FORM OF NOTE PURCHASE AGREEMENT SUPPLEMENT
This NOTE PURCHASE AGREEMENT SUPPLEMENT NO. [ ], dated as of [ ], (this NPA Supplement), is among SUNNOVA RAYS I ISSUER, LLC (the Issuer), SUNNOVA RAYS I DEPOSITOR, LLC (the Depositor), SUNNOVA RAYS I MANAGEMENT, LLC (as Servicer, as Manager and as Facility Administrator and, together with the Issuer and Depositor, collectively, the Sunnova Parties), and the Purchasers named on Annex A hereto (the Purchasers).
Reference is made to (i) the Indenture, dated as of March 28, 2019, among the Issuer and Wilmington Trust, National Association, as indenture trustee (in such capacity, the Indenture Trustee), as supplemented by the Indenture Supplement No. [ ], dated as of [ ], (as so supplemented, the Indenture), among the Issuer, and the Indenture Trustee, and (ii) the Note Purchase Agreement, dated as of March 28, 2019, (the Note Purchase Agreement), among the Sunnova Parties and the Purchasers named therein. Capitalized terms used herein but not defined shall have the meanings set forth in the Indenture or the Note Purchase Agreement, as applicable.
Section 1. Series [ ] Notes.
(a) Pursuant to the Indenture, the Issuer shall issue, and the Purchasers shall purchase, on [ ] (the Closing Date) (i) a new Series of Class A Notes designated as the Series [ ] Class A Notes (the Series [ ] Class A Notes) [and/or] (ii) a new Series of Class B Notes designated as the Series [ ] Class B Notes (the Series [ ] Class B Notes and, together with the Series [ ] Class A Notes, the Series [ ] Notes).
(b) The parties are entering into this NPA Supplement pursuant to the Note Purchase Agreement to confirm their understanding of the terms of the Series [ ] Notes. Except to the extent modified by this NPA Supplement, all terms and conditions of the Note Purchase Agreement are hereby ratified, confirmed and incorporated herein. [Each Purchaser not originally a party to the Note Purchase Agreement hereby (i) represents that it is familiar with the terms and conditions contained in the Note Purchase Agreement, (ii) represents that it is in compliance with such terms and conditions as of the date hereof, and (iii) covenants that it shall comply with, adhere to, assume all of the obligations imposed upon it as the Purchaser under and otherwise be bound by the terms and conditions of the Note Purchase Agreement.]
(c) Upon satisfaction of the conditions precedent set forth in the Indenture and the Note Purchase Agreement, the Issuer shall sell and the Purchasers shall severally purchase the Series [ ] Notes in the principal amounts of each Class as set forth beside its respective name in Annex A hereto. The purchased Series [ ] Notes shall be registered in the names and denominations set forth in Annex A hereto.
(d) Immediately after giving effect to the issuance of the Series [ ] Notes on the Closing Date, the Outstanding Note Balance for (i) all Class A Notes of all Series is $[ ] and (ii) all Class B Notes of all Series is $[ ].
[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.