FIFTH SUPPLEMENTAL INDENTURE
This Fifth Supplemental Indenture (this Supplemental Indenture), dated as of June 26, 2019 and effective as of the Effective Date, is by and among Sunnova Energy Corporation (the Issuer) and Wilmington Trust, National Association, as trustee (the Trustee) relating to those certain 9.50% Senior Secured Convertible Notes due 2021 (each a Note and collectively, the Notes) of the Issuer, issued pursuant to the Indenture, dated as of April 24, 2017 (as amended by that certain First Supplemental Indenture, dated as of November 21, 2017, that certain Second Supplemental Indenture, dated May 31, 2018, that certain Third Supplemental Indenture, dated as of January 18, 2019, and that certain Fourth Supplemental Indenture dated as of April 5, 2019 and as otherwise amended, amended and restated, supplemented or otherwise modified from time to time, the Indenture), by and between the Issuer, the Trustee and Wilmington Trust, National Association, as collateral trustee.
WHEREAS, the Board of Directors of the Issuer has approved, contingent upon the consent of the requisite parties, including the Noteholders, the Issuers incurrence of $15,000,000 in new subordinated indebtedness (together with any PIK payments in respect thereof, the New Subordinated Indebtedness) pursuant to the promissory note, which is convertible into Series C Convertible Preferred Stock of the Issuer in accordance with its terms;
WHEREAS, the Issuer desires to supplement the Indenture to permit the incurrence and performance of the New Subordinated Indebtedness;
WHEREAS, Section 9.02 of the Indenture provides that (i) Sections 4.07 and 11.01 of the Indenture, Section 9 of the Note and any definitions related thereto may be amended with the consent of the Issuer and the holders of at least a majority in principal amount of the Notes then outstanding and (ii) Sections 4.03 and 4.04 of the Indenture and any definitions related thereto may be amended with the consent of the Issuer and the holders of at least 66 2/3% in principal amount of the Notes then outstanding (such consents, the Requisite Consents);
WHEREAS, the Trustee has received the documents required to be delivered to it pursuant to the Indenture, including evidence of the Requisite Consents from the holders as evidenced by the consent of Cede & Co., nominee for The Depository Trust Company, to the execution and delivery of this Supplemental Indenture;
WHEREAS, Section 9.03 of the Indenture provides that an amendment to the Indenture and the Notes shall become effective upon the Requisite Consents, the receipt by the Trustee of the Opinion of Counsel and Officers Certificate required under Sections 9.05 and 14.04 of the Indenture and the execution by the Trustee of the Supplemental Indenture; and
WHEREAS, all actions and documents required for the execution and delivery by the Trustee of this Supplemental Indenture have been taken and/or provided and this Supplemental Indenture is authorized pursuant to the Indenture.
NOW, THEREFORE, the Issuer and the Trustee hereby agree as follows:
Section 1. Defined Terms; Other Definitional Provisions. As used in this Supplemental Indenture, each of the terms defined in the opening paragraph and the Recitals above shall have the meanings assigned to such terms therein. Each term defined in the Indenture and used herein without definition shall have the meaning assigned to such term in the Indenture, unless expressly provided to the