THIS WAIVER AGREEMENT (this “Agreement”) is dated as of November 25, 2016 and is entered into by and among TERRAFORM POWER OPERATING, LLC, a Delaware limited liability company (“Borrower’’), the other Credit Parties party hereto, BARCLAYS BANK PLC (“Barclays”), as a Lender and as Administrative Agent (“Administrative Agent”) and the other Lenders party hereto, and is made with reference to that certain CREDIT AND GUARANTY AGREEMENT dated as of January 28, 2015 (as amended through the date hereof, the “Credit Agreement”) by and among Borrower, TERRAFORM POWER, LLC, a Delaware limited liability company (“Holdings”), the subsidiaries of Borrower named therein, the Lenders, the Administrative Agent, Collateral Agent and the other Agents named therein. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.
WHEREAS, pursuant to Section 5.1(b) of the Credit Agreement, Holdings is require to deliver to the Administrative Agent and Lenders certain financial statements and accompanying information with respect to the Fiscal Quarter
ended September 30, 2016 (“Q3 2016”) within 75 days after the end of such Fiscal Quarter;
WHEREAS, pursuant to Section 5.1(b) of the Credit Agreement, the delivery of the financial statements and accompanying information required to be delivered with respect to Q3 2016 shall be satisfied by delivery of unaudited quarterly consolidated financial statements of the Parent for the applicable Fiscal Quarter prepared in accordance with GAAP, so long as certain requirements regarding the Parent’s ownership and accounting treatment of Holdings under Section 5.1(q) of the Credit Agreement are satisfied, together with (x) comparisons to the corresponding figures for the corresponding Fiscal Quarter of the previous Fiscal Year, (y) a Financial Officer Certification and (z) information that explains in reasonable detail the differences, if any, between the information relating to Parent and any of its Subsidiaries other than Holdings and its Subsidiaries, on the one hand, and the information relating to Holdings and its Subsidiaries on a stand-alone basis, on the other hand (the “Q3 2016 Financial Information”);
WHEREAS, pursuant to Section 5.1(d) of the Credit Agreement, Holdings is required to deliver, together with each delivery of financial statements pursuant to Sections 5.1(b) and 5.1(c), a duly executed and completed Compliance Certificate and an updated organizational chart of Borrower in the form of Schedule 4.1 to the Credit Agreement;
WHEREAS, pursuant to Section 5.1(f) of the Credit Agreement, Holdings is required to deliver a certificate of an Authorized Officer to the Administrative Agent and Lenders upon any officer of Holdings or Borrower obtaining knowledge, among other things, of any condition or event that constitutes a Default or an Event of Default or that notice has been given to Holdings or Borrower with respect thereto;