certificate, filing instrument or agreement entered into by a Transaction Party after the date hereof that is designated as a “Series Securitization Document” by the Guarantor (but in each case excluding any legal opinions, certificates, general deliverables or similar documents).

“Servicer” means (i) initially, Sunnova ABS Management, LLC, a Delaware limited liability company and wholly owned direct subsidiary of the Sponsor, in its capacity as servicer under a Servicing Agreement, (ii) if a servicer termination event has occurred, the Backup Servicer, or (iii) such other entity as the Guarantor may approve.

“Servicing Agreement” means the servicing agreement, dated as of the Loan Closing Date between the Servicer and the Borrower, pursuant to which the Servicer will act as the servicer of the Customer Contracts owned by the Borrower.

“Solar Loans” means consumer loans deployed by the Sponsor.

“Sponsor” has the meaning set forth in the Preamble.

“Sponsor Entities” means any Securitization Entity and each of the Sponsor, any Intermediate Companies, the Performance Guarantor, the Servicer, the Manager and any of their Affiliates party to a Program Document or Securitization Document, and each of their respective successors and assigns.

Exh. A-17

[***] = 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.

“Taxes” means all taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority, including any interest, penalties or additions thereto imposed in respect thereof.

“Title XVII” has the meaning specified in the Recitals.

“Title XVII Regulations” means the regulations with respect to Title XVII, at 10 CFR Part 609, and any other applicable regulations from time to time promulgated to implement Title XVII.

“Transaction Accounts” means the accounts established pursuant to a Loan Agreement.

“Transaction Party” means each party to all documents (other than legal opinions) relating to the Loan Guarantee Agreement, the Capital Markets Issuance and each Guaranteed Loan, including, for the avoidance of doubt, each Program Document and Series Securitization Document.

Exh. A-18

[***] = 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.

EXHIBIT B

Rules of Interpretation

For all purposes of this Agreement, including Exhibits, Schedules, Annexes and Appendices hereto, unless otherwise indicated or required by the context:

Exh. B-1

[***] = 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.

Exh. B-2

[***] = 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.

EXHIBIT C

Form of Demand Letter

[Project Number 1426 A]

Date: [_______________], 20[__]

United States Department of Energy

Loan Programs Office

▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇

Washington, D.C. 20585

Attn: Director, Portfolio Management

Email: [***]

with a copy to (which copy shall not constitute notice):

▇▇▇▇▇ & ▇▇▇▇▇ LLP

▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇

New York, NY 10020

Attn: [***]

Email: [***]

Re: Project Hestia (LPO Loan Number 1426)

1. Reference is made to the Guarantee Issuance Agreement, dated as of November 8, 2023 (the “Agreement”), by and among Sunnova ABS Management, LLC, a Delaware limited liability company, as Servicer and Manager, the U.S. Department of Energy, acting by and through the Secretary of Energy, (the “Guarantor”), as Guarantor, Sunnova Energy Corporation, a Delaware corporation, as Sponsor, Sunnova Hestia I Borrower, LLC, a Delaware limited liability company, (the “Borrower”) as Borrower, Sunnova Hestia I Lender, LLC, a Delaware limited liability company, (the “Lender”) as Lender, and Wilmington Trust, National Association, a national banking association, (the “Agent”) as Agent.

2. Capitalized terms used but not defined herein shall have the meaning assigned to them in the Agreement.

3. Pursuant to Section 9.4 of the Agreement, we submit to you this Demand Letter and hereby certify that, on and as of the date hereof, the Guaranteed Amounts remain unpaid and the Borrower’s payment default has remained unremedied past the period allowed for cure under the terms of the Loan Agreement.

4. The aggregate amount of DOE Guaranteed Principal Amounts due and unpaid as of the date hereof is $[__].

5. The outstanding DOE Guaranteed Interest Amounts due and unpaid, as determined by [insert basis for determination], as of the date hereof is $[______].

Exh. C-1

[***] = 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.

6. The amount thereof remaining outstanding is $[____] (the “Guaranteed Amounts”)

The Guarantor is hereby requested and instructed to pay to the Agent, for the benefit of the Lender, by payment to the bank and the account referred to below, promptly, but in no event later than the 60th day following the date of delivery of this Demand Letter (or, if not delivered on a Business Day, the next succeeding Business Day), the above Guaranteed Amounts.

Bank: Manufacturers & Traders Trust Co/Wilmington Trust N.A.

Account Number: [***]

ABA Number: [***]

Code: [__]

Beneficiary: Wilmington Trust, National Association, as Agent

To induce you to make such payment and as provided in the Agreement, we further certify that (i) the payment requested under this Demand Letter complies with Section 9.2 of the Agreement, (iii) we have complied with all terms and conditions of the Agreement; (iv) no Guarantee Termination Event has occurred; (v) attached hereto as Appendix A is a true, correct and complete copy of the latest monthly servicing report; (vi) attached hereto as Appendix B is a true, correct and complete copy of the Collection Account statement; and (vii) the making and submission of this Demand Letter by the Agent has been duly authorized by and on behalf of the Lender, through all appropriate action.

Exh. C-2

[***] = 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.