CREDIT AGREEMENT between TerraForm Power, Inc., as Borrower, and Brookfield Asset Management Inc. and Brookfield Finance Luxembourg S.à r.l., as Lenders Dated as of October 16, 2017

any Subsidiary of Opco Borrower that (i) (x) is the owner, lessor and/or operator of (or is formed to own, lease or operate) one or more Clean Energy Systems or conducts activities reasonably related or ancillary thereto, (y) is the lessee or borrower (or is formed to be the lessee or borrower) in respect of Non-Recourse Project Indebtedness financing one or more Clean Energy Systems, and/or (z) develops or constructs (or is formed to develop or construct) one or more Clean Energy Systems, (ii) has no Subsidiaries and owns no material assets other than those assets necessary for the ownership, leasing, development, construction or operation of such Clean Energy Systems or any activities reasonably related or ancillary thereto and (iii) has no Indebtedness other than intercompany Indebtedness and Non-Recourse Project Indebtedness; and

any Subsidiary that (i) is the direct or indirect owner of all or a portion of the Equity Interests in one or more Persons, each of which meets the qualifications set forth in clause (a) above, (ii) has no Subsidiaries other than Subsidiaries each of which meets the qualifications set forth in clause (a) or clause (b)(i) above, (iii) owns no material assets other than those assets necessary for the ownership, leasing, development, construction or operation of Clean Energy Systems or any activities reasonably related or ancillary thereto, (iv) has no Indebtedness other than intercompany Indebtedness and Non-Recourse Project Indebtedness and (v) is not a direct Subsidiary of the Borrower, Opco Holdings or Opco Borrower.

any Asset Sale;

any issuance by the Borrower of any Equity Interests, other than (i) any issuance of directors’ qualifying shares or of nominal amounts of other Equity Interests that are required to be held by specified Persons under applicable law, (ii) any such issuance of Qualified Equity Interests to management or employees of the Borrower under any employee stock option or stock purchase plan or other employee benefit plan in existence from time to time, (iii) any such issuance in accordance with the terms of the Acquisition Agreement in connection with the final resolution of certain litigation specified in the Acquisition Agreement and (iv) any such issuance to satisfy fees due under the Master Services Agreement; or

the incurrence by the Borrower or any Subsidiary of any Indebtedness (including, for the avoidance of doubt, Non-Recourse Project Indebtedness), other than (i) Indebtedness incurred under the Opco Credit Agreement or under the Existing Term Loan Refinancing Documents, (ii) Indebtedness incurred in connection with the closing of the Sponsorship Transactions and (iii) Indebtedness solely to the extent that the proceeds thereof are used to refinance Indebtedness incurred by the Borrower or any Subsidiary.

Subject to the terms and conditions set forth herein, the Lenders hereby establish in favor of the Borrower, a Revolving Credit in the amount of $500,000,000 (as such amount may be reduced from time to time in accordance with the terms hereof, the “Available Amount”) and jointly and severally commit to make LIBOR Loans to the Borrower from time to time during the period commencing on the Effective Date and ending on the Availability Period Termination Date, the aggregate outstanding principal amount of all such LIBOR Loans not exceeding at any time the amount of the Available Amount. Subject to the terms and conditions of this Agreement, the Borrower may borrow, repay and re-borrow LIBOR Loans.

Advances under the Revolving Credit may only be used, directly or indirectly, to fund all or a portion of (i) the cash consideration for Funded Acquisitions, which consideration may include the defeasance or repayment of Indebtedness of the acquired Person, and (ii) Growth Capital Expenditures (each, a “Permitted Use”). For the avoidance of doubt, the advances under the Revolving Credit may not be used (directly or indirectly) to repay Indebtedness (other than of the acquired Person as set forth above).

Notwithstanding anything herein to the contrary, all LIBOR Loans made hereunder to the Borrower shall be funded by LuxCo unless LuxCo is unable to meet its funding obligations with respect to any such LIBOR Loan, in which case BAM shall be required to fund any such unfunded LIBOR Loans. All payments of interest and principal by the Borrower hereunder with respect to any LIBOR Loans funded by LuxCo will be for the account of LuxCo, and all payments of interest and principal by the Borrower hereunder with respect to any LIBOR Loans funded by BAM will be for the account of BAM.

Each Borrowing under the Revolving Credit will be comprised of LIBOR Loans as the Borrower may request in accordance herewith.

Each Borrowing will be in an aggregate principal amount that is an integral multiple of $500,000 and not less than $5,000,000 for each Borrowing.

To request a Borrowing under the Revolving Credit, the Borrower may notify the Lenders of such request by written Borrowing Request substantially in the form of Exhibit A not later than 11:00 a.m., five Business Days before the date of the proposed Borrowing. Each Borrowing Request will be irrevocable; provided that a Borrowing Request may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Lenders on or prior to the third Business Day before the date of the proposed Borrowing) without any obligation, fees, premiums, breakage or other costs being incurred by the Borrower. The Lenders are entitled to rely upon and act upon any Borrowing Request given or purportedly given by the Borrower, and the Borrower hereby waives the right to dispute the authenticity and validity of any such transaction once the Lenders have advanced funds, based on such Borrowing Request. Each Borrowing Request will specify the following information:

the aggregate principal amount of the requested Borrowing;

the date of such Borrowing, which will be a Business Day;

the initial Interest Period to be applicable to such Borrowing, which will be a period contemplated by the definition of the term “Interest Period”; and

the location and number of the Borrower’s account to which funds are to be disbursed.

Each Borrowing under the Revolving Credit initially will have the Interest Period specified in the applicable Borrowing Request. Thereafter, the Borrower may elect a new Interest Period therefor. The Borrower may elect different options with respect to different portions of the affected Borrowing, and the LIBOR Loans comprising each such portion will be considered a separate Borrowing. To make an election pursuant to this Section 2.3.2, the Borrower will notify the Lenders of such election by a Borrowing Request required under Section 2.3.1 as if the Borrower were requesting a Borrowing to be made on the effective date of such election. Each such Borrowing Request will be irrevocable. In addition to the information specified in Section 2.3.1, each Borrowing Request will specify the Borrowing to which such request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing. If no election is made pursuant to this Section 2.3.2 at the end of an Interest Period applicable to any LIBOR Loan, the applicable Borrower will be deemed to have elected an Interest Period of one month for such LIBOR Loan for the immediately following Interest Period.

The LIBOR Loans comprising each Borrowing will bear interest (computed on the basis of the actual number of days in the relevant Interest Period over a year of 360 days) at LIBOR for the Interest Period in effect for such LIBOR Loans plus 3.00% per annum.

Notwithstanding the foregoing, if any principal of or interest on any LIBOR Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to 2.00% per annum plus the rate otherwise applicable to such LIBOR Loan as provided in Section 2.4.1.

Accrued interest on each LIBOR Loan will be payable in arrears on each Interest Payment Date and upon termination of the Revolving Credit.

All interest hereunder will be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable LIBOR will be determined by the Lenders, and such determination will, absent manifest error, constitute prima facie evidence thereof.

For the purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest to be paid hereunder or in connection herewith is to be calculated on the basis of any period of time that is less than a calendar year, the yearly rate of interest to which the rate used in such calculation is equivalent is the rate so used multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360. The rates of interest under this Agreement are nominal rates, and not effective rates or yields. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement.

The Lenders will maintain accounts in which it will record (i) the amount of each LIBOR Loan made hereunder and the relevant Interest Periods applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to the Lenders hereunder, and (iii) the amount of any sum received by the Lenders hereunder.

The entries made in the accounts maintained pursuant to Section 2.5.1 will be prima facie evidence (absent manifest error) of the existence and amounts of the obligations recorded therein; provided that the failure of the Lenders to maintain such accounts or any error therein will not in any manner affect the obligation of the Borrower to repay the LIBOR Loans and all other amounts payable in connection therewith, including interest and fees, in accordance with the terms of this Agreement.

Unless previously terminated, the Revolving Credit will automatically terminate on the Revolving Credit Maturity Date.

The Borrower may, upon three Business Days prior written notice to the Lenders, permanently cancel any unused portion of the Revolving Credit, without penalty. Each notice delivered by the Borrower pursuant to this Section 2.6.2 will be irrevocable.

the aggregate principal amount so prepaid, if less than the entire principal amount of such LIBOR Loan, shall be an integral multiple of $50,000 and not less than $500,000;

the Borrower pays concurrently with any such prepayment all interest accrued on the amount prepaid; and

the Lenders receive written notice of such prepayment not later than 11:00 a.m., at least one Business Day prior to the date of such prepayment, which notice shall specify the aggregate principal amount of such LIBOR Loan to be prepaid and the date of such prepayment. Any such notice will be irrevocable and the Borrower will be bound to prepay in accordance with such notice.

In the event and on each occasion that any Net Proceeds are received by or on behalf of the Borrower or any Subsidiary in respect of any Prepayment Event, the Borrower shall, not later than the date that is fifteen days after such Net Proceeds are received by or on behalf of the Borrower or, subject to the limitations set forth in the proviso to this sentence, any Subsidiary, prepay LIBOR Loans in an aggregate principal amount equal to 100% of the amount of such Net Proceeds; provided that the Borrower shall be required to make a prepayment pursuant to this Section 2.9.1 in respect of any Prepayment Event described in clause (a) or (c) of the definition of the term “Prepayment Event” resulting from an Asset Sale solely involving property of a Subsidiary or from the incurrence of Indebtedness of a Subsidiary, respectively, only to the extent that (i) the applicable Subsidiary is permitted under the terms of the Opco Credit Agreement, any Existing Term Loan Refinancing Documents or any other Indebtedness of any Subsidiary to distribute the Net Proceeds from such Asset Sale or incurrence of Indebtedness, directly or indirectly, to the Borrower after giving effect to the prepayment, mandatory offer or reinvestment requirements and terms, if any, set forth in the applicable Indebtedness documentation and (ii) the applicable Subsidiary is permitted to distribute the Net Proceeds, directly or indirectly, to the Borrower without violating any applicable Law or provisions of the Organizational Documents of such Subsidiary that are in effect on the Effective Date or come into effect after the Effective Date so long as any such limit on distributions to the Borrower were not put in place in contemplation of the requirements in this Section 2.9.1 (or, in the case of any Person that becomes a Subsidiary after the Effective Date, that are in effect on the date such Person becomes a Subsidiary so long as any such limit on distributions to the Borrower was not put in place in contemplation of the requirements in this Section 2.9.1); provided further that, once the restrictions set forth in the immediately preceding proviso with respect to such Subsidiary no longer apply, such Subsidiary shall promptly distribute the Net Proceeds from the applicable Prepayment Event (or the portion thereof that was not permitted to be distributed to the Borrower as a result of such restrictions, requirements or terms) to the Borrower and the Borrower shall promptly, and in no event less than 5 Business Days after the receipt thereof, make a prepayment pursuant to this Section 2.9.1 with such Net Proceeds (or portion thereof).

Prior to any mandatory prepayment of LIBOR Loans under Section 2.9.1, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment delivered pursuant to Section 2.9.3.

The Borrower shall notify the Lenders by telephone (confirmed by hand delivery or facsimile) of any mandatory prepayment hereunder not later than 11:00 a.m., three Business Days before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and a reasonably detailed calculation of the amount of such prepayment. Prepayments shall be accompanied by accrued interest on the portion of the LIBOR Loans so prepaid.

Any and all payments by or on account of any obligation of the Borrower hereunder will be made free and clear of and without deduction for any Taxes; provided that if the Borrower will be required to deduct any Taxes from such payments under Applicable Law, then (a) if such Tax is an Indemnified Tax, the sum payable will be increased as necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.11), each Lender receives an amount equal to the sum it would have received had no such deduction been made, (b) the Borrower will make such deduction, and (c) the Borrower will pay the full amount deducted to the relevant Governmental Authority in accordance with Applicable Law.

Without limiting the provisions of Section 2.11.1, the Borrower will timely pay all Other Taxes to the relevant Governmental Authorities in accordance with applicable Law.

The Borrower will indemnify each Lender within 10 days after written demand therefor, for the full amount of any Indemnified Taxes payable or paid by such Lender on or with respect to, or required to be withheld or deducted from, any payment to such Lender by or on account of any obligation of the Borrower hereunder (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.11) and any penalties and interest which do not arise from the failure of such Lender to give timely notice through no fault of the Borrower, and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by the Lenders will, absent manifest error, constitute prima facie evidence of the amount owing.

The Lenders will indemnify the Borrower within 10 days after written demand therefor, for the full amount of any Fee Withholding Taxes payable or paid by the Borrower and any penalties and interest which do not arise from the failure of the Borrower to give timely notice through no fault of any Lender, and reasonable expenses arising therefrom or with respect thereto, whether or not such Fee Withholding Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Lenders by the Borrower will, absent manifest error, constitute prima facie evidence of the amount owing.

As soon as practicable after any payment of Indemnified Taxes by the Borrower to a Governmental Authority, the Borrower will deliver to the Lenders reasonable evidence that such payment was made.

A Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. Federal income Tax purposes (a “Non-U.S. Lender”) will, to the extent such Lender is legally able to do so, deliver to the Borrower, on or prior to the Effective Date (or, if later, on or prior to the date on which such Lender becomes a party to this Agreement), and at such other times as may be necessary in the determination of the Borrower in the reasonable exercise of its discretion, (i) two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP, W-8IMY and/or any other form prescribed by applicable law (or, in each case, any successor forms), properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by the Borrower to establish that such Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of United States Federal income Tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, or (ii) if such Lender (or, if such Lender is providing a W-8IMY, if any beneficial owner that is not a United States person) is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN or W-8BEN-E (or any successor form), properly completed and duly executed by such Lender or beneficial owner, and such other documentation required under the Internal Revenue Code and reasonably requested by Borrower to establish that such Lender or such beneficial owner is not subject to (or is subject to a reduced rate of) deduction or withholding of United States Federal income Tax with respect to any payments to such Lender or beneficial owner of interest payable under any of the Credit Documents. A Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for United States Federal income Tax purposes (a “U.S. Lender”) will deliver to the Borrower on or prior to the Effective Date (or, if later, on or prior to the date on which such Lender becomes a party to this Agreement) two original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Lender, certifying that such U.S. Lender is entitled to an exemption from United States backup withholding Tax, or otherwise prove that it is entitled to such an exemption. The Lender required to deliver any forms, certificates or other evidence with respect to United States Federal income Tax withholding matters pursuant to this Section 2.11.6 hereby agrees, from time to time after the initial delivery by such Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall promptly deliver to the Borrower two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP, W-8IMY, W-9 and/or any other form prescribed by applicable law (or, in each case, any successor form), or a Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN or W-8BEN-E (or any successor form), as the case may be, properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Borrower to confirm or establish that such Lender is not subject to deduction or withholding of United States Federal income Tax with respect to payments to such Lender under the Credit Documents, or notify the Borrower of its inability to deliver any such forms, certificates or other evidence. Notwithstanding anything in this Section 2.11.6 to the contrary, the completion, execution and submission of such documentation (other than Internal Revenue Service Form ▇-▇▇▇▇, ▇-▇▇▇▇-▇, ▇-▇▇▇▇, W-8EXP, W-8IMY or W-9 (or, in each case, any successor form) or a Certificate re Non-Bank Status) will not be required if in the Lenders’ reasonable judgment such completion, execution or submission would subject any Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of any Lender.

If a payment made to a Lender under any Credit Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender will deliver to the Borrower at the time or times prescribed by applicable law and at such time or times reasonably requested by the Borrower such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrower as may be necessary for the Borrower to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this paragraph 2.11.7, “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.11 (including by the payment of additional amounts pursuant to this Section 2.11), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.11 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph 2.11.8 (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph 2.11.8, in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph 2.11.8 the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

If the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.11, then such Lender will (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking its LIBOR Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to 2.11, as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

If the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.11 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.12.1, then the Borrower may, at its sole expense and effort, upon notice to such Lender, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 8.4), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.11) and obligations under this Agreement and the related Credit Documents to an assignee pursuant to Section 8.4 that will assume such obligations, provided that:

such Lender will have received payment of an amount equal to the outstanding principal of its LIBOR Loans and accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Section 2.10) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

in the case of any such assignment resulting from payments required to be made pursuant to Section 2.11, such assignment will result in a reduction in such payments thereafter; and

such assignment does not conflict with applicable law.

The repayment of any LIBOR Loan outstanding on any Borrowing Maturity Date, including, for the avoidance of doubt, the Revolving Credit Maturity Date (but not, for the avoidance of doubt, any LIBOR Loans which become due and payable as a result of the acceleration (automatic or otherwise) of the LIBOR Loans under this Agreement) shall, at the option of BAM, be repaid in full with the proceeds of a public rights offering made by the Borrower of its Equity Interests in an amount equal to the amount to be repaid under this Agreement; provided that, in respect of any such offering, BAM or its Affiliates shall, on customary terms and conditions (including the absence of any Default or Event of Default under this Agreement) undertake and commit to back-stop the offer by acquiring all of the unsubscribed Equity Interests of such offering (at a reasonable discount to the then-prevailing five-day volume weighted average trading price). For the avoidance of doubt, BAM and its Affiliates will have the right, but not the obligation, to participate on a pro rata basis (given BAM’s and such Affiliates’ equity ownership in the Borrower) in any such issuance of Equity Interests of the Borrower.

Equity Interests of the Borrower that are issued in accordance with Section 2.15.1 shall be registered under all appropriate U.S. securities laws (including any applicable “blue sky” securities laws).

The obligation of BAM to back-stop a public rights offering shall not apply if the Master Services Agreement has been terminated or ceases to be in full force and effect.

Upfront Fee: An upfront fee in an aggregate amount equal to 1.00% of the Available Amount as of the Effective Date, which upfront fee shall be due and payable on the Effective Date in accordance with Section 4.1.7.

Standby Fee: A standby fee, which shall accrue at a rate of 0.50% per annum on the average daily unused amount of the Available Amount during the period from and including the Effective Date to but excluding the earlier of (i) the Availability Period Termination Date and (ii) the date on which the Revolving Credit is otherwise reduced to zero in accordance with the terms of this Agreement (such earlier date, the “Standby Fee Termination Date”). Accrued standby fees shall be payable in arrears on the last Business Day of March, June, September and December of each year and on the Standby Fee Termination Date, commencing on the first such date to occur after the Effective Date. All standby fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

None of the Borrower or any of its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of buying or carrying Margin Stock.

No portion of the proceeds of any Borrowing shall be used in any manner, whether directly or (to the knowledge of the Borrower) indirectly, that causes or could reasonably be expected to cause, such Borrowing or the application of such proceeds to violate Regulation T, Regulation U or Regulation X or any other applicable regulation of the Board of Governors or to violate the Securities Exchange Act of 1934, as amended.

Each of the electrical generating facilities owned by the Borrower or any of its Subsidiaries located in the United States is, or will be, beginning at the time of first generating electric energy, (i) a small power production facility that is a qualifying facility (“QF”) under the Federal Energy Regulatory Commission’s (“FERC’s”) regulations at 18 C.F.R. Part 292 (“PURPA Regulations”) under the Public Utility Regulatory Policies Act of 1978 (“PURPA”) (such status as a QF, “QF Status”); or, (ii) if not a QF, then owned or operated by an “Exempt Wholesale Generator” or “EWG” within the meaning of the Public Utility Holding Company Act of 2005 (“PUHCA”) (such status as an EWG, “EWG Status”). The QF Status of each such electrical generating facility that is a QF has been or will be, by the time such facility begins to generate electric energy, validly obtained through certification or self certification pursuant to the PURPA Regulations, or certification or self-certification with respect to such QF Status is not required pursuant to 18 C.F.R. § 292.203(d). The EWG Status of any owner or operator of such electrical generating facility that is an EWG has been or will be, by the time such facility begins to generate electric energy, validly obtained through determination or self-certification pursuant to the FERC’s regulations at 18 C.F.R. Part 366 (“PUHCA Regulations”).

Each Subsidiary of the Borrower that directly owns electrical generating facilities located outside of the United States is a foreign utility company (“FUCO”) under the PUHCA Regulations.

The Borrower and its Subsidiaries are not subject to, or are exempt from, regulation under the federal access to books and records provisions of PUHCA (the “PUHCA Exemption”). Any of the Borrower and any Subsidiary that is a holding company as defined under PUHCA, are holding companies under PUHCA solely with respect to one or more QFs, FUCOs or EWGs and are entitled to the benefit of blanket authorization under Section 203(a)(2) of the Federal Power Act (“FPA”) pursuant to 18 C.F.R. § 33.1(c)(6) and (c)(8).

If and to the extent that the Borrower or a Subsidiary of the Borrower is subject to regulation under Sections 204, 205 and 206 of the FPA it (i) makes all of its sales of electricity exclusively at wholesale, (ii) has authority to engage in wholesale sales of electricity at market-based rates, and to the extent permitted under its market-based rate authority, other products and services at market-based rates, and (iii) has such waivers and authorizations as are customarily granted to market-based rate sellers by FERC, including blanket authorization to issue securities and assume liabilities pursuant to Section 204 of the FPA. Any such market-based rate authorizations and waivers pursuant to the previous sentence are not subject to any pending challenge or investigation at FERC, and FERC has not issued any orders imposing a rate cap, mitigation measure, or other limitation on its authority to engage in sales at market-based rates, other than challenges, investigations, rate caps and mitigation measures generally applicable to wholesale sellers participating in the applicable electric market (such waivers and authorizations are the “Market-Based Rate Authorizations” and together with QF Status, EWG Status, and the PUHCA Exemption, and the other authorizations described in Section 3.20.3, are the “Federal Energy Regulatory Authorizations, Exemptions, and Waivers”).

None of the Borrower or any Subsidiary of the Borrower will, as the result of entering into any Credit Documents, or any transaction contemplated hereby or thereby, be subject to state laws and regulations respecting the rates of, or the financial or organizational regulation of, electric utilities (as described for purposes of the exemption provided under PURPA as defined in 18 CFR § 292.602(c)) (“State Electric Utility Regulations”), except as listed on Schedule 4.26 as such schedule may be amended by Borrower from time to time before or after the Effective Date.

Neither the Lenders nor any of their “affiliates” (as defined under the PUHCA Regulations) will, solely as a result of each of the Borrower’s and its Subsidiaries’ respective ownership, leasing or operation of its electrical generating facility, the sale or transmission of electricity therefrom or the Borrower’s or any of its Subsidiaries’ entering into any Credit Documents, or any transaction contemplated hereby or thereby, be subject to regulation under the FPA, PUHCA, or state laws and regulations respecting the rates of, or the financial or organizational regulation of, electric utilities (as described for purposes of the exemption provided under PURPA as defined in 18 CFR § 292.602(c)), except that the exercise by the Lenders of certain foreclosure remedies allowed under the Credit Documents may subject the Lenders and their “affiliates” (as that term is defined in PUHCA) to regulation under the FPA, PUHCA or state laws and regulations respecting the rates of, or the financial or organizational regulation of, electric utilities.

Conditions Precedent to Closing. The obligation of the Lenders to make LIBOR Loans on the Effective Date is subject to the satisfaction, or waiver in accordance with Section 8.2, of the following conditions on or before the Effective Date:

Credit Documents. The Lenders shall have received sufficient copies of each Credit Document as the Lenders shall request, originally executed and delivered by the Borrower.

Personal Property Collateral. In order to create in favor of the Lenders a valid, perfected First Priority security interest in the personal property Collateral, the Borrower shall have delivered to the Lenders:

evidence satisfactory to the Lenders of the compliance by the Borrower with its obligations under the Pledge and Security Agreement and the other Collateral Documents (including its obligations to execute or authorize, as applicable, and deliver UCC financing statements, originals of securities, instruments and chattel paper);

to the extent applicable, fully executed and notarized Intellectual Property Security Agreements, in proper form for filing or recording in all appropriate places in all applicable jurisdictions, memorializing and recording the encumbrance of the Intellectual Property Assets listed in Schedule 5.2 to the Pledge and Security Agreement;

opinions of counsel (which counsel shall be reasonably satisfactory to the Lenders) with respect to the creation and perfection of the security interests in favor of the Lenders in such Collateral and such other matters governed by the laws of each jurisdiction in which the Borrower or any personal property Collateral is located as the Lenders may reasonably request, in each case, in form and substance reasonably satisfactory to the Lenders; and

evidence that the Borrower shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by the Lenders to create in favor of the Lender a valid, perfected First Priority security interest in the personal property Collateral.

Organizational Documents; Incumbency. The Lenders shall have received, in respect of the Borrower, (i) sufficient copies of each Organizational Document as the Lenders shall request, and, to the extent applicable, certified as of the Effective Date or a recent date prior thereto by the appropriate Governmental Authority; (ii) signature and incumbency certificates of the officers of the Borrower that are executing the Credit Documents and the Borrowing Request; (iii) resolutions of the board of directors of the Borrower approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents, certified as of the Effective Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; and (iv) a good standing certificate from the applicable Governmental Authority of the Borrower’s jurisdiction of incorporation, organization or formation, each dated the Effective Date or a recent date prior thereto.

Closing Certificate. The Borrower shall have delivered to the Lenders an originally executed certificate of a Responsible Officer, dated the Effective Date and confirming compliance with the conditions set forth in Sections 4.1.4, 4.1.9 and 4.2(b).

Opinions of Counsel to the Borrower. The Lenders shall have received executed copies of the favorable written opinions of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel for the Borrower, and (ii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP special Delaware counsel for the Borrower, in each case as to such matters as the Lenders may reasonably request, dated as of the Effective Date and in form and substance reasonably satisfactory to the Lenders (and the Borrower hereby instructs such counsel to deliver such opinions to the Lenders).

Fees. The Borrower shall have paid to the Lenders the fees payable on or before the Effective Date referred to in Section 2.16 and all expenses payable pursuant to Section 8.3.1 which have accrued to the Effective Date, in each case, for which invoices have been presented at least three Business Days prior to the Effective Date.

Solvency. On the Effective Date, the Lenders shall have received a solvency certificate, in form and substance reasonably satisfactory to the Lenders, from the Borrower.

Representations and Warranties. The Specified Representations shall be true and correct in all material respects on and as of the Effective Date to the same extent as though made on and as of that date, except to the extent such Specified Representations specifically relate to an earlier date, in which case such Specified Representations shall be true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any Specified Representations that already are qualified or modified by materiality in the text thereof. The Specified Acquisition Agreement Representations shall be true and correct in all material respects on and as of the Effective Date to the same extent as though made on and as of that date, except to the extent such Specified Acquisition Agreement Representations specifically relate to an earlier date, in which case such Specified Acquisition Agreement Representations shall be true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any Specified Acquisition Agreement Representations that already are qualified or modified by materiality in the text thereof.

the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such Borrowing, to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof;

at the time of and immediately after giving effect to such Borrowing, no Default or Event of Default will have occurred and be continuing;

the Lenders will have received a Borrowing Request in the manner and within the time period required by Section 2.3;

the aggregate outstanding principal amount of all LIBOR Loans, after giving effect to such Borrowing, shall not exceed the Available Amount then in effect;

the Borrower shall have paid to the Lenders all expenses payable pursuant to Section 8.3.1 which have accrued to the date of such Borrowing, in each case for which invoices have been presented at least one Business Day prior to the date of such Borrowing; and

the proceeds of such Borrowing shall be used solely for a Permitted Use.

Quarterly Financial Statements. As soon as available, and in any event within 60 days after the end of each of the first three Fiscal Quarters of each Fiscal Year (or, in the case of each of the Fiscal Quarters ending on or prior to the first anniversary of the Effective Date, 90 days after the end of such Fiscal Quarter), commencing with the Fiscal Quarter ended September 30, 2017, the consolidated balance sheets of the Borrower and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of income, stockholders’ equity and cash flows of the Borrower and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, commencing with the first Fiscal Quarter for which such corresponding figures are available, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto.

Annual Financial Statements. As soon as available, and in any event within 120 days after the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2017, (i) the consolidated balance sheets of the Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, commencing with the first Fiscal Year for which such corresponding figures are available, in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon of KPMG or other independent certified public accountants of recognized national standing selected by the Borrower (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit (other than solely with respect to, or resulting solely from, (x) an upcoming maturity date for any Indebtedness occurring within one year from the time such report is delivered or (y) a potential Default with respect to the financial covenant set forth in Section 6.7 of the Opco Credit Agreement), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards).

Notice of Default. Promptly upon any Responsible Officer of the Borrower obtaining knowledge (i) of any condition or event that constitutes a Default or an Event of Default or that notice has been given to the Borrower with respect thereto or (ii) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, a certificate of an Authorized Officer specifying the nature and period of existence of such condition, event or change, or specifying the notice given and action taken by any such Person and the nature of such claimed Event of Default, Default, default, event or condition, and what action the Borrower has taken, is taking and proposes to take, as applicable, with respect thereto.

Notice of Litigation. Promptly upon any Responsible Officer of the Borrower obtaining knowledge of (i) any Adverse Proceeding not previously disclosed in writing by the Borrower to the Lenders, or (ii) any development in any Adverse Proceeding that, in the case of either clause (i) or (ii), if adversely determined could be reasonably expected to have a Material Adverse Effect.

Information Regarding Collateral. The Borrower will furnish to the Lenders prompt (and in any event within ten days or such longer period as reasonably agreed to by the Lenders) written notice of any change (i) in the Borrower’s corporate name, (ii) in the Borrower’s identity or corporate form, (iii) in the Borrower’s jurisdiction of organization or (iv) in the Borrower’s state organizational identification number, if any, or, if the Borrower is organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, the Federal Taxpayer Identification Number of the Borrower.

Other Information. Such other information and data with respect to the Borrower or any of its Subsidiaries as from time to time may be reasonably requested by the Lenders, provided that any of the foregoing information which is filed with the Securities and Exchange Commission or otherwise made available to the public, and in each case posted on an Internet website to which the Lenders have access, shall be deemed to have been delivered to the Lenders.

The Borrower will deliver to the Lenders:

as soon as practicable following receipt thereof, copies of all environmental audits, investigations, analyses and reports of any kind or character, whether prepared by personnel of the Borrower or any of its Subsidiaries or by independent consultants, Governmental Authorities or any other Persons, with respect to environmental matters at any Facility or with respect to any Environmental Claims that, in either case, would be reasonably likely to result, individually or in the aggregate, in a Material Adverse Effect;

as soon as practicable following the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority under any applicable Environmental Laws that could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, and (2) any remedial action taken by the Borrower or any other Person in connection with a violation of applicable Environmental Law or the Release of any Hazardous Materials, which in either event would be reasonably likely to result, individually or in the aggregate, in a Material Adverse Effect;

as soon as practicable following the sending or receipt thereof by the Borrower or any of its Subsidiaries, a copy of any and all material written communications with respect to (1) any Environmental Claims and (2) any Release required to be reported to any Governmental Authority that, in either case, would be reasonably likely to result, individually or in the aggregate, in a Material Adverse Effect;

prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by the Borrower or any of its Subsidiaries that could reasonably be expected to (A) expose the Borrower or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) affect the ability of the Borrower or any of its Subsidiaries to maintain in full force and effect all Governmental Authorizations required under any Environmental Laws for their respective operations that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (2) any proposed action to be taken by the Borrower or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject the Borrower or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and

with reasonable promptness, such other documents and information as from time to time may be reasonably requested by the Lenders in relation to any matters disclosed pursuant to this Section 5.8.1.

Response to Environmental Claims and Violations of Environmental Laws. The Borrower shall promptly take, and shall cause each of its Subsidiaries promptly to take, any and all actions necessary to (i) cure any violation of applicable Environmental Laws or Governmental Authorizations issued thereunder by the Borrower or its Subsidiaries that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (ii) make an appropriate response to any Environmental Claim against the Borrower or any of its Subsidiaries and discharge any obligations it may have to any Person thereunder where failure to do so could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; provided that none of the Borrower or any of its Subsidiaries shall be required to take any action to cure any violation, respond, or discharge any such obligation to the extent that responsibility, liability or obligation for such matter is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP, except to the extent such action to cure any such violation, respond, or discharge any such obligation is necessary to prevent or ▇▇▇▇▇ an imminent and substantial danger to human health and/or the environment

no Default or Event of Default will have occurred and remain outstanding and such transaction will not result in the occurrence of any Default or Event of Default;

prior to or contemporaneously with the consummation of such transaction the Predecessor and/or the Successor have executed such instruments and delivered such legal opinions acceptable to the Lenders acting reasonably and done such things as are necessary or advisable to establish that upon the consummation of such transaction:

the Successor will have assumed all the covenants and obligations of the Predecessor under this Agreement and each of the other Credit Documents; and

this Agreement and each of the other Credit Documents will be a valid and binding obligation of the Successor entitling the Lenders, as against the Successor, to exercise all their respective rights under this Agreement and each of the other Credit Documents;

the Lenders, having received such information relating to such proposed transaction as the Lender may have reasonably requested, have confirmed in writing that such Successor is acceptable to the Lenders, acting reasonably.

From and after the termination of the Master Services Agreement, (a) the Borrower shall not engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of Opco Holdings and activities incidental thereto, (ii) the Sponsorship Transactions (including compliance with any remaining obligations of the Borrower under the Master Services Agreement) or any replacement thereof, (iii) entering into Swap Contracts permitted under Section 6.1 and (iv) other businesses and activities consistent with the business and activities of the Borrower immediately prior to such termination (which shall include, for the avoidance of doubt, the satisfaction of contractual obligations of the Borrower that were in effect prior to such termination) and (b) the Borrower shall not own or acquire any assets (other than Equity Interests of Opco Holdings, cash, Cash Equivalents and loans made to Opco Holdings and such other assets as it owns, or has contracted to acquire in the ordinary course of business, prior to the date of such termination or consistent with its business prior to such termination) or incur any liabilities (other than (A) liabilities hereunder and under the other Credit Documents, (B) liabilities under any Swap Contract permitted under Section 6.1, (C) liabilities imposed by law, including tax liabilities, (D) other liabilities (other than Indebtedness) incidental to its existence and permitted business and activities and (E) Indebtedness (1) that is outstanding as of the date of such termination, (2) of the type that is incurred by the Borrower in the ordinary course of its business immediately prior to the occurrence of such termination and (3) the Net Proceeds of which are used to prepay the LIBOR Loans in accordance with Section 2.9.1).

From and after the termination of the Master Services Agreement, the Borrower shall not use any Cash that it receives from any dividend or distribution made to the Borrower by any Subsidiary, other than (a) to make payments consistent with the conduct of business permitted in Section 6.3.1, (b) to prepay the LIBOR Loans in accordance with Section 2.8 and (c) to pay a dividend or make any other distribution with respect to its Equity Interests, in each case ratably to the holders of such Equity Interests, in an amount equal to such remaining cash proceeds; provided that no dividend or distribution may be made pursuant to this clause (c) unless, at the time of such dividend or distribution, no LIBOR Loans are then outstanding.

7.1

the Borrower fails to pay the principal of any LIBOR Loan when due and payable, including, without limitation, on any applicable Borrowing Maturity Date or on the Revolving Credit Maturity Date;

the Borrower fails to pay interest or any other amount owing hereunder when due hereunder and such failure continues unremedied for a period of five days after written notice thereof from the Lenders;

any representation or warranty made or deemed made by or on behalf of the Borrower in any Credit Document (including any Specified Acquisition Agreement Representation) proves to have been incorrect in any material respect when made or deemed to be made and, solely with respect to a representation or warranty that is capable of being cured, such incorrect representation or warranty shall remain incorrect in any material respect for a period of 30 days after the date of the applicable Borrowing;

the Borrower (i) fails to perform or comply with any term or condition contained in Section 2.1.2 or 5.2 or Article 6 or (ii) fails for longer than ten Business Days to perform or comply with any term or condition contained in Section 5.1.1;

the Borrower defaults in the performance of or compliance with any term contained herein or in any of the other Credit Documents, other than any such term referred to in any other paragraph of this Section 7.1, and such default shall not have been remedied or waived within thirty days after the earlier of (i) an officer of the Borrower becoming aware of such default or (ii) receipt by the Borrower of notice from the Lenders of such default;

(i) a court of competent jurisdiction enters a decree or order for relief in respect of the Borrower or any of its Subsidiaries (other than Immaterial Subsidiaries and Non-Recourse Subsidiaries) in an involuntary case under any Debtor Relief Laws now or hereafter in effect, which decree or order is not stayed; or any other similar relief is granted under any applicable Federal or State law; or (ii) an involuntary case is commenced against the Borrower or any of its Subsidiaries (other than Immaterial Subsidiaries and Non-Recourse Subsidiaries) under any Debtor Relief Laws now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over the Borrower or any of its Subsidiaries (other than Immaterial Subsidiaries and Non-Recourse Subsidiaries), or over all or a substantial part of its property, has been entered; or there has occurred the involuntary appointment of an interim receiver, trustee or other custodian of the Borrower or any of its Subsidiaries (other than Immaterial Subsidiaries and Non-Recourse Subsidiaries) for all or a substantial part of its property; or a warrant of attachment, execution or similar process has been issued against any substantial part of the property of the Borrower or any of its Subsidiaries (other than Immaterial Subsidiaries and Non-Recourse Subsidiaries), and any such event described in this clause (ii) shall continue for sixty days without having been dismissed, bonded or discharged;

(i) the Borrower or any of its Subsidiaries (other than Immaterial Subsidiaries and Non-Recourse Subsidiaries) has an order for relief entered with respect to it or commences a voluntary case under any Debtor Relief Laws now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or consents to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or the Borrower or any of its Subsidiaries (other than Immaterial Subsidiaries and Non-Recourse Subsidiaries) makes any assignment for the benefit of creditors; or (ii) the Borrower or any of its Subsidiaries (other than Immaterial Subsidiaries and Non-Recourse Subsidiaries) is unable, or fails generally, or admits in writing its inability, to pay its debts as such debts become due; or the members of the Borrower or the board of directors (or similar governing body) of the Borrower or any of its Subsidiaries (other than Immaterial Subsidiaries and Non-Recourse Subsidiaries) (or any committee thereof) adopts any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 7.1(f);

at any time there exists money judgments, writs or warrants of attachment or similar process involving in the aggregate an amount in excess of $75,000,000 (to the extent not adequately covered by insurance as to which a solvent and unaffiliated insurance company has acknowledged coverage) entered or filed against the Borrower or any of its Subsidiaries (other than Immaterial Subsidiaries and Non-Recourse Subsidiaries) or any of their respective assets and such money judgments, writs or warrants of attachment or similar process remain undischarged, unvacated, unbonded or unstayed for a period of sixty days;

(i) the failure of the Borrower or any Credit Party under and as defined in the Opco Credit Agreement or any of its Subsidiaries (other than Immaterial Entities or Non-Recourse Subsidiaries (except to the extent that any Subsidiary that is a Credit Party under and as defined in the Opco Credit Agreement is then directly or indirectly liable, including pursuant to any contingent obligation, for any Non-Recourse Project Indebtedness of such Non-Recourse Subsidiary and such liability, individually or in the aggregate, exceeds $75,000,000)) to pay when due any principal of or interest on or any other amount, including any payment in settlement, payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in Section 7.1(a)) with an aggregate principal amount (or Net ▇▇▇▇-to-Market Exposure) of $75,000,000 or more, in each case beyond the grace period, if any, provided therefor; or (ii) the breach or default by the Borrower or any Credit Party under and as defined in the Opco Credit Agreement with respect to any other material term of (1) one or more items of Indebtedness in the individual or aggregate principal amounts (or Net ▇▇▇▇-to-Market Exposure) referred to in clause (i) above or (2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause that Indebtedness to become or be declared due and payable (or subject to a compulsory repurchase or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be;

any order, judgment or decree is entered against the Borrower decreeing the dissolution or split up of the Borrower and such order shall remain undischarged or unstayed for a period in excess of thirty days;

(i) there occurs one or more ERISA Events which individually or in the aggregate results in or would reasonably be expected to result in a Material Adverse Effect; or (ii) there exists any fact or circumstance that reasonably could be expected to result in the imposition of a Lien or security interest pursuant to Section 430(k) of the Internal Revenue Code or Section 4068 of ERISA upon the property and rights to property belonging to the Borrower or any of its ERISA Affiliates;

the Master Services Agreement is terminated or ceases to be in full force and effect for any reason other than as a result of an Equity Event or an MSA Event; or

at any time after the execution and delivery thereof, (i) this Agreement or any Collateral Document ceases to be in full force and effect (other than by reason of a release of Collateral in accordance with the terms hereof or thereof or the satisfaction in full of the Obligations in accordance with the terms hereof) or is declared null and void, or the Lenders do not have or cease to have a valid and perfected Lien in any material portion of the Collateral (for the avoidance of doubt, any pledge of Equity Interests shall constitute a material portion of the Collateral) purported to be covered by the Collateral Documents with the priority required by the relevant Collateral Document, in each case for any reason other than the failure of the Lenders to take any action within its control, or (ii) the Borrower contests the validity or enforceability of any Credit Document in writing or denies in writing that it has any further liability, including with respect to future advances by the Lenders, under any Credit Document or shall contest the validity or perfection of any Lien in any Collateral purported to be covered by the Collateral Documents;

if to the Borrower:

if to the Lenders:

The Borrower will pay (a) all reasonable out-of-pocket expenses incurred by the Lenders, including the reasonable fees, charges and disbursements of external counsel for the Lenders in connection with the negotiation and preparation of the Credit Documents (whether or not the transactions contemplated hereby or thereby will be consummated) and the management and administration of LIBOR Loans under this Agreement (whether or not any Borrowings are made hereunder), (b) all reasonable out-of-pocket expenses incurred by the Lenders, including the reasonable fees, charges and disbursements of external counsel for the Lenders, in connection with any amendments, modifications or waivers of the provisions hereof, and (c) all out-of-pocket expenses incurred by the Lenders, including the fees, charges and disbursements of counsel for the Lenders, in connection with the collection, enforcement or protection of its rights in connection with this Agreement, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LIBOR Loans.

The Borrower will indemnify each Lender, its directors, officers and employees (each such Person including the directors, officers and employees herein referred to as an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, cost recovery actions, damages, expenses and liabilities of whatsoever nature or kind asserted by third parties, and all reasonable out-of-pocket expenses to which any Indemnitee may become subject, in each case arising out of or in connection with (a) the execution or delivery of any Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties thereto of their respective obligations thereunder, and the consummation of the transactions contemplated hereunder or thereunder, (b) any LIBOR Loan or any actual or proposed use of the proceeds therefrom, (c) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, (d) any other aspect of any Credit Document, or (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defense, preparation of defense, litigation and enquiries (the “Claim”); provided that such indemnity will not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence, wilful misconduct or wilful material breach of this Agreement by such Indemnitee. This Section 8.3.2 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, cost recovery actions, damages, expenses and liabilities arising from any non-Tax claim.

The provisions of this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Lenders.

Each Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement with the consent of the Borrower (which consent, in the case of a proposed assignment to one or more Affiliates of such Lender, shall not be unreasonably withheld, conditioned or delayed).

If any Lender that is an Affiliate of BAM at the time that such Person becomes a Lender under this Agreement at any time ceases to be an Affiliate of BAM, such Lender shall assign all of its rights and obligations under this Agreement to an Affiliate of BAM pursuant to Section 8.4.2.

BAM, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a register for the recordation of the names and addresses of the Lenders (including any assignee) and principal amount (and stated interest) of the LIBOR Loans owing to, each Lender (and including any assignee) pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and, as to entries pertaining to it, any Lender, at any reasonable time and from time to time upon reasonable prior notice.

Amount and Interest Period: a LIBOR Loan in the amount of $● and with an interest period of ● months.

Date of Borrowing:_____________________

Account of the Borrower to which the funds are to be disbursed.

The undersigned confirms having read the provisions of the Credit Agreement which are relevant to the furnishing of this Borrowing Request. The undersigned confirms that the Borrower has complied with all conditions precedent for the requested Borrowing.