Common use of Secretary’s Certificates Clause in Contracts

Secretary’s Certificates. The Administrative Agent shall have received: (i) a certificate from the Assistant Secretary of the Paying Agent, (ii) a certificate from the Secretary of each of the Parent, the Facility Administrator, Intermediate Holdco, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, SAP Seller, Financing Fund Seller, TEP Resources, the Borrower, the Managing Members, SAP and each Affiliate thereof that is party to a Transaction Document (a) attesting to the resolutions of such Person’s members, managers or other governing body authorizing its execution, delivery, and performance of this Agreement and the other Transaction Documents to which it is a party, (b) authorizing specific Responsible Officers for such Person to execute the same, and (c) attesting to the incumbency and signatures of such specific Responsible Officers; (iii) copies of governing documents, as amended, modified, or supplemented prior to the Amendment and Restatement Date of each of the Parent, Intermediate Holdco, Financing Fund Seller, SAP Seller, TEP Resources, the Borrower, the Managing Members, SAP, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, the Facility Administrator and each Affiliate thereof that is party to a Transaction Document, in each case certified by a Responsible Officer of such Person; and (iv) a certificate of status with respect to each of the Parent, Intermediate Holdco, Financing Fund Seller, SAP Seller, TEP Resources, the Borrower, the Managing Members, SAP, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, the Facility Administrator and each Affiliate thereof that is party to a Transaction Document dated within fifteen (15) days of the Amendment and Restatement Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such entity, which certificate shall indicate that such entity is in good standing in such jurisdiction.

Secretary’s Certificates. The Administrative Agent A signed certificate of the Secretary of Borrower which shall have received: certify (i) a certificate from copies of the Assistant Certificate of Incorporation (or other organizational document) of Borrower and each Subsidiary and all amendments thereto, certified by the Secretary of State of the Paying Agentstate of incorporation (or other appropriate authority) and dated within ten (10) days prior to Loan Closing, a copy of the Certificate of Incorporation (or other organizational document) of each Subsidiary and all amendments thereto, certified by the Secretary of Borrower as of the date of such certification; (ii) a certificate from copy of the Bylaws of Borrower and each Subsidiary and all amendments thereto certified by the Secretary of Borrower and each such Subsidiary as of the Parent, the Facility Administrator, Intermediate Holdco, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, SAP Seller, Financing Fund Seller, TEP Resources, the Borrower, the Managing Members, SAP and each Affiliate thereof that is party to a Transaction Document (a) attesting to the resolutions date of such Person’s members, managers or other governing body authorizing its execution, delivery, and performance of this Agreement and the other Transaction Documents to which it is a party, (b) authorizing specific Responsible Officers for such Person to execute the same, and (c) attesting to the incumbency and signatures of such specific Responsible Officerscertification; (iii) copies of governing documentsresolutions, as amendedadopted by Borrower's and each Subsidiary's Board of Directors, modifiedapproving the execution, delivery and performance, as applicable, of this Agreement, the Debentures, the Guaranties and the other Loan Documents, including the transactions contemplated herein, stating that such resolutions have been duly adopted, are true and correct, have not been altered or supplemented prior to repealed and are in full force and effect; (iv) certificates of good standing (or other similar instrument) for Borrower and each Subsidiary issued by the Amendment appropriate official of the state of incorporation of Borrower and Restatement Date each Subsidiary and certificates of qualification and good standing for Borrower and each Subsidiary issued by the appropriate official of each of the Parent, Intermediate Holdco, Financing Fund Seller, SAP Seller, TEP Resources, the Borrower, the Managing Members, SAP, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, the Facility Administrator states for which Borrower and each Affiliate thereof that Subsidiary is party required to be qualified to do business as a Transaction Documentforeign corporation, in each case certified by a Responsible Officer of such Persondated within ten (10) days prior to Loan Closing; and (ivv) the names of the officers of Borrower and each Subsidiary authorized to sign the Loan Documents to be executed by such officer, together with the true signatures of each such officer. It is herewith stipulated and agreed that the Lender may thereafter rely conclusively on the validity of this certificate as a certificate representation of status the officers of Borrower and each Subsidiary duly authorized to act with respect to each the Loan Documents until such time as the Lender shall receive a further certificate of the Parent, Intermediate Holdco, Financing Fund Seller, SAP Seller, TEP Resources, the Borrower, the Managing Members, SAP, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, the Facility Administrator Secretary or Assistant Secretary of Borrower and each Affiliate thereof that is party to a Transaction Document dated within fifteen (15) days Subsidiary canceling or amending the prior certificate and submitting the signatures of the Amendment and Restatement Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such entity, which certificate shall indicate that such entity is in good standing officers thereupon authorized in such jurisdictionfurther certificate.

Secretary’s Certificates. The Administrative Agent shall have received: received a certificate of the secretary or assistant secretary of (1) each of the Borrowers certifying as to the incumbency and genuineness of the signature of each officer of such Borrower executing this Agreement and certifying that attached thereto is a true, correct and complete copy of (i) the certificate of formation or comparable Governing Documents, if any, of such Borrower and all amendments thereto, certified as of a certificate from recent date by the Assistant Secretary appropriate Governmental Authority in such Borrower’s jurisdiction of the Paying Agentorganization, (ii) a certificate from the Secretary Governing Documents of each such Borrower as in effect on the date of such certifications, (iii) resolutions duly adopted by the Parentboard of directors or comparable governing body of such Borrower authorizing, as applicable, the Facility Administrator, Intermediate Holdco, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, SAP Seller, Financing Fund Seller, TEP Resources, transactions contemplated hereunder and the Borrower, the Managing Members, SAP and each Affiliate thereof that is party to a Transaction Document (a) attesting to the resolutions of such Person’s members, managers or other governing body authorizing its execution, delivery, delivery and performance of this Agreement and (iv) certificates as of a recent date of the other Transaction Documents to which it is a partygood standing or active status, (b) authorizing specific Responsible Officers for as applicable, of such Person to execute Borrower under the same, laws of its jurisdiction of organization and under the laws of each jurisdiction where such Borrower owns any Properties and (c2) attesting each of the Guarantors and Sponsor certifying as to the incumbency and signatures genuineness of the signature of each officer of such specific Responsible Officers; Guarantor and Sponsor, as applicable, executing this Agreement and certifying that attached thereto is a true, correct and complete copy of (i) the certificate of formation or comparable Governing Documents, if any, of such Guarantor or Sponsor and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in such Guarantor’s or Sponsor’s jurisdiction of organization, (ii) the Governing Documents of such Guarantor or Sponsor as in effect on the date of such certifications, (iii) copies resolutions duly adopted by the board of directors or comparable governing documentsbody of such Guarantor or Sponsor authorizing, as amended, modified, or supplemented prior to the Amendment and Restatement Date of each of the Parent, Intermediate Holdco, Financing Fund Seller, SAP Seller, TEP Resourcesapplicable, the Borrowertransactions contemplated hereunder and the execution, the Managing Members, SAP, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, the Facility Administrator delivery and each Affiliate thereof that is party to a Transaction Document, in each case certified by a Responsible Officer performance of such Person; this Agreement and (iv) certificates as of a certificate of status with respect to each recent date of the Parentgood standing or active status, Intermediate Holdcoas applicable, Financing Fund Seller, SAP Seller, TEP Resources, of such Guarantor or Sponsor under the Borrower, the Managing Members, SAP, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, the Facility Administrator and each Affiliate thereof that is party to a Transaction Document dated within fifteen (15) days laws of the Amendment and Restatement Date, such certificate to be issued by the appropriate officer of the its jurisdiction of organization and short-form certificates as of a recent date of the good standing of such entity, which certificate shall indicate that Guarantor or Sponsor under the laws of each other jurisdiction where such entity Guarantor or Sponsor is in good standing in such jurisdictionqualified to do business and where a failure to be so qualified could have a reasonable likelihood of causing a Material Adverse Effect.

Secretary’s Certificates. The Administrative Agent shall have received: received (i) a certificate from the Assistant Secretary of the Verification Agent, and the Paying Agent, (ii) a certificate from the Secretary of each of the Parent, the Facility Administrator, Intermediate Holdco, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, SAP Seller, Financing Fund Seller, TEP Resources, the Borrower, the Managing Members, SAP and each Affiliate thereof that is party to a Transaction Document (a) attesting to the resolutions of such Person’s members, managers or other governing body authorizing its execution, delivery, and performance of this Agreement and the other Transaction Documents to which it is a party, (b) authorizing specific Responsible Officers for such Person to execute the same, and (c) attesting to the incumbency and signatures of such specific Responsible Officers; (iii) copies of governing documents, as amended, modified, or supplemented prior to the Second Amendment and Restatement Date of each of the Parent, Intermediate Holdco, Financing Fund Seller, SAP Seller, TEP Resources, the Borrower, the Managing Members, SAP, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, the Facility Administrator and each Affiliate thereof that is party to a Transaction Document, in each case certified by a Responsible Officer of such Person; and (iv) a certificate of status with respect to each of the Parent, Intermediate Holdco, Financing Fund Seller, SAP Seller, TEP Resources, the Borrower, the Managing Members, SAP, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, the Facility Administrator and each Affiliate thereof that is party to a Transaction Document dated within fifteen (15) days of the Second Amendment and Restatement Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such entity, which certificate shall indicate that such entity is in good standing in such jurisdiction.

Secretary’s Certificates. The Administrative Agent shall have received: received a certificate of the secretary or assistant secretary of (1) each of the Borrowers certifying as to the incumbency and genuineness of the signature of each officer of such Borrower executing this Agreement and certifying that attached thereto is a true, correct and complete copy of • the certificate of formation or comparable Governing Documents, if any, of such Borrower and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in such Borrower’s jurisdiction of organization, • the Governing Documents of such Borrower as in effect on the date of such certifications, • resolutions duly adopted by the board of directors or comparable governing body of such Borrower authorizing, as applicable, the transactions contemplated hereunder and the execution, delivery and performance of this Agreement, and • certificates as of a recent date of the good standing or active status, as applicable, of such Borrower under the laws of its jurisdiction of organization and short-form certificates as of a recent date of the good standing of such Borrower under the laws of each other jurisdiction where such Borrower is qualified to do business and where a failure to be so qualified would have a Material Adverse Effect, (2) the Master Property Manager certifying as to the incumbency and genuineness of the signature of each officer of the Master Property Manager executing this Agreement and certifying that attached thereto is a true, correct and complete copy of (i) the certificate of formation or comparable Governing Documents, if any, of Master Property Manager and all amendments thereto, certified as of a certificate from recent date by the Assistant Secretary appropriate Governmental Authority in Master Property Manager’s jurisdiction of the Paying Agentorganization, (ii) a certificate from the Secretary of each Governing Documents of the ParentMaster Property Manager as in effect on the date of such certifications, (iii) resolutions duly adopted by the board of directors or comparable governing body of Master Property Manager authorizing, as applicable, the Facility Administrator, Intermediate Holdco, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, SAP Seller, Financing Fund Seller, TEP Resources, transactions contemplated hereunder and the Borrower, the Managing Members, SAP and each Affiliate thereof that is party to a Transaction Document (a) attesting to the resolutions of such Person’s members, managers or other governing body authorizing its execution, delivery, delivery and performance of this Agreement and the other Transaction Documents to which it is a party, (b) authorizing specific Responsible Officers for such Person to execute the sameAgreement, and (civ) attesting certificates as of a recent date of the good standing or active status, as applicable, of Master Property Manager under the laws of its jurisdiction of organization and short-form certificates as of a recent date of the good standing of Master Property Manager under the laws of each other jurisdiction where Master Property Manager is qualified to do business and where a failure to be so qualified would have a Material Adverse Effect and (3) each of the Guarantors certifying as to the incumbency and signatures genuineness of the signature of each officer of such specific Responsible Officers; Guarantor executing this Agreement and certifying that attached thereto is a true, correct and complete copy of (i) the certificate of formation or comparable Governing Documents, if any, of such Guarantor and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in such Borrower’s jurisdiction of organization, (ii) the Governing Documents of such Borrower as in effect on the date of such certifications, (iii) copies resolutions duly adopted by the board of directors or comparable governing documentsbody of such Guarantor authorizing, as amended, modified, or supplemented prior to the Amendment and Restatement Date of each of the Parent, Intermediate Holdco, Financing Fund Seller, SAP Seller, TEP Resourcesapplicable, the Borrowertransactions contemplated hereunder and the execution, the Managing Membersdelivery and performance of this Agreement, SAP, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, the Facility Administrator and each Affiliate thereof that is party to a Transaction Document, in each case certified by a Responsible Officer of such Person; and (iv) certificates as of a certificate of status with respect to each recent date of the Parentgood standing or active status, Intermediate Holdcoas applicable, Financing Fund Seller, SAP Seller, TEP Resources, of such Guarantor under the Borrower, the Managing Members, SAP, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, the Facility Administrator and each Affiliate thereof that is party to a Transaction Document dated within fifteen (15) days laws of the Amendment and Restatement Date, such certificate to be issued by the appropriate officer of the its jurisdiction of organization and short-form certificates as of a recent date of the good standing of such entity, which certificate shall indicate that Guarantor under the laws of each other jurisdiction where such entity Guarantor is in good standing in such jurisdictionqualified to do business and where a failure to be so qualified would have a Material Adverse Effect.

Secretary’s Certificates. The Administrative Agent shall have received: received (i) a certificate from the Assistant Secretary of the Verification Agent, and the Paying Agent, (ii) a certificate from the Secretary of each of the Parent, the Facility Administrator, Intermediate Holdco, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, SAP Seller, Financing Fund Seller, TEP Resources, the Borrower, the Managing Members, SAP and each Affiliate thereof that is party to a Transaction Document (a) attesting to the resolutions of such Person’s members, managers or other governing body authorizing its execution, delivery, and performance of this Agreement and the other Transaction Documents to which it is a party, (b) authorizing specific Responsible Officers for such Person to execute the same, and (c) attesting to the incumbency and signatures of such specific Responsible Officers; (iii) copies of governing documents, as amended, modified, or supplemented prior to the Second Amendment and Restatement Date of each of the Parent, Intermediate Holdco, Financing Fund Seller, SAP Seller, TEP Resources, the Borrower, the Managing Members, SAP, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, the Facility Administrator and each Affiliate thereof that is party to a Transaction Document, in each case certified by a Responsible Officer of such Person; and (iv) a certificate of status with respect to each of the [***] = 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. Parent, Intermediate Holdco, Financing Fund Seller, SAP Seller, TEP Resources, the Borrower, the Managing Members, SAP, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, the Facility Administrator and each Affiliate thereof that is party to a Transaction Document dated within fifteen (15) days of the Second Amendment and Restatement Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such entity, which certificate shall indicate that such entity is in good standing in such jurisdiction.

Secretary’s Certificates. The Administrative Agent A signed certificate of the Secretary of ------------------------ Borrower and each Subsidiary which shall have received: certify (i) a certificate from copy of the Assistant Articles of Incorporation of Borrower and all amendments thereto, certified by the Secretary of State of the Paying Agentstate of incorporation and dated within ten (10) days prior to Loan Closing, a copy of the Articles of Incorporation of each Subsidiary and all amendments thereto, certified by the Secretary of each such Subsidiary as of the date of such certification; (ii) a certificate from copy of the Bylaws of Borrower and each Subsidiary and all amendments thereto certified by the Secretary of Borrower and each such Subsidiary as of the Parent, the Facility Administrator, Intermediate Holdco, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, SAP Seller, Financing Fund Seller, TEP Resources, the Borrower, the Managing Members, SAP and each Affiliate thereof that is party to a Transaction Document (a) attesting to the resolutions date of such Person’s members, managers or other governing body authorizing its execution, delivery, and performance of this Agreement and the other Transaction Documents to which it is a party, (b) authorizing specific Responsible Officers for such Person to execute the same, and (c) attesting to the incumbency and signatures of such specific Responsible Officerscertification; (iii) copies of governing documentsresolutions, as amendedadopted by Borrower's and each Subsidiary's Board of Directors, modifiedapproving the execution, delivery and performance, as applicable, of this Agreement, the Debentures, the Guaranties and the other Loan Documents, including the transactions contemplated herein, stating that such resolutions have been duly adopted, are true and correct, have not been altered or supplemented prior to repealed and are in full force and effect; (iv) certificates of good standing (or other similar instrument) for Borrower issued by the Amendment appropriate official of the state of incorporation of Borrower and Restatement Date certificates of qualification and good standing for Borrower issued by the appropriate official of each of the Parentstates for which Borrower is required to be qualified to do business as a foreign corporation, Intermediate Holdco, Financing Fund Seller, SAP Seller, TEP Resources, the Borrower, the Managing Members, SAP, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, the Facility Administrator and each Affiliate thereof that is party dated within ten (10) days prior to a Transaction Document, in each case certified by a Responsible Officer of such PersonLoan Closing; and (ivv) the names of the officers of Borrower authorized to sign the Loan Documents to be executed by such officer, together with the true signatures of each of such officers. It is herewith stipulated and agreed that the Lenders may thereafter rely conclusively on the validity of this certificate as a certificate representation of status the officers of Borrower and each Subsidiary duly authorized to act with respect to each the Loan Documents until such time as the Lenders shall receive a further certificate of the Parent, Intermediate Holdco, Financing Fund Seller, SAP Seller, TEP Resources, the Borrower, the Managing Members, SAP, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, the Facility Administrator Secretary or Assistant Secretary of Borrower and each Affiliate thereof that is party to a Transaction Document dated within fifteen (15) days Subsidiary canceling or amending the prior certificate and submitting the signatures of the Amendment and Restatement Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such entity, which certificate shall indicate that such entity is in good standing officers thereupon authorized in such jurisdictionfurther certificate.

Secretary’s Certificates. The Administrative Agent shall have received: received a certificate of the secretary or assistant secretary of (1) each of the Borrowers certifying as to the incumbency and genuineness of the signature of each officer of such Borrower executing this Agreement and certifying that attached thereto is a true, correct and complete copy of the certificate of formation or comparable Governing Documents, if any, of such Borrower and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in such Borrower’s jurisdiction of organization, the Governing Documents of such Borrower as in effect on the date of such certifications, resolutions duly adopted by the board of directors or comparable governing body of such Borrower authorizing, as applicable, the transactions contemplated hereunder and the execution, delivery and performance of this Agreement, and certificates as of a recent date of the good standing or active status, as applicable, of such Borrower under the laws of its jurisdiction of organization and short-form certificates as of a recent date of the good standing of such Borrower under the laws of each other jurisdiction where such Borrower is qualified to do business and where a failure to be so qualified would have a Material Adverse Effect, (2) the Master Property Manager certifying as to the incumbency and genuineness of the signature of each officer of the Master Property Manager executing this Agreement and certifying that attached thereto is a true, correct and complete copy of (i) the certificate of formation or comparable Governing Documents, if any, of Master Property Manager and all amendments thereto, certified as of a certificate from recent date by the Assistant Secretary appropriate Governmental Authority in Master Property Manager’s jurisdiction of the Paying Agentorganization, (ii) a certificate from the Secretary of each Governing Documents of the ParentMaster Property Manager as in effect on the date of such certifications, (iii) resolutions duly adopted by the board of directors or comparable governing body of Master Property Manager authorizing, as applicable, the Facility Administrator, Intermediate Holdco, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, SAP Seller, Financing Fund Seller, TEP Resources, transactions contemplated hereunder and the Borrower, the Managing Members, SAP and each Affiliate thereof that is party to a Transaction Document (a) attesting to the resolutions of such Person’s members, managers or other governing body authorizing its execution, delivery, delivery and performance of this Agreement and the other Transaction Documents to which it is a party, (b) authorizing specific Responsible Officers for such Person to execute the sameAgreement, and (civ) attesting certificates as of a recent date of the good standing or active status, as applicable, of Master Property Manager under the laws of its jurisdiction of organization and short-form certificates as of a recent date of the good standing of Master Property Manager under the laws of each other jurisdiction where Master Property Manager is qualified to do business and where a failure to be so qualified would have a Material Adverse Effect and (3) each of the Guarantors certifying as to the incumbency and signatures genuineness of the signature of each officer of such specific Responsible Officers; Guarantor executing this Agreement and certifying that attached thereto is a true, correct and complete copy of (i) the certificate of formation or comparable Governing Documents, if any, of such Guarantor and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in such Borrower’s jurisdiction of organization, (ii) the Governing Documents of such Borrower as in effect on the date of such certifications, (iii) copies resolutions duly adopted by the board of directors or comparable governing documentsbody of such Guarantor authorizing, as amended, modified, or supplemented prior to the Amendment and Restatement Date of each of the Parent, Intermediate Holdco, Financing Fund Seller, SAP Seller, TEP Resourcesapplicable, the Borrowertransactions contemplated hereunder and the execution, the Managing Membersdelivery and performance of this Agreement, SAP, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, the Facility Administrator and each Affiliate thereof that is party to a Transaction Document, in each case certified by a Responsible Officer of such Person; and (iv) certificates as of a certificate of status with respect to each recent date of the Parentgood standing or active status, Intermediate Holdcoas applicable, Financing Fund Seller, SAP Seller, TEP Resources, of such Guarantor under the Borrower, the Managing Members, SAP, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, the Facility Administrator and each Affiliate thereof that is party to a Transaction Document dated within fifteen (15) days laws of the Amendment and Restatement Date, such certificate to be issued by the appropriate officer of the its jurisdiction of organization and short-form certificates as of a recent date of the good standing of such entity, which certificate shall indicate that Guarantor under the laws of each other jurisdiction where such entity Guarantor is in good standing in such jurisdictionqualified to do business and where a failure to be so qualified would have a Material Adverse Effect.

Secretary’s Certificates. The Administrative Agent shall have received: (i) a certificate from the Assistant Secretary of the Paying Agent, (ii) a certificate from the Secretary of each of the Parent, the Facility Administrator, Intermediate Holdco, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, SAP Seller, Financing Fund Seller, TEP Resources, the Borrower, the Managing Members, SAP and each Affiliate thereof that is party to a Transaction Document (a) attesting to the resolutions of such Person’s members, managers or other governing [***] = 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. body authorizing its execution, delivery, and performance of this Agreement and the other Transaction Documents to which it is a party, (b) authorizing specific Responsible Officers for such Person to execute the same, and (c) attesting to the incumbency and signatures of such specific Responsible Officers; (iii) copies of governing documents, as amended, modified, or supplemented prior to the Amendment and Restatement Date of each of the Parent, Intermediate Holdco, Financing Fund Seller, SAP Seller, TEP Resources, the Borrower, the Managing Members, SAP, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, the Facility Administrator and each Affiliate thereof that is party to a Transaction Document, in each case certified by a Responsible Officer of such Person; and (iv) a certificate of status with respect to each of the Parent, Intermediate Holdco, Financing Fund Seller, SAP Seller, TEP Resources, the Borrower, the Managing Members, SAP, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, the Facility Administrator and each Affiliate thereof that is party to a Transaction Document dated within fifteen (15) days of the Amendment and Restatement Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such entity, which certificate shall indicate that such entity is in good standing in such jurisdiction.

Secretary’s Certificates. The Administrative Agent A signed certificate of the Secretary of Borrower which shall have received: certify (i) a certificate from copies of the Assistant Articles of Incorporation (or other organizational document) of Borrower and all amendments thereto, certified by the Secretary of State of the Paying Agentstate of incorporation (or other appropriate authority) and dated within ten (10) days prior to Loan Closing, (ii) a certificate from copy of the Bylaws of Borrower and all amendments thereto certified by the Secretary of each Borrower as of the Parent, the Facility Administrator, Intermediate Holdco, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, SAP Seller, Financing Fund Seller, TEP Resources, the Borrower, the Managing Members, SAP and each Affiliate thereof that is party to a Transaction Document (a) attesting to the resolutions date of such Person’s members, managers or other governing body authorizing its execution, delivery, and performance of this Agreement and the other Transaction Documents to which it is a party, (b) authorizing specific Responsible Officers for such Person to execute the same, and (c) attesting to the incumbency and signatures of such specific Responsible Officerscertification; (iii) copies of governing documentsresolutions, as amendedadopted by Borrower's Board of Directors, modifiedapproving the execution, delivery and performance, as applicable, of this Agreement, the Debentures, the Security Agreements, the Guaranty and the other Loan Documents, including the transactions contemplated herein, stating that such resolutions have been duly adopted, are true and correct, have not been altered or supplemented prior to repealed and are in full force and effect; (iv) certificates of good standing (or other similar instrument) for Borrower issued by the Amendment appropriate official of the state of incorporation of Borrower and Restatement Date certificates of qualification and good standing for Borrower issued by the appropriate official of each of the Parentstates for which Borrower is required to be qualified to do business as a foreign corporation, Intermediate Holdco, Financing Fund Seller, SAP Seller, TEP Resources, the Borrower, the Managing Members, SAP, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, the Facility Administrator and each Affiliate thereof that is party dated within ten (10) days prior to a Transaction Document, in each case certified by a Responsible Officer of such PersonLoan Closing; and (ivv) the names of the officers of Borrower authorized to sign the Loan Documents to be executed by such officer, together with the true signatures of each such officer. It is herewith stipulated and agreed that the Lender may thereafter rely conclusively on the validity of this certificate as a certificate representation of status the officers of Borrower duly authorized to act with respect to each the Loan Documents until such time as the Lender shall receive a further certificate of the Parent, Intermediate Holdco, Financing Fund Seller, SAP Seller, TEP Resources, Secretary or Assistant Secretary of Borrower canceling or amending the Borrower, prior certificate and submitting the Managing Members, SAP, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, the Facility Administrator and each Affiliate thereof that is party to a Transaction Document dated within fifteen (15) days signatures of the Amendment and Restatement Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such entity, which certificate shall indicate that such entity is in good standing officers thereupon authorized in such jurisdictionfurther certificate.

Secretary’s Certificates. The Administrative Agent shall have received: received a certificate of the secretary or assistant secretary of (1) each of the Borrowers certifying as to the incumbency and genuineness of the signature of each officer of such Borrower executing this Agreement and certifying that attached thereto is a true, correct and complete copy of (i) the certificate of formation or comparable Governing Documents, if any, of such Borrower and all amendments thereto, certified as of a certificate from recent date by the Assistant Secretary appropriate Governmental Authority in such Borrower’s jurisdiction of the Paying Agentorganization, (ii) a certificate from the Secretary Governing Documents of each such Borrower as in effect on the date of such certifications, (iii) resolutions duly adopted by the Parentboard of directors or comparable governing body of such Borrower authorizing, as applicable, the Facility Administrator, Intermediate Holdco, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, SAP Seller, Financing Fund Seller, TEP Resources, transactions contemplated hereunder and the Borrower, the Managing Members, SAP and each Affiliate thereof that is party to a Transaction Document (a) attesting to the resolutions of such Person’s members, managers or other governing body authorizing its execution, delivery, delivery and performance of this Agreement and (iv) certificates as of a recent date of the other Transaction Documents to which it is a partygood standing or active status, (b) authorizing specific Responsible Officers for as applicable, of such Person to execute Borrower under the same, laws of its jurisdiction of organization and under the laws of each jurisdiction where such Borrower owns any Properties and (c2) attesting each of the Guarantors and Sponsor certifying as to the incumbency and signatures genuineness of the signature of each officer of such specific Responsible Officers; Guarantor and Sponsor, as applicable, executing this Agreement and certifying that attached thereto is a true, correct and complete copy of (i) the certificate of formation or comparable Governing Documents, if any, of such Guarantor or Sponsor and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in such Guarantor’s or Sponsor’s jurisdiction of organization, (ii) the Governing Documents of such Guarantor or Sponsor as in effect on the date of such certifications, (iii) copies resolutions duly adopted by the board 77 of directors or comparable governing documentsbody of such Guarantor or Sponsor authorizing, as amended, modified, or supplemented prior to the Amendment and Restatement Date of each of the Parent, Intermediate Holdco, Financing Fund Seller, SAP Seller, TEP Resourcesapplicable, the Borrowertransactions contemplated hereunder and the execution, the Managing Members, SAP, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, the Facility Administrator delivery and each Affiliate thereof that is party to a Transaction Document, in each case certified by a Responsible Officer performance of such Person; this Agreement and (iv) certificates as of a certificate of status with respect to each recent date of the Parentgood standing or active status, Intermediate Holdcoas applicable, Financing Fund Seller, SAP Seller, TEP Resources, of such Guarantor or Sponsor under the Borrower, the Managing Members, SAP, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, the Facility Administrator and each Affiliate thereof that is party to a Transaction Document dated within fifteen (15) days laws of the Amendment and Restatement Date, such certificate to be issued by the appropriate officer of the its jurisdiction of organization and short-form certificates as of a recent date of the good standing of such entity, which certificate shall indicate that Guarantor or Sponsor under the laws of each other jurisdiction where such entity Guarantor or Sponsor is in good standing in such jurisdictionqualified to do business and where a failure to be so qualified could have a reasonable likelihood of causing a Material Adverse Effect.

Secretary’s Certificates. The Administrative Agent shall have received: (i) a certificate from the Assistant Secretary of the Paying Agent, (ii) a certificate from the Secretary of each of the Parent, the Facility Administrator, Intermediate Holdco, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, SAP Seller, Financing Fund Seller, TEP Resources, the Borrower, the Managing Members, SAP and each Affiliate thereof that is party to a Transaction Document (a) attesting to the resolutions of such Person’s members, managers or other governing body authorizing its execution, delivery, and performance of this Agreement and the other Transaction Documents to which it is a party, (b) authorizing specific Responsible Officers for such Person to execute the same, and (c) attesting to the incumbency and signatures of such specific Responsible Officers; (iii) copies of governing documents, as amended, modified, or supplemented prior to the Amendment and Restatement Date of each of the Parent, Intermediate Holdco, Financing Fund Seller, SAP Seller, TEP Resources, the Borrower, the Managing Members, SAP, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, the Facility Administrator and each Affiliate thereof that is party to a Transaction Document, in each case certified by a Responsible Officer of such Person; and (iv) a certificate of status with respect to each of the Parent, Intermediate Holdco, Financing Fund Seller, SAP Seller, TEP Resources, [***] = 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. the Borrower, the Managing Members, SAP, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, the Facility Administrator and each Affiliate thereof that is party to a Transaction Document dated within fifteen (15) days of the Amendment and Restatement Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such entity, which certificate shall indicate that such entity is in good standing in such jurisdiction.

Secretary’s Certificates. The Administrative Agent A signed certificate of the Secretary of Borrower which shall have received: certify (i) a certificate from copies of the Assistant Articles of Incorporation (or other organizational document) of Borrower and Borrower's Subsidiary and all amendments thereto, certified by the Secretary of State of the Paying Agentstate of incorporation (or other appropriate authority) and dated within ten (10) days prior to Loan Closing, a copy of the Articles of Incorporation (or other organizational document) of Borrower's Subsidiary and all amendments thereto, certified by the Secretary of Borrower as of the date of such certification; (ii) a certificate from copy of the Bylaws of Borrower and Borrower's Subsidiary and all amendments thereto certified by the Secretary of each Borrower and such Subsidiary as of the Parent, the Facility Administrator, Intermediate Holdco, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, SAP Seller, Financing Fund Seller, TEP Resources, the Borrower, the Managing Members, SAP and each Affiliate thereof that is party to a Transaction Document (a) attesting to the resolutions date of such Person’s members, managers or other governing body authorizing its execution, delivery, and performance of this Agreement and the other Transaction Documents to which it is a party, (b) authorizing specific Responsible Officers for such Person to execute the same, and (c) attesting to the incumbency and signatures of such specific Responsible Officerscertification; (iii) copies of governing documentsresolutions, as amendedadopted by Borrower's and Borrower's Subsidiary's Board of Directors, modifiedapproving the execution, delivery and performance, as applicable, of this Agreement, the Debentures, the Guaranty and the other Loan Documents, including the transactions contemplated herein, stating that such resolutions have been duly adopted, are true and correct, have not been altered or supplemented prior to repealed and are in full force and effect; (iv) certificates of good standing (or other similar instrument) for Borrower and Borrower's Subsidiary issued by the Amendment appropriate official of the state of incorporation of Borrower and Restatement Date Borrower's Subsidiary and certificates of qualification and good standing for Borrower and Borrower's Subsidiary issued by the appropriate official of each of the Parentstates for which Borrower and Borrower's Subsidiary is required to be qualified to do business as a foreign corporation, Intermediate Holdco, Financing Fund Seller, SAP Seller, TEP Resources, the Borrower, the Managing Members, SAP, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, the Facility Administrator and each Affiliate thereof that is party dated within ten (10) days prior to a Transaction Document, in each case certified by a Responsible Officer of such PersonLoan Closing; and (ivv) the names of the officers of Borrower and Borrower's Subsidiary authorized to sign the Loan Documents to be executed by such officer, together with the true signatures of each such officer. It is herewith stipulated and agreed that the Lender may thereafter rely conclusively on the validity of this certificate as a certificate representation of status the officers of Borrower and Borrower's Subsidiary duly authorized to act with respect to each the Loan Documents until such time as the Lender shall receive a further certificate of the Parent, Intermediate Holdco, Financing Fund Seller, SAP Seller, TEP Resources, Secretary or Assistant Secretary of Borrower and Borrower's Subsidiary canceling or amending the Borrower, prior certificate and submitting the Managing Members, SAP, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, the Facility Administrator and each Affiliate thereof that is party to a Transaction Document dated within fifteen (15) days signatures of the Amendment and Restatement Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such entity, which certificate shall indicate that such entity is in good standing officers thereupon authorized in such jurisdictionfurther certificate.

Secretary’s Certificates. The Administrative Agent shall have received: received a certificate of the secretary or assistant secretary of (1) each of the Borrowers certifying as to the incumbency and genuineness of the signature of each officer of such Borrower executing this Agreement and certifying that attached thereto is a true, correct and complete copy of (i) the certificate of formation or comparable Governing Documents, if any, of such Borrower and all amendments thereto, certified as of a certificate from recent date by the Assistant Secretary appropriate Governmental Authority in such Borrower’s jurisdiction of the Paying Agentorganization, (ii) a certificate from the Secretary Governing Documents of each such Borrower as in effect on the date of such certifications, (iii) resolutions duly adopted by the Parentboard of directors or comparable governing body of such Borrower authorizing, as applicable, the Facility Administrator, Intermediate Holdco, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, SAP Seller, Financing Fund Seller, TEP Resources, transactions contemplated hereunder and the Borrower, the Managing Members, SAP and each Affiliate thereof that is party to a Transaction Document (a) attesting to the resolutions of such Person’s members, managers or other governing body authorizing its execution, delivery, delivery and performance of this Agreement and the other Transaction Documents to which it is a party, (b) authorizing specific Responsible Officers for such Person to execute the sameAgreement, and (civ) attesting certificates as of a recent date of the good standing or active status, as applicable, of such Borrower under the laws of its jurisdiction of organization and short-form certificates as of a recent date of the good standing of such Borrower under the laws of each other jurisdiction where such Borrower is qualified to do business and where a failure to be so qualified would have a Material Adverse Effect, (2) the Master Property Manager certifying as to the incumbency and signatures genuineness of the signature of each officer of the Master Property Manager executing this Agreement and certifying that attached thereto is a true, correct and complete copy of (i) the certificate of formation or comparable Governing Documents, if any, of Master Property Manager and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in Master Property Manager’s jurisdiction of organization, (ii) the Governing Documents of the Master Property Manager as in effect on the date of such specific Responsible Officers; certifications, (iii) copies resolutions duly adopted by the board of directors or comparable governing documentsbody of Master Property Manager authorizing, as amended, modified, or supplemented prior to the Amendment and Restatement Date of each of the Parent, Intermediate Holdco, Financing Fund Seller, SAP Seller, TEP Resourcesapplicable, the Borrowertransactions contemplated hereunder and the execution, the Managing Membersdelivery and performance of this Agreement, SAP, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, the Facility Administrator and each Affiliate thereof that is party to a Transaction Document, in each case certified by a Responsible Officer of such Person; and (iv) certificates as of a certificate recent date of status with respect the good standing or active status, as applicable, of Master Property Manager under the laws of its jurisdiction of organization and short-form certificates as of a recent date of the good standing of Master Property Manager under the laws of each other jurisdiction where Master Property Manager is qualified to do business and where a failure to be so qualified would have a Material Adverse Effect and (3) each of the Parent, Intermediate Holdco, Financing Fund Seller, SAP Seller, TEP Resources, Guarantors certifying as to the Borrower, the Managing Members, SAP, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, the Facility Administrator incumbency and each Affiliate thereof that is party to a Transaction Document dated within fifteen (15) days genuineness of the Amendment signature of each officer of such Guarantor executing this Agreement and Restatement Datecertifying that attached thereto is a true, correct and complete copy of (i) the certificate of formation or comparable Governing Documents, if any, of such certificate to be issued Guarantor and all amendments thereto, certified as of a recent date by the appropriate officer Governmental Authority in such Borrower’s jurisdiction of organization, (ii) the Governing Documents of such Borrower as in effect on the date of such certifications, (iii) resolutions duly adopted by the board of directors or comparable governing body of such Guarantor authorizing, as applicable, the transactions contemplated hereunder and the execution, delivery and performance of this Agreement, and (iv) certificates as of a recent date of the good standing or active status, as applicable, of such Guarantor under the laws of its jurisdiction of organization and short-form certificates as of a recent date of the good standing of such entity, which certificate shall indicate that Guarantor under the laws of each other jurisdiction where such entity Guarantor is in good standing in such jurisdictionqualified to do business and where a failure to be so qualified would have a Material Adverse Effect.

Secretary’s Certificates. The Administrative Agent A signed certificate of the Secretary of Borrower which shall have received: certify (i) a certificate from copies of the Assistant Articles of Incorporation (or other organizational document) of Borrower and each Subsidiary and all amendments thereto, certified by the Secretary of State of the Paying Agentstate of incorporation (or other appropriate authority) and dated within ten (10) days prior to Loan Closing, a copy of the Articles of Incorporation (or other organizational document) of each Subsidiary and all amendments thereto, certified by the Secretary of Borrower as of the date of such certification; (ii) a certificate from copy of the Bylaws of Borrower and each Subsidiary and all amendments thereto certified by the Secretary of Borrower and each such Subsidiary as of the Parent, the Facility Administrator, Intermediate Holdco, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, SAP Seller, Financing Fund Seller, TEP Resources, the Borrower, the Managing Members, SAP and each Affiliate thereof that is party to a Transaction Document (a) attesting to the resolutions date of such Person’s members, managers or other governing body authorizing its execution, delivery, and performance of this Agreement and the other Transaction Documents to which it is a party, (b) authorizing specific Responsible Officers for such Person to execute the same, and (c) attesting to the incumbency and signatures of such specific Responsible Officerscertification; (iii) copies of governing documentsresolutions, as amendedadopted by Borrower's and each Subsidiary's Board of Directors, modifiedapproving the execution, delivery and performance, as applicable, of this Agreement, the Debentures, the Guaranties and the other Loan Documents, including the transactions contemplated herein, stating that such resolutions have been duly adopted, are true and correct, have not been altered or supplemented prior to repealed and are in full force and effect; (iv) certificates of good standing (or other similar instrument) for Borrower and each Subsidiary issued by the Amendment appropriate official of the state of incorporation of Borrower and Restatement Date each Subsidiary and certificates of qualification and good standing for Borrower and each Subsidiary issued by the appropriate official of each of the Parent, Intermediate Holdco, Financing Fund Seller, SAP Seller, TEP Resources, the Borrower, the Managing Members, SAP, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, the Facility Administrator states for which Agreement (Continued) -------------------------------------------------------------------------------- Borrower and each Affiliate thereof that Subsidiary is party required to be qualified to do business as a Transaction Documentforeign corporation, in each case certified by a Responsible Officer of such Persondated within ten (10) days prior to Loan Closing; and (ivv) the names of the officers of Borrower and each Subsidiary authorized to sign the Loan Documents to be executed by such officer, together with the true signatures of each such officer. It is herewith stipulated and agreed that the Lender may thereafter rely conclusively on the validity of this certificate as a certificate representation of status the officers of Borrower and each Subsidiary duly authorized to act with respect to each the Loan Documents until such time as the Lender shall receive a further certificate of the Parent, Intermediate Holdco, Financing Fund Seller, SAP Seller, TEP Resources, the Borrower, the Managing Members, SAP, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, the Facility Administrator Secretary or Assistant Secretary of Borrower and each Affiliate thereof that is party to a Transaction Document dated within fifteen (15) days Subsidiary canceling or amending the prior certificate and submitting the signatures of the Amendment and Restatement Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such entity, which certificate shall indicate that such entity is in good standing officers thereupon authorized in such jurisdictionfurther certificate.

Secretary’s Certificates. The Administrative Agent shall have received: (i) a certificate from the Assistant Secretary of the Paying Agent, (ii) a certificate from the Secretary of each of the Parent, the Facility Administrator, Intermediate Holdco, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, SAP Seller, Financing Fund Seller, TEP Resources, the Borrower, the Managing Members, SAP and each Affiliate thereof that is party to a Transaction Document (a) attesting to the resolutions of such Person’s members, managers or other governing body authorizing its execution, delivery, and performance of this Agreement and the other Transaction Documents to which it is a party, (b) authorizing specific Responsible Officers for such Person to execute the same, and (c) attesting to the incumbency and signatures of such specific Responsible Officers; (iii) copies of governing documents, as amended, modified, or supplemented prior to the Amendment and Restatement Date of each of the Parent, Intermediate Holdco, Financing Fund Seller, SAP Seller, TEP Resources, the Borrower, the Managing Members, SAP, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, the Facility Administrator and each Affiliate thereof that is party to a Transaction Document, in each case certified by a Responsible Officer of such Person; and (iv) a certificate of status with respect to each of the Parent, Intermediate Holdco, Financing Fund Seller, SAP Seller, TEP Resources, the Borrower, the Managing Members, SAP, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, the Facility Administrator and each Affiliate thereof that is party to a [***] = 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. Transaction Document dated within fifteen (15) days of the Amendment and Restatement Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such entity, which certificate shall indicate that such entity is in good standing in such jurisdiction.

Secretary’s Certificates. The Administrative Agent A signed certificate of the Secretary of Borrower which shall have received: certify (i) a certificate from copies of the Assistant Articles of Incorporation (or other organizational document) of Borrower and each Subsidiary and all amendments thereto, certified by the Secretary of State of the Paying Agentstate of incorporation (or other appropriate authority) and dated within ten (10) days prior to Loan Closing, a copy of the Articles of Incorporation (or other organizational document) of each Subsidiary and all amendments thereto, certified by the Secretary of Borrower as of the date of such certification; (ii) a certificate from copy of the Bylaws of Borrower and each Subsidiary and all amendments thereto certified by the Secretary of Borrower and each such Subsidiary as of the Parent, the Facility Administrator, Intermediate Holdco, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, SAP Seller, Financing Fund Seller, TEP Resources, the Borrower, the Managing Members, SAP and each Affiliate thereof that is party to a Transaction Document (a) attesting to the resolutions date of such Person’s members, managers or other governing body authorizing its execution, delivery, and performance of this Agreement and the other Transaction Documents to which it is a party, (b) authorizing specific Responsible Officers for such Person to execute the same, and (c) attesting to the incumbency and signatures of such specific Responsible Officerscertification; (iii) copies of governing documentsresolutions, as amendedadopted by Borrower's and each Subsidiary's Board of Directors, modifiedapproving the execution, delivery and performance, as applicable, of this Agreement, the Debenture, and the other Loan Documents, including the transactions contemplated herein, stating that such resolutions have been duly adopted, are true and correct, have not been altered or supplemented prior to repealed and are in full force and effect; (iv) certificates of good standing (or other similar instrument) for Borrower and each Subsidiary issued by the Amendment appropriate official of the state of incorporation of Borrower and Restatement Date each Subsidiary and certificates of qualification and good standing for Borrower and each Subsidiary issued by the appropriate official of each of the Parent, Intermediate Holdco, Financing Fund Seller, SAP Seller, TEP Resources, the Borrower, the Managing Members, SAP, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, the Facility Administrator states for which Borrower and each Affiliate thereof that Subsidiary is party required to be qualified to do business as a Transaction Documentforeign corporation, in each case certified by a Responsible Officer of such Persondated within ten (10) days prior to Loan Closing; and (ivv) the names of the officers of Borrower and each Subsidiary authorized to sign the Loan Documents to be executed by such officer, together with the true signatures of each such officer. It is herewith stipulated and agreed that the Lender may thereafter rely conclusively on the validity of this certificate as a certificate representation of status the officers of Borrower and each Subsidiary duly authorized to act with respect to each the Loan Documents until such time as the Lender shall receive a further certificate of the Parent, Intermediate Holdco, Financing Fund Seller, SAP Seller, TEP Resources, the Borrower, the Managing Members, SAP, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, the Facility Administrator Secretary or Assistant Secretary of Borrower and each Affiliate thereof that is party to a Transaction Document dated within fifteen (15) days Subsidiary canceling or amending the prior certificate and submitting the signatures of the Amendment and Restatement Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such entity, which certificate shall indicate that such entity is in good standing officers thereupon authorized in such jurisdictionfurther certificate.

Secretary’s Certificates. The Administrative Agent Lender shall have received: received a signed certificate of the Secretary of Borrower and each Guarantor which shall certify (i) a certificate from copies of the Assistant Articles of Incorporation (or other organizational document) of Borrower and each Guarantor and all amendments thereto, certified by the Secretary of State of the Paying Agent, state of incorporation (or other appropriate authority) and dated within ten (10) days prior to Loan Closing; (ii) a certificate from copy of the Bylaws of Borrower and each Guarantor and all amendments thereto certified by the Secretary of each Borrower and such Guarantor as of the Parent, the Facility Administrator, Intermediate Holdco, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, SAP Seller, Financing Fund Seller, TEP Resources, the Borrower, the Managing Members, SAP and each Affiliate thereof that is party to a Transaction Document (a) attesting to the resolutions date of such Person’s members, managers or other governing body authorizing its execution, delivery, and performance of this Agreement and the other Transaction Documents to which it is a party, (b) authorizing specific Responsible Officers for such Person to execute the same, and (c) attesting to the incumbency and signatures of such specific Responsible Officerscertification; (iii) copies of governing documentsresolutions, as amendedadopted by Borrower's and each Guarantor's Board of Directors, modifiedapproving the execution, delivery and performance, as applicable, of this Agreement, the Debentures, the Mortgage the Subsidiary Guaranty and the other Loan Documents, including the transactions contemplated herein, stating that such resolutions have been duly adopted, are true and correct, have not been altered or supplemented prior to repealed and are in full force and effect; (iv) certificates of good standing (or other similar instrument) for Borrower and each Guarantor issued by the Amendment appropriate official of the state of incorporation of Borrower and Restatement Date such Guarantor and certificates of qualification and good standing for Borrower and each Guarantor issued by the appropriate official of each of the Parentstates for which Borrower and such Guarantor is required to be qualified to do business as a foreign corporation, Intermediate Holdco, Financing Fund Seller, SAP Seller, TEP Resources, the Borrower, the Managing Members, SAP, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, the Facility Administrator and each Affiliate thereof that is party dated within ten (10) days prior to a Transaction Document, in each case certified by a Responsible Officer of such PersonLoan Closing; and (ivv) the names of the officers of Borrower and each Guarantor authorized to sign the Loan Documents to be executed by such officer, together with the true signatures of each such officer. It is herewith stipulated and agreed that the Lender may thereafter rely conclusively on the validity of this certificate as a certificate representation of status the officers of Borrower and the Guarantors duly authorized to act with respect to each the Loan Documents until such time as the Lender shall receive a further certificate of the Parent, Intermediate Holdco, Financing Fund Seller, SAP Seller, TEP Resources, Secretary or Assistant Secretary of Borrower or a Guarantor canceling or amending the Borrower, prior certificate and submitting the Managing Members, SAP, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, the Facility Administrator and each Affiliate thereof that is party to a Transaction Document dated within fifteen (15) days signatures of the Amendment and Restatement Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such entity, which certificate shall indicate that such entity is in good standing officers thereupon authorized in such jurisdictionfurther certificate.

Secretary’s Certificates. The Administrative Agent shall have received: received a certificate of the secretary or assistant secretary of (i) a certificate from the Assistant Secretary of the Paying Agent, (ii) a certificate from the Secretary of each of the ParentBorrowers certifying as to the incumbency and genuineness of the signature of each Responsible Officer of such Borrower executing this Agreement and certifying that attached thereto is a true, the Facility Administrator, Intermediate Holdco, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, SAP Seller, Financing Fund Seller, TEP Resources, the Borrower, the Managing Members, SAP correct and each Affiliate thereof that is party to a Transaction Document complete copy of (a) attesting the organizational documents, if any, of such Borrower and all amendments thereto, to the resolutions extent applicable certified as of a recent date by the appropriate Governmental Authority in such Borrower’s jurisdiction of organization and as in effect on the date of such Person’s memberscertification, managers or other governing body authorizing its execution(b) resolutions duly adopted by the Borrower authorizing, deliveryas applicable, the transactions contemplated hereunder and the execution and delivery of, and performance of its obligations under, this Agreement and the other Transaction Loan Documents to which it is a party, (b) authorizing specific Responsible Officers for such Person to execute the same, and (c) attesting certificates as of a recent date of the good standing or active status, as applicable, of such Borrower under the Laws of its jurisdiction of organization; (ii) the Limited Guarantor certifying as to the incumbency and signatures genuineness of the signature of each officer of the Limited Guarantor executing the Limited Guarantee, certifying that attached thereto is a true, correct and complete copy of (a) the certificate of formation or comparable governing documents, if any, of the Limited Guarantor and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in the Limited Guarantor’s jurisdiction of organization, (b) the governing documents of the Limited Guarantor as in effect on the date of such specific Responsible Officers; certifications, (c) resolutions duly adopted by the board of directors or comparable governing body of the Limited Guarantor authorizing, as applicable, the transactions contemplated hereunder and the execution and delivery of, and performance of its obligations under, the Limited Guaranty, and (d) certificates as of a recent date of the good standing or active status, as applicable, of the Limited Guarantor under the laws of its jurisdiction of organization, and (iii) copies the Property Manager certifying as to the incumbency and genuineness of the signature of each officer of the Property Manager executing the Property Management Agreement, certifying that attached thereto is a true, correct and complete copy of (a) the certificate of formation or comparable governing documents, as amendedif any, modified, or supplemented prior to the Amendment and Restatement Date of each of the ParentProperty Manager and all amendments thereto, Intermediate Holdco, Financing Fund Seller, SAP Seller, TEP Resources, the Borrower, the Managing Members, SAP, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, the Facility Administrator and each Affiliate thereof that is party to certified as of a Transaction Document, in each case certified by a Responsible Officer of such Person; and (iv) a certificate of status with respect to each of the Parent, Intermediate Holdco, Financing Fund Seller, SAP Seller, TEP Resources, the Borrower, the Managing Members, SAP, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, the Facility Administrator and each Affiliate thereof that is party to a Transaction Document dated within fifteen (15) days of the Amendment and Restatement Date, such certificate to be issued recent date by the appropriate officer Governmental Authority in the Property Manager’s jurisdiction of organization, (b) the governing documents of the Property Manager as in effect on the date of such certifications, (c) resolutions duly adopted by the board of directors or comparable governing body of the Property Manager authorizing, as applicable, the transactions contemplated hereunder and the execution and delivery of, and performance of its obligations under, the Property Management Agreement, and (d) certificates as of a recent date of the good standing or active status, as applicable, of the Property Manager under the laws of its jurisdiction of organization of such entity, which certificate shall indicate that such entity is in good standing in such jurisdictionorganization.

Secretary’s Certificates. The Administrative Agent A signed certificate of the Secretary of Borrower which shall have received: certify (i) a certificate from copies of the Assistant Articles of Incorporation (or other organizational document) of Borrower and each Subsidiary and all amendments thereto, certified by the Secretary of State of the Paying Agentstate of incorporation (or other appropriate authority) and dated within ten (10) days prior to Loan Closing, a copy of the Articles of Incorporation (or other organizational document) of each Subsidiary and all amendments thereto, certified by the Secretary of Borrower as of the date of such certification; (ii) a certificate from copy of the Bylaws of Borrower and each Subsidiary and all amendments thereto certified by the Secretary of Borrower and each such Subsidiary as of the Parent, the Facility Administrator, Intermediate Holdco, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, SAP Seller, Financing Fund Seller, TEP Resources, the Borrower, the Managing Members, SAP and each Affiliate thereof that is party to a Transaction Document (a) attesting to the resolutions date of such Person’s members, managers or other governing body authorizing its execution, delivery, and performance of this Agreement and the other Transaction Documents to which it is a party, (b) authorizing specific Responsible Officers for such Person to execute the same, and (c) attesting to the incumbency and signatures of such specific Responsible Officerscertification; (iii) copies of governing documentsresolutions, as amendedadopted by Borrower’s and each Subsidiary’s Board of Directors, modifiedapproving the execution, delivery and performance, as applicable, of this Agreement, the Debentures, the Guaranties and the other Loan Documents, including the transactions contemplated herein, stating that such resolutions have been duly adopted, are true and correct, have not been altered or supplemented prior to repealed and are in full force and effect; (iv) certificates of good standing (or other similar instrument) for Borrower and each Subsidiary issued by the Amendment appropriate official of the state of incorporation of Borrower and Restatement Date each Subsidiary and certificates of qualification and good standing for Borrower and each Subsidiary issued by the appropriate official of each of the Parent, Intermediate Holdco, Financing Fund Seller, SAP Seller, TEP Resources, the Borrower, the Managing Members, SAP, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, the Facility Administrator states for which Borrower and each Affiliate thereof that Subsidiary is party required to be qualified to do business as a Transaction Documentforeign corporation, in each case certified by a Responsible Officer of such Persondated within ten (10) days prior to Loan Closing; and (ivv) the names of the officers of Borrower and each Subsidiary authorized to sign the Loan Documents to be executed by such officer, together with the true signatures of each such officer. It is herewith stipulated and agreed that the Lender may thereafter rely conclusively on the validity of this certificate as a certificate representation of status the officers of Borrower and each Subsidiary duly authorized to act with respect to each the Loan Documents until such time as the Lender shall receive a further certificate of the Parent, Intermediate Holdco, Financing Fund Seller, SAP Seller, TEP Resources, the Borrower, the Managing Members, SAP, Sunnova Inventory Holdings, Sunnova Inventory Pledgor, TEP Inventory, the Facility Administrator Secretary or Assistant Secretary of Borrower and each Affiliate thereof that is party to a Transaction Document dated within fifteen (15) days Subsidiary canceling or amending the prior certificate and submitting the signatures of the Amendment and Restatement Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such entity, which certificate shall indicate that such entity is in good standing officers thereupon authorized in such jurisdiction.further certificate. (g) “Legal Opinion. Legal opinions from counsel to Borrower and its U.S. subsidiaries in form and substance satisfactory to the Lender and its counsel. (h)