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•	risks related to the transition to Brookfield Asset Management Inc. sponsorship, including our ability to realize the expected benefits of the sponsorship;

•	risks related to wind conditions at our wind assets or to weather conditions at our solar assets;

•	risks related to the effectiveness of our internal controls over financial reporting;

•	pending and future litigation;

•	the willingness and ability of counterparties to fulfill their obligations under offtake agreements;

•	price fluctuations, termination provisions and buyout provisions in offtake agreements;

•	our ability to enter into contracts to sell power on acceptable prices and terms, including as our offtake agreements expire;

•	our ability to compete against traditional and renewable energy companies;

•	government regulation, including compliance with regulatory and permit requirements and changes in tax laws, market rules, rates, tariffs, environmental laws and policies affecting renewable energy;

•	risks related to the proposed relocation of the Company’s headquarters;

•	the condition of the debt and equity capital markets and our ability to borrow additional funds and access capital markets, as well as our substantial indebtedness and the possibility that we may incur additional indebtedness going forward;

•	operating and financial restrictions placed on us and our subsidiaries related to agreements governing indebtedness;

•	risks related to the expected timing and likelihood of completion of the tender offer for the shares of Saeta Yield, S.A., including the timing or receipt of any governmental approvals;

•	risks related to our financing of the tender offer for the shares of Saeta Yield, S.A., including our ability to issue equity on terms that are accretive to our shareholders and our ability to implement our permanent funding plan;

•	our ability to successfully identify, evaluate and consummate acquisitions; and

•	our ability to integrate the projects we acquire from third parties, including Saeta Yield, S.A., or otherwise and realize the anticipated benefits from such acquisitions.

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(1)	As of December 31, 2017, there were 148,086,027 Class A shares of TerraForm Power outstanding, of which Orion US Holdings 1 L.P. (“Orion Holdings”) owns 51%. In turn, Orion Holdings is managed and controlled by Brookfield.

(2)	Incentive distribution rights (“IDRs”) represent a variable interest in distributions by Terra LLC and therefore cannot be expressed as a fixed percentage ownership interest in Terra LLC. BRE Delaware, Inc. (the “Brookfield IDR Holder”) holds all of the IDRs of Terra LLC. Brookfield IDR Holder is an indirect wholly owned subsidiary of Brookfield.

(3)	See Liquidity and Capital Resources within Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations for discussion regarding these financing arrangements.

(4)	Terra LLC is a guarantor of the indebtedness of Terra Operating LLC.

(5)	Represents total borrowing capacity as of December 31, 2017. As of December 31, 2017, there were $60.0 million of revolving loans and $102.6 million of letters of credit outstanding under the New Revolver, with availability of $287.4 million as of such date.

(6)	Certain project-level holding companies are guarantors of the indebtedness of Terra Operating LLC. These specific project-level holding companies do not have any indebtedness.

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•	Margin Enhancements:

•	Organic Growth:

•	Value-oriented acquisitions:

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Master Services Agreement (the “Brookfield MSA”), with Brookfield, BRP Energy Group L.P., Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P., Brookfield Global Renewable Energy Advisor Limited, Terra LLC and Terra Operating LLC, pursuant to which Brookfield and certain of its affiliates will provide certain management and administrative services, including the provision of strategic and investment management services, to TerraForm Power and its subsidiaries.

•

Relationship Agreement (the “Relationship Agreement”) with Brookfield, Terra LLC and Terra Operating LLC, which governs certain aspects of the relationship between Brookfield and TerraForm Power and its subsidiaries. Pursuant to the Relationship Agreement, during the term of the agreement, TerraForm Power and its subsidiaries serve as the primary vehicle through which Brookfield and its affiliates will acquire operating solar and wind assets in certain countries in North America and Western Europe, and Brookfield grants TerraForm Power a right of first offer on any proposed transfer of certain existing projects and all future operating solar and wind projects located in such countries developed by persons sponsored by or under the control of Brookfield.

•

Governance Agreement (the “Governance Agreement”) with Orion Holdings and any controlled affiliate of Brookfield (other than TerraForm Power and its controlled affiliates) (together with Brookfield, the “Sponsor Group”) that by the terms of the Governance Agreement from time to time becomes a party thereto. The Governance Agreement establishes certain rights and obligations of TerraForm Power and members of the Sponsor Group that own voting securities of TerraForm Power relating to the governance of TerraForm Power and the relationship between such members of the Sponsor Group and TerraForm Power and its controlled affiliates.

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(1)	Net nameplate capacity represents the maximum generating capacity at standard test conditions of a facility multiplied by the Company's percentage of economic ownership of that facility after taking into account any redeemable preference shares and stockholder loans the Company holds. Our percentage of economic ownership is subject to change in future periods for certain facilities.

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(1)	Calculated as of December 31, 2017.

(2)	These portfolios consist of renewable energy facilities located in multiple locations within the U.S., as follows:

•	CD DG Portfolio: California, Massachusetts, New Jersey, New York and Pennsylvania

•	DG 2015 Portfolio 2: Arizona, California, Connecticut, Massachusetts, New Jersey, Utah and Vermont

•	U.S. Projects 2014: Arizona, California, Connecticut, Georgia, Massachusetts, New Jersey, New York and Puerto Rico

•	DG 2014 Portfolio 1: Arizona, California, Georgia, Hawaii, Massachusetts, Maryland, New Jersey, New York, Oregon, Texas, Vermont and Puerto Rico

•	TEG: Arizona, California, Connecticut, Massachusetts, New Jersey and Pennsylvania

•	HES: Massachusetts, New Jersey and Pennsylvania

•	Summit Solar Projects (U.S.): California, Connecticut, Florida, Maryland and New Jersey

•	U.S. Projects 2009-2013: California, Colorado, Connecticut, Massachusetts, New Jersey, Oregon and Puerto Rico

•	SUNE XVIII: Arizona, California, Hawaii, Massachusetts, Maryland, Minnesota, New Hampshire, New York and Texas

•	Enfinity: Arizona, California and Ohio

•	SunE Solar Fund X: California, Maryland and New Mexico

•	Blackhawk Solar Portfolio: Utah, Florida, Nevada and California

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(1)	As of December 31, 2016, includes $532.7 million and $19.5 million of non-current assets held for sale located in the United Kingdom and United States, respectively. There are no similar amounts as of December 31, 2017 as the sale of these renewable energy facilities closed in the first half of 2017.

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•	our energy production and sales may be significantly lower than we predict;

•	our hedging arrangements may be ineffective or more costly;

•	we may not produce sufficient energy to meet our commitments to sell electricity or RECs and, as a result, we may have to buy electricity or RECs on the open market to cover our obligations or pay damages; and

•	our wind and solar power plants may not generate sufficient cash flow to make payments of principal and interest as they become due on the notes and our non-recourse debt, and we may have difficulty obtaining financing for future wind power plants.

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•	the construction of a significant number of new power generation plants, including nuclear, coal, natural gas or renewable energy facilities;

•	the construction of additional electric transmission and distribution lines;

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•	a reduction in the price of natural gas, including as a result of new drilling techniques or a relaxation of associated regulatory standards;

•	energy conservation technologies and public initiatives to reduce electricity consumption; and

•	the development of new clean energy technologies that provide less expensive energy.

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•	the risk of a change in renewable power pricing policies, possibly with retroactive effect;

•	political and economic instability;

•	measures restricting the ability of our facilities to access the grid to deliver electricity at certain times or at all;

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•	the macroeconomic climate and levels of energy consumption in the countries where we have operations;

•	the comparative cost of other sources of energy;

•	changes in taxation policies and/or the regulatory environment in the countries in which we have operations, including reductions to renewable power incentive programs;

•	the imposition of currency controls and foreign exchange rate fluctuations;

•	high rates of inflation;

•	protectionist and other adverse public policies, including local content requirements, import/export tariffs, increased regulations or capital investment requirements;

•	changes to land use regulations and permitting requirements;

•	risk of nationalization or other expropriation of private enterprises and land, including creeping regulation that reduces the value of our facilities or governmental incentives associated with renewable energy;

•	difficulty in timely identifying, attracting and retaining qualified technical and other personnel;

•	difficulty competing against competitors who may have greater financial resources and/or a more effective or established localized business presence;

•	difficulties with, and extra-normal costs of, recruiting and retaining local individuals skilled in international business operations;

•	difficulty in developing any necessary partnerships with local businesses on commercially acceptable terms; and

•	being subject to the jurisdiction of courts other than those of the United States, which courts may be less favorable to us.

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•	increasing our vulnerability to, and reducing our flexibility to, respond to general adverse economic and industry conditions;

•	limiting our flexibility in planning for, or reacting to, changes in our business and the competitive environment and business in which we operate;

•	limiting our ability to borrow additional amounts to fund the growth of the Company or otherwise meet our obligations;

•	requiring us to dedicate a significant portion of our revenues to pay the principal of and interest on our indebtedness; and

•	magnifying the impact of fluctuations in our cash flows on cash available for the payment of dividends to the holders of our Class A common stock.

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•	competing bids for a renewable energy facility, including from companies that may have substantially greater capital and other resources than we do;

•	fewer third party acquisition opportunities than we expect, which could result from, among other things, available renewable energy facilities having less desirable economic returns or higher risk profiles than we believe suitable for our business plan and investment strategy;

•	risk relating to our ability to successfully acquire projects from the ROFO portfolio pursuant to the Merger and Sponsorship Transaction with Brookfield; and

•	our access to the capital markets for equity and debt (including project-level debt) at a cost and on terms that would be accretive to our shareholders.

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It is an integral part of Brookfield’s strategy to pursue the acquisition or development of renewable power assets through consortium arrangements with institutional investors, strategic partners or financial sponsors and to form partnerships to pursue acquisitions on a specialized basis. In certain circumstances, acquisitions of operating wind and solar assets in the Company’s primary jurisdictions may be made by other Brookfield vehicles, either with or instead of the Company.

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The same professionals within Brookfield’s organization that are involved in acquisitions that are suitable for us are often responsible for the consortiums and partnerships referred to above, as well as having other responsibilities within Brookfield’s broader asset management business. Limits on the availability of such individuals will likewise result in a limitation on the availability of acquisition opportunities for us.

•

Brookfield will only recommend acquisition opportunities that it believes are suitable for us. The question of whether a particular acquisition is suitable is highly subjective and is dependent on a number of factors including an assessment by Brookfield of our liquidity position, the risk and return profile of the opportunity, and other factors. If Brookfield determines that an opportunity is not suitable for us, it may still pursue such opportunity on its own behalf, or on behalf of a Brookfield-sponsored vehicle.

•	general economic and capital market conditions, including the then-prevailing interest rate environment;

•	credit availability from banks and other financial institutions;

•	investor confidence in us, our partners, our Sponsor, and the regional wholesale power markets;

•	our financial performance and the financial performance of our subsidiaries;

•	our level of indebtedness and compliance with covenants in debt agreements;

•	our ability to file SEC reports on a timely basis and obtain audited project-level financial statements;

•	maintenance of acceptable credit ratings or credit quality, including maintenance of the legal and tax structure of the project-level subsidiary upon which the credit ratings may depend;

•	our cash flows; and

•	provisions of tax and securities laws that may impact raising capital.

•	our ability to realize the expected benefits from Brookfield's sponsorship on our business and results of operations;

•	any adverse consequences arising out of our separation from SunEdison and of the SunEdison Bankruptcy;

•	the timing of our ability to complete our audited corporate and project-level financial statements;

•	risks related to our ability to file our annual and quarterly reports with the SEC on a timely basis and to satisfy the requirements of the NASDAQ Global Select Market;

•	our ability to integrate acquired assets and realize the anticipated benefits of these acquired assets;

•	counterparties’ to our offtake agreements willingness and ability to fulfill their obligations under such agreements;

•	price fluctuations, termination provisions and buyout provisions related to our offtake agreements;

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•	our ability to enter into contracts to sell power on acceptable terms as our offtake agreements expire;

•	delays or unexpected costs during the completion of construction of certain renewable energy facilities we intend to acquire;

•	our ability to successfully identify, evaluate and consummate acquisitions;

•	government regulation, including compliance with regulatory and permit requirements and changes in market rules, rates, tariffs and environmental laws;

•	operating and financial restrictions placed on us and our subsidiaries related to agreements governing our indebtedness and other agreements of certain of our subsidiaries and project-level subsidiaries generally;

•	our ability to borrow additional funds and access capital markets, as well as our substantial indebtedness and the possibility that we may incur additional indebtedness going forward;

•	our ability to compete against traditional and renewable energy companies;

•

hazards customary to the power production industry and power generation operations such as unusual weather conditions, catastrophic weather-related or other damage to facilities, unscheduled generation outages, maintenance or repairs, interconnection problems or other developments, environmental incidents, or electric transmission constraints and the possibility that we may not have adequate insurance to cover losses as a result of such hazards;

•	our ability to expand into new business segments or new geographies;

•	seasonal variations in the amount of electricity our wind and solar plants produce, and fluctuations in wind and solar resource conditions; and

•	our ability to operate our businesses efficiently, manage capital expenditures and costs tightly, manage litigation, manage risks related to international operations and generate earnings and cash flow from our asset-based businesses in relation to our debt and other obligations.

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•	price and volume fluctuations in the stock markets generally;

•	significant volatility in the market price and trading volume of securities of registered investment companies, business development companies or companies in our sectors, which may not be related to the operating performance of these companies;

•	changes in our earnings or variations in operating results;

•	changes in regulatory policies or tax law;

•	operating performance of companies comparable to us; and

•	loss of funding sources or the ability to finance or refinance our obligations as they come due.

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•	Margin Enhancements:

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•	Organic Growth:

•	Value-oriented acquisitions:

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•	the continued reduction in the cost of solar, wind and other renewable energy technologies, which will lead to grid parity in an increasing number of markets;

•	distribution charges and the effects of an aging transmission infrastructure, which enable renewable energy generation sources located at a customer’s site, or distributed generation, to be more competitive with, or cheaper than, grid-supplied electricity;

•	the replacement of aging and conventional power generation facilities in the face of increasing industry challenges, such as regulatory barriers, increasing costs of and difficulties in obtaining and maintaining applicable permits, and the decommissioning of certain types of conventional power generation facilities, such as coal and nuclear facilities;

•	the ability to couple renewable energy generation with other forms of power generation, creating a hybrid energy solution capable of providing energy on a 24/7 basis while reducing the average cost of electricity obtained through the system;

•	the desire of energy consumers to lock in long-term pricing of a reliable energy source;

•	renewable energy generation’s ability to utilize freely available sources of fuel, thus avoiding the risks of price volatility and market disruptions associated with many conventional fuel sources;

•	environmental concerns over conventional power generation; and

•

government policies that encourage development of renewable power, such as state or provincial renewable portfolio standard programs, which motivate utilities to procure electricity from renewable resources. In addition to renewable energy, we expect natural gas to grow as a source of electricity generation due to its relatively lower cost and lower environmental impact compared to other fossil fuel sources, such as coal and oil.

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(1)	Represents draws on our senior secured corporate revolving credit facility. See the Financing Activities section below for discussion regarding our termination of our existing revolving credit facility and concurrent entry into a new revolving credit facility in the fourth quarter of 2017.

(2)	Corporate senior notes. See the Financing Activities section below for discussion regarding 2017 activity.

(3)	Senior secured term loan facility entered into in the fourth quarter of 2017. See the Financing Activities section below for further discussion.

(4)	Asset-specific, non-recourse borrowings and financing lease obligations secured against the assets of certain project companies.

(5)	Represents total principal due for long-term debt and financing lease obligations, including the current portion, which excludes $43.7 million and $53.0 million of unamortized debt discounts and deferred financing costs as of December 31, 2017 and 2016, respectively.

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(1)

See the Financing Activities section below for discussion regarding our termination of our existing revolving credit facility and concurrent entry into a new revolving credit facility in the fourth quarter of 2017. The total borrowing capacity under this new facility was increased to $600.0 million on February 6, 2018 as discussed below. On March 6, 2018, we entered into certain Letter of Credit Facilities, pursuant to which we are required to maintain minimum liquidity of $400.0 million under this new revolving credit facility.

(2)	As discussed in the Financing Activities section below, the Sponsor Line may only be used to fund all or a portion of certain funded acquisitions or growth capital expenditures.

(3)

Represents short-term and long-term restricted cash and includes $21.7 million of cash trapped at our project-level subsidiaries which is presented as current restricted cash as the cash balances were subject to distribution restrictions related to debt defaults that existed as of the balance sheet date (see Note 2. Summary of Significant Accounting Policies to our consolidated financial statements for additional details). The amount of trapped cash that remains as of the date of the issuance of this Annual Report on Form 10-K is $11.3 million and is not needed for us to meet our cash flow needs. We expect to obtain waivers for the remaining defaults in the near-term and do not expect these defaults to affect our ability to meet our liquidity requirements and meet corporate credit facility covenants.

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(1)	Includes $60.0 million of New Revolver indebtedness, of which we repaid $42.0 million with cash on hand in the first quarter of 2018.

(2)	Represents the contractual principal payment due dates for our long-term debt and does not reflect the reclassification of $239.7 million of long-term debt to current as a result of debt defaults under certain of our non-recourse financing arrangements (see Note 11. Long-term Debt to our consolidated financial statements for further discussion).

•	first, to the Company in an amount equal to the Company’s outlays and expenses for such quarter;

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second, to holders of Class A units, until an amount has been distributed to such holders of Class A units that would result, after taking account of all taxes payable by the Company in respect of the taxable income attributable to such distribution, in a distribution to holders of shares of Class A common stock of $0.93 per share (subject to adjustment for distributions, combinations or subdivisions of shares of Class A common stock) if such amount were distributed to all holders of shares of Class A common stock;

•

third, 15% to the holders of the IDRs and 85% to the holders of Class A units until a further amount has been distributed to holders of Class A units in such quarter that would result, after taking account of all taxes payable by the Company in respect of the taxable income attributable to such distribution, in a distribution to holders of shares of Class A common stock of an additional $0.12 per share (subject to adjustment for distributions, combinations or subdivisions of shares of Class A common stock) if such amount were distributed to all holders of shares of Class A common stock; and

•	thereafter, 75% to holders of Class A units and 25% to holders of the IDRs.

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(1)	Includes $60.0 million of New Revolver indebtedness, of which we repaid $42.0 million with cash on hand in the first quarter of 2018.

(2)	Represents the contractual principal payment due dates for our long-term debt and does not reflect the reclassification of $200.3 million of long-term debt to current as a result of debt defaults under certain of our non-recourse financing arrangements (see Note 11. Long-term Debt to our consolidated financial statements for further discussion).

(3)	Includes fixed rate interest and variable rate interest using December 31, 2017 rates.

(4)	Represents the minimum lease payment due dates for our financing lease obligations and does not reflect the reclassification of $39.4 million of financing lease obligations to current as a result of debt defaults under certain of our non-recourse financing arrangements (see Note 11. Long-term Debt to our consolidated financial statements for further discussion).

(5)	Consists of contractual payments due for third party operation and maintenance services and asset management services.

(6)	Represents the fixed component of the base management fee owed pursuant to the master services agreement with Brookfield and certain of its affiliates for the management and administrative services to be provided by Brookfield and certain of its affiliates to the Company. See Note 20. Related Parties to our consolidated financial statements for further discussion.

(7)	We will be required to pay a base management fee with a fixed component of $3.75 million per quarter for each quarter in 2023 and beyond that Brookfield and certain of its affiliates provide management and administrative services to us. See Note 20. Related Parties to our consolidated financial statements for further discussion.

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•	The amount of purchase price allocated to the various tangible and intangible assets, liabilities and non-controlling interests on our balance sheet;

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The amounts allocated to the value of favorable and unfavorable rate PPAs and REC agreements are amortized to revenue over the remaining non-cancelable terms of the respective arrangement. The amounts allocated to all other tangible assets and intangibles are amortized to depreciation or amortization expense, with the exception of favorable and unfavorable rate land leases and unfavorable rate O&M contracts which are amortized to cost of operations; and

•	The period of time over which tangible and intangible assets and liabilities are depreciated or amortized varies, and thus, changes in the amounts allocated to these assets and liabilities will have a direct impact on our results of operations.

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The Company did not have sufficient resources, including contractors, in place throughout the reporting period with the appropriate training and knowledge of internal controls over financial reporting in order to establish the Company’s financial reporting processes and information technology (“IT”) systems and to design, implement and operate an effective system of internal control over financial reporting.

•

The Company did not conduct continuous risk assessment and monitoring activities over financial reporting and IT systems to identify and analyze risks of financial misstatement due to error and/or fraud and to identify and assess necessary changes in GAAP and financial reporting processes and internal controls impacted by changes in the business, information systems, and transition of key personnel.

•	The Company did not have an effective information and communication process that ensured appropriate and accurate information was available to financial reporting personnel on a timely basis in order that they could fulfill their roles and responsibilities.

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The Company did not have effective IT general controls over all operating systems, databases, and IT applications supporting financial reporting. Process-level automated controls and manual controls that were dependent upon the information derived from IT systems were also determined to be ineffective. Additionally, the Company did not have effective end-user computing controls over spreadsheets used in financial reporting.

•	The Company did not have effective controls over the completeness, existence, and accuracy of revenues and deferred revenue and the completeness, existence, accuracy and valuation of accounts receivable.

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•	The Company did not have effective reconciliation controls over the completeness, existence and accuracy of certain balance sheet accounts. Specifically, the reconciliation controls did not always operate timely and did not adequately investigate, resolve and correct reconciling items on a timely basis.

•	The Company did not have effective controls over the completeness, existence and accuracy of accounts payable, accrued expenses, and expenses. Specifically, the Company did not establish an effective accounts payable voucher and disbursement process and related internal controls in order to review and approve and accurately record expenditures on a timely basis.

•	The Company did not have effective controls over the completeness, existence and accuracy of renewable energy facilities, accumulated depreciation and depreciation, accretion and amortization expense.

•	The Company did not have effective process level and management review controls over the application of GAAP and accounting measurements related to certain significant accounts and non-routine transactions.

•	The Company did not have effective process-level and management review controls over manual financial reporting processes. Specifically, the Company did not have effective controls over the completeness and accuracy of information used in manual spreadsheets and the accuracy of those spreadsheet formulas.

•	We have revised our organization structure and commenced hiring dedicated key employees, including senior management, with assigned responsibility and accountability for financial reporting processes and internal controls. Further, we will continue to provide ongoing GAAP and internal controls training for all the employees.

•	We are implementing an annual financial control risk assessment process as well as a regularly recurring fraud risk assessment process focused on identifying and analyzing risks of financial misstatement due to error and/or fraud, including management override of controls.

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A senior internal audit resource was hired, and the internal audit function is being strengthened through increased interaction and engagement with the Brookfield internal audit team. A company-wide risk assessment has been completed and a risk-based internal audit plan is being developed that is responsive to the risks that were identified in the company-wide risk assessment. This risk-based internal audit plan will assist in monitoring the Company’s

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We are enhancing the information and communication processes to ensure the organization communicates information internally in a timely manner, including information regarding objectives, responsibilities and the functioning of internal controls over financial reporting. These enhancements include more rigorous analysis of the Company’s financial results versus its budgets and operating plans, more frequent discussion of significant business transactions and the impact of these transactions on the Company’s financial reporting, and improving communication to employees regarding their responsibilities for ensuring that effective internal controls are maintained.

•	We have established an information technology and other critical systems infrastructure, and are enhancing the information technology control framework to support all business applications and infrastructure. Remediation activities will formalize information technology processes to support larger IT initiatives that will address functionality limitations of current systems.

•	We are developing a more efficient and effective financial close and reporting process through the implementation of a cloud-based SaaS accounting system. We intend to continually review this system for further enhancements and improvements.

•	Management is developing procedures and controls to obtain reliance on revenue systems and validating energy data used for revenue recognition.

•	We have implemented a cloud-based application to automate and standardize the account reconciliation process. We are validating controls over this application to ensure completeness, existence and accuracy of account balances on a timely basis.

•	We are developing policies and procedures for treatment and recognition of changes to renewable energy facilities account balances. This includes developing process level and review controls over accumulated depreciation and depreciation, accretion and amortization expense.

•	We are enhancing the management review controls over the application of GAAP and accounting measurements for significant accounts and transactions by adding resources with the required skills and assigned responsibility and accountability for performing an effective review.

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Management review controls are being reassessed to provide the appropriate level of precision required to mitigate the potential for a material misstatement. In addition, we are enhancing the design and implementation of and supporting documentation over management review controls to make clear: (i) management’s expectations related to transactions that are subject to such controls; (ii) the level of precision and criteria used for investigation; and (iii) evidence that all outliers or exceptions that should have been identified are investigated and resolved. Lastly, management is reassessing and enhancing the controls over the utilization of manual spreadsheets and system generated reports.

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The Company did not have sufficient resources, including contractors, in place throughout the reporting period with the appropriate training and knowledge of internal controls over financial reporting in order to establish the Company’s financial reporting processes and information technology (IT) systems and to design, implement and operate an effective system of internal control over financial reporting.

•

The Company did not conduct continuous risk assessment and monitoring activities over financial reporting and IT systems to identify and analyze risks of financial misstatement due to error and/or fraud and to identify and assess necessary changes in generally accepted accounting principles (GAAP) and financial reporting processes and internal controls impacted by changes in the business, information systems, and transition of key personnel.

•	The Company did not have an effective information and communication process that ensured appropriate and accurate information was available to financial reporting personnel on a timely basis in order that they could fulfill their roles and responsibilities.

•

The Company did not have effective IT general controls over all operating systems, databases, and IT applications supporting financial reporting. Process-level automated controls and manual controls that were dependent upon the information derived from IT systems were also determined to be ineffective. Additionally, the Company did not have effective end-user computing controls over spreadsheets used in financial reporting.

•	The Company did not have effective controls over the completeness, existence, and accuracy of revenues and deferred revenue and the completeness, existence, accuracy and valuation of accounts receivable.

•	The Company did not have effective reconciliation controls over the completeness, existence and accuracy of certain balance sheet accounts. Specifically, the reconciliation controls did not always operate timely and did not adequately investigate, resolve and correct reconciling items on a timely basis.

•	The Company did not have effective controls over the completeness, existence and accuracy of accounts payable, accrued expenses, and expenses. Specifically, the Company did not establish an effective accounts payable voucher and disbursement process and related internal controls in order to review and approve and accurately record expenditures on a timely basis.

•	The Company did not have effective controls over the completeness, existence and accuracy of renewable energy facilities, accumulated depreciation and depreciation, accretion and amortization expense.

•	The Company did not have effective process level and management review controls over the application of GAAP and accounting measurements related to certain significant accounts and non-routine transactions.

•	The Company did not have effective process-level and management review controls over manual financial reporting

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(1)

Represents reclassification of the accumulated foreign currency translation loss for substantially all of the Company's portfolio of solar power plants located in the United Kingdom, as the Company's sale of these facilities closed in the second quarter of 2017 as discussed in Note 4. Assets Held for Sale. The pre-tax amount of $23.6 million was recognized within gain on sale of renewable energy facilities in the consolidated statement of operations for the year ended December 31, 2017.

(2)

Includes $16.9 million loss reclassification for the year ended December 31, 2016 that occurred subsequent to the Company's discontinuation of hedge accounting for interest rate swaps pertaining to variable rate non-recourse debt for substantially all of the Company's portfolio of solar power plants located in the United Kingdom as discussed in Note 13. Derivatives. As discussed above, the Company's sale of these facilities closed in the second quarter of 2017.

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The Company has eliminated its reliance on SunEdison by transitioning the asset management, operations and maintenance of its renewable energy facilities in-house or to third parties, by hiring directly its own employees and contractors and by establishing its own information technology systems. As a result, management believes they are in a position to operate the business of the Company on a stand-alone basis under Brookfield sponsorship.

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The Company has cured or obtained waivers with respect to substantially all of its project-level financing arrangements that were in default during the course of 2016 and 2017 as a result of the SunEdison Bankruptcy and delays in delivering financial statements and other required deliverables. The amount of restricted cash associated with the limited number of defaults that persist that cannot be distributed from the projects as of the date of the issuance of these financial statements is $11.3 million and is not needed for the Company to meet its cash flow needs. The Company expects to obtain waivers for these remaining defaults in the near-term and does not expect these defaults to affect its ability to meet its liquidity requirements and meet corporate credit facility covenants.

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Finally, during the course of the SunEdison Bankruptcy there was a risk that an interested party in the SunEdison Bankruptcy could request that the assets and liabilities of the Company be substantively consolidated with SunEdison. As a result of SunEdison's emergence from bankruptcy in December of 2017, there is no longer any risk that the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) would order substantive consolidation of the Company with the SunEdison Debtors.

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•	Level 1: Quoted prices in active markets for identical assets or liabilities;

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Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or

•	Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair values of the assets or liabilities.

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•	The amount of purchase price allocated to the various tangible and intangible assets, liabilities and non-controlling interests on the balance sheet;

•

The amounts allocated to the value of favorable and unfavorable rate PPAs and REC agreements are amortized to revenue over the remaining non-cancelable terms of the respective arrangement. The amounts allocated to all other tangible assets and intangibles are amortized to depreciation or amortization expense, with the exception of favorable and unfavorable rate land leases and unfavorable rate O&M contracts which are amortized to cost of operations; and

•	The period of time over which tangible and intangible assets and liabilities are depreciated or amortized varies, and thus, changes in the amounts allocated to these assets and liabilities will have a direct impact on the Company's results of operations.

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(1)	Represents the total amount paid to SunEdison. Excludes aggregated tax equity partner payments of $1.6 million to SunEdison.

(2)	All amounts were paid to SunEdison for these renewable energy facilities as of December 31, 2016.

(3)	$16.7 million of construction debt existed for one of the renewable energy facilities as of the acquisition date. This debt was fully repaid by SunEdison during the third quarter of 2016 using cash proceeds paid by the Company to SunEdison for the acquisition of the facility.

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(1)	Represents the amount paid to SunEdison as of December 31, 2015. Excludes aggregated tax equity partner payments of $363.6 million to SunEdison, of which $0.7 million was refunded to the respective tax equity partner for one of the acquired projects in 2016.

(2)	Represents commitments by the Company to SunEdison for the amount required for SunEdison to complete the construction of renewable energy facilities acquired from SunEdison, which was paid to SunEdison during the first quarter of 2016. Excludes tax equity partner payments of $9.2 million due to SunEdison, which were paid during the first quarter of 2016.

(3)	Represents debt that was assumed by the Company as of the acquisition date of these facilities which was subsequently refinanced on November 6, 2015 (see Note 11. Long-term Debt).

(4)	Represents debt that was recorded on the Company's balance sheet as of such date. This debt was repaid by SunEdison during the first quarter of 2016 using cash proceeds paid by the Company and the tax equity partner to SunEdison for the acquisition of these facilities.

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(1)	Represents renewable energy facilities with a combined nameplate capacity of 222.6 MW acquired from SunEdison during the year ended December 31, 2015. These facilities were acquired by SunEdison from First Wind on January 29, 2015.

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(1)	For purposes of this disclosure, the weighted average amortization period is determined based on a weighting of the individual intangible fair values against the total fair value for each major intangible asset and liability class.

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(1)	As discussed in Note 2. Summary of Significant Accounting Policies, effective December 31, 2016, the Company revised its original estimates of the costs and related amount of cash flows for certain of its asset retirement obligations.

(2)	As discussed in Note 2. Summary of Significant Accounting Policies, during the fourth quarter of 2016, the Company revised the accretion period for its asset retirement obligations from the term of the related PPA agreement to the remaining useful life of the

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(1)	As of December 31, 2017.

(2)	Outstanding corporate-level debt represents debt issued by Terra Operating LLC and guaranteed by Terra LLC and certain subsidiaries of Terra Operating LLC other than non-recourse subsidiaries as defined in the relevant debt agreements (with the exception of certain unencumbered non-recourse subsidiaries).

(3)	Non-recourse debt represents debt issued by subsidiaries with no recourse to Terra LLC, Terra Operating LLC or guarantors of the Company's corporate-level debt, other than limited or capped contingent support obligations, which in aggregate are not considered to be material to the Company's business and financial condition.

(4)	Includes fixed rate debt and variable rate debt. As of December 31, 2017, 60% of this balance had a fixed interest rate and the remaining 40% of this balance had a variable interest rate. The Company has entered into interest rate swap agreements to fix the interest rates of a majority of the variable rate permanent financing non-recourse debt (see Note 13. Derivatives).

(5)	Represents the weighted average interest rate as of December 31, 2017.

(6)

As of December 31, 2016, the Company reclassified $14.7 million from current portion of long-term debt and financing lease obligations to current liabilities related to assets held for sale in the consolidated balance sheet. There was no similar reclassification as of December 31, 2017 as the sale of the related renewable energy facilities closed in the first half of 2017 (see Note 4. Assets Held for Sale).

(7)

As of December 31, 2016, the Company reclassified $353.9 million from long-term debt and financing lease obligations, less current portion to non-current liabilities related to assets held for sale in the consolidated balance sheet. There was no similar reclassification as of December 31, 2017 as the sale of the related renewable energy facilities closed in the first half of 2017 (see Note 4. Assets Held for Sale).

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(1)	Represents the minimum lease payment due dates for the Company's financing lease obligations and does not reflect the reclassification of $39.4 million of financing lease obligations to current as a result of debt defaults under certain of the Company's non-recourse financing arrangements.

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(1)	Includes $60.0 million of New Revolver indebtedness, of which the Company repaid $42.0 million with cash on hand in the first quarter of 2018.

(2)	Represents the contractual principal payment due dates for the Company's long-term debt and does not reflect the reclassification of $200.3 million of long-term debt to current as a result of debt defaults under certain of the Company's non-recourse financing arrangements.

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(1)	Net of tax benefit of $0.1 million attributed to interest rate swaps during the year ended December 31, 2017 and tax expense of $2.5 million, $0.4 million and $14.6 million attributed to commodity contracts during the years ended December 31, 2017, 2016 and 2015, respectively. There were no taxes attributed to interest rate swaps during the years ended December 31, 2016 and 2015.

(2)	Net of tax benefit of $1.1 million and tax expense of $1.5 million attributed to interest rate swaps and commodity contracts during the year ended December 31, 2017, respectively. There were no taxes attributed to derivatives designated as cash flow hedges during the years ended December 31, 2016 and 2015.

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(1)

On October 6, 2017, the Board declared the payment of a special cash dividend (the “Special Dividend”) to holders of record immediately prior to the effective time of the Merger in the amount of $1.94 per fully diluted share, which included the Company’s issued and outstanding Class A shares, Class A shares issued to SunEdison pursuant to the Settlement Agreement (more fully described above) and Class A shares underlying outstanding RSUs of the Company under the Company’s long-term incentive plan.

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(1)

The computation for diluted loss per share of the Company's Class A common stock for the year ended December 31, 2017 excludes the impact of potentially dilutive unvested RSAs and RSUs outstanding during the year as the effect would have been anti-dilutive. As of December 31, 2017, there were no potentially dilutive unvested securities. The computation for diluted loss per share of the Company's Class A common stock for the year ended December 31, 2016 excludes 459,800 of potentially dilutive unvested RSAs and 1,622,953 of potentially dilutive unvested RSUs because the effect would have been anti-dilutive, and the computation for diluted loss per share of the Company's Class A common stock for the year ended December 31, 2015 excludes 1,334,158 of potentially dilutive unvested RSAs, 3,208,394 of potentially dilutive unvested RSUs and 56,250 of potentially dilutive vested and exercisable options to purchase the Company's shares because the effect would have been anti-dilutive.

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(1)

As of December 31, 2016, TerraForm Power owned 65.7% of Terra LLC and consolidated the results of Terra LLC through its controlling interest, with SunEdison's 34.3% interest shown as a non-controlling interest. As discussed in Note 1. Nature of Operations and Basis of Presentation, on October 16, 2017, SunEdison exchanged all of its Class B units in Terra LLC for Class A shares of TerraForm Power, and after giving effect to this exchange, TerraForm Power owned 100% of Terra LLC. In accordance with ASC 810-10-45-23, the Company reallocated SunEdison's non-controlling interest balance as of such date of $641.5 million to additional paid-in capital (which was net of the reallocation of $0.6 million of previously allocated accumulated other comprehensive losses back to accumulated other comprehensive income).

(2)

As discussed in Note 5. Acquisitions and below, as part of the Settlement Agreement, the Option Agreement between Terra LLC and Sun Edison LLC with respect to Invenergy Wind's remaining 9.9% interest in certain subsidiaries of the Company was rejected upon the consummation of the Merger with affiliates of Brookfield on October 16, 2017. As a result, the Company is no longer obligated to perform on its Option Agreement, and as of October 16, 2017, the Invenergy Wind non-controlling interest amount of $131.8 million was no longer considered redeemable and was reclassified to non-controlling interests as of such date. In addition, as a result of the Company's sale of TerraForm Resi Solar Manager, LLC, a subsidiary of the Company that owned and operated 8.9 MW of residential rooftop solar installations, during the second quarter of 2017 (see Note 4. Assets Held for Sale), the amount of non-controlling interest in this entity of $8.7 million was deconsolidated.

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(1)

Represents costs incurred by SunEdison for services provided to the Company pursuant to the SunEdison MSA in excess of cash paid or payable to SunEdison, as well as stock-based compensation expense related to equity awards in the stock of SunEdison, Inc. and TerraForm Global, Inc. that was allocated to the Company (as discussed in Note 16. Stock-based Compensation). The Company did not pay SunEdison the $7.0 million base management fee that it was contractually obligated to in 2016 as the amount the Company had to pay third party service providers to cover the services that SunEdison stopped providing exceeded this contractual amount. Since this fee was not paid to SunEdison as of December 31, 2016, it was recorded within Due to affiliates, net and as a reduction to the net equity contribution from SunEdison. Pursuant to the Settlement Agreement and upon the consummation of the Merger on October 16, 2017, this liability was written off to additional paid-in capital as discussed under Due to affiliates, net above.

(2)	Represents acquisition costs related to failed deals that were paid by SunEdison. Such costs were reimbursable by SunEdison under the SunEdison MSA.

(3)	Represents contributions received pursuant to an interest payment agreement with SunEdison. $8.0 million of the amount for the year ended December 31, 2015 was not received in cash from SunEdison until February 3, 2016 and a receivable from SunEdison was recorded as of December 31, 2015.

(4)	Represents contributions received for capital expenditures and O&M labor fees in excess of budgeted amounts for certain of the Company's wind power plants, which SunEdison committed to reimburse the Company for in conjunction with the First Wind Acquisition.

(5)	Represents stock-based compensation cost related to equity awards in the Company's stock which was allocated to SunEdison and TerraForm Global, Inc.

(6)	Represents the difference between the cash purchase price and historical cost of the net assets acquired from SunEdison for projects that achieved final funding during the respective year.

(7)	SunEdison repaid the remaining outstanding principal balance and interest due on the SunE Perpetual Lindsay construction term loan on the Company's behalf as required pursuant to the terms of a project investment agreement entered into prior to the IPO of the Company.

(8)	Amount for the year ended December 31, 2017 represents cash received from SunEdison in satisfaction of outstanding claims made under engineering, procurement and construction contracts as discussed above.

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•	for each of the first four quarters following the closing date of the Merger, a fixed component of $2.5 million per quarter (subject to proration for the quarter including the closing date of the Merger) plus 0.3125% of the market capitalization value increase for such quarter;

•	for each of the next four quarters, a fixed component of $3.0 million per quarter plus 0.3125% of the market capitalization value increase for such quarter; and

•	thereafter, a fixed component of $3.75 million per quarter plus 0.3125% of the market capitalization value increase for such quarter.

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•	first, to the Company in an amount equal to the Company’s outlays and expenses for such quarter;

•

second, to holders of Class A units, until an amount has been distributed to such holders of Class A units that would result, after taking account of all taxes payable by the Company in respect of the taxable income attributable to such distribution, in a distribution to holders of shares of Class A common stock of $0.93 per share (subject to adjustment for distributions, combinations or subdivisions of shares of Class A common stock) if such amount were distributed to all holders of shares of Class A common stock;

•

third, 15% to the holders of the IDRs and 85% to the holders of Class A units until a further amount has been distributed to holders of Class A units in such quarter that would result, after taking account of all taxes payable by the Company in respect of the taxable income attributable to such distribution, in a distribution to holders of shares of Class A common stock of an additional $0.12 per share (subject to adjustment for distributions, combinations or subdivisions of shares of Class A common stock) if such amount were distributed to all holders of shares of Class A common stock; and

•	thereafter, 75% to holders of Class A units and 25% to holders of the IDRs.

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(1)	Income tax (benefit) expense is not allocated to the Company's Solar and Wind segments.

(2)	As of December 31, 2017 and 2016, respectively.

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(1)	As of December 31, 2016, includes $532.7 million and $19.5 million of non-current assets held for sale located in the United Kingdom and United States, respectively. There are no similar amounts as of December 31, 2017 as the sale of these renewable energy facilities closed in the first half of 2017.

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(1)	See Note 13. Derivatives for further breakout of hedging gains and losses between interest rate swaps and commodity contracts.

(2)	Includes $16.9 million loss reclassification that occurred subsequent to the Company's discontinuation of hedge accounting for interest rate swaps within the U.K. Portfolio as discussed in Note 13. Derivatives.

(3)

The foreign currency translation adjustment amount represents the reclassification of the accumulated foreign currency translation loss for the U.K. Portfolio, as the Company's sale of this portfolio closed in the second quarter of 2017 as discussed in Note 4. Assets Held for Sale. The pre-tax amount of $23.6 million was recognized within gain on sale of renewable energy facilities in the consolidated statement of operations for the year ended December 31, 2017.

(4)

Represents reclassification of accumulated comprehensive (losses) income previously attributed to SunEdison's non-controlling interest in Terra LLC from non-controlling interests to accumulated other comprehensive income as of October 16, 2017, as a result of SunEdison's exchange of its Class B units in Terra LLC for Class A shares of TerraForm Power as discussed in Note 18. Non-controlling Interests.

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(1)	The Company closed on the sale of the U.K. Portfolio during the second quarter of 2017 and recognized a gain on the sale of $37.1 million which is reflected within gain on sale of renewable energy facilities in the consolidated statement of operations.

(2)

The Company entered into a settlement agreement in 2017 with insurers of one of its wind power plants with respect to insurance proceeds related to a battery fire that occurred at the wind power plant in 2012, and the Company received the insurance proceeds in the fourth quarter of 2017. The receipt of the proceeds became probable in the third quarter of 2017, and the Company recognized a $5.3 million gain in other (income) expenses, net.

(3)

The fourth quarter of 2017 includes a $78.6 million loss on extinguishment of debt comprised of charges related to the Revolver, the Senior Notes due 2023 and the Midco Portfolio Term Loan (as discussed in Note 11. Long-term Debt), $27.0 million of charges recorded within general and administrative expenses related to success fees and advisory fees paid to third party advisers upon the closing of the Merger and a $7.0 million stock-based compensation charge recognized within general and administrative expenses as a result of the vesting of all previously unvested equity awards issued under the TerraForm Power 2014 Second Amended and Restated Long-term Incentive Plan upon the consummation of the Merger. These charges were partially offset by a $6.4 million increase recorded to the income tax benefit in the fourth quarter of 2017 to adjust amounts previously reported in 2016 as discussed in Note 12. Income Taxes and a $4 million gain recognized within general and administrative expenses as a result of the final settlement of the EMEC litigation as discussed in Note 19. Commitments and Contingencies.

(1)

During the second quarter of 2016, the Company discontinued hedge accounting for interest rate swaps related to its U.K. Portfolio. This resulted in the reclassification of $16.9 million of losses from accumulated other comprehensive income into interest expense. Subsequent to the discontinuation of hedge accounting, the Company recognized additional unrealized losses of $13.7 million pertaining to these interest rate swaps during the second quarter that are also reported in interest expense.

(2)

The third quarter of 2016 includes a $3.3 million impairment charge due to the decision to abandon certain residential construction in progress assets that were not completed by SunEdison as a result of the SunEdison Bankruptcy. This charge is reflected within impairment of renewable energy facilities in the consolidated statement of operations. The third quarter of 2016 also includes $3.2 million of special interest for the Senior Notes due 2023, Senior Notes due 2025 and Revolver per the terms of the fourth supplemental indenture to the 2023 Indenture, third supplemental indenture to the 2025 Indenture and eighth amendment to the Revolver credit and guaranty agreement, respectively, and $5.2 million of unrealized losses pertaining to interest rate swaps for the U.K. Portfolio.

(3)

The fourth quarter of 2016 includes a $55.9 million goodwill impairment charge, a $15.7 million impairment charge within impairment of renewable energy facilities related to substantially all of the Company's portfolio of residential rooftop solar assets that were held for sale as of December 31, 2016, a $2.5 million loss on related party receivables and a $1.1 million loss on extinguishment of debt driven by a reduction of borrowing capacity for the Revolver and corresponding write-off of a portion of the unamortized deferred financing

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(a)	a one-time structuring fee on the third (3rd) Business Day following the Effective Date in an amount equal to 0.10% on the U.S. Dollar Equivalent of the Facility Amount, earned and due and payable upon the issuance of a Bank Guarantee pursuant to this Agreement;

(b)	a one-time upfront fee on the third (3rd) Business Day following the Effective Date in an amount equal to 0.10% on the U.S. Dollar Equivalent of the Facility Amount,

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(c)

on the last Business Day in each February, May, August and November, and on the last Business Day of the L/C Commitment Period, a fee in U.S. Dollars for such quarterly period (or portion thereof) then ending equal to the product of (1) (x) the U.S. Dollar Equivalent of the daily average Stated Amount of all Credits outstanding for the relevant quarterly period (or portion thereof) multiplied by (y) a fraction, the numerator of which is the number of days in such quarterly period (or portion thereof) and the denominator of which is 360, multiplied by (2) 0.60%; and

(d)

upon Issuer’s written demand, from and after the occurrence of an Event of Default or any event of default under any other direct agreements between Issuer and any of its affiliates (on the one hand) and a Credit Party (on the other hand) interest on any amounts payable hereunder (including any fees and any required reimbursement), at the then-prevailing interest rate hereunder (including the Applicable Rate) plus 2.00% to the date of payment by Applicant (said interest to be calculated on the basis of the actual number of days elapsed in a 360-day year); and

(e)	promptly upon Issuer’s written demand, all liabilities, charges and reasonable expenses (including reasonable and properly documented out-of-pocket attorneys’ fees and expenses) paid by or incurred by Issuer or Aval Provider in connection with each Credit or Bank Guarantee or this Agreement or the enforcement hereof.

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(a)	Satisfactory completion of Issuer’s due diligence in connection with the transactions contemplated in the Facility Documents.

(b)	The Issuer shall have received this Agreement and other Facility Documents, in form and substance satisfactory to it, executed and delivered by each party thereto (as applicable) and such documentation shall be in full force and effect.

(c)	There shall have been delivered to the Issuer all of the following:

(i)	certified or unanimous consent resolutions signed by all shareholders of the Applicant and authorizing Applicant to enter into the Facility Documents to which it is a party and to take all action relative to such Facility Documents; authorizing the Applicant to sign the same; and containing the true signatures of such persons on which the Issuer may conclusively rely;

(ii)	copies of the Applicant’s and Parent’s Articles of Association as in effect on the Effective Date and an organizational chart of the Parent;

(iii)	a copy of a certificate of good standing issued by competent authorities in Spain and any other applicable jurisdiction (as applicable) (issued within the last thirty (30) days) for the Applicant and Parent;

(iv)	a certificate of incumbency for the Applicant and Parent; and

(v)	a certificate of a responsible officer of the Applicant and Parent with each of the appropriate attachments.

(d)	The Issuer shall have received a draft of the authorization request for the Offer and the Offer document (folleto informativo) to be submitted to the CNMV.

(e)	Delivery of certified, complete copies of all Backstop Agreements and Irrevocable Agreements (including any consents or waivers required in thereunder in connection with the transactions contemplated by the Facility Documents).

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(f)

Each of the representations and warranties made by the Applicant in Section 16(i) and by any Credit Party pursuant to the Facility Documents, Backstop Agreements and Irrevocable Agreements to which it is a party shall be true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality,” “Material Adverse Effect” or similar qualifier, in which case, it shall be true and correct in all respects) on and as of the date such representation or warranty is made.

(g)

The Issuer shall have received a legal opinion of Sullivan & Cromwell LLP, as New York counsel to each of the Credit Parties, and a legal opinion of Uría Menéndez Abogados, S.L.P., as Spanish counsel to each of the Credit Parties, dated the Effective Date, covering such matters relating to the Facility Documents, Backstop Agreements, Irrevocable Agreements, the Offer, the Credit Parties and the transactions contemplated hereby as are usual and customary for financings of the type contemplated hereby as the Issuer shall reasonably request, in form and substance satisfactory to the Issuer.

(h)

The Issuer shall have received correct and complete copies of the unaudited de-consolidated audited financial statements of the Applicant for the fiscal year ended December 31, 2017, and accompanied by a Responsible Officer’s certificate dated the Effective Date, certifying that such financial statements fairly present in all material respects the financial condition and results of operations of the Applicant for such period and that such financial statements have been prepared in accordance with Spanish GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments).

(i)	[RESERVED].

(j)	The Issuer shall have received all documentation and other information requested by the Issuer in order to comply with requirements of bank regulatory authorities under applicable “know your customer” laws and Anti-Corruption Laws, Anti-Money Laundry Laws and the Patriot Act.

(k)	No Default or Event of Default shall have occurred and be continuing under this Agreement. No default or event of default (taking into account the proposed issuance of any requested Credit) shall have occurred and be continuing with respect to the Cobra Irrevocable Agreement, the Backstop Agreements or any other financing of Parent, TPO or Applicant.

(l)	Since December 31, 2017, there shall have been no event or occurrence, individually or in the aggregate, that has resulted in any Material Adverse Effect.

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(a)

The Applicant shall provide or cause to be provided to the Issuer evidence reasonably satisfactory to the Issuer (which may (at the Issuer’s reasonable discretion) include delivery of appropriate certificates from responsible officers of the Applicant and Parent), that (a) the Credit to be issued and (b) the issuance of the requested Credit, and the performance by the Applicant and Parent of their obligations with respect thereto, (i) do not conflict with any of the terms, covenants, conditions or provisions of, or constitute a default in respect of, or result in the creation or imposition of, or the obligation to create or impose, any lien (other than the security interests and liens created under the Facility Documents or liens permitted under the Facility Documents) on any of their respective properties pursuant to any contractual obligation, together with such additional information regarding the applicable Credit Party and beneficiary as the Issuer may reasonably request and (ii) is being issued in support of the Bank Guarantee in connection with the Offer.

(b)	Delivery of a request for a Credit in the form attached to the Facility Documents at least three (3) Business Days prior to requested issuance (which period shall be waived for any initial requests delivered on the Effective Date).

(c)	Except with respect to any Credit issued within three (3) Business Days following the Effective Date, payment of all fees due and payable under the Facility Documents with respect to the requested Credit.

(d)	No Default or Event of Default shall have occurred and be continuing under this Agreement. No default or event of default (taking into account the proposed issuance of any requested Credit) shall have occurred and be continuing with respect to the Cobra Irrevocable Agreement, the Backstop Agreements or any other financing of Parent, TPO or Applicant.

(e)	The Facility Documents, Backstop Agreements and Cobra Irrevocable Agreement shall be in full force and effect and the Offer shall not have been revoked, annulled or rescinded.

(a)	Applicant defaults in respect of any payment due to Issuer or to any of Issuer’s subsidiaries or affiliates, whether such payment is due under this Agreement, in respect of any individual Credit or otherwise;

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(b)	Applicant fails to perform or observe any other term or covenant of this Agreement in any material respect and such failure shall not have been remedied or waived within ten (10) Business Days;

(c)	Applicant fails to pay when due any other indebtedness for borrowed money, and such failure continues for more than the period of grace, if any, granted by the creditor(s) with respect to such indebtedness, or any other party to such indebtedness accelerates the maturity of any amount owing in respect thereof as a result of a default with respect to such indebtedness;

(d)	any representation or warranty made by Applicant or Parent or Brookfield Asset Management Inc. in any Facility Document or in any certificate or other document delivered in connection with any Facility Document is untrue in any material respect as of the date made;

(e)	(i) any “Event of Default” shall have occurred and be continuing under any Backstop Agreement; or (ii) any Credit Party shall have defaulted with respect to its obligations under the Cobra Irrevocable Agreement and such failure continues for more than the period of grace, if any, provided with respect thereto;

(f)	the Offer is withdrawn or cancelled;

(g)

(i) any Backstop Agreement or the Cobra Irrevocable Agreement shall cease, for any reason, to be in full force and effect (other than in accordance with its terms following payment and performance in full of all obligations thereunder (other than contingent indemnity and similar obligations which by their express terms survive termination thereof for which no claim has been made)), (ii) any Backstop Agreement or the Cobra Irrevocable Agreement is declared unenforceable by a Governmental Authority having jurisdiction over any party thereto or the subject matter thereof or is otherwise not in full force and effect (other than in accordance with its terms following payment and performance in full of all obligations thereunder (other than contingent indemnity and similar obligations which by their express terms survive termination thereof for which no claim has been made)), or (iii) any Credit Party shall challenge the enforceability of any Facility Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Facility Documents has terminated or ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms;

(h)	any final judgment or judgments for the payment of money (to the extent not paid or to the extent not covered by insurance as to which the relevant insurance company has acknowledged coverage) aggregating in excess of $10 million is or are

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(i)

Applicant makes an assignment for the benefit of creditors, or admits in writing Applicant’s inability to pay Applicant’s debts as they become due, or commences a voluntary case under any applicable bankruptcy, insolvency or other similar law, or files any petition or answer seeking for Applicant any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation relating to creditors’ rights;

(j)	within sixty days after the commencement of an action against Applicant seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such action has not been dismissed or all orders or proceedings thereunder affecting Applicant’s operations or business stayed;

(k)	any actual or threatened seizure, vesting or intervention by or under authority of a government by which Applicant’s management is displaced or its authority or control of its business is curtailed;

(l)	the attachment or restraint of any funds or other property which may be in, or come into, Issuer’s possession or control or of any third party acting on Issuer’s behalf or for Applicant’s account or benefit, or the issuance of any order of any court or other legal process against the same;

(m)	any event causing a Material Adverse Effect occurs;

(n)

Applicant consolidates or merges with or into any other entity, or transfers its property as an entirety or substantially as an entirety, unless (i) the entity (whether Applicant or another entity) formed by or surviving any such consolidation or merger, or to which such transfer shall have been made, shall not be in default under any of the terms, covenants and conditions of this Agreement, (ii) the entity (if other than Applicant) formed by or surviving any such consolidation or merger, or to which such transfer shall have been made, shall be a single (x) corporation or limited liability company organized under the laws of the United States of America or any State thereof or the District of Columbia or (y) sociedad anónima or sociedad limitada organized under the laws of the Kingdom of Spain, and (iii) the entity (if other than Applicant) formed by or surviving any such consolidation or merger, or to which such transfer shall have been made, shall have assumed in writing the payment of

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(o)	a Change of Control shall have occurred; or

(p)

Parent or Brookfield Asset Management Inc. fails to (i) perform its obligations under the Backstop Agreements to which it is a party with respect to the Applicant’s obligations under Section 16(iii)(k) of this Agreement or (ii) perform or observe any other term or covenant of any Facility Document to which it is a party in any material respect and such failure shall not have been remedied or waived within three (3) Business Days;

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(a)

Without limiting any other provision of this Agreement, Applicant agrees that Issuer and Aval Provider and their respective branches, affiliates and correspondents shall not be liable or responsible in any respect for, and Applicant’s reimbursement obligations hereunder shall not be affected by, (a) the use which may be made of any Credit or Bank Guarantee or for any act of or omissions of the beneficiaries under any Credit or Bank Guarantee; (b) the validity, sufficiency, or genuineness of any instructions, oral or written, or any documents which Issuer has determined in good faith to comply on their face with the terms of the relevant Credit or Bank Guarantee, even if such documents should in fact prove to be in any or all respects invalid, fraudulent, or forged; (c) errors, omissions, interruptions or delays in transmission or delivery of any messages or advices from Applicant or the beneficiaries, however sent and whether or not in code or cipher; (d) Issuer’s refusal to pay or honor Drafts drawn under any Credit (or Aval Provider’s refusal to pay or honor draft requests under any Bank Guarantee) because of any applicable law, decree or edict of any Governmental Authority now or hereafter in force; (e) the identity or authority of any signer or the form, accuracy, genuineness, falsification or legal effect of any draft, certificate or other document appearing on its face (i) substantially to comply with the terms and conditions of a Credit or Bank Guarantee, (ii) to be signed or presented by or issued to any successor of the beneficiary or any other Person in whose name a Credit or Bank Guarantee requires or authorizes that any draft, certificate or other document be signed, presented or issued, including any administrator, executor, personal representative, trustee in bankruptcy, debtor in possession, liquidator, receiver, or successor by merger or consolidation, or any other Person purporting to act as the representative of or in place of any of the foregoing, or (iii) to have been signed, presented or issued after a change of name of the beneficiary, (f) any requirement stated in a Credit or Bank Guarantee that any draft, certificate or other document be presented at a particular hour or place and any

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(b)

Applicant acknowledges that Issuer’s rights and obligations under a Credit and Aval Provider’s rights and obligations under a Bank Guarantee are independent of the existence, performance or nonperformance of any contract or arrangement underlying a Credit or Bank Guarantee, including contracts or arrangements between Issuer and Applicant and between Applicant and the beneficiary of a Credit or Bank Guarantee. Issuer and Aval Provider shall have no duty to notify Applicant of Issuer’s or Aval Provider’s receipt of a demand or a Draft, certificate or other document presented under a Credit or bank Guarantee or of Issuer’s or Aval Provider’s decision to honor such demand. Issuer and Aval Provider may, without incurring any liability to Applicant or impairing Issuer’s entitlement to reimbursement under this Agreement, honor a demand under a Credit or Bank Guarantee despite notice from Applicant of, and without any duty to inquire into, any defense to payment or any adverse claims or other rights against the beneficiary of a Credit or Bank Guarantee or any other Person. Issuer and Aval Provider shall have no duty to request or require the presentation of any document, including any default certificate, not required to be presented under the terms and conditions of a Credit or Bank Guarantee. Issuer and Aval Provider shall have no duty to seek any waiver of discrepancies from Applicant, nor any duty to grant any waiver of discrepancies that Applicant approves or requests.

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(a)

Each Credit Party is organized, validly existing and in good standing under the laws of its applicable jurisdiction of organization. The Applicant (a) has the power and authority, and the legal right, to conduct the business in which it is currently engaged; (b) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where the conduct of its business requires such qualification; and (c) is in compliance with all material requirements of applicable law.

(b)

Each Credit Party has the power and authority, and the legal right, to make, deliver and perform the Facility Documents to which it is a party and, with respect to the Applicant, to obtain extensions of credit hereunder. Each Credit Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Facility Documents to which it or the Applicant is a party and to authorize the extensions of credit to the Applicant on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the transactions contemplated hereby and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement of the other Facility Documents. Each Credit Party has duly executed and delivered each Facility Document to which it is a party. This Agreement constitutes, and each other Facility Document upon execution will constitute, a legal, valid and binding obligation of each Credit Party party thereto, enforceable against each such Credit Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

(c)	The execution, delivery and performance of this Agreement and the issuance of the Credit will not violate any law, any provision of the certificate of formation (escritura de constitución), articles of association (estatutos) or other organizational documents of Applicant or violate any contractual obligation of any Credit Party, and will not

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(d)	No default or event of default exists or, after giving effect to any Draw, will exist, under the Cobra Irrevocable Agreement, any Backstop Agreement or any other Facility Document.

(e)	No Default or Event of Default exists or, after giving effect to any Draw, will exist, under this Agreement.

(f)	No extensions of credit hereunder, will be used for “buying” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulation U as now and from time to time hereafter in effect or for any purpose that violates the provisions of the regulations of the Board.

(g)	Neither Parent nor any of its subsidiaries is (i) subject to regulation under the Investment Company Act of 1940 (as amended) or (ii) a “registered investment company” or a company “controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment company” as such terms are defined in the Investment Company Act of 1940 (as amended).

(h)	On the Effective Date, Parent and its subsidiaries are, on a consolidated basis, and after giving effect to the extensions of credit made hereunder will be, solvent.

(i)	(i) The full legal name of the Applicant is TERP Spanish HoldCo, S.L.; and (ii) the Applicant is a sociedad limitada organized under the laws of the Kingdom of Spain.

(j)

The Applicant (a) has not conducted any business other than the business contemplated by the Articles of Association and (b) has no outstanding contractual obligations other than those (i) set forth in the Facility Documents or (ii) allowed pursuant to its Articles of Association and the Facility Documents and related to the incorporation and ongoing corporate matters of the Applicant, its acquisition by Norrington or the Offer.

(k)	There are no pending, nor has any Credit Party received written notice regarding, threatened actions or proceedings of any kind, including actions or proceedings of or before any Governmental Authority, to which a Credit Party or any subsidiary or affiliate thereof that is an Account Party is a party or is subject, or by which any of

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(l)

Each financial statement of the Applicant, delivered to Issuer, has been prepared in conformity with Spanish GAAP and fairly presents, in all material respects, the financial position of the Applicant described in such financial statements as at the respective dates thereof and the results of operations and the changes in cash flows of the Applicant described therein for each of the periods then ended except as otherwise noted therein and subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. As of December 31, 2017, the Applicant did not have any material Indebtedness or material guarantees other than as referenced, reflected or provided for in such audited financial statements (or in the notes thereto) in accordance with customary auditing standards.

(m)

All written information (other than any “forward looking statements”) (the “Information”) concerning the Credit Parties and the transactions contemplated hereby prepared by, or as directed by, the Credit Parties or any of their Affiliates and made available to Issuer on or prior to the Effective Date in connection with the transactions contemplated hereby, when taken as a whole, was true and correct in all material respects as of the date such Information was furnished to the Issuer and as of the Effective Date and (as of the date such Information was furnished to the Issuer and as of the Effective Date) did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein (taken as a whole) not materially misleading in light of the circumstances under which such statements were made.

(n)

The Applicant (a) has timely filed or caused to be timely filed all material tax returns required to have been filed by them and (b) have timely paid or caused to be paid all material taxes due and payable by them, except any taxes or assessments that are being contested in good faith by appropriate proceedings for which appropriate reserves have been established in accordance with Spanish GAAP. No tax liens have been filed with respect to the assets of the Applicant.

(o)

None of the Credit Parties nor any of their respective properties or assets is in violation of (nor will the continued operation of its properties and assets as currently conducted violate) (i) its organizational documents or (ii) any currently applicable laws, except (solely with respect to this clause (ii)) any violation or non-compliance that would not reasonably be expected to result in a Material Adverse Effect. None of the Credit Parties are in default under or with respect to any of their respective material

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(p)	None of the Credit Parties has engaged in any unfair labor practice that would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

(q)	The Applicant does not have any employees in the United States and is not subject to the jurisdiction of or any regulations related to the Employee Retirement Income Security Act of 1974, as amended.

(r)	The activities of the Credit Parties and each subsidiary thereof are in compliance with all, and have not violated any, environmental laws, other than as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect.

(s)

None of the Credit Parties or any subsidiary thereof has received any written notice that any aspect of the business or the operations or facilities (whether owned or leased) of any Credit Party is in violation of, or in noncompliance with, any environmental law or is subject to liability under any environmental law, that would reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect.

(t)

Parent owns and controls, directly or indirectly, more than a majority of the voting power and economic interests in the Applicant. All of the issued and outstanding membership interests of the Applicant have been duly authorized and issued and are fully paid and non-assessable. For purposes of this paragraph, “control” of a Person means the power, directly or indirectly, either to (a) vote the specified percentage of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

(u)	No member of the Group, nor any of Applicant’s or their respective joint ventures, directors, officers or employees nor, to Applicant’s knowledge, any Persons acting on any of their behalf (a) is a Restricted Party; or (b) has received notice of or is aware of any claim, action, suit, proceeding or investigation against it with respect to Sanctions by any Sanctions Authority.

(v)	The operations of each member of the Group are and have been conducted at all times in compliance with all applicable Anti-Money Laundering Laws and Anti-Corruption Laws and no action, suit or proceeding by or before any Governmental Authority or any arbitrator involving a member of the Group with respect to Anti-

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(a)

as soon as practicable and in any event within sixty (60) days after the end of each quarterly period in each fiscal year, which is not the end of a fiscal year, Parent’s unaudited consolidated profit and loss statements and reconciliation of retained earnings statements for the period from the beginning of the current fiscal year to the end of such quarterly period, and Parent’s consolidated balance sheet as at the end of such quarterly period, setting forth in each case in comparative form corresponding consolidated figures from the corresponding period in the immediately preceding fiscal year, all in reasonable detail and prepared in accordance with U.S. GAAP and certified by Parent’s chief financial officer, treasurer, assistant treasurer or controller (“Responsible Officer”) subject to changes resulting from year-end adjustments that such financial statements fairly present in all material respects the financial condition and results of operations for such period; provided that the filing by Parent of its quarterly reports and consolidated financial statements on either the U.S. Securities and Exchange Commission’s EDGAR filing system or a publicly accessible website will be deemed to satisfy the obligations of Applicant under this Section 16(ii)(a);

(b)	promptly upon obtaining knowledge of the occurrence of any Event of Default pursuant to Section 8 (Default) or any event which with notice or lapse of time or both would constitute an Event of Default pursuant to Section 8 (Default), notify Issuer thereof in writing, specifying the nature thereof and the action Applicant proposes to take with respect thereto;

(c)	prompt written notice of any event or development that Applicant believes would reasonably be expected to have a Material Adverse Effect;

(d)	with reasonable promptness, any other financial data relating to the performance of this Agreement and Applicant’s affairs that Issuer may from time to time reasonably request; and

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(e)	by the last Business Day of each month, provide a Responsible Officer’s certificate certifying the available amounts to be drawn under each of the Backstop Agreements, and that no default or event of default under such Backstop Agreement exists and that, to the knowledge of such Responsible Officer, such amounts are available to be drawn.

(a)

comply with all New York, United States and non-United States laws, regulations and rules (including all tax, Anti-Money Laundering Laws, Anti-Corruption Laws, Sanctions, foreign exchange and foreign assets control regulations and other trade-related regulations) and letter of credit customs and practice now or later applicable to a Credit, transactions related to a Credit, or Applicant’s execution, delivery and performance under this Agreement and deliver to Issuer, upon reasonable request, satisfactory evidence of such compliance;

(b)	conduct the Offer at all times in compliance with the terms and conditions of the Offer Documents;

(c)	permit Issuer to inspect Applicant’s books and records on reasonable notice;

(d)	preserve and maintain Applicant’s existence, rights, franchises and business operations;

(e)

except as otherwise expressly permitted under the Facility Documents, (i) maintain and preserve its existence as a sociedad limitada and all material rights, privileges and franchises necessary or desirable in the normal conduct of its business and (ii) perform (to the extent not excused by force majeure events or the non-performance of the other party), all of its material contractual obligations under the Facility Documents, the Cobra Irrevocable Agreement and all other agreements and contracts by which it is bound;

(f)

maintain adequate books, accounts and records and prepare all financial statements required under the Facility Documents in accordance with Spanish GAAP and in compliance with the regulations of any Governmental Authority having jurisdiction thereof, and permit each of the employees or agents of the Issuer during business hours and upon reasonable prior notice to inspect all Applicant’s and Applicant’s subsidiaries’ properties, to examine or audit all of Applicant’s books, accounts and records and make copies and memoranda thereof;

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(g)

file, as and when due, all tax returns and shall pay, or cause to be paid, as and when due and prior to delinquency, all taxes, assessments and governmental charges of any kind that may at any time be lawfully assessed or levied against or with respect to Applicant; provided, that Applicant may contest in good faith any such taxes, assessments and other charges and, in such event, may permit the taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when Applicant is in good faith contesting the same, so long as (i) reasonable reserves have been established in an amount sufficient to pay any such taxes, assessments or other charges, accrued interest thereon and potential penalties or other costs relating thereto, or other adequate provision for the payment thereof shall have been made; (ii) enforcement of the contested tax, assessment or other charge is effectively stayed for the entire duration of such contest; and (iii) any tax, assessment or other charge determined to be due, together with any interest or penalties thereon, is paid when due after resolution of such contest;

(h)

at its expense, within such time as may be required by applicable law comply, or cause compliance in all material respects, with all legal requirements applicable to Applicant, except that Applicant may, at its expense, contest by appropriate proceedings conducted in good faith the validity or application of any such legal requirements provided that (i) none of Issuer, Aval Provider or any Credit Party would be subject to any criminal liability for failure to comply therewith; and (ii) all proceedings to enforce such legal requirements against the Issuer, Aval Provider, or any Credit Party, shall have been duly and effectively stayed during the entire pendency of such contest;

(i)	cause to be maintained at all times, and provide evidence reasonably acceptable to Issuer that availability exists, minimum availability under Backstop Agreements as follows: (1) no less than US$400,000,000 under the Revolver and (2) no less than US$500,000,000 under the Sponsor Line;

(j)

if at any time after the Effective Date, the Applicant agrees to limitations on Indebtedness, limitations on liens or financial covenants, in the documentation evidencing any other Indebtedness of the Applicant, any of which are more stringent or restrictive than the limitations or financial covenants in this Agreement, or, with respect to the Santander Facility, any covenants more favorable to the lender under such facility, then, at Issuer’s option (which may be exercised at any time), this Agreement will be deemed automatically amended so that Issuer also shall benefit from such more stringent or restrictive limitations and financial covenants, or with respect to the Santander Facility, any such covenants, such that a breach of such more stringent or restrictive limitations and financial covenants or other covenants

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(k)	in the event that that (x) Issuer shall demand that Applicant fund any cash collateral deposit pursuant to the last paragraph of Section 8 (Defaults) or (y) any Draft is made on a Credit,

(i)

promptly (and in any event not more than (x) three (3) Business Days following such demand or Draft with respect to any drawing described in sub-clause (A) immediately below or (y) forty-five (45) days following such demand or Draft with respect to any issuance described sub-clause (B) immediately below) cause Parent to take (and/or cause its applicable subsidiaries (including TPO) (as the case may be) to take) the following actions to the extent required to ensure that the Applicant has immediately available cash in U.S. Dollars in an amount at least equal to any demanded cash collateral and (without duplication) outstanding Draft (together with any other Obligations then payable) and any corresponding collateralization, reimbursement or other obligations due under the Santander Facility:

(ii)	promptly (and in any event not more than forty-five (45) days following the applicable demand or Draft), cause Parent to make or cause to be made (and/or cause its applicable subsidiaries (including TPO) (as the case may be) to make or cause to be made) equity contributions to Applicant (utilizing in whole or in part, in its sole discretion, an amount up to the net proceeds

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(l)	on or prior to the third (3rd) Business Day following the Effective Date, pay all fees due and payable pursuant to Section 3 (Payment for Services Rendered), together with all costs and expenses, including legal expenses, of the Issuer and Aval Provider and any fees payable pursuant to any Credit and Bank Guarantee issued on or prior to the third (3rd) Business Day following the Effective Date.

(a)

directly or indirectly, use, lend, make payments of, contribute or otherwise make available, all or any part of the proceeds of any Credit or other transaction(s) contemplated by this Agreement to fund any trade, business or other activities: (i) involving or for the benefit of any Restricted Party, or (ii) in any other manner that would reasonably be expected to result in any member of the Group or any Lender being in breach of Sanctions, Anti-Money Laundering Laws, and/or Anti-Corruption Laws (if and to the extent applicable to them) or becoming a Restricted Party;

(b)	enter into or become a party to any contracts or agreements not related to ownership of SAY or the transactions contemplated by the Facility Documents;

(c)	sell, assign, pledge or in whatever form dispose of or encumber any of the SAY shares acquired under the Offer until any amounts due by the Applicant under this Agreement and all of the Applicant’s Obligations hereunder have been fully satisfied;

(d)	liquidate, wind-up or dissolve, or sell or lease or otherwise transfer or dispose of all or any substantial part of its property, assets or business or combine, merge or

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(e)	except as provided in the Santander Facility or other Facility Documents, become liable as a surety, guarantor, accommodation endorser or otherwise, for or upon the obligation of any other Person or otherwise create, incur, assume or suffer to exist any contingent obligation;

(f)	except as provided in the Santander Facility, this Agreement or the other Facility Documents, incur, create, assume or permit to exist any Indebtedness or any lien on Applicant’s assets or properties;

(g)

execute a binding agreement to become a general or limited partner in any partnership, or a member in any limited liability company, sociedad de responsabilidad limitada, sociedad anónima, other company, or a joint venturer in any joint venture or acquire property, create and hold stock or other equity interests in any Person or form or acquire any subsidiaries, in each case (i) other than the Applicant and (ii) not related to ownership of SAY or the transactions contemplated by the Facility Documents;

(h)	cause, consent to, or permit any termination, amendment, modification, variance or waiver of timely compliance with any terms or conditions of the certificate of formation (escritura de constitución) or any other organizational documents of Applicant;

(i)	change its name or its jurisdiction of organization without written notice to the Issuer at least thirty days prior to such change, or change its fiscal year;

(j)	change the location of its chief executive office or principal place of business without written notice to the Issuer within thirty (30) days after such change;

(k)	modify or amend, waive or terminate in any manner adverse to the Issuer, any of the Backstop Agreements or the Cobra Irrevocable Agreement; or

(l)	modify or amend the Santander Facility without Issuer’s prior written consent.

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(a)	the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

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(b)	the effects of any Bail-in Action on any such liability, including, if applicable:

(i)	a reduction in full or in part or cancellation of any such liability including without limitation a reduction in any accrued or unpaid interest in respect of such liability;

(ii)

a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any Credit; or

(iii)	the variation of the terms of this Agreement or any Credit to give effect to the exercise of the write-down and conversion powers of any EEA Resolution Authority.

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1.

We will pay you on or before the applicable Reimbursement Due Date in lawful money of the United States of America all monies paid by you under or pursuant to said letter of credit, together with interest, commission and all customary charges; we also authorize you to charge any of our accounts with you for all monies so paid or for which you become liable under said letter of credit and we agree, at least forty-five (45) days after the same is due, to provide you with funds to meet all disbursements or payments of any kind or character, together with commission, interest and charges which you have paid or to which you are entitled under or pursuant to said letter of credit.

2.	Neither you nor your correspondents shall be in any way responsible for performance by any beneficiary of its obligations to us, nor for the form, sufficiency, correctness, genuineness, authority of person signing, falsification or legal effect of any documents called for under said letter of credit if such documents on their face appear to be in order.

3.

Subject to the law and customs and practices existing in the area where the beneficiary is located, said letter of credit shall be subject to, and performance by you, your correspondent and the beneficiary thereunder shall be governed by the International Standby Practices, International Chamber of Commerce Publication No. 590 (“ISP98”) or Uniform Customs and Practice for Documentary Credits, 2007 Revision, International Chamber of Commerce Publication No. 600 (The “UCP”).

4.	It is agreed that all directions and correspondence relating to the said letter of credit are to be sent at our risk and that you do not assume any responsibility for any inaccuracy, interruption, error or delay in transmission or delivery by post, telex or other electronic medium, or for any inaccuracy of translation.

5.

The undersigned agree that at all times now and hereafter they will indemnify and save you harmless from and against all loss or damage to you arising in connection with said letter of credit, unless due to negligence on your part, and all costs, charges and expenses and all actions or suits, whether groundless or otherwise, including reasonable and documented counsel fees, it being the purpose of this agreement to fully protect you in the premises.

6.	The execution, delivery and performance of this agreement, and the appointment of the undersigned to execute this agreement on behalf of the Applicant, are within the Applicant’s (or each Applicant’s) power and have been duly authorized by all necessary action.

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1.	Object. Certain Definitions

1.1

Upon satisfaction of all conditions set forth in Section 7 (Conditions Precedent) below and: (i) the Stated Amount (as defined below) of the Bank Guarantee issued under this Agreement not exceeding the amount of €497,619,261 (the “Facility Amount”) and; (ii) no Default (as defined below) or Event of Default (as defined below) shall have occurred and be continuing, the Aval Provider will issue the Bank Guarantee pursuant to its commitment under this Agreement to guarantee the obligations of the Applicant in respect of the full payment of the cash consideration under the takeover bid announced by the Applicant for all of the outstanding shares of Saeta Yield, S.A. (“SAY” and the “Offer”) vis-à-vis the Comisión Nacional del Mercado de Valores (the “CNMV”) or the “Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. Unipersonal” (“Iberclear”), as the entity responsible for the Spanish clearing and settlement system, and for the benefit of the SAY shareholders accepting the Offer, all in accordance with Royal Decree 1066/2007,

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1.2	As used herein, the following terms shall have the following meanings:

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(a)	the Credit and Guaranty Agreement, dated as of October 17, 2017, among TPO, as borrower, TerraForm Power, LLC, as a guarantor, certain subsidiaries of TPO, as guarantors, the lenders party thereto from time to time, and HSBC Bank USA, National Association, as administrative agent and collateral agent (the “Revolver”);

(b)	the Credit Agreement, dated as of October 16, 2017, by and among Parent, as borrower, and Brookfield Asset Management Inc., a corporation existing under the laws of the Province of Ontario, and Brookfield Finance Luxembourg S.à r.l., a société à responsabilité limitée organized under the laws of the Grand Duchy of Luxembourg, as Lenders (the “Sponsor Line”); and

(c)	the Support Agreement dated as of February 6, 2018 by and among Parent and Brookfield Asset Management Inc. (the “Support Agreement”).

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(a)	directly or indirectly, 100% of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of TPO and NSF, excluding any incentive distribution rights in TPO (as in effect on the date hereof);

(b)	directly, or indirectly through TPO and NSF, 100% of the voting power of the membership interests and economic interests of the Applicant, excluding any incentive distribution rights in TPO (as in effect on the date hereof).

(a)	this Agreement;

(b)	an intercreditor agreement with Natixis, New York Branch (the “Intercreditor Agreement”), as issuer under the Applicant’s other bank guarantee, dated as of the date hereof, relating to the Offer and formalized through a continuing agreement for letters of credit (the “Natixis Facility”);

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(c)	those two certain comfort letter agreements, dated as of the date of this Agreement, issued by Brookfield Asset Management Inc. and Parent (respectively) in favor of the Aval Provider; and

(d)	other documents designated by the Aval Provider acting reasonably.

(a)	interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;

(b)	other agreements or arrangements designed to manage interest rates or interest rate risk; and

(c)	other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices.

(a)	in respect of borrowed money;

(b)	evidenced by bonds, notes, debentures or similar instruments;

(c)	in respect of letters of credit, banker’s acceptances or other similar instruments (or reimbursement agreements in respect thereof);

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(d)	representing Capital Lease Obligations;

(e)	representing the balance deferred and unpaid of the purchase price of any property or services due more than sixty (60) days after such property is acquired or such services are completed; or

(f)	representing any Hedging Obligations,

(a)	the Irrevocable Undertaking Agreement entered into in relation to the Offer dated as of February 6, 2018 between Applicant, Cobra Concesiones, S.L. and GIP II Helios, S.à r.l. (the “Cobra Irrevocable Agreement”);

(b)	the Irrevocable Undertaking Agreement entered into in relation to the Offer, dated as of February 6, 2018 between Applicant and Mutuactivos, S.A.U., S.G.I.I.C. (the “Mutuactivos Irrevocable Agreement”); and

(c)	that certain Irrevocable Undertaking Agreement entered into in relation to the Offer, dated as of February 6, 2018 between Applicant and Sinergia Advisors 2006, A.V., S.A. (the “Sinergia Irrevocable Agreement”).

(a)	the business, operations, properties, assets or condition (financial or otherwise) of the Applicant and the Credit Parties, taken as a whole;

(b)	the ability of Applicant to fully and timely perform its obligations under this Agreement;

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(c)	the legality, validity, binding effect or enforceability against any Applicant of this Agreement; or

(d)	the rights and remedies available to, or conferred upon, the Aval Provider under this Agreement.

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(a)	the exchange rate reported by Bloomberg as of the end of the second TARGET2 Day preceding the date of payment or other determination, or

(b)

if such report is unavailable for any reason, the spot rate for the purchase of Euros with U.S. Dollars as in effect during the second Business Day preceding the date of payment or other determination in the Aval Provider’s principal foreign exchange trading office for Euros; provided that the Aval Provider may obtain such spot rate from another nationally recognized financial institution designated by the Aval Provider if it does not have as of the applicable date of payment or other determination a spot buying rate for the purchase of Euros with U.S. Dollars.

2.	Payment for and execution of the Bank Guarantee

2.1	Applicant agrees to reimburse the Aval Provider in Euros, the amount of any payment or disbursement under the Bank Guarantee.

2.2

Applicant’s obligation to make payments in Euros hereunder shall not be satisfied by any tender, or any recovery by the Aval Provider pursuant to the Intercreditor Agreement or any judgment, which is expressed in or converted into any currency other than Euros, except to the extent that such tender or recovery results in the actual receipt by the Aval Provider in Spain of the full amount of Euros payable under this Agreement.

3.1	The Applicant agrees to pay the Aval Provider’s usual and customary charges for the issuance of any Bank Guarantee and for any wire transfers.

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3.2	In addition, Applicant shall pay the Aval Provider in Euros:

3.2.1	a one-time upfront fee on the third (3rd) Business Day following the Effective Date in an amount equal to 0.20% of the Facility Amount, earned and due and payable in Euros upon the issuance of a Bank Guarantee pursuant to this Agreement;

3.2.2

a fee payable in Euros in arrears of every quarterly period (or the portion thereof) to take place during the term of this Agreement (the first quarterly period commencing on March 7, 2018), on the last Business Day of every quarterly period and on the last Business Day of the term of this Agreement, equal to the product of: (1) (x) the daily average Stated Amount outstanding for the relevant quarterly period (or portion thereof) multiplied by (y) a fraction, the numerator of which is the number of days in such quarterly period (or portion thereof) and the denominator of which is 360, multiplied by (2) the corresponding Applicable Rate;

3.2.3

upon the Aval Provider’s written demand, from and after the occurrence of an Event of Default or any event of default under any other direct agreements between the Aval Provider and any of its affiliates (on the one hand) and a Credit Party (on the other hand) interest on any amounts payable hereunder (including any fees and any required reimbursement), at the then-prevailing interest rate hereunder (including the Applicable Rate) plus 2.00% to the date of payment by Applicant (said interest to be calculated on the basis of the actual number of days elapsed in a 360-day year); and

3.2.4	promptly upon the Aval Provider’s written demand, all liabilities, charges and reasonable expenses (including reasonable and properly documented out-of-pocket attorneys’ fees and expenses) paid by or incurred by the Aval Provider in connection with a Bank Guarantee or this Agreement or the enforcement hereof.

3.3

Subject to the immediately following paragraph and Section 7 (Conditions Precedent) below, interest shall be payable on any outstanding and unreimbursed amounts due to the Aval Provider pursuant to this Agreement from the date on which the relevant amount is payable until the date of repayment in full in Euros and in immediately available funds at a rate equal to the Base Rate plus the Applicable Rate.

4.1

If the Aval Provider determines that the introduction or effectiveness of, or any change in, any law or regulation or compliance with any guideline or request (whether or not having the force of law) from any Governmental Authority which affects or would affect the amount of capital or reserves required or expected to be maintained by the Aval Provider, and the Aval Provider determines that the amount of such capital or reserves is increased by or based

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4.2

Any and all payments by or on account of any of Applicant’s obligations hereunder (the “Obligations”) shall be made free and clear of and without reduction or withholding for any Indemnified Taxes imposed by or within the jurisdiction of Applicant’s organization, or the jurisdiction from which payment hereunder is being made, provided that if Applicant shall be required by applicable law to deduct any Indemnified Taxes from such payments, then:

4.2.1	the sum payable shall by increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this section), the Aval Provider receives an amount in Euros equal to the sum it would have received had no such deductions been made;

4.2.2	Applicant shall make such deductions; and

4.2.3	Applicant shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

4.3

In addition, Applicant shall indemnify the Aval Provider for, and hold the Aval Provider harmless against, the full amount of Indemnified Taxes (including any taxes of any kind imposed or asserted by any jurisdiction on amounts payable under this section) imposed on or paid by the Aval Provider or any affiliate of the Aval Provider in respect of any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally asserted. Payment under this indemnity shall be made within thirty (30) days from the date the Aval Provider makes written demand therefor.

4.4

Within thirty (30) days after the date of any payment of Indemnified Taxes, Applicant shall furnish to the Aval Provider at the Aval Provider’s address listed above, the original or a certified copy of a receipt evidencing such payment. In case of any payment hereunder by or on behalf of Applicant, if Applicant determines that no Indemnified Taxes are payable in respect thereof, Applicant shall, at the Aval Provider’s request, furnish, or cause the payor to furnish, to the Aval Provider an opinion of counsel acceptable to the Aval Provider in form and substance acceptable to the Aval Provider stating that such payment is exempt from Indemnified Taxes.

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4.5	Notwithstanding anything to the contrary provided elsewhere in this Agreement and/or the relevant Bank Guarantee, Applicant shall not be liable to make any payment to the Aval Provider pursuant to this Section 4 for, or in relation to the following taxes:

4.5.1	taxes, franchise taxes and similar taxes measured by, or assessed against, the Aval Provider’s net income, profit or capital and imposed by the jurisdiction in which the Aval Provider’s principal office is situated; and

4.5.2	any taxes that would not be imposed but for a connection between the Aval Provider and such taxing jurisdiction, or any political subdivision thereof of taking authority therein, other than as a result of this Agreement or taxes imposed by the Kingdom of Spain (the “Excluded Taxes”).

5.1

Applicant agrees to indemnify and hold the Aval Provider and its correspondents and its officers, directors, affiliates, employees, attorneys, advisors, consultants and agents (each an “Indemnified Person”) harmless against any and all claims, losses, costs, expenses, liabilities or damages, including reasonable and properly documented out-of-pocket attorney fees and other dispute resolution expenses related thereto, howsoever arising from or in connection with:

5.1.1	the issuance of a Bank Guarantee and/or the transactions contemplated hereby;

5.1.2	any payment or action taken or omitted to be taken in connection with a Bank Guarantee (including any action or proceeding seeking:

5.1.2.1	to restrain any drawing under a Bank Guarantee;

5.1.2.2	compel or restrain the payment of any amount or the taking of any other action under any Bank Guarantee;

5.1.2.3	to compel or restrain the taking of any action under this Agreement or any other Facility Document; or

5.1.2.4	to obtain similar relief (including by way of interpleader, declaratory judgment, attachment or otherwise), regardless of who the prevailing party is in any such action or proceeding),

5.1.3	the enforcement of this Agreement or any other Facility Document; or

5.1.4	any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority or any other cause beyond the Aval Provider’s control,

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5.2

Promptly upon the Aval Provider’s written demand, the Applicant shall compensate the Aval Provider for, and hold the Aval Provider harmless from, any loss, cost or expense incurred by it as a result of any failure by Applicant to make payments in Euros of any payment under a Bank Guarantee (or interest due thereon or other Obligations) denominated in Euros on its due date, including any foreign exchange losses.

5.3	Applicant agrees to pay promptly upon the Aval Provider’s written demand from time to time all amounts owing under this section.

7.1	The effectiveness of this Agreement is subject to the prior or concurrent satisfaction of each of the conditions precedent set forth in this Section (the date such conditions precedent are satisfied, the “Effective Date”) to the satisfaction of the Aval Provider:

7.1.1	Satisfactory completion of the Aval Provider’s due diligence in connection with the transactions contemplated in the Facility Documents.

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7.1.2	The Aval Provider shall have received this Agreement and other Facility Documents, in form and substance satisfactory to it, executed and delivered by each party thereto (as applicable) and such documentation shall be in full force and effect.

7.1.3	There shall have been delivered to the Aval Provider all of the following:

7.1.3.1	certified or unanimous consent resolutions signed by all shareholders of the Applicant and authorizing Applicant to enter into the Facility Documents to which it is a party and to take all action relative to such Facility Documents; authorizing the Applicant to sign the same; and containing the true signatures of such persons on which the Aval Provider may conclusively rely;

7.1.3.2	copies of the Applicant’s and Parent’s respective Articles of Association as in effect on the Effective Date and an organizational chart of the Parent;

7.1.3.3	a copy of a certificate of good standing issued by competent authorities in Spain and any other applicable jurisdiction (as applicable) (issued within the last thirty (30) days) for the Applicant and Parent;

7.1.3.4	a certificate of incumbency for the Applicant and Parent; and

7.1.3.5	a certificate of a responsible officer of the Applicant and Parent with each of the appropriate attachments.

7.1.4	The Aval Provider shall have received a draft of the authorization request for the Offer, the Offer document (folleto informativo) and the announcement of the Offer.

7.1.5	Delivery of certified, complete copies of all Backstop Agreements and Irrevocable Agreements (including any consents or waivers required in thereunder in connection with the transactions contemplated by the Facility Documents).

7.1.6

Each of the representations and warranties made by the Applicant in Section 15.1 and by any Credit Party pursuant to the Facility Documents, Backstop Agreements and Irrevocable Agreements to which it is a party shall be true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality,” “Material Adverse Effect” or similar qualifier, in which case, it shall be true and correct in all respects) on and as of the date such representation or warranty is made.

7.1.7	The Aval Provider shall have received a legal opinion of Sullivan & Cromwell LLP, as New York counsel to each of the Credit Parties, and a legal opinion of Uría Menéndez Abogados, S.L.P., as Spanish counsel to each of the Credit Parties, dated

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7.1.8

The Aval Provider shall have received correct and complete copies of the unaudited de-consolidated audited financial statements of the Applicant for the fiscal year ended December 31, 2017, and accompanied by a Responsible Officer’s certificate dated the Effective Date, certifying that such financial statements fairly present in all material respects the financial condition and results of operations of the Applicant for such period and that such financial statements have been prepared in accordance with Spanish GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments).

7.1.9	The Aval Provider shall have received all documentation and other information requested by the Aval Provider in order to comply with requirements of bank regulatory authorities under applicable “know your customer” laws and Anti-Corruption Law sand Anti-Money Laundering Laws.

7.1.10	No Default or Event of Default shall have occurred and be continuing under this Agreement. No default or event of default (taking into account the proposed issuance of any requested Bank Guarantee) shall have occurred and be continuing with respect to the Cobra Irrevocable Agreement, the Backstop Agreements or any other financing of Parent, TPO or Applicant.

7.1.11	Since December 31, 2017, there shall have been no event or occurrence, individually or in the aggregate, that has resulted in any Material Adverse Effect.

7.2	The obligation of the Aval Provider to issue, amend, renew or extend any Bank Guarantee hereunder is subject to the satisfaction (or waiver by the Aval Provider), of the following conditions precedent:

7.2.1

The Applicant shall provide or cause to be provided to the Aval Provider evidence reasonably satisfactory to the Aval Provider (which may (at the Aval Provider’s reasonable discretion) include delivery of appropriate certificates from responsible officers of the Applicant and Parent), that (a) the Bank Guarantee to be issued and the performance by the Applicant and Parent of their obligations with respect thereto do not conflict with any of the terms, covenants, conditions or provisions of, or constitute a default in respect of, or result in the creation or imposition of, or the obligation to create or impose, any lien (other than the security interests and liens

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7.2.2	Payment of all fees which are due and payable on the Effective Date under the Facility Documents with respect to the Bank Guarantee.

7.2.3	No Default or Event of Default shall have occurred and be continuing under this Agreement. No default or event of default (taking into account the proposed issuance of any Bank Guarantee) shall have occurred and be continuing with respect to the Cobra Irrevocable Agreement, the Backstop Agreements or any other financing of Parent, TPO or Applicant.

7.2.4	The Facility Documents, Backstop Agreements and the Cobra Irrevocable Agreement shall be in full force and effect and the Offer shall not have been revoked, annulled or rescinded.

8.1	Should any of the following occur (each, an “Event of Default”):

8.1.1	Applicant defaults in respect of any payment due to the Aval Provider or to any of the Aval Provider’s subsidiaries or affiliates, whether such payment is due under this Agreement, in respect of any Bank Guarantee or otherwise;

8.1.2	Applicant fails to perform or observe any other term or covenant of this Agreement in any material respect and such failure shall not have been remedied or waived within ten (10) Business Days after the earlier of (i) an officer of any Credit Party becoming aware of such failure or (ii) receipt by Applicant of notice from the Aval Provider of such failure;

8.1.3	Applicant fails to pay when due any other indebtedness for borrowed money, and such failure continues for more than the period of grace, if any, granted by the creditor(s) with respect to such indebtedness, or any other party to such indebtedness accelerates the maturity of any amount owing in respect thereof as a result of a default with respect to such indebtedness;

8.1.4	any representation or warranty made by Applicant, Parent or Brookfield Asset Management Inc. in any Facility Document or in any certificate or other document delivered in connection with any Facility Document is untrue in any material respect as of the date made;

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8.1.5	any “Event of Default” shall have occurred and be continuing under any Backstop Agreement; or any Credit Party shall have defaulted with respect to its obligations under the Cobra Irrevocable Agreement and such failure continues for more than the period of grace, if any, provided with respect thereto;

8.1.6	the Offer is withdrawn or cancelled;

8.1.7	any Backstop Agreement or the Cobra Irrevocable Agreement shall cease, for any reason, to be in full force and effect (other than in accordance with its terms following payment and performance in full of all obligations thereunder (other than contingent indemnity and similar obligations which by their express terms survive termination thereof for which no claim has been made);

8.1.8

any Backstop Agreement or the Cobra Irrevocable Agreement is declared unenforceable by a Governmental Authority having jurisdiction over any party thereto or the subject matter thereof or is otherwise not in full force and effect (other than in accordance with its terms following payment and performance in full of all obligations thereunder (other than contingent indemnity and similar obligations which by their express terms survive termination thereof for which no claim has been made); or

8.1.9	any Credit Party shall challenge the enforceability of any Facility Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Facility Documents has terminated or ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms;

8.1.10

any final judgment or judgments for the payment of money (to the extent not paid or to the extent not covered by insurance as to which the relevant insurance company has acknowledged coverage) aggregating in excess of $10 million is or are outstanding against Applicant and any one of such judgments has remained unpaid, unvacated, unbonded, or unstayed by appeal or otherwise for a period of sixty days from the date of its entry;

8.1.11

Applicant makes an assignment for the benefit of creditors, or admits in writing Applicant’s inability to pay Applicant’s debts as they become due, or commences a voluntary case under any applicable bankruptcy, insolvency or other similar law, or files any petition or answer seeking for the Applicant any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation relating to creditors’ rights;

8.1.12	within sixty days after the commencement of an action against Applicant seeking any reorganization, arrangement, composition, readjustment, liquidation,

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8.1.13	any actual or threatened seizure, vesting or intervention by or under authority of a government by which Applicant’s management is displaced or its authority or control of its business is curtailed;

8.1.14	the attachment or restraint of any funds or other property which may be in, or come into, the Aval Provider’s possession or control or of any third party acting on the Aval Provider’s behalf or for Applicant’s account or benefit, or the issuance of any order of any court or other legal process against the same;

8.1.15

any entity or authority or department or body pertaining to the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury, United Nations, European Union or to any other organization or entity to which Spain is subject or obliged to comply with its sanctions in relation to money laundering and financing of terrorism has initiated (or informed the Credit Parties that it will initiate) any sanction, regulatory or other proceeding against any of the Credit Parties which, individually or in the aggregate, is reasonably likely to result in a Material Adverse Effect;

8.1.16	any event causing a Material Adverse Effect occurs;

8.1.17	Applicant consolidates or merges with or into any other entity, or transfers its property as an entirety or substantially as an entirety, unless:

8.1.17.1	the entity (whether Applicant or another entity) formed by or surviving any such consolidation or merger, or to which such transfer shall have been made, shall not be in default under any of the terms, covenants and conditions of this Agreement;

8.1.17.2

the entity (if other than Applicant) formed by or surviving any such consolidation or merger, or to which such transfer shall have been made, shall be a single (x) corporation or limited liability company organized under the laws of the United States of America or any State thereof or the District of Columbia or (y) sociedad anónima or sociedad limitada organized under the laws of the Kingdom of Spain; and

8.1.17.3	the entity (if other than Applicant) formed by or surviving any such consolidation or merger, or to which such transfer shall have been made, shall have assumed in writing the payment of all of Obligations under this

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8.1.18	a Change of Control shall have occurred; or

8.1.19

Parent or Brookfield Asset Management Inc. fails to (a) perform its obligations under the Backstop Agreements to which it is a party with respect to the Applicant’s obligations under Sections 15.3.9 and 15.3.10.1 of this Agreement) or (b) perform or observe any other term or covenant of any Facility Document to which it is a party in any material respect and such failure shall not have been remedied or waived within three (3) Business Days after the earlier of (i) an officer of Parent becoming aware of such failure or (ii) receipt by Applicant of notice from the Aval Provider of such failure;

8.2

In furtherance, and not in limitation, of the foregoing, upon the occurrence of any Event of Default Applicant shall, upon the Aval Provider’s written demand, deposit Euros in an amount equal to the entire amount which has not been drawn under the Bank Guarantee into a special cash collateral account, designated by the Aval Provider and over which the Aval Provider shall have exclusive right of withdrawal, which shall be charged to reimburse the Aval Provider for amounts paid by the Aval Provider and drawn under a Bank Guarantee. Furthermore, in the case of an Event of Default specified in 8.1.1 the Aval Provider may, in the Aval Provider’s discretion, setoff amounts due and payable to Aval Provider under this Agreement or any Bank Guarantee by any available funds then held by the Aval Provider for Applicant’s account. For the avoidance of doubt, the Aval Provider’s rights under this Section are cumulative and in addition to other rights and remedies which Applicant may have under this Agreement or under applicable law.

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12.1	Without limiting any other provision of this Agreement, Applicant agrees that the Aval Provider and their respective branches, affiliates and correspondents shall not be liable or responsible in any respect for, and Applicant’s reimbursement obligations hereunder shall not be affected by:

12.1.1	the use which may be made of any Bank Guarantee or for any act of or omissions of the beneficiaries under any Bank Guarantee;

12.1.2	the validity, sufficiency, or genuineness of any instructions, oral or written, or any documents which the Aval Provider has determined in good faith to comply on their face with the terms of the relevant Bank Guarantee, even if such documents should in fact prove to be in any or all respects invalid, fraudulent, or forged;

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12.1.3	errors, omissions, interruptions or delays in transmission or delivery of any messages or advices from Applicant or the beneficiaries, however sent and whether or not in code or cipher;

12.1.4	the Aval Provider’s refusal to pay or honor draft requests under any Bank Guarantee because of any applicable law, decree or edict of any Governmental Authority now or hereafter in force;

12.1.5	the identity or authority of any signer or the form, accuracy, genuineness, falsification or legal effect of any draft, certificate or other document appearing on its face:

12.1.5.1	substantially to comply with the terms and conditions of a Bank Guarantee;

12.1.5.2

to be signed or presented by or issued to any successor of the beneficiary or any other Person in whose name a Bank Guarantee requires or authorizes that any draft, certificate or other document be signed, presented or issued, including any administrator, executor, personal representative, trustee in bankruptcy, debtor in possession, liquidator, receiver, or successor by merger or consolidation, or any other Person purporting to act as the representative of or in place of any of the foregoing; or

12.1.5.3	to have been signed, presented or issued after a change of name of the beneficiary,

12.1.6	any requirement stated in or Bank Guarantee that any draft, certificate or other document be presented at a particular hour or place and any discrepancies that do not reduce the value of the beneficiary’s performance to Applicant in any transaction underlying any Bank Guarantee;

12.1.7	Aval Provider’s acceptance as a “draft” of any written or electronic demand or other request for payment under any Bank Guarantee, even if such demand or other request is not in the form of a negotiable instrument;

12.1.8	the effectiveness or suitability of any Bank Guarantee for Applicant’s purpose;

12.1.9	any consequential or special damages, or for any damages resulting from any change in the value of any foreign currency, services or goods or other property covered by any Bank Guarantee;

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12.1.10	the Aval Provider’s assertion or waiver of application of any applicable provision of Spanish law primarily benefiting bank issuers;

12.1.11	Aval Provider’s honor of a previously dishonored presentation under any Bank Guarantee, whether pursuant to court order, to settle or compromise any claim that it wrongfully dishonored or otherwise, and the Aval Provider shall be entitled to reimbursement to the same extent as if it had initially honored said presentation plus reimbursement of any interest paid by it;

12.1.12	Aval Provider’s disregard of any non-documentary conditions stated in any Bank Guarantee; and

12.1.13

Aval Provider’s payment to any nominated bank (or nominated person (in either case as designated or permitted by the terms of any Bank Guarantee) claiming that it rightfully honored under the laws, customs or practice of the place where it is located, except to the extent that any such item, action or omission in each of 12.1.1 through 12.1.13 above is found by a court of competent jurisdiction (in a final and non-appealable judgment) to have resulted from the willful misconduct or gross negligence of the Aval Provider or their respective branches, affiliates and correspondents. None of the foregoing shall affect, impair or prevent the vesting of any of the Aval Provider’s rights or powers hereunder or Applicant’s reimbursement obligations hereunder except to the extent that any of the foregoing is found by a court of competent jurisdiction (in a final and non-appealable judgment) to have resulted from the willful misconduct or gross negligence of the Aval Provider or their respective branches, affiliates and correspondents. Aval Provider and their respective branches, affiliates and correspondents will not be regarded as the drafter of any Bank Guarantee regardless of any assistance that the Aval Provider may, in the Aval Provider’s discretion, provide to the Applicant in preparing the text of any Bank Guarantee or amendments thereto. For the avoidance of doubt, the Aval Provider is authorized (but not obligated) to accept and rely on instructions received by facsimile transmission or e-mail that the Aval Provider believes in good faith to have been given by a Person authorized to give instructions on the Applicant’s behalf. The Aval Provider shall incur no liability to the Applicant or any other Person as a result of any act or omission on the Aval Provider’s part in accordance with instructions on which the Aval Provider is authorized to rely, nor for any failure or refusal on the Aval Provider’s part to accept instructions by facsimile transmission or e-mail that are not confirmed or authenticated to the Aval Provider’s satisfaction.

12.2	Applicant acknowledges that Aval Provider’s rights and obligations under a Bank Guarantee are independent of the existence, performance or nonperformance of any contract or

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14.1	Applicant’s Obligations under this Agreement are absolute, unconditional and irrevocable, and shall be paid (or performed, as the case may be) strictly in accordance with the terms of this Agreement, under all circumstances whatsoever, including the following circumstances:

14.1.1	the existence of any claim, set-off, defense or other right which Applicant may have at any time against Aval Provider or any Person, whether in connection with this Agreement, any Bank Guarantee or any unrelated transaction;

14.1.2	any draft, statement, certificate or any other document presented under any Bank Guarantee proving to be forged, fraudulent, incorrect, insufficient or invalid in any respect or any statement therein being untrue or inaccurate in any respect whatsoever;

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14.1.3	any lack of validity or enforceability of this Agreement, a Bank Guarantee or any other agreement, application, amendment, guaranty, document, or instrument relating thereto;

14.1.4	any change in the time, manner or place of payment of or in any other term of all or any of Applicant’s Obligations hereunder or the obligations of any Person that guarantees or otherwise provides support for any of Applicant’s Obligations hereunder;

14.1.5	any exchange, release or non-perfection of any collateral or release or amendment or waiver of or consent to depart from the terms of any guarantee or security agreement, for all or any of Applicant’s Obligations hereunder;

14.1.6	the issuance of a Bank Guarantee (or any amendment thereto) in a form other than substantially as requested by Applicant, unless the Aval Provider receives written notice from Applicant of such error within three (3) Business Days after Applicant shall have received a copy of such Bank Guarantee (or amendment thereto);

14.1.7	Aval Provider’s decision not to issue an amendment to a Bank Guarantee as requested by Applicant;

14.1.8	payment by Aval Provider under a Bank Guarantee against presentation of a draft or other document that does not comply with the terms and conditions of a Bank Guarantee (as applicable) unless the Aval Provider receives written notice from Applicant of such discrepancy within three (3) Business Days following Applicant’s receipt of such draft or other document; and

14.1.9	any action or inaction taken or suffered by Aval Provider or any of their respective affiliates or correspondents in connection with a Bank Guarantee or any relevant draft, certificate or other document, if taken in Good Faith and in conformity with applicable Spanish laws, regulations and practice.

15.1	Representations and Warranties

15.1.1	Applicant represents and warrants to the Aval Provider that:

15.1.1.1	Each Credit Party is organized, validly existing and in good standing under the laws of its applicable jurisdiction of organization.

15.1.1.2	The Applicant:

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(a)	has the power and authority, and the legal right, to conduct the business in which it is currently engaged;

(b)	is in compliance with all material requirements of applicable law.

15.1.1.3

Each Credit Party has the power and authority, and the legal right, to make, deliver and perform the Facility Documents to which it is a party and, with respect to the Applicant, to obtain extensions of credit hereunder. Each Credit Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Facility Documents to which it or the Applicant is a party and to authorize the extensions of credit to the Applicant on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the transactions contemplated hereby and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement of the other Facility Documents. Each Credit Party has duly executed and delivered each Facility Document to which it is a party. This Agreement constitutes, and each other Facility Document upon execution will constitute, a legal, valid and binding obligation of each Credit Party party thereto, enforceable against each such Credit Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

15.1.1.4

The execution, delivery and performance of this Agreement and the issuance of the Bank Guarantee will not violate any law, any provision of the certificate of formation (escritura de constitución), articles of association (estatutos sociales) or other organizational documents, of Applicant or violate any contractual obligation of any Credit Party, and will not result in, or require, the creation or imposition of any lien on any Credit Party’s respective properties or revenues pursuant to any such requirement of law or any such contractual obligation except, in each case (other than the Backstop Agreements and Cobra Irrevocable Agreement) where such violations could not (individually or in the aggregate) reasonably be expected to have a Material Adverse Effect.

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15.1.1.5	No default or event of default exists or, after giving effect to any draw, will exist, under the Cobra Irrevocable Agreement, any Backstop Agreement or any other Facility Document.

15.1.1.6	No Default or Event of Default exists or, after giving effect to any draw, will exist, under this Agreement.

15.1.1.7	On the Effective Date, the Parent and its subsidiaries are, on a consolidated basis, and after giving effect to the extensions of credit made hereunder will be, solvent.

15.1.1.8	The full legal name of the Applicant is TERP Spanish HoldCo, S.L.; and the Applicant is a sociedad limitada organized under the laws of the Kingdom of Spain.

15.1.1.9

The Applicant (a) has not conducted any business other than the business contemplated by the Articles of Association and (b) has no outstanding contractual obligations other than those (i) set forth in the Facility Documents or (ii) allowed pursuant to its Articles of Association and the Facility Documents and related to the incorporation and ongoing corporate matters of the Applicant, its acquisition by NSF or the Offer.

15.1.1.10

There are no pending, nor has any Credit Party received written notice regarding, threatened actions or proceedings of any kind, including actions or proceedings of or before any Governmental Authority, to which a Credit Party or any subsidiary or affiliate thereof is a party or is subject, or by which any of its respective properties are bound that would reasonably be expected to result in a Material Adverse Effect.

15.1.1.11

Each financial statement of the Applicant, delivered to the Aval Provider, has been prepared in conformity with Spanish GAAP and fairly presents, in all material respects, the financial position of the Applicant described in such financial statements as at the respective dates thereof and the results of operations and the changes in cash flows of the Applicant described therein for each of the periods then ended except as otherwise noted therein and subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. As of December 31, 2017, the Applicant did not have any material Indebtedness or material guarantees other than as referenced, reflected or provided for in such audited financial

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15.1.1.12

All written information (other than any “forward looking statements”) (the “Information”) concerning the Credit Parties and the transactions contemplated hereby prepared by, or as directed by, the Credit Parties or any of their Affiliates and made available to the Aval Provider on or prior to the Effective Date in connection with the transactions contemplated hereby, when taken as a whole, was true and correct in all material respects as of the date such Information was furnished to the Aval Provider and as of the Effective Date and (as of the date such Information was furnished to the Aval Provider and as of the Effective Date) did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein (taken as a whole) not materially misleading in light of the circumstances under which such statements were made.

15.1.1.13

The Applicant (a) has timely filed or caused to be timely filed all material tax returns required to have been filed by them and (b) have timely paid or caused to be paid all material taxes due and payable by them, except any taxes or assessments that are being contested in good faith by appropriate proceedings for which appropriate reserves have been established in accordance with Spanish GAAP. No tax liens have been filed with respect to the assets of the Applicant.

15.1.1.14	None of the Credit Parties nor any of their respective properties or assets is in violation of (nor will the continued operation of its properties and assets as currently conducted violate):

(a)	its organizational documents; or

(b)	any currently applicable laws, except (solely with respect to this clause) any violation or non-compliance that would not reasonably be expected to result in a Material Adverse Effect. None of the Credit Parties are in default under or with respect to any of their respective material contractual obligations in any respect that would reasonably be expected to result in a Material Adverse Effect.

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15.1.1.15	None of the Credit Parties has engaged in any unfair labor practice that would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

15.1.1.16	The Applicant does not have any employees in the United States and is not subject to the jurisdiction of or any regulations related to the Employee Retirement Income Security Act of 1974, as amended.

15.1.1.17	The activities of the Credit Parties and each subsidiary thereof are in compliance with all, and have not violated any, environmental laws, other than as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect.

15.1.1.18

None of the Credit Parties or any subsidiary thereof has received any written notice that any aspect of the business or the operations or facilities (whether owned or leased) of any Credit Party is in violation of, or in noncompliance with, any environmental law or is subject to liability under any environmental law, that would reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect.

15.1.1.19	The Parent owns and controls, directly or indirectly, more than a majority of the voting power and economic interests in the Applicant. All of the issued and outstanding membership interests of the Applicant have been duly authorized and issued and are fully paid and non-assessable. For purposes of this paragraph, “control” of a Person means the power, directly or indirectly, either to:

(a)	vote the specified percentage of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of such Person; or

(b)	direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

15.1.1.20

The operations of each member of the Group are and have been conducted at all times in compliance with all applicable Anti-Money Laundering Laws and Anti-Corruption Laws and no action, suit or proceeding by or before any Governmental Authority or any arbitrator involving a member of the Group with respect to Anti-Money Laundering Laws and/or Anti-Corruption Laws is pending and no such actions, suits or proceedings are threatened or contemplated.

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15.1.2	Each request by Applicant for an amendment to this Agreement or for the issuance of a Bank Guarantee or for any amendment to a Bank Guarantee shall constitute Applicant’s representation and warranty that the foregoing statements are true and correct as if made on the date of such request.

15.2	Information Covenants

15.2.1

as soon as practicable and in any event within sixty (60) days after the end of each quarterly period in each fiscal year, which is not the end of a fiscal year, Parent’s unaudited consolidated profit and loss statements and reconciliation of retained earnings statements for the period from the beginning of the current fiscal year to the end of such quarterly period, and Parent’s consolidated balance sheet as at the end of such quarterly period, setting forth in each case in comparative form corresponding consolidated figures from the corresponding period in the immediately preceding fiscal year, all in reasonable detail and prepared in accordance with U.S. GAAP and certified by Parent’s chief financial officer, treasurer, assistant treasurer or controller (“Responsible Officer”) subject to changes resulting from year-end adjustments that such financial statements fairly present in all material respects the financial condition and results of operations for such period; provided that the filing by Parent of its quarterly reports and consolidated financial statements on either the U.S. Securities and Exchange Commission’s EDGAR filing system or a publicly accessible website will be deemed to satisfy the obligations of Applicant under this Section 15.2.1;

15.2.2	promptly upon obtaining knowledge of the occurrence of any Event of Default pursuant to Section 8 (Default) or any event which with notice or lapse of time or both would constitute an Event of Default pursuant to Section 8 (Default), notify the Aval Provider thereof in writing, specifying the nature thereof and the action Applicant proposes to take with respect thereto;

15.2.3	prompt written notice of any event or development that Applicant believes would reasonably be expected to have a Material Adverse Effect;

15.2.4	with reasonable promptness, any other financial data relating to the performance of this Agreement and Applicant’s affairs that the Aval Provider may from time to time reasonably request; and

15.2.5	by the last Business Day of each month, provide a Responsible Officer’s certificate certifying the available amounts to be drawn under each of the Backstop Agreements, and that no default or event of default under such Backstop

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15.3	Affirmative Covenants

15.3.1

comply with all New York, United States and Spanish and European laws, regulations and rules (including all tax, Anti-Money Laundering Laws, Anti-Corruption Laws, sanctions, foreign exchange and foreign assets control regulations and other trade-related regulations) and practice now or later applicable to Bank Guarantees, transactions related to a Bank Guarantees, or Applicant’s execution, delivery and performance under this Agreement and deliver to the Aval Provider, upon reasonable request, satisfactory evidence of such compliance;

15.3.2	conduct the Offer at all times in compliance with the terms and conditions of the Offer Documents.

15.3.3	permit the Aval Provider to inspect Applicant’s books and records on reasonable notice;

15.3.4	preserve and maintain Applicant’s existence, rights, franchises and business operations;

15.3.5	except as otherwise expressly permitted under the Facility Documents:

15.3.5.1	maintain and preserve its existence as a sociedad limitada and all material rights, privileges and franchises necessary or desirable in the normal conduct of its business; and

15.3.5.2	perform (to the extent not excused by force majeure events or the non-performance of the other party), all of its material contractual obligations under the Facility Documents, the Cobra Irrevocable Agreement and all other agreements and contracts by which it is bound;

15.3.6

maintain adequate books, accounts and records and prepare all financial statements required under the Facility Documents in accordance with Spanish GAAP and in compliance with the regulations of any Governmental Authority having jurisdiction thereof, and permit each of the employees or agents of the Aval Provider during business hours and upon reasonable prior notice to inspect all Applicant’s and Applicant’s subsidiaries’ properties, to examine or audit all of Applicant’s books, accounts and records and make copies and memoranda thereof;

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15.3.7

file, as and when due, all tax returns and shall pay, or cause to be paid, as and when due and prior to delinquency, all taxes, assessments and governmental charges of any kind that may at any time be lawfully assessed or levied against or with respect to Applicant; provided, that Applicant may contest in good faith any such taxes, assessments and other charges and, in such event, may permit the taxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when Applicant is in good faith contesting the same, so long as:

15.3.7.1	reasonable reserves have been established in an amount sufficient to pay any such taxes, assessments or other charges, accrued interest thereon and potential penalties or other costs relating thereto, or other adequate provision for the payment thereof shall have been made;

15.3.7.2	enforcement of the contested tax, assessment or other charge is effectively stayed for the entire duration of such contest; and

15.3.7.3	any tax, assessment or other charge determined to be due, together with any interest or penalties thereon, is paid when due after resolution of such contest;

15.3.8	at its expense, within such time as may be required by applicable law comply, or cause compliance in all material respects, with all legal requirements applicable to Applicant, except that Applicant may, at its expense, contest by appropriate proceedings conducted in good faith the validity or application of any such legal requirements provided that:

15.3.8.1	none of Aval Provider or any Credit Party would be subject to any criminal liability for failure to comply therewith; and

15.3.8.2	all proceedings to enforce such legal requirements against the Aval Provider, or any Credit Party, shall have been duly and effectively stayed during the entire pendency of such contest;

15.3.9	cause to be maintained at all times, and provide evidence reasonably acceptable to the Aval Provider that availability exists, minimum availability under Backstop Agreements as follows: no less than US$400,000,000 under the Revolver and no less than US$500,000,000 under the Sponsor Line;

15.3.10	if at any time after the Effective Date, the Applicant agrees to limitations on Indebtedness, limitations on liens or financial covenants, in the documentation evidencing any other Indebtedness of the Applicant, any of which are more

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15.3.10.1	in the event that the Aval Provider shall demand that Applicant fund any cash collateral deposit pursuant to the last paragraph of Section 8 (Defaults),

(a)

promptly (and in any event not more than (x) three (3) Business Days with respect to any drawing described in Section 15.3.10.1(a)(i) below or (y) forty-five (45) days following the applicable demand with respect to any issuance described in Section 15.3.10.1(a)(ii) below) cause Parent to take (and/or cause its applicable subsidiaries, including TPO, as the case may be, to take) the following actions to the extent required to ensure that the Applicant has immediately available cash in U.S. Dollars in an amount at least equal to any demanded cash collateral and (without duplication) outstanding amount drawn under the Bank Guaranty (together with any other Obligations then payable) and any corresponding collateralization, reimbursement or other obligations due under the Natixis Facility:

(i)	first, cause TPO to submit a request for and draw the maximum amount available to be drawn under the Revolver

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(ii)	second, issue and sell new shares of Class A common stock in Parent for net proceeds in an amount not to exceed US$400 million; and

(b)

promptly (and in any event not more than forty-five (45) days following the disbursement of the proceeds from any such draw or issuance), cause Parent to make or cause to be made (and/or cause its applicable subsidiaries (including TPO), as the case may be, to make or cause to be made) equity contributions to Applicant (utilizing in whole or in part, in its sole discretion, an amount up to the net proceeds resulting from such drawings and/or issuance) to the extent required to ensure that the Applicant has immediately available cash in U.S. Dollars in an amount at least equal to any demanded cash collateral and (without duplication) outstanding amount drawn under the Bank Guaranty (together with any other Obligations then payable) and any corresponding and any corresponding collateralization, reimbursement or other obligations due under the Natixis Facility; provided that, notwithstanding the foregoing, in any event Applicant shall cause Parent to contribute or cause to be contributed (and/or cause its applicable subsidiaries (including TPO) (as the case may be) to contribute or cause to be contributed) the amounts required to be requested pursuant to Section 15.3.10.1(a)(i) in an amount equal to the lesser of (x) US$900,000,000 and (y) the amount of any demanded cash collateral and (without duplication) outstanding amount drawn under the Bank Guaranty (together with any other Obligations then payable) to Applicant not more than eight (8) Business Days following the disbursement of the proceeds from any such draw or issuance; and

15.3.10.2	on or prior to the third (3rd) Business Day following the Effective Date, pay all fees due and payable pursuant to Section 3 (Payment for Services Rendered), together with all costs and expenses, including legal expenses, of the Aval Provider and any fees payable pursuant to the Bank Guarantee issued on or prior to the third (3rd) Business Day following the Effective Date.

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15.4	Negative Covenant

15.4.1

directly or indirectly, use, lend, make payments of, contribute or otherwise make available, all or any part of the proceeds of any Bank Guarantee or other transaction(s) contemplated by this Agreement to fund any trade, business or other activities: in any other manner that would reasonably be expected to result in any member of the Group or any Lender being in breach of Anti-Money Laundering Laws, and/or Anti-Corruption Laws (if and to the extent applicable to them);

15.4.2	enter into or become a party to any contracts or agreements not related to ownership of SAY or the transactions contemplated by the Facility Documents;

15.4.3	not to sell, assign, pledge or in whatever form dispose of or encumber any of the SAY shares acquired under the Offer until any amounts due by the Applicant under this Agreement and all of the Applicant’s Obligations hereunder have been fully satisfied;

15.4.4	liquidate, wind-up or dissolve, or sell or lease or otherwise transfer or dispose of all or any substantial part of its property, assets or business or combine, merge or consolidate with or into any other entity, or change its legal form, or implement any material acquisition or purchase of assets from any Person;

15.4.5	except as provided in the Natixis Facility or other Facility Documents, become liable as a surety, guarantor, accommodation endorser or otherwise, for or upon the obligation of any other Person or otherwise create, incur, assume or suffer to exist any contingent obligation;

15.4.6	except as provided in the Santander Facility, this Agreement or the other Facility Documents, incur, create, assume or permit to exist any Indebtedness or any lien on Applicant’s assets or properties;

15.4.7

execute a binding agreement to become a general or limited partner in any partnership, or a member in any limited liability company, sociedad de responsabilidad limitada, sociedad anónima, other company, or a joint venturer in any joint venture or acquire property, create and hold stock or other equity interests in any Person or form or acquire any subsidiaries, in each case (i) other than the Applicant and (ii) not related to ownership of SAY or the transactions contemplated by the Facility Documents;

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15.4.8	cause, consent to, or permit any termination, amendment, modification, variance or waiver of timely compliance with any terms or conditions of the certificate of formation (escritura de constitución) or any other organizational documents of Applicant;

15.4.9	change its name or its jurisdiction of organization without written notice to the Aval Provider at least thirty days prior to such change, or change its fiscal year;

15.4.10	change the location of its chief executive office or principal place of business without written notice to the Aval Provider within thirty (30) days after such change;

15.4.11	modify or amend, waive or terminate in any manner adverse to the Aval Provider, any of the Backstop Agreements or the Cobra Irrevocable Agreement; or

15.4.12	modify or amend the Natixis Facility without Aval Provider’s prior written consent.

18.1	If the Offer is withdrawn or cancelled, this Agreement and any Bank Guarantees will be automatically cancelled on the date falling three months after such withdrawal or cancellation or such later date on which all the amounts due by the Applicant under this Agreement and all of Applicant’s Obligations hereunder have been fully satisfied.

18.2	If, as at the date on which settlement of the Offer occurs, the conditions set forth in Article 47 of RD 1066/2007 for the exercise by the Applicant and SAY shareholders of the squeeze-out and sell-out respective rights are satisfied:

18.2.1	any Bank Guarantee will not be cancelled in full; and

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18.2.2	any cancellation in part will be made following prior consultation of the Aval Provider and Applicant with CNMV and subject to the CNMV’s instructions thereto.

18.3

Restrictive provisions in this Agreement, such as indemnity, tax, immunity and jurisdiction provisions shall survive the termination of this Agreement, expiration of any amounts due by the Applicant under this Agreement and payment of Applicant’s Obligations hereunder. If any guarantee is issued in favor of any bank, Banco Santander’s branch or other entity in support of an undertaking issued by such bank, branch or entity on Applicant’s behalf or request, Applicant shall remain liable under this Agreement (even after expiry of such guarantee) for amounts paid and expenses incurred by the Aval Provider with respect to such guarantee or such undertaking until such time as Aval Provider or such other bank, branch or entity shall have no further liability, under applicable law, in connection with such undertaking.

19.1	Except as expressly provided to the contrary herein, any communication, notice or demand to be given hereunder shall be duly given if delivered or mailed by certified or registered mail or sent by, fax or email as follows:

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19.2

Applicant agrees that the Aval Provider may act upon email or facsimile instructions which are received by the Aval Provider from Persons purporting to be, or which instructions appear to be, authorized by Applicant. Applicant further agrees to indemnify and hold the Aval Provider harmless from any claims by virtue of the Aval Provider acting upon such email or facsimile instructions as such instructions were understood by the Aval Provider, except to the extent such claims relate to the Aval Provider’s gross negligence or willful misconduct. Aval Provider shall not be liable for any errors in transmission or the illegibility of any emailed or telecopied documents. In the event Applicant sends the Aval Provider a manually signed confirmation of previously sent email, or facsimile instructions, the Aval Provider shall have no duty to compare it against the previous instructions received by the Aval Provider nor shall the Aval Provider have any responsibility should the contents of the written confirmation differ from the email or facsimile instructions acted upon by Aval Provider.

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20.1	The parties acknowledge and agree that:

20.1.1	each party and its counsel have reviewed the terms and conditions of this Agreement and have contributed to the revision of same;

20.1.2	the normal rule of construction which holds that any ambiguities are resolved against the drafting party, shall not be employed in the interpretation of this Agreement;

20.1.3	the terms and provisions of this Agreement shall be constructed fairly as to both parties hereto and not in favor of or against any party, regardless of which party was generally responsible for the preparation of this Agreement;

20.1.4	the term “including” means “including without limitation”, as used in this Agreement;

20.1.5	if any provision of this Agreement is held illegal or unenforceable, the validity of the remaining provisions shall not be affected;

20.1.6	headings are included only for convenience and are not interpretive;

20.1.7	this Agreement constitutes the entire agreement between the parties concerning the Aval Provider’s issuance of a Bank Guarantee and supersedes all prior agreements governing such issuance;

20.1.8	Applicant may submit an executed Application for a Bank Guarantee in original form, via fax, email attachment or other electronic means and Applicant will be bound by any instructions so given;

20.1.9	delivery of a signed signature page to this Agreement by facsimile transmission or email attachment shall be effective as, and shall constitute physical delivery of, a signed original counterpart of this Agreement;

20.1.10	if this Agreement is signed by two or more persons or entities:

20.1.10.1	each such person or entity shall be deemed an “Applicant” hereunder;

20.1.10.2	each Applicant shall be jointly and severally liable for all the Obligations hereunder; and

20.1.10.3	notices from the Aval Provider in connection with this Agreement or the Bank Guarantee to either Applicant and notices from, or the consent

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20.1.11	all references herein and in any other Facility Document to any fees, Bank Guarantees, Stated Amount and other obligations and amounts shall be denominated in Euros, unless expressly provided otherwise; and

20.1.12	the Applicant and Parent shall deliver financial statements and calculate and perform financial and other covenants in Euros.

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1.	Parent hereby represents and warrants to and in favor of the Aval Provider, as of the date hereof, as follows (which representations and warranties shall survive the execution and delivery of this Agreement):

(a)	Parent (i) is familiar with, and has independently reviewed, books and records regarding the financial condition of other Credit Parties and (ii) has reviewed and is familiar with the Facility Documents and other documents relating thereto that are material to its obligations hereunder;

(b)	Parent directly or indirectly owns one hundred percent (100%) of the equity interests in each of TPO, NSF and the Applicant, excluding any incentive distribution rights in TPO (as in effect on the date hereof);

(c)	Parent is not executing this Agreement with any intention to hinder, delay or defraud any of its or the other Credit Parties creditors;

(d)	Parent (i) is duly incorporated, validly existing and in good standing under the laws of the State of Delaware and (ii) is duly qualified to do business and in good standing in each jurisdiction in which such qualification is necessary to execute, deliver and perform this Agreement;

(e)

Parent has the corporate power and authority to execute, deliver and perform this Agreement and to take all corporate action as may be necessary to complete the transactions contemplated hereunder. The Parent has taken all necessary action to authorize the execution, delivery and performance of this Agreement and to complete the transactions contemplated hereby. No consent or authorization of, filing with, or other act by or in respect of any other Person or Governmental Authority is required in connection with the execution, delivery or performance by the Parent, or the validity or enforceability as to the Parent, of this Agreement, except such consents, authorizations, filings or other acts as have already been obtained or made. This Agreement has been duly executed and delivered by the Parent and constitutes a legal, valid and binding obligation of the Parent enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the right of creditors generally and by general principles of equity;

(f)

The execution, delivery and performance by the Parent of this Agreement, and the consummation of the transactions contemplated hereby (including the performance by the Parent of any of its obligations hereunder), does not violate any law, any provision of the certificate of formation, operating agreement or other organizational documents of any Credit Party or violate any contractual obligation of any Credit Party, and will not result in, or require, the creation or imposition of any lien on any of their respective properties or revenues pursuant to any such requirement of law or any such contractual obligation, except, in each case (other than the Backstop Agreements and Cobra Irrevocable Agreement) where such violations could not (individually or in the aggregate) reasonably be expected to have a Material Adverse Effect;

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(g)	Parent is in compliance with all requirements of applicable law, except to the extent any non-compliance could not reasonably be expected to have a material adverse effect on the ability of the Parent to perform its obligations hereunder;

(h)

No litigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the Parent’s knowledge, threatened against or affecting the Parent or any of its properties or assets or the transactions contemplated by this Agreement and the other Facility Documents in each case which, if adversely determined, would reasonably be expected to have a material adverse effect on the ability of the Parent to perform its obligations hereunder;

(i)

Each financial statement and financial report of Parent heretofore delivered to the Aval Provider pursuant to the Facility Documents fairly represents, in all material respects, the financial position of Parent and its consolidated subsidiaries as at the respective dates thereof and the results of operations and the changes in cash flows of Parent and its consolidated subsidiaries for each of the periods then ended, except as otherwise noted therein and subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments;

(j)	Neither Parent nor any of its subsidiaries is (i) subject to regulation under the Investment Company Act of 1940 (as amended) or (ii) a “registered investment company” or a company “controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment company” as such terms are defined in the Investment Company Act of 1940 (as amended);

(k)

None of Parent and its subsidiaries (the “Parent Group”), nor any of Parent’s or their respective joint ventures, directors, officers or employees nor, to Parent’s knowledge, any Persons acting on any of their behalf (a) is a Restricted Party; or (b) has received notice of or is aware of any claim, action, suit, proceeding or investigation against it with respect to Sanctions by any Sanctions Authority; and

(l)

The operations of each member of the Parent Group are and have been conducted at all times in compliance with all applicable Anti-Money Laundering Laws, Anti-Terrorism Laws and Anti-Corruption Laws and no action, suit or proceeding by or before any Governmental Authority or any arbitrator involving a member of the Group with respect to Anti-Money Laundering Laws, Anti-Terrorism Laws and/or Anti-Corruption Laws is pending and no such actions, suits or proceedings are threatened or contemplated.

2.	The Parent hereby covenants and agrees for the benefit of the Aval Provider that:

(a)

Parent shall maintain and preserve (i) its existence as a corporation in good standing in the state of its formation and its qualification to do business in each other jurisdiction where such qualification is necessary to perform its obligations hereunder and (ii) all material rights, privileges and franchises necessary in the normal course of conduct of its business, except any such rights, qualifications, privileges and franchises the failure

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(b)	Parent shall comply with all requirements of applicable law, except where such non-compliance would not reasonably be expected to have a material adverse effect on the ability of the Parent to perform its obligations hereunder;

(c)

Parent shall not, and will not permit or authorize any other Person to, directly or indirectly, use, lend, make payments of, contribute or otherwise make available, all or any part of the proceeds of any Bank Guarantee or other transaction(s) contemplated by the Facility Documents to fund any trade, business or other activities: in any manner that would reasonably be expected to result in any member of the Parent Group or Aval Provider being in breach of Anti-Money Laundering Laws, Anti-Terrorism Laws and/or Anti-Corruption Laws (if and to the extent applicable to them);

(d)

Parent shall not at any time cease to own and control, (A) directly or indirectly, 100% of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of TPO and NSF, excluding any incentive distribution rights in TPO (as in effect on the date hereof), and (B) directly, or indirectly through TPO and NSF, 100% of the voting power of the membership interests and economic interests of the Applicant, excluding any incentive distribution rights in TPO (as in effect on the date hereof);

(e)

Parent shall cause to be maintained the minimum amounts available to be drawn at all times under the Backstop Agreements as follows: (1) no less than US$400,000,000 under the Revolver and (2) no less than US$500,000,000 under the Sponsor Line. Parent shall provide evidence reasonably acceptable to the Aval Provider promptly upon written request that, that such minimum availability exists under the Backstop Agreements;

(f)	Parent shall not cause or permit the creation of, nor assume or suffer to exist, any lien on equity capital of NSF or the Applicant which secures a charge or obligation on any of such equity capital, real or personal, whether now owned or hereafter acquired, except as otherwise permitted pursuant to the Facility Documents;

(g)	Parent shall not cause, make, suffer, permit or consent to any creation, sale, assignment or transfer of any ownership interest or other interest in NSF, TPO or the Applicant, except as expressly contemplated by the Facility Documents or otherwise permitted by the Aval Provider;

(h)	Parent shall not cause, make, suffer, permit or consent to any modification of, or amendment, waiver or termination of, any of the Backstop Agreements or Irrevocable Agreements or any of the agreements or documents relating to the Santander Facility that is in any manner adverse to the Aval Provider; and

(i)	In the event that the Aval Provider shall demand that Applicant fund any Cash Collateral Deposit pursuant to Section 8.2 of the Bank Guarantee Agreement, Parent shall:

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(i)

promptly (and in any event not more than (x) three (3) Business Days with respect to any drawing described in sub-clause (a) immediately below or (y) forty-five (45) days following the applicable demand with respect to any issuance described in sub-clause (b) immediately below) cause Parent to take (and/or cause its applicable subsidiaries, including TPO, as the case may be, to take) the following actions to the extent required to ensure that the Applicant has available cash in U.S. Dollars in an amount at least equal to any demanded cash collateral and (without duplication) outstanding amount drawn under the Bank Guaranty (together with any other Obligations then payable) and any corresponding collateralization, reimbursement or other obligations due under the Natixis Facility:

(a)	first, cause TPO to submit a request for and draw the maximum amount available to be drawn under the Revolver and/or submit a request for and draw the maximum amount available to be drawn under the Sponsor Line; and

(b)	second, issue and sell new shares of Class A common stock in Parent for net proceeds in an amount not to exceed US$400 million; and

(ii)

promptly (and in any event not more than forty-five (45) days following the disbursement of the proceeds from any such draw or issuance), cause Parent to make or cause to be made (and/or cause its applicable subsidiaries (including TPO), as the case may be, to make or cause to be made) equity contributions to Applicant (utilizing in whole or in part, in its sole discretion, an amount up to the net proceeds resulting from such drawings and/or issuance) to the extent required to ensure that the Applicant has immediately available cash in U.S. Dollars in an amount at least equal to any demanded cash collateral and (without duplication) outstanding amount drawn under the Bank Guaranty (together with any other Obligations then payable) and any corresponding and any corresponding collateralization, reimbursement or other obligations due under the Natixis Facility; provided that, notwithstanding the foregoing, in any event Applicant shall cause Parent to contribute or cause to be contributed (and/or cause its applicable subsidiaries (including TPO) (as the case may be) to contribute or cause to be contributed) the amounts required to be requested pursuant to Section 2.(i)(i)(a) above in an amount equal to the lesser of (x) US$900,000,000 and (y) the amount of any demanded cash collateral and (without duplication) outstanding amount drawn under the Bank Guaranty (together with any other Obligations then payable) to Applicant not more than eight (8) Business Days following the disbursement of the proceeds from any such draw or issuance.

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3.

All rights of the Aval Provider and all obligations of the Parent hereunder shall be absolute and unconditional irrespective of: (i) any lack of validity, legality or enforceability of this Agreement, the other Facility Documents or the Backstop Agreements; (ii) the failure of Aval Provider (A) to assert any claim or demand or to enforce any right or remedy against the Applicant, the Parent or any other Person (including any guarantor) under the provisions of the Facility Documents, the Backstop Agreements or otherwise, or (B) to exercise any right or remedy against any other Credit Party; (iii) any change in the time, manner or place of payment of, or in any other term of, all or any portion of the obligations, or any other extension or renewal of any obligation of the Applicant, the Parent, the other Credit Parties, or otherwise; (iv) any reduction, limitation, impairment or termination of any of the obligations of the Applicant, Parent or the other Credit Parties for any reason other than the written agreement of the Aval Provider, and shall not be subject to, and the Parent hereby waives any right to or claim of, any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, non-genuineness, irregularity, compromise or unenforceability of, or any other event or occurrence affecting, any obligation of the Applicant, the Parent, the other Credit Parties or otherwise; (v) any amendment to, waiver or other modification of, or any consent to departure from, any of the terms of this Agreement or the other Facility Documents; or (vi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, Applicant, the Parent, the other Credit Parties (other than the defense of payment of the applicable amounts).

4.	The Aval Provider acknowledges and agrees that Parent’s obligations under this Agreement are as expressly set forth herein and that such obligations are not intended to, and do not, constitute a guarantee by Parent of Applicant’s Obligations under the Bank Guarantee Agreement.

5.

The Aval Provider may demand specific performance of this Agreement. The Parent hereby irrevocably waives, to the extent it may do so under applicable law, any defense based on the adequacy of a remedy at law that may be asserted as a bar to the remedy of specific performance in any action brought against the Parent for specific performance of this Agreement by the Aval Provider or any successor or assign thereof.

6.

This Agreement shall be governed and construed in accordance with the laws of the State of New York. For the purposes of any proceeding, action or suit involving this Agreement, each party hereto hereby expressly submits to the jurisdiction of any court of record of New York State or the United States located in the City of New York, Borough of Manhattan, and agrees that any order, process or other paper may be served upon either party within or without such court’s jurisdiction by mailing a copy thereof to the affected party at its address (that with respect to the Aval Provider, shall be the Aval Provider’s address shown on the first page of the Bank Guarantee Agreement, and with respect to Parent, shall be Parent’s address shown on the first page of this Agreement). Parent agrees that service of all process in any such proceeding in any such court may be made by registered or certified mail, return receipt requested, to such address and agrees that service as provided above is sufficient to confer personal jurisdiction over Parent in any such proceeding in any such court, and otherwise constitutes effective and binding service in every respect. Each party waives any claim that

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7.	Neither this Agreement nor any provision hereunder may be amended, modified, supplemented or waived except in a writing signed by the Parent and the Aval Provider.

8.	This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

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•

The Company did not have sufficient resources, including contractors, in place throughout the reporting period with the appropriate training and knowledge of internal controls over financial reporting in order to establish the Company’s financial reporting processes and information technology (IT) systems and to design, implement and operate an effective system of internal control over financial reporting.

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The Company did not conduct continuous risk assessment and monitoring activities over financial reporting and IT systems to identify and analyze risks of financial misstatement due to error and/or fraud and to identify and assess necessary changes in generally accepted accounting principles (GAAP) and financial reporting processes and internal controls impacted by changes in the business, information systems, and transition of key personnel.

•	The Company did not have an effective information and communication process that ensured appropriate and accurate information was available to financial reporting personnel on a timely basis in order that they could fulfill their roles and responsibilities.

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The Company did not have effective IT general controls over all operating systems, databases, and IT applications supporting financial reporting. Process-level automated controls and manual controls that were dependent upon the information derived from IT systems were also determined to be ineffective. Additionally, the Company did not have effective end-user computing controls over spreadsheets used in financial reporting.

•	The Company did not have effective controls over the completeness, existence, and accuracy of revenues and deferred revenue and the completeness, existence, accuracy and valuation of accounts receivable.

•	The Company did not have effective reconciliation controls over the completeness, existence and accuracy of certain balance sheet accounts. Specifically, the reconciliation controls did not always operate timely and did not adequately investigate, resolve and correct reconciling items on a timely basis.

•	The Company did not have effective controls over the completeness, existence and accuracy of accounts payable, accrued expenses, and expenses. Specifically, the Company did not establish an effective accounts payable voucher and disbursement process and related internal controls in order to review and approve and accurately record expenditures on a timely basis.

•	The Company did not have effective controls over the completeness, existence and accuracy of renewable energy facilities, accumulated depreciation and depreciation, accretion and amortization expense.

•	The Company did not have effective process level and management review controls over the application of GAAP and accounting measurements related to certain significant accounts and non-routine transactions.

•	The Company did not have effective process-level and management review controls over manual financial reporting processes. Specifically, the Company did not have effective controls over the completeness and accuracy of information used in manual spreadsheets and the accuracy of those spreadsheet formulas.