[Reserved]
92
Section 10.23.
Additional Paying Agent Provisions
92
Section 10.24.
Acknowledgement Regarding Any Supported QFCs
92
SCHEDULE I
-
Eligibility Criteria
SCHEDULE II
-
The Collection Account, the Supplemental Reserve Account, the Liquidity
Reserve Account, the SAP Revenue Account, the Takeout Transaction Account, and
the Borrower's Account and the TEP Collateral Account
SCHEDULE III
-
[Reserved]
SCHEDULE IV
-
Scheduled Hedged SREC Payments
SCHEDULE V
-
Scheduled Host Customer Payments
SCHEDULE VI
-
Scheduled PBI Payments
SCHEDULE VII
-
Scheduled Managing Member Distributions
SCHEDULE VIII
-
Tax Equity Financing Documents
SCHEDULE IX
-
SAP Financing Documents
SCHEDULE X
-
SAP NTP Financing Documents
EXHIBIT A
-
Defined Terms
EXHIBIT B‐1
-
Form of Borrowing Base Certificate
EXHIBIT B‐2
-
Form of Notice of Borrowing
EXHIBIT C
-
[Reserved]
EXHIBIT D-1
-
Form of Class A Loan Note
EXHIBIT D-2
-
Form of Class B Loan Note
EXHIBIT E
-
Commitments
EXHIBIT F
-
Form of Assignment Agreement
EXHIBIT G
-
Form of Solar Service Agreement
EXHIBIT H
-
Form of Notice of Delayed Funding
EXHIBIT I
-
Delayed Funding Notice
EXHIBIT J
-
Form of Underwriting and Reassignment Credit Policy
-vii-
[***] = Certain information has been excluded from this exhibit because it is
both not material and would likely cause competitive harm to the company if
publicly disclosed.
--------------------------------------------------------------------------------
-viii-
[***] = Certain information has been excluded from this exhibit because it is
both not material and would likely cause competitive harm to the company if
publicly disclosed.
--------------------------------------------------------------------------------
CREDIT AGREEMENT
THIS CREDIT AGREEMENT (this "Agreement") is entered into as of September 6,
2019, by and among SUNNOVA TEP HOLDINGS, LLC, a Delaware limited liability
company (the "Borrower"), SUNNOVA TE MANAGEMENT, LLC, a Delaware limited
liability company, as Facility Administrator (in such capacity, the "Facility
Administrator"), the financial institutions from time to time parties hereto
(each such financial institution (including any Conduit Lender), a "Lender" and
collectively, the "Lenders"), each Funding Agent representing a group of
Lenders, CREDIT SUISSE AG, NEW YORK BRANCH ("CSNY"), as administrative agent (in
such capacity, the "Administrative Agent") for the Lenders, WELLS FARGO BANK,
NATIONAL ASSOCIATION, not in its individual capacity, but solely as Paying Agent
(as defined below), and U.S. BANK NATIONAL ASSOCIATION, as Verification Agent
(as defined below).
RECITALS
WHEREAS, the Borrower has requested that the Lenders provide loans to Borrower
in connection with its ownership interest in the Solar Asset Owner Member
Interests; and
WHEREAS, the Lenders are willing to provide such loans upon the terms and
subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
contained herein, the parties hereto agree as follows:
ARTICLE I
CERTAIN DEFINITIONS
Section 1.1.
Certain Definitions. Capitalized terms used but not otherwise
defined herein have the meanings given to them in Exhibit A attached hereto.
Section 1.2.
Computation of Time Periods. In this Agreement, in the
computation of periods of time from a specified date to a later specified date,
the word "from" means "from