Common use of Certain Affiliate Transactions Clause in Contracts

Certain Affiliate Transactions. EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Revolving Loan Note B-2 Swing Line Note B-3 Term Loan Note C Compliance Certificate D Assignment Agreement E Certificate re Non-Bank Status F-1 Closing Date Certificate F-2 Solvency Certificate G Counterpart Agreement H Pledge and Security Agreement I Mortgage J Landlord Personal Property Collateral Access Agreement K Intercompany Note L Joinder Agreement M Incumbency Certificate CREDIT AND GUARANTY AGREEMENT This CREDIT AND GUARANTY AGREEMENT, dated as of July 23, 2014, is entered into by and among TERRAFORM POWER OPERATING, LLC, a Delaware limited liability company (“Borrower”), TERRAFORM POWER, LLC, a Delaware limited liability company (“Holdings”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time, XXXXXXX XXXXX BANK USA (“Xxxxxxx Sachs”), BARCLAYS BANK PLC (“Barclays”), CITIGROUP GLOBAL MARKETS INC. (“Citigroup”) and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as Co-Syndication Agents (in such capacity, “Syndication Agents”), Xxxxxxx Xxxxx, as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), and as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”), Xxxxxxx Sachs, Barclays, Citigroup and JPMorgan, as Joint Lead Arrangers (in such capacity, “Arrangers”) and Joint Bookrunners, and SANTANDER BANK, N.A. (“Santander”), as Documentation Agent (in such capacity, “Documentation Agent”).

Certain Affiliate Transactions. EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Term Loan Note B-2 Revolving Loan Note B-2 B-3 Swing Line Note B-3 Term Loan Note C Compliance Certificate D Assignment Agreement E Certificate re Re Non-Bank bank Status F-1 F Closing Date Certificate F-2 Solvency Certificate G Counterpart Agreement H Pledge and Security Agreement I Mortgage J Landlord Personal Property Collateral Access Waiver and Consent Agreement K Intercompany Note L Joinder Agreement M Incumbency Certificate Interim DIP Order SECURED SUPER-PRIORITY DEBTOR IN POSSESSION CREDIT AND GUARANTY AGREEMENT This SECURED SUPER-PRIORITY DEBTOR IN POSSESSION CREDIT AND GUARANTY AGREEMENT, dated as of July 23October 16, 20142007, is entered into by and among TERRAFORM POWER OPERATINGMOVIE GALLERY, LLCINC., a Delaware limited liability company corporation and a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code (as defined below) (“Borrower”), TERRAFORM POWER, LLC, a Delaware limited liability company (“Holdings”), CERTAIN SUBSIDIARIES OF BORROWER, BORROWER as Guarantors, the Lenders party hereto from time to time, XXXXXXX XXXXX BANK USA CREDIT PARTNERS L.P. (“Xxxxxxx Sachs”), BARCLAYS BANK PLC (“Barclays”), CITIGROUP GLOBAL MARKETS INC. (“Citigroup”) and JPMORGAN CHASE BANK, N.A. (“JPMorganGSCP”), as Co-Syndication Agents Agent (in such capacity, “Syndication AgentsAgent”) and as Documentation Agent (in such capacity, “Documentation Agent”), Xxxxxxx Xxxxxand THE BANK OF NEW YORK (“BNY”), as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), ) and as Collateral Agent (together with its permitted successor successors in such capacity, “Collateral Agent”), Xxxxxxx Sachs, Barclays, Citigroup and JPMorgan, as Joint Lead Arrangers (in such capacity, “Arrangers”) and Joint Bookrunners, and SANTANDER BANK, N.A. (“Santander”), as Documentation Agent (in such capacity, “Documentation Agent”).

Certain Affiliate Transactions. EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Revolving Loan Note B-2 Swing Line Note B-3 Term Loan Note C B Compliance Certificate D C Assignment Agreement E D Certificate re Regarding Non-Bank Status F-1 E Closing Date Certificate F-2 F Solvency Certificate G Counterpart Agreement H Pledge IP Holdco Exclusive License US-DOCS\125962273.9 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION ***Text Omitted and Security Agreement I Mortgage J Landlord Personal Property Collateral Access Agreement K Intercompany Note L Joinder Agreement M Incumbency Certificate CREDIT AND GUARANTY Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(B)(4) and 240.24b-2 FINANCING AGREEMENT This CREDIT AND GUARANTY FINANCING AGREEMENT, dated as of July 23August 7, 20142020, is entered into by and among TERRAFORM POWER OPERATING, LLCBIOHAVEN PHARMACEUTICAL HOLDING COMPANY LTD., a BVI business company limited by shares incorporated under the laws of the British Virgin Islands with company number 1792178 (“Company” or “BVI Borrower”), BIOHAVEN PHARMACEUTICALS, INC., a corporation organized under the laws of Delaware limited liability company (“US Borrower” and, together with BVI Borrower, the “Borrowers”, and each individually, a “Borrower”), TERRAFORM POWER, LLC, a Delaware limited liability company (“Holdings”), CERTAIN SUBSIDIARIES OF BORROWERand certain Subsidiaries of BVI Borrower, as Guarantors, the Lenders party hereto from time to timetime party hereto, XXXXXXX XXXXX BANK USA and SIXTH STREET SPECIALTY LENDING, INC., a Delaware corporation (“Xxxxxxx Sachs”), BARCLAYS BANK PLC (“Barclays”), CITIGROUP GLOBAL MARKETS INC. (“Citigroup”) and JPMORGAN CHASE BANK, N.A. (“JPMorganSixth Street”), as Co-Syndication Agents administrative agent for the Lenders (in such capacity, “Syndication Agents”), Xxxxxxx Xxxxx, as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), and as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”), Xxxxxxx Sachs, Barclays, Citigroup and JPMorgan, as Joint Lead Arrangers (in such capacity, “Arrangers”) and Joint Bookrunners, and SANTANDER BANK, N.A. (“Santander”), as Documentation Agent (in such capacity, “Documentation Agent”).

Certain Affiliate Transactions. EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Revolving Loan Note B-2 Swing Line Note B-3 Term Loan Note C Compliance Certificate D Assignment Agreement E Certificate re Re: Non-Bank bank Status F-1 Closing Date Certificate F-2 Solvency Certificate G Counterpart Agreement H Pledge Mortgage I Landlord Waiver and Security Consent Agreement I Mortgage J Landlord Personal Property Collateral Access Agreement K Intercompany Note L Joinder Agreement M Incumbency Borrowing Base Certificate The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Commission upon request. CREDIT AND GUARANTY AGREEMENT This CREDIT AND GUARANTY AGREEMENT, dated as of July 23August 6, 20142004, is entered into by and among TERRAFORM POWER OPERATING, LLCSTANADYNE CORPORATION, a Delaware limited liability company corporation (“Borrower”"BORROWER"), TERRAFORM POWER, LLCSTANADYNE AUTOMOTIVE HOLDING CORP., a Delaware limited liability company corporation (“Holdings”"HOLDINGS"), CERTAIN SUBSIDIARIES OF BORROWERSTANADYNE CORPORATION, as Guarantors, the Lenders party hereto thereto from time to time, XXXXXXX XXXXX BANK USA CREDIT PARTNERS L.P. (“Xxxxxxx Sachs”"GSCP"), BARCLAYS BANK PLC (“Barclays”)as Sole Lead Arranger, CITIGROUP GLOBAL MARKETS Sole Bookrunner and Syndication Agent, THE CIT GROUP/BUSINESS CREDIT, INC. (“Citigroup”) and JPMORGAN CHASE BANK, N.A. (“JPMorgan”"CIT"), as Co-Syndication Agents Collateral Agent (together with its permitted successors in such capacity, “Syndication Agents”"COLLATERAL AGENT"), Xxxxxxx Xxxxx, and as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”"ADMINISTRATIVE AGENT"), and as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”), Xxxxxxx Sachs, Barclays, Citigroup and JPMorganANTARES CAPITAL CORPORATION, as Joint Lead Arrangers (in such capacity, “Arrangers”) and Joint Bookrunners, and SANTANDER BANK, N.A. (“Santander”), as Co-Documentation Agent (in such capacity, “"CO-DOCUMENTATION AGENT") and LASALLE BANK NATIONAL ASSOCIATION, as Co-Documentation Agent (in such capacity, "CO-DOCUMENTATION Agent”").

Certain Affiliate Transactions. EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Revolving Loan Note B-2 Swing Line Note B-3 Tranche A Term Loan Note B-4 Tranche B Term Loan Note C Compliance Certificate D Assignment Agreement E Certificate re Non-Bank Status [Reserved] F-1 Closing Third Restatement Date Certificate F-2 Solvency Certificate G Counterpart Agreement H H-1 Canadian Guarantee H-2 Barbados Guarantee I-1 Second Amended and Restated Pledge and Security Agreement I Mortgage J Landlord Personal Property Collateral Access I-2 Canadian Pledge and Security Agreement J-2 Subordination Agreement K Intercompany Note L Joinder Agreement L Contribution Agreement M Incumbency Certificate Collateral Questionnaire CG&R Draft Last Saved: 02/0620/2013 14:3244 pm 10174795v19 THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT This THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of July 23February 13, 20142012, is entered into by and among TERRAFORM POWER OPERATINGVALEANT PHARMACEUTICALS INTERNATIONAL, LLCINC., a Delaware limited liability company corporation continued under the federal laws of Canada (“Borrower”), TERRAFORM POWER, LLC, a Delaware limited liability company (“Holdings”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time, XXXXXXX XXXXX BANK USA LENDING PARTNERS LLC (“Xxxxxxx SachsGSLP”), BARCLAYS BANK PLC X.X. XXXXXX SECURITIES LLC (“BarclaysX.X. Xxxxxx”)) and XXXXXX XXXXXXX SENIOR FUNDING, CITIGROUP GLOBAL MARKETS INC. (“CitigroupXxxxxx Xxxxxxx”) ), as Joint Lead Arrangers and Joint Bookrunners, JPMORGAN CHASE BANK, N.A. (“JPMorgan”), and Xxxxxx Xxxxxxx as Co-Syndication Agents (in such capacity, the “Co-Syndication Agents”), Xxxxxxx XxxxxJPMorgan Chase Bank, N.A., as Issuing Bank, GSLP, as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), ) and as Collateral Agent (together with its permitted successor successors in such capacity, “Collateral Agent”), Xxxxxxx Sachsand RBC CAPITAL MARKETS, BarclaysDNB BANK ASA, Citigroup THE BANK OF NOVA SCOTIA and JPMorganSUNTRUST BANK, as Joint Lead Arrangers Co-Documentation Agents (in such capacity, “Arrangers”) and Joint Bookrunners, and SANTANDER BANK, N.A. (“Santander”), as Co-Documentation Agent (in such capacity, “Documentation AgentAgents”).

Certain Affiliate Transactions. EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Revolving Tranche A Term Loan Note B-2 Swing Line Note B-3 Tranche B Term Loan Note C Compliance Certificate D Opinions of Counsel E Assignment Agreement E F Certificate re Re Non-Bank bank Status F-1 Closing G Effective Date Certificate F-2 Solvency Certificate G H Counterpart Agreement H I Master Pledge and Security Agreement I J Mortgage J K Landlord Personal Property Collateral Access Agreement K Intercompany Note L Joinder Agreement Borrowing Base Certificate M Incumbency Form of Confirmation of Grant N Form of Release O Form of EBITDA Certificate AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT This AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of July 23September 30, 20142001, is entered into by and among TERRAFORM POWER OPERATINGEQUINIX OPERATING CO., LLCINC., a Delaware limited liability company corporation, as the Borrower (“Borrower”"OpCo"), TERRAFORM POWEREQUINIX, LLCINC., a Delaware limited liability company corporation, as a Guarantor (“Holdings”"Company"), and CERTAIN SUBSIDIARIES OF BORROWERTHE COMPANY, as Guarantors, the Lenders party hereto from time to time, XXXXXXX XXXXX BANK USA CREDIT PARTNERS L.P. (“Xxxxxxx Sachs”), BARCLAYS BANK PLC (“Barclays”), CITIGROUP GLOBAL MARKETS INC. (“Citigroup”) and JPMORGAN CHASE BANK, N.A. (“JPMorgan”"GSCP"), as Co-Joint Lead Arranger, Joint Book Runner and Syndication Agents Agent (in such capacity, “"Syndication Agents”Agent"), Xxxxxxx XxxxxXXXXXXX XXXXX BARNEY INC., as Joint Lead Arranger (in such capacity, together with GSCP, the "Joint Lead Arrangers"), and Joint Book Runner (in such capacity, together with GSCP, the "Joint Book Runners"), CITICORP USA, INC., as Administrative Agent (together with its permitted successors and assigns in such capacity, “"Administrative Agent”)") and CIT LENDING SERVICES CORPORATION, and as Collateral Agent (together with its permitted successor successors and assigns in such capacity, “"Collateral Agent”), Xxxxxxx Sachs, Barclays, Citigroup and JPMorgan, as Joint Lead Arrangers (in such capacity, “Arrangers”) and Joint Bookrunners, and SANTANDER BANK, N.A. (“Santander”), as Documentation Agent (in such capacity, “Documentation Agent”").

Certain Affiliate Transactions. EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Term Loan Note B-2 Revolving Loan Note B-2 Swing Line Note B-3 Term Hedge L/C Loan Note C Compliance Certificate D Opinions of Counsel E Assignment Agreement E F Certificate re Re Non-Bank bank Status F-1 G-1 Closing Date Certificate F-2 G-2 Solvency Certificate G H Counterpart Agreement H I Pledge and Security Agreement I Mortgage J Landlord Personal Property Collateral Access Sponsor Pledge Agreement K Intercompany Note Mortgage L Joinder Landlord Waiver and Consent Agreement M Incumbency Certificate Collateral Trust Agreement CREDIT AND GUARANTY AGREEMENT This CREDIT AND GUARANTY AGREEMENT, dated as of July 237, 20142004 and amended as of July 21, 2004, is entered into by and among TERRAFORM POWER OPERATINGXXXXXX & XXXXX CORPORATION, LLC, a Delaware limited liability company an Ohio corporation (“Borrower”), TERRAFORM POWER, LLC, a Delaware limited liability company (“Holdings”"COMPANY"), CERTAIN SUBSIDIARIES OF BORROWERCOMPANY, as Guarantors, the Lenders party hereto from time to time, XXXXXXX XXXXX BANK USA SACHS CREDIT PARTNERS L.P. (“Xxxxxxx Sachs”), BARCLAYS BANK PLC (“Barclays”), CITIGROUP GLOBAL MARKETS INC. (“Citigroup”) and JPMORGAN CHASE BANK, N.A. (“JPMorgan”"GSCP"), as Co-Sole Lead Arranger, Sole Book Runner, Syndication Agents Agent (in such capacitycapacities, “Syndication Agents”"SYNDICATION AGENT"), Xxxxxxx Xxxxx, as and Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”"ADMINISTRATIVE AGENT"), GENERAL ELECTRIC CAPITAL CORPORATION ("GECC"), as Co-Documentation Agent, and NATIONAL CITY BANK ("NATIONAL CITY"), as Collateral Co-Documentation Agent (together with its permitted successor in such capacityGECC, “Collateral Agent”), Xxxxxxx Sachs, Barclays, Citigroup and JPMorgan, as Joint Lead Arrangers (in such capacity, “Arrangers”) and Joint Bookrunners, and SANTANDER BANK, N.A. (“Santander”), as Documentation Agent (in such capacity, “Documentation Agent”the "DOCUMENTATION AGENTS").

Certain Affiliate Transactions. EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Revolving Loan Note B-2 Swing Line Note B-3 Tranche A Term Loan Note B-4 Tranche B Term Loan Note C Compliance Certificate D Assignment Agreement E Certificate re Non-Bank Status [Reserved] F-1 Closing Third Restatement Date Certificate F-2 Solvency Certificate G Counterpart Agreement H H-1 Canadian Guarantee H-2 Barbados Guarantee I-1 Second Amended and Restated Pledge and Security Agreement I Mortgage J Landlord Personal Property Collateral Access I-2 Canadian Pledge and Security Agreement K Intercompany Note L Joinder Agreement L Contribution Agreement M Incumbency Certificate Collateral Questionnaire THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT This THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of July 23February 13, 20142012, is entered into by and among TERRAFORM POWER OPERATINGVALEANT PHARMACEUTICALS INTERNATIONAL, LLCINC., a Delaware limited liability company corporation continued under the federal laws of Canada (“Borrower”), TERRAFORM POWER, LLC, a Delaware limited liability company (“Holdings”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time, XXXXXXX XXXXX BANK USA LENDING PARTNERS LLC (“Xxxxxxx SachsGSLP”), BARCLAYS BANK PLC X.X. XXXXXX SECURITIES LLC (“BarclaysX.X. Xxxxxx”)) and XXXXXX XXXXXXX SENIOR FUNDING, CITIGROUP GLOBAL MARKETS INC. (“CitigroupXxxxxx Xxxxxxx”) ), as Joint Lead Arrangers and Joint Bookrunners, JPMORGAN CHASE BANK, N.A. (“JPMorgan”), and Xxxxxx Xxxxxxx as Co-Syndication Agents (in such capacity, the “Co-Syndication Agents”), Xxxxxxx XxxxxJPMorgan Chase Bank, N.A., as Issuing Bank, GSLP, as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), ) and as Collateral Agent (together with its permitted successor successors in such capacity, “Collateral Agent”), Xxxxxxx Sachsand RBC CAPITAL MARKETS, BarclaysDNB BANK ASA, Citigroup THE BANK OF NOVA SCOTIA and JPMorganSUNTRUST BANK, as Joint Lead Arrangers Co-Documentation Agents (in such capacity, “Arrangers”) and Joint Bookrunners, and SANTANDER BANK, N.A. (“Santander”), as Co-Documentation Agent (in such capacity, “Documentation AgentAgents”).

Certain Affiliate Transactions. EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Tranche A Term Loan Note B-2 Tranche B Term Loan Note B-3 Revolving Loan Note B-2 B-4 Swing Line Note B-3 Term Loan Note C Compliance Certificate D Reserved E Assignment Agreement E F Certificate re Non-Bank Status F-1 G-1 Closing Date Certificate F-2 G-2 Solvency Certificate G H Counterpart Agreement H I Pledge and Security Agreement I J Mortgage J K Landlord Personal Property Collateral Access Waiver and Consent Agreement K L Intercompany Note L Joinder M Intercreditor Agreement M Incumbency Certificate CREDIT AND GUARANTY AGREEMENT This CREDIT AND GUARANTY AGREEMENT, dated as of July 23February 22, 20142008, is entered into by and among TERRAFORM POWER OPERATING, ALDABRA SUB LLC, a Delaware limited liability company (“Aldabra” and, prior to the BPH Merger (as defined below), the “Borrower”), TERRAFORM POWERto be merged with and into BOISE PAPER HOLDINGS, L.L.C., a Delaware limited liability company (“BPH” and, after the BPH Merger, the “Borrower”), ALDABRA HOLDING SUB LLC, a Delaware limited liability company (“Holdings”), CERTAIN SUBSIDIARIES OF BORROWERALDABRA, as Guarantors, the Lenders party hereto from time to time, XXXXXXX XXXXX BANK USA CREDIT PARTNERS L.P. (“Xxxxxxx SachsGSCP”), BARCLAYS BANK PLC (“Barclays”), CITIGROUP GLOBAL MARKETS INC. (“Citigroup”) and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as Co-Syndication Agents (in such capacity, “Syndication Agents”), Xxxxxxx Xxxxx, as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), and as Collateral Agent (together with its permitted successor successors in such capacity, “Collateral Agent”), Xxxxxxx Sachs, Barclays, Citigroup and JPMorganTORONTO DOMINION (TEXAS) LLC (“TD”), as Joint Lead Arrangers Syndication Agent (together with its permitted successors in such capacity, “ArrangersSyndication Agent”) and Joint Bookrunners), and SANTANDER BANKBANK OF AMERICA, N.A. (“SantanderBank of America”)) and COBANK, ACB, as Co-Documentation Agent Agents (together with their permitted successors in such capacity, “Co-Documentation AgentAgents”).

Certain Affiliate Transactions. EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Term Loan Note B-2 Revolving Loan Note B-2 B-3 Swing Line Note B-3 Term Loan Note C Compliance Certificate D Opinions of Counsel E Assignment Agreement E F Certificate re Re Non-Bank bank Status F-1 G-1 Closing Date Certificate F-2 G-2 Solvency Certificate G H Counterpart Agreement H I Pledge and Security Agreement I J Mortgage J K Landlord Personal Property Collateral Access Waiver and Consent Agreement K Intercompany Note L Joinder Agreement M Incumbency Certificate CREDIT AND GUARANTY AGREEMENT This CREDIT AND GUARANTY AGREEMENT, dated as of July 23February 11, 20142005, is entered into by and among TERRAFORM POWER OPERATING, DI FINANCE SUB LLC, a Delaware limited liability company (“BorrowerFinance Sub”), TERRAFORM POWER, LLCDI ACQUISITION CORP., a Delaware limited liability company corporation (“Holdings”), and CERTAIN SUBSIDIARIES OF BORROWERFINANCE SUB, as Guarantors, the Lenders party hereto from time to time, XXXXXXX XXXXX BANK USA CREDIT PARTNERS L.P. (“Xxxxxxx Sachs”), BARCLAYS BANK PLC (“Barclays”), CITIGROUP GLOBAL MARKETS INC. (“Citigroup”) and JPMORGAN CHASE BANK, N.A. (“JPMorganGSCP”), as Co-Syndication Agents (in such capacity, “Syndication Agents”), Xxxxxxx XxxxxJoint Lead Arranger and Joint Book Runner, as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), and as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”), Xxxxxxx Sachs, Barclays, Citigroup and JPMorganBEAR XXXXXXX CORPORATE LENDING INC., as Joint Lead Arrangers Syndication Agent (together with its permitted successors in such capacity, “Syndication Agent”), BEAR, XXXXXXX & CO. INC., as Joint Lead Arranger and Joint Book Runner (together with GSCP, the “Lead Arrangers”), and BANK OF AMERICA, N.A., as Issuing Bank (together with its permitted successors in such capacity, “Issuing Bank”) and Joint Bookrunners, and SANTANDER BANK, N.A. (“Santander”), as Documentation Agent (together with its permitted successors in such capacity, “Documentation Agent”).

Certain Affiliate Transactions. EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Term Loan Note B-2 Revolving Loan Note B-2 B-3 Swing Line Note B-3 Term Loan Note C Compliance Certificate D Opinions of Counsel E Assignment Agreement E F Certificate re Re Non-Bank bank Status F-1 G-1 Closing Date Certificate F-2 G-2 Solvency Certificate G H Counterpart Agreement H I Pledge and Security Agreement I J Mortgage J K Landlord Personal Property Collateral Access Consent and Estoppel M Intercreditor Agreement K Intercompany Note L Joinder Agreement M Incumbency N Borrowing Base Certificate CREDIT AND GUARANTY AGREEMENT This CREDIT AND GUARANTY AGREEMENT, dated as of July 23May 13, 2014, 2002 is entered into by and among TERRAFORM POWER OPERATINGMARINER HEALTH CARE, LLCINC. (F/K/A MARINER POST-ACUTE NETWORK, INC.), a Delaware limited liability company corporation (“Borrower”), TERRAFORM POWER, LLC, a Delaware limited liability company (“Holdings”"COMPANY"), CERTAIN SUBSIDIARIES OF BORROWERCOMPANY, as Guarantors, the Lenders party hereto from time to time, XXXXXXX XXXXX BANK USA CREDIT PARTNERS L.P. (“Xxxxxxx Sachs”), BARCLAYS BANK PLC (“Barclays”), CITIGROUP GLOBAL MARKETS INC. (“Citigroup”) and JPMORGAN CHASE BANK, N.A. (“JPMorgan”"GSCP"), as Co-Syndication Agents a Joint Lead Arranger (in such capacity, “Syndication Agents”a "JOINT LEAD ARRANGER"), Xxxxxxx Xxxxxand as Sole Syndication Agent (in such capacity, "SYNDICATION AGENT"), UBS WARBURG LLC ("UBSW"), as a Joint Lead Arranger (in such capacity, a "JOINT LEAD ARRANGER", and together with GSCP, the "JOINT LEAD ARRANGERS"), UBS AG, STAMFORD BRANCH ("UBS") as Administrative Agent and as Swing Line Lender (together with its permitted successors in such capacities, "ADMINISTRATIVE AGENT" or "SWING LINE LENDER", respectively), GENERAL ELECTRIC CAPITAL CORPORATION ("GECC"), as Collateral Monitoring Agent (together with its permitted successors in such capacity, “Administrative Agent”"COLLATERAL MONITORING AGENT"), and as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”), Xxxxxxx Sachs, Barclays, Citigroup and JPMorgan, as Joint Lead Arrangers (in such capacity, “Arrangers”) and Joint Bookrunners, and SANTANDER BANK, N.A. (“Santander”), as Documentation Agent (in such capacity, “Documentation Agent”"DOCUMENTATION AGENT"), and for the limited purposes of Sections 9.1, 9.6(b) and 10.3 hereof, RESIDENTIAL FUNDING CORPORATION DBA GMAC-RFC HEALTH CAPITAL ("GMAC"), as Joint Collateral Agent (together with its permitted successors in such capacity, "JOINT COLLATERAL AGENT").

Certain Affiliate Transactions. EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Revolving Loan Note B-2 Swing Line Note B-3 Term Loan B Note C Compliance Certificate D D-1 Opinion of New York Counsel to the Credit Parties D-2 Opinion of Hong Kong Counsel to the Credit Parties D-3 Opinion of Cayman Counsel to the Credit Parties E Assignment Agreement E Certificate re Non-Bank Status F-1 F [Reserved] G-1 Closing Date Certificate F-2 G-2 Solvency Certificate G H Counterpart Agreement H Pledge I-1 Borrower Share Charge I-2 Borrower Fixed and Security Agreement I Floating Charge J-1 Borrower Charge Over Bank Accounts J-2 H3C Fixed and Floating Charge J-3 H3C Equitable Share Charge J-4 H3C Share Mortgage J Landlord Personal Property Collateral Access Agreement K Intercompany Note L Joinder Agreement M Incumbency Certificate K-1 H3C Subsidiary Share Charge (WFOE) K-2 H3C Subsidiary Share Charge (Queenhive) CREDIT AND GUARANTY AGREEMENT This CREDIT AND GUARANTY AGREEMENT, dated as of July 23March 22, 20142007, is entered into by and among TERRAFORM POWER OPERATING, LLCH3C HOLDINGS LIMITED, a Delaware limited liability company organized under the laws of the Cayman Islands (“Borrower”"BORROWER"), TERRAFORM POWER, LLC, a Delaware limited liability company 3COM CORPORATION (“Holdings”"3COM"), CERTAIN SUBSIDIARIES OF BORROWER3COM HOLDINGS LIMITED ("3COM HOLDINGS"), as Guarantors3COM TECHNOLOGIES ("3COM CAYMAN" and, together with 3Com and 3Com Holdings, the "HOLDCO GUARANTORS" and, together with any Guarantor Subsidiaries, the "GUARANTORS"), the Lenders party hereto from time to time, XXXXXXX XXXXX BANK USA CREDIT PARTNERS L.P. (“Xxxxxxx Sachs”), BARCLAYS BANK PLC (“Barclays”), CITIGROUP GLOBAL MARKETS INC. (“Citigroup”) and JPMORGAN CHASE BANK, N.A. (“JPMorgan”"GSCP"), as Co-Syndication Agents Agent (in such capacity, “Syndication Agents”), Xxxxxxx Xxxxx, "SYNDICATION AGENT") and as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”"ADMINISTRATIVE AGENT"), and INDUSTRIAL AND COMMERCIAL BANK OF CHINA (ASIA) LIMITED ("ICBC"), as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”), Xxxxxxx Sachs, Barclays, Citigroup and JPMorgan, as Joint Lead Arrangers (in such capacity, “Arrangers”) and Joint Bookrunners, and SANTANDER BANK, N.A. (“Santander”), as Documentation Agent (in such capacity, “Documentation Agent”"COLLATERAL AGENT").

Certain Affiliate Transactions. EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Term Loan Note B-2 Revolving Loan Note B-2 B-3 Swing Line Note B-3 Term Loan Note C Compliance Certificate D [Reserved] E Assignment Agreement E F Certificate re Re Non-Bank bank Status F-1 Closing Date Certificate F-2 Solvency Certificate G [Reserved] H Counterpart Agreement H I Pledge and Security Agreement I J Mortgage J K Landlord Personal Property Collateral Access Waiver and Consent Agreement K Intercompany Note L Joinder Intercreditor Agreement M Incumbency Certificate AMENDED AND RESTATED FIRST LIEN CREDIT AND GUARANTY AGREEMENT This AMENDED AND RESTATED FIRST LIEN CREDIT AND GUARANTY AGREEMENT, dated as of July 23June 30, 20142006, is entered into by and among TERRAFORM POWER OPERATINGX-RITE, LLCINCORPORATED, a Delaware limited liability company Michigan corporation (“Borrower”), TERRAFORM POWER, LLC, a Delaware limited liability company (” or “HoldingsCompany”), CERTAIN SUBSIDIARIES OF BORROWERCOMPANY, as Guarantors, the Lenders party hereto from time to time, XXXXXXX XXXXX BANK USA CREDIT PARTNERS L.P. (“Xxxxxxx Sachs”), BARCLAYS BANK PLC (“Barclays”), CITIGROUP GLOBAL MARKETS INC. (“Citigroup”) and JPMORGAN CHASE BANK, N.A. (“JPMorganGSCP”), as Co-Syndication Agents Lead Arranger, Bookrunner and Administrative Agent (in such capacity, “Syndication Agents”), Xxxxxxx Xxxxx, as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), ) and as Collateral Agent (in such capacity, together with its permitted successor in such capacity, “Collateral Agent”)) and XXXXXXX XXXXX CAPITAL, Xxxxxxx Sachs, Barclays, Citigroup and JPMorgan, as Joint Lead Arrangers A DIVISION OF XXXXXXX XXXXX BUSINESS FINANCIAL SERVICES INC. (in such capacity, “Arrangers”) and Joint Bookrunners, and SANTANDER BANK, N.A. (“Santander”), as Documentation Agent (in such capacity, “Documentation Syndication Agent”).

Certain Affiliate Transactions. EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Revolving Tranche A Term Loan Note B-2 Swing Line Revolving A Loan Note B-3 Term Revolving B Loan Note C Compliance Certificate D [RESERVED] E Assignment Agreement E F Certificate re Regarding Non-Bank bank Status F-1 G-1 Closing Date Certificate F-2 G-2 Solvency Certificate G H Counterpart Agreement H I Pledge and Security Agreement I J Mortgage J K Landlord Personal Property Collateral Access Consent and Subordination Agreement K Intercompany Note L Joinder Agreement Borrowing Base Certificate M Incumbency Certificate Bailee’s Letter O Landlord Consent and Estoppel CREDIT AND GUARANTY AGREEMENT This CREDIT AND GUARANTY AGREEMENT, dated as of July 2319, 20142007, is entered into by and among TERRAFORM POWER OPERATINGPROLIANCE INTERNATIONAL, LLCINC., a Delaware limited liability company corporation (“Holdings” and “Borrower”), TERRAFORM POWERand CERTAIN DOMESTIC SUBSIDIARIES OF HOLDINGS, LLC, a Delaware limited liability company as guarantors (“HoldingsGuarantors”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders lenders party hereto from time to timetime (collectively, XXXXXXX XXXXX BANK USA “Lenders”) SILVER POINT FINANCE, LLC (“Xxxxxxx Sachs”), BARCLAYS BANK PLC (“Barclays”), CITIGROUP GLOBAL MARKETS INC. (“Citigroup”) and JPMORGAN CHASE BANK, N.A. (“JPMorganSilver Point”), as Co-Syndication Agents administrative agent for the Lenders (in such capacity, “Syndication Agents”), Xxxxxxx Xxxxx, as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), ) and as Collateral Agent lead arranger (together with its permitted successor in such capacity, the “Lead Arranger”) and SILVER POINT FINANCE, LLC as collateral agent for the Lenders (in such capacity, “Collateral Agent”), Xxxxxxx Sachs, Barclays, Citigroup and JPMorgan, as Joint Lead Arrangers (in such capacity, “Arrangers”) and Joint Bookrunners, and SANTANDER BANK, N.A. (“Santander”), as Documentation Agent (in such capacity, “Documentation Agent”).

Certain Affiliate Transactions. EXHIBITS: A-1 A 1 Funding Notice A-2 A 2 Conversion/Continuation Notice A-3 A 3 Issuance Notice B-1 Revolving Loan Note B-2 Swing Line Note B-3 Term Loan Note C B Compliance Certificate D C Assignment Agreement E D Certificate re Re Non-Bank Status F-1 E Closing Date Certificate F-2 Solvency Certificate G F Counterpart Agreement H G Pledge and Security Agreement H Mortgage I Mortgage Landlord Waiver and Consent Agreement J Landlord Personal Property Collateral Access Affiliate Subordination Agreement K Intercompany Note Intercreditor Agreement L Joinder Agreement Formalities Certificate M Incumbency Initial Business Plan N Solvency Certificate CREDIT AND GUARANTY AGREEMENT (FIRST LIEN) This CREDIT AND GUARANTY AGREEMENTAGREEMENT (FIRST LIEN), dated as of July 23May 25, 20142010, is entered into by and among TERRAFORM POWER OPERATINGXERIUM TECHNOLOGIES, LLCINC. (“Xerium”), a Delaware corporation, as reorganized pursuant to and under the Plan of Reorganization (as defined herein), XTI LLC (“XTI”), a Delaware limited liability company company, as reorganized pursuant to and under the Plan of Reorganization, XERIUM ITALIA S.P.A. (“BorrowerItalia SpA”), TERRAFORM POWERan Italian società per azioni, LLCas reorganized pursuant to and under the Plan of Reorganization, XERIUM CANADA INC. (“Xerium Canada”), a Delaware New Brunswick (Canada) corporation, as reorganized pursuant to and under the Plan of Reorganization, XXXXX.XXXXXXX AUSTRIA GMBH (“Xxxxx Austria”), an Austrian limited liability company (formerly known as Xxxxx Austria GmbH), as reorganized pursuant to and under the Plan of Reorganization, and XERIUM GERMANY HOLDING GMBH (“Germany Holdings”), a German limited liability company, as reorganized pursuant to and under the Plan of Reorganization, (each of Xerium, XTI, Italia SpA, Xerium Canada, Xxxxx Austria and Germany Holdings, individually, a “Borrower” and, collectively, the “Borrowers”), CERTAIN SUBSIDIARIES OF BORROWERTHE BORROWERS, as Guarantors, the Lenders Banks party hereto from time to time, XXXXXXX XXXXX BANK USA (“Xxxxxxx Sachs”), BARCLAYS BANK PLC (“Barclays”), CITIGROUP GLOBAL MARKETS INC. (“Citigroup”) and JPMORGAN CHASE BANK, N.A. (“JPMorgan”)., as Co-Syndication Agents Sole Lead Arranger and Sole Bookrunner (in such capacity, “Syndication AgentsLead Arranger”), Xxxxxxx XxxxxCITICORP NORTH AMERICA, INC., as Administrative Agent (together with its permitted successors successors, in such capacity, “Administrative Agent”)) and CITICORP NORTH AMERICA, and INC., as Collateral Agent (together with its permitted successor successors, in such capacity, “Collateral Agent”), Xxxxxxx Sachs, Barclays, Citigroup and JPMorgan, as Joint Lead Arrangers (in such capacity, “Arrangers”) and Joint Bookrunners, and SANTANDER BANK, N.A. (“Santander”), as Documentation Agent (in such capacity, “Documentation Agent”).

Certain Affiliate Transactions. EXHIBITS: A-1 A-1-A U.S Borrower Funding Notice A-2 A-1-B European Borrower Funding Notice A-2-A U.S. Borrower Conversion/Continuation Notice A-2-B European Borrower Conversion/Continuation Notice A-3 Issuance Notice B-1 U.S. Term Loan Note B-2 European Term Loan Note B-3 Domestic Revolving Loan Note B-2 B-4 Swing Line Note B-3 Term Loan B-5 European Revolving Note C Compliance Certificate D Assignment Agreement E Certificate re Re Non-Bank bank Status F-1 Closing Date Certificate F-2 Solvency Certificate G Counterpart Agreement H Pledge and Security Agreement I Mortgage J Landlord Personal Property Collateral Access Waiver and Consent Agreement K Intercompany Note L Joinder Agreement M Incumbency Certificate CREDIT AND GUARANTY AGREEMENT This CREDIT AND GUARANTY AGREEMENT, dated as of July 23June 21, 20142004, is entered into by and among TERRAFORM POWER OPERATINGAUTOCAM CORPORATION, LLCa Michigan corporation ("COMPANY" or "U.S. BORROWER"), AUTOCAM FRANCE, SARL, a French societe a responsabilite limitee (limited liability company) ("EUROPEAN BORROWER" and together with the U.S. Borrower, the "BORROWERS"), TITAN HOLDINGS, INC., a Delaware limited liability company corporation (“Borrower”), TERRAFORM POWER, LLC, a Delaware limited liability company (“Holdings”"HOLDINGS"), CERTAIN SUBSIDIARIES OF BORROWERCOMPANY, as Guarantors, the Lenders party hereto from time to time, XXXXXXX XXXXX BANK USA GOLDMAN SACHS CREDIT PARTNERS L.P. (“Xxxxxxx Sachs”), BARCLAYS BANK PLC (“Barclays”), "GSCP") and CITIGROUP GLOBAL MARKETS INCXXXXXXX, XXX. (“Citigroup”) and JPMORGAN CHASE BANK, N.A. (“JPMorgan”"CGMI"), as Co-Joint Lead Arrangers, and Joint Book Runners (in such capacities, the "JOINT LEAD ARRANGERS"), GSCP, as Syndication Agents Agent (in such capacity, “Syndication Agents”"SYNDICATION AGENT"), Xxxxxxx XxxxxCITICORP NORTH AMERICA, INC. ("CITICORP"), as General Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), "GENERAL ADMINISTRATIVE AGENT") and as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”"COLLATERAL AGENT"), Xxxxxxx Sachs, Barclays, Citigroup and JPMorgan, as Joint Lead Arrangers CITIBANK INTERNATIONAL PLC (in such capacity, “Arrangers”) and Joint Bookrunners, and SANTANDER BANK, N.A. (“Santander”"CITI INTERNATIONAL"), as Documentation European Administrative Agent (in such capacity, “"EUROPEAN ADMINISTRATIVE AGENT"), and BANK ONE, NA ("BANK ONE"), ING CAPITAL, LLC ("ING"), and NATIONAL CITY BANK ("NCB") as Documentation Agent”Agents (each in such capacity, a "DOCUMENTATION AGENT" and collectively, the "DOCUMENTATION AGENTS").

Certain Affiliate Transactions. EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Tranche B Term Loan Note B-2 Revolving Loan Note B-2 B-3 Swing Line Note B-3 Term Loan Note C Compliance Certificate D Opinions of Counsel E Assignment Agreement E Certificate re Non-Bank Status F-1 Closing Date Certificate F-2 Solvency Certificate G Counterpart Agreement H Form of Subordination Provisions I Pledge and Security Agreement I Mortgage J Landlord Personal Property Collateral Access Agreement K Intercompany Note L Joinder Agreement L Affiliated Practice Pledge Agreement M Incumbency Certificate Collateral Assignment of Nominee Agreement N Collateral Assignment of Purchase Agreement O Collateral Assignment of Services Agreement P Collateral Assignment of Management Agreement Q TRA Form R Form of Affiliate Lender Assignment Agreement S Intercompany Subordination Agreement Aurora – A&R Credit Agreement AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT This AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of July 23December 20, 20142010, is entered into by and among TERRAFORM POWER OPERATINGAURORA DIAGNOSTICS, LLC, a Delaware limited liability company (“Borrower”), TERRAFORM POWERAURORA DIAGNOSTICS HOLDINGS, LLC., a Delaware limited liability company (“Holdings”)) and certain subsidiaries and affiliates of Borrower identified on the signature pages hereto as “Guarantors” (such subsidiaries and affiliates, CERTAIN SUBSIDIARIES OF BORROWERtogether with Parent Entity (as hereinafter defined) are referred to individually as a “Guarantor”, and collectively, jointly and severally, as “Guarantors”), the Lenders party hereto from time to time, XXXXXXX XXXXX BANK USA (“Xxxxxxx Sachs”), BARCLAYS BANK PLC (“BarclaysBarclays Bank”), CITIGROUP GLOBAL MARKETS INC. (“Citigroup”) and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as Co-Syndication Agents (in such capacity, “Syndication Agents”), Xxxxxxx Xxxxx, as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), ) and as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”), Xxxxxxx SachsBARCLAYS CAPITAL (a division of Barclays Bank), BarclaysXXXXXX XXXXXXX SENIOR FUNDING, Citigroup INC. (“MSSF”) and JPMorganUBS SECURITIES LLC (“UBS Securities”), as Joint Lead Arrangers (in such capacity, “Joint Lead Arrangers”) and Joint Bookrunners (in such capacity, “Joint Bookrunners”), MSSF, as Syndication Agent (in such capacity, “Syndication Agent”), and SANTANDER BANK, N.A. (“Santander”)UBS Securities, as Documentation Agent (in such capacity, “Documentation Agent”).

Certain Affiliate Transactions. EXHIBITS: A-1 X-0 X-0 X-0 X-0 X-0 X-0 X X X X X-0 X-0 H I J K L M N Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Term Loan Note Revolving Loan Note B-2 Swing Line Note B-3 Term DSR Loan Note C Compliance Certificate D Restricted Payment Certificate Assignment Agreement E Replacement Debt Certificate re Non-Bank Status F-1 Closing Date Certificate F-2 Solvency Funding Date Certificate G Counterpart Agreement H Pledge and Security Agreement I Mortgage J Landlord Personal Property Collateral Access Agreement K Intercompany Note L Joinder DSR Letter of Credit Form of Consent and Agreement M Incumbency Certificate CREDIT AND GUARANTY AGREEMENT This CREDIT AND GUARANTY AGREEMENT, dated as of July 23February 25, 20142016, is entered into by and among TERRAFORM POWER OPERATINGCHENIERE ENERGY PARTNERS, LLCL.P., a limited partnership formed under the laws of the State of Delaware limited liability company (the “Borrower”), TERRAFORM POWER, LLC, a Delaware limited liability company (“Holdings”), and CERTAIN SUBSIDIARIES OF BORROWER, as Subsidiary Guarantors, the Lenders party hereto from time to time, XXXXXXX XXXXX THE BANK USA (“Xxxxxxx Sachs”)OF TOKYO-MITSUBISHI UFJ, BARCLAYS BANK PLC (“Barclays”), CITIGROUP GLOBAL MARKETS INCLTD. (“Citigroup”) and JPMORGAN CHASE BANK, N.A. (“JPMorganBTMU”), as Co-Syndication Agents (in such capacityIssuing Bank, “Syndication Agents”), Xxxxxxx XxxxxBTMU, as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), and with BTMU, as Collateral Agent Coordinating Lead Arranger (together with its permitted successor in such capacity, “Collateral AgentCoordinating Lead Arranger”), Xxxxxxx Sachsand BTMU, BarclaysSG Americas Securities, Citigroup LLC, ABN AMRO Capital USA, LLC, Industrial and JPMorganCommercial Bank of China Limited New York Branch, Intesa Sanpaolo, S.p.A., New York Branch, XX Xxxxxx Xxxxx Bank, N.A., Mizuho Bank, Ltd., and Sumitomo Mitsui Banking Corporation, as Joint Lead Arrangers and Joint Bookrunners, Xxxxxx Xxxxxxx Senior Funding, Inc., Bank of America, N.A., Credit Suisse AG, Cayman Islands Branch, and HSBC Bank USA, National Association, as Mandated Lead Arrangers, and Commonwealth Bank of Australia, as a Participant (in such capacity, “Arrangers”) and Joint Bookrunners, and SANTANDER BANK, N.A. (“Santander”), as Documentation Agent (in such capacity, “Documentation Agent”).

Certain Affiliate Transactions. EXHIBITS: A-1 Funding A‑1 Borrowing Notice A-2 A‑2 Conversion/Continuation Notice A-3 A‑3 Issuance Notice B-1 B‑1 Tranche A Term Loan Note B‑2 Tranche B Term Loan Note B‑3 Revolving Loan Note B-2 B‑4 Swing Line Note B-3 B-5 Incremental Term Loan Note C Compliance Certificate D Assignment Agreement E Certificate re Non-Bank Non‑Bank Status F-1 E‑1 Closing Date Certificate F-2 E‑2 Solvency Certificate G F-1 Guarantor Counterpart Agreement F-2 Ancillary Borrower Counterpart Agreement G Mortgage H Pledge Landlord Waiver and Security Consent Agreement I Mortgage J Landlord Personal Property Collateral Access Agreement K Intercompany Note L Joinder Agreement M Incumbency J Perfection Certificate NY\5627635.16 CREDIT AND GUARANTY AGREEMENT This CREDIT AND GUARANTY AGREEMENT, dated as of July 23February 13, 20142013, is entered into by and among TERRAFORM POWER OPERATING, LLCPVH CORP., a Delaware limited liability company corporation (the “U.S. Borrower”), TERRAFORM POWER, LLCXXXXX XXXXXXXX B.V., a Delaware Dutch private limited liability company with its corporate seat in Amsterdam, The Netherlands (the “HoldingsEuropean Borrower” and, together with the U.S. Borrower, the “Borrowers”), CERTAIN SUBSIDIARIES OF THE U.S. BORROWER, as Guarantors, the Lenders party hereto from time to time, XXXXXXX XXXXX BANK USA (“Xxxxxxx Sachs”), and BARCLAYS BANK PLC (“Barclays”), CITIGROUP GLOBAL MARKETS INC. (“Citigroup”) and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as Co-Syndication Agents (in such capacity, “Syndication Agents”), Xxxxxxx Xxxxx, as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”), ) and as Collateral Agent (together with its permitted successor successors in such capacity, the “Collateral Agent”), Xxxxxxx Sachswith XXXXXXX LYNCH, BarclaysPIERCE, Citigroup XXXXXX & XXXXX INCORPORATED (“MLPFS”) and JPMorganCITIGROUP GLOBAL MARKETS INC. (“CGMI”), as Joint Lead Arrangers Co-Syndication Agents (together with their permitted successors in such capacity, the “ArrangersCo-Syndication Agents”), and CREDIT SUISSE SECURITIES (USA) LLC (“CS Securities”) and Joint Bookrunners, and SANTANDER BANK, N.A. ROYAL BANK OF CANADA (“SantanderRoyal Bank”), as Co-Documentation Agent Agents (together with their permitted successors in such capacity, the “Co-Documentation AgentAgents”).

Certain Affiliate Transactions. EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Tranche B Term Loan Note B-2 Revolving Loan Note B-2 B-3 Swing Line Note B-3 Term Loan Note C Compliance Certificate D Opinions of Counsel E Assignment Agreement E F Certificate re Re Non-Bank bank Status F-1 G-1 Closing Date Certificate F-2 G-2 Solvency Certificate G H Counterpart Agreement H I Pledge and Security Agreement I J Mortgage J K Landlord Personal Property Collateral Access Waiver and Consent Agreement K Intercompany Note L M Joinder Agreement M Incumbency Certificate CREDIT AND GUARANTY AGREEMENT This CREDIT AND GUARANTY AGREEMENT, dated as of July 23March 25, 20142004, is entered into by and among TERRAFORM POWER OPERATING, LLCAAC ACQUISITION CORP. ("AAC"), a Delaware limited liability company corporation, AAC HOLDING CORP. (“Borrower”"HOLDINGS"), TERRAFORM POWER, LLC., a Delaware limited liability company (“Holdings”)corporation, CERTAIN SUBSIDIARIES OF BORROWERAMERICAN ACHIEVEMENT CORPORATION, as Guarantors, the Lenders party hereto thereto from time to time, XXXXXXX XXXXX BANK USA GOLDMAN SACHS CREDIT PARTNERS L.P. (“Xxxxxxx Sachs”), BARCLAYS BANK PLC (“Barclays”), CITIGROUP GLOBAL MARKETS INC. (“Citigroup”) and JPMORGAN CHASE BANK, N.A. (“JPMorgan”"GSCP"), as Co-Syndication Agents (in such capacityJoint Lead Arranger, “Syndication Agents”)Xxxxx Xoxx Xxnner, Xxxxxxx Xxxxx, as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), "ADMINISTRATIVE AGENT") and as Collateral Agent (together with its permitted successor successors in such capacity, “Collateral Agent”"COLLATERAL AGENT"), Xxxxxxx Sachs, Barclays, Citigroup and JPMorgan, as Joint Lead Arrangers DEUTSCHE BANK SECURITIES INC. (in such capacity, “Arrangers”) and Joint Bookrunners, and SANTANDER BANK, N.A. (“Santander”"DBSI"), as Documentation a Joint Lead Arranger and Joint Bookrunner and DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH ("DBCI"), as Syndication Agent (in such capacity, “"SYNDICATION AGENT") and CIT LENDING SERVICES CORPORATION ("CIT"), as a Co-Documentation Agent”, GENERAL ELECTRIC CAPITAL CORPORATION ("GE CAPITAL"), as a Co-Documentation Agent and MERRILL LYNCH CAPITAL, A DIVISION OF MERRILL LYNCH BUSINESS FINANCIAL XXXXXXEX XXX. ("ML"), as a Co-Documexxxxxxx Xxxxx (each, in such capacity, a "CO-DOCUMENTATION AGENT").

Certain Affiliate Transactions. EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Tranche B Term Loan Note B-2 Revolving Loan Note B-2 B-3 Swing Line Note B-3 Term Loan Note C Compliance Certificate D Opinions of Counsel E Assignment Agreement E F Certificate re Re Non-Bank bank Status F-1 G-1 Closing Date Certificate F-2 G-2 Solvency Certificate G H Counterpart Agreement H I Pledge and Security Agreement I J Mortgage J K Landlord Personal Property Collateral Access Waiver and Consent Agreement K Intercompany Note L Joinder Agreement M Incumbency Certificate CREDIT AND GUARANTY AGREEMENT EXECUTION CREDIT AND GUARANTY AGREEMENT This CREDIT AND GUARANTY AGREEMENT, dated as of July 23September 30, 20142004, is entered into by and among TERRAFORM POWER OPERATINGXXXXXXX XXXX HOLDINGS, LLCINC. (the “Company”), a Delaware limited liability company (“Borrower”)corporation, TERRAFORM POWER, LLC, a Delaware limited liability company RBG HOLDINGS CORP. (“Holdings”), a Delaware corporation, CERTAIN SUBSIDIARIES OF BORROWERXXXXXXX XXXX HOLDINGS, INC., as Guarantors, the Lenders party hereto thereto from time to time, and XXXXXXX XXXXX BANK USA SACHS CREDIT PARTNERS L.P. (“Xxxxxxx Sachs”), BARCLAYS BANK PLC (“Barclays”), CITIGROUP GLOBAL MARKETS INC. (“Citigroup”) and JPMORGAN CHASE BANK, N.A. (“JPMorganGSCP”), as Co-Syndication Agents (in such capacityJoint Lead Arranger, “Syndication Agents”)Joint Bookrunner, Xxxxxxx Xxxxx, as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), ) and as Collateral Agent (together with its permitted successor successors in such capacity, “Collateral Agent”), Xxxxxxx SachsWACHOVIA CAPITAL MARKETS, Barclays, Citigroup and JPMorganLLC (“Wachovia Securities”), as Joint Lead Arrangers (in such capacity, “Arrangers”) Arranger and Joint BookrunnersBookrunner, and SANTANDER WACHOVIA BANK, N.A. NATIONAL ASSOCIATION (“SantanderWBNA”), as Documentation the Sole Syndication Agent (in such capacity, “Syndication Agent”), and ANTARES CAPITAL CORPORATION (“Antares”), as a Co-Documentation Agent, GMAC COMMERCIAL FINANCE LLC (“GMAC”), as a Co-Documentation Agent and UBS SECURITIES LLC (“UBSS”), as a Co-Documentation Agent, (each, in such capacity, a “Co-Documentation Agent”).

Certain Affiliate Transactions. EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Revolving Loan Note B-2 Swing Line Note B-3 Tranche A Term Loan Note B-4 Tranche B Term Loan Note C Compliance Certificate D Assignment Agreement E Certificate re Non-Bank Status [Reserved] F-1 Closing Third Restatement Date Certificate F-2 Solvency Certificate G Counterpart Agreement H H-1 Canadian Guarantee H-2 Barbados Guarantee I-1 Second Amended and Restated Pledge and Security Agreement I Mortgage J Landlord Personal Property Collateral Access I-2 Canadian Pledge and Security Agreement K Intercompany Note L Joinder Agreement L Contribution Agreement M Incumbency Certificate Collateral Questionnaire THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT This THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of July 23February 13, 20142012, is entered into by and among TERRAFORM POWER OPERATINGVALEANT PHARMACEUTICALS INTERNATIONAL, LLCINC., a Delaware limited liability company corporation continued under the federal laws of Canada (“Borrower”), TERRAFORM POWER, LLC, a Delaware limited liability company (“Holdings”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time, XXXXXXX XXXXX BANK USA LENDING PARTNERS LLC (“Xxxxxxx SachsGSLP”), BARCLAYS BANK PLC X.X. XXXXXX SECURITIES LLC (“BarclaysX.X. Xxxxxx”)) and XXXXXX XXXXXXX SENIOR FUNDING, CITIGROUP GLOBAL MARKETS INC. (“CitigroupXxxxxx Xxxxxxx”) ), as Joint Lead Arrangers and Joint Bookrunners, JPMORGAN CHASE BANK, N.A. (“JPMorgan”), and Xxxxxx Xxxxxxx as Co-Syndication Agents (in such capacity, the “Co-Syndication Agents”), Xxxxxxx XxxxxJPMorgan Chase Bank, N.A., as Issuing Bank, GSLP, as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), ) and as Collateral Agent (together with its permitted successor successors in such capacity, “Collateral Agent”), Xxxxxxx Sachs, Barclays, Citigroup and JPMorganRBC CAPITAL MARKETS and DNB BANK ASA, as Joint Lead Arrangers Co-Documentation Agents (in such capacity, “Arrangers”) and Joint Bookrunners, and SANTANDER BANK, N.A. (“Santander”), as Co-Documentation Agent (in such capacity, “Documentation AgentAgents”).

Certain Affiliate Transactions. EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Tranche B Term Loan Note B-2 Revolving Loan Note B-2 B-3 Swing Line Note B-3 Term Loan Note C Compliance Certificate D Opinions of Counsel E Assignment Agreement E F Certificate re Re Non-Bank bank Status F-1 G-1 Closing Date Certificate F-2 G-2 Solvency Certificate G H Counterpart Agreement H I Pledge and Security Agreement I CREDIT AND GUARANTY AGREEMENT 434546.21-New York Server 3A - MSW J Mortgage J K Landlord Personal Property Collateral Access Agreement K Intercompany Note Consent and Estoppel L Joinder Agreement M Incumbency Certificate CREDIT AND GUARANTY AGREEMENT 434546.21-New York Server 3A - MSW CREDIT AND GUARANTY AGREEMENT This CREDIT AND GUARANTY AGREEMENT, dated as of July 23December 19, 2014, 2003 is entered into by and among TERRAFORM POWER OPERATINGMARINER HEALTH CARE, LLCINC., a Delaware limited liability company corporation (“Borrower”), TERRAFORM POWER, LLC, a Delaware limited liability company (“Holdings”"COMPANY"), CERTAIN SUBSIDIARIES OF BORROWERCOMPANY, as Guarantors, the Lenders party hereto from time to time, XXXXXXX XXXXX BANK USA CIBC WORLD MARKETS CORP. (“Xxxxxxx Sachs”"CIBCWM"), BARCLAYS BANK PLC as a Joint Lead Arranger (“Barclays”in such capacity, a "JOINT LEAD ARRANGER"), CITIGROUP GLOBAL MARKETS X.X. XXXXXX SECURITIES INC. (“Citigroup”"JPMORGAN"), as a Joint Lead Arranger (in such capacity, a "JOINT LEAD ARRANGER"), XXXXXX BROTHERS INC. ("LBI"), as a Joint Lead Arranger (in such capacity, a "JOINT LEAD ARRANGER", and together with CIBC and JPMorgan, the "JOINT LEAD ARRANGERS"), XXXXXX COMMERCIAL PAPER INC. ("LCPI") and JPMORGAN CHASE BANK, N.A. BANK (“JPMorgan”"JPMCB"), as Co-Syndication Agents (in such capacity, “Syndication Agents”each a "CO-SYNDICATION AGENT"), Xxxxxxx XxxxxCITICORP NORTH AMERICA, INC. ("CITI") and GENERAL ELECTRIC CAPITAL CORPORTATION ("GECC") as Co-Documentation Agents (in such capacity, each a "CO-DOCUMENTATION AGENT") and CANADIAN IMPERIAL BANK OF COMMERCE, ("CIBC") as Administrative Agent, as Administrative Agent Collateral Agent, and as Swing Line Lender (together with its permitted successors in such capacitycapacities, “Administrative Agent”), and as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”), Xxxxxxx Sachs, Barclays, Citigroup and JPMorgan, as Joint Lead Arrangers (in such capacity, “Arrangers”) and Joint Bookrunners, and SANTANDER BANK, N.A. (“Santander”), as Documentation Agent (in such capacity, “Documentation Agent”"ADMINISTRATIVE AGENT," "COLLATERAL AGENT," or "SWING LINE LENDER," respectively).

Certain Affiliate Transactions. EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Revolving Loan Note B-2 Swing Line Note B-3 Tranche A Term Loan Note B-4 Tranche B Term Loan Note C Compliance Certificate D Assignment Agreement E Certificate re Non-Bank Status [Reserved] F-1 Closing Third Restatement Date Certificate F-2 Solvency Certificate G Counterpart Agreement H H-1 Canadian Guarantee H-2 Barbados Guarantee I-1 Second Amended and Restated Pledge and Security Agreement I Mortgage J Landlord Personal Property Collateral Access I-2 Canadian Pledge and Security Agreement K Intercompany Note L Joinder Agreement L Contribution Agreement M Incumbency Certificate Collateral Questionnaire THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT This THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of July 23February 13, 20142012, is entered into by and among TERRAFORM POWER OPERATINGVALEANT PHARMACEUTICALS INTERNATIONAL, LLCINC., a Delaware limited liability company corporation continued under the laws of the Province of British Columbia (“Borrower”), TERRAFORM POWER, LLC, a Delaware limited liability company (“Holdings”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time, XXXXXXX XXXXX BANK USA LENDING PARTNERS LLC (“Xxxxxxx SachsGSLP”), BARCLAYS BANK PLC X.X. XXXXXX SECURITIES LLC (“BarclaysX.X. Xxxxxx”)) and XXXXXX XXXXXXX SENIOR FUNDING, CITIGROUP GLOBAL MARKETS INC. (“CitigroupXxxxxx Xxxxxxx”) ), as Joint Lead Arrangers and Joint Bookrunners, JPMORGAN CHASE BANK, N.A. (“JPMorgan”), and Xxxxxx Xxxxxxx as Co-Syndication Agents (in such capacity, the “Co-Syndication Agents”), Xxxxxxx XxxxxJPMorgan Chase Bank, N.A., as Issuing Bank, GSLP, as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), ) and as Collateral Agent (together with its permitted successor successors in such capacity, “Collateral Agent”), Xxxxxxx Sachsand RBC CAPITAL MARKETS, BarclaysDNB BANK ASA, Citigroup THE BANK OF NOVA SCOTIA and JPMorganSUNTRUST BANK, as Joint Lead Arrangers Co-Documentation Agents (in such capacity, “Arrangers”) and Joint Bookrunners, and SANTANDER BANK, N.A. (“Santander”), as Co-Documentation Agent (in such capacity, “Documentation AgentAgents”).

Certain Affiliate Transactions. EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Revolving Loan Note B-2 Swing Line Note B-3 Term Loan Note C B Compliance Certificate D C Assignment Agreement E D Certificate re Regarding Non-Bank Status F-1 E Closing Date Certificate F-2 F Solvency Certificate G Counterpart Agreement H Pledge IP Holdco Exclusive License CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION ***Text Omitted and Security Agreement I Mortgage J Landlord Personal Property Collateral Access Agreement K Intercompany Note L Joinder Agreement M Incumbency Certificate CREDIT AND GUARANTY Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(B)(4) and 240.24b-2 FINANCING AGREEMENT This CREDIT AND GUARANTY FINANCING AGREEMENT, dated as of July 23August 7, 20142020, is entered into by and among TERRAFORM POWER OPERATING, LLCBiohaven Pharmaceutical Holding Company Ltd., a BVI business company limited by shares incorporated under the laws of the British Virgin Islands with company number 1792178 (“Company” or “BVI Borrower”), BIOHAVEN PHARMACEUTICALS, INC., a corporation organized under the laws of Delaware limited liability company (“US Borrower” and, together with BVI Borrower, the “Borrowers”, and each individually, a “Borrower”), TERRAFORM POWER, LLC, a Delaware limited liability company (“Holdings”), CERTAIN SUBSIDIARIES OF BORROWERand certain Subsidiaries of BVI Borrower, as Guarantors, the Lenders party hereto from time to timetime party hereto, XXXXXXX XXXXX BANK USA and SIXTH STREET SPECIALTY LENDING, INC., a Delaware corporation (“Xxxxxxx Sachs”), BARCLAYS BANK PLC (“Barclays”), CITIGROUP GLOBAL MARKETS INC. (“Citigroup”) and JPMORGAN CHASE BANK, N.A. (“JPMorganSixth Street”), as Co-Syndication Agents administrative agent for the Lenders (in such capacity, “Syndication Agents”), Xxxxxxx Xxxxx, as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), and as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”), Xxxxxxx Sachs, Barclays, Citigroup and JPMorgan, as Joint Lead Arrangers (in such capacity, “Arrangers”) and Joint Bookrunners, and SANTANDER BANK, N.A. (“Santander”), as Documentation Agent (in such capacity, “Documentation Agent”).

Certain Affiliate Transactions. EXHIBITS: A-1 Funding Effective Date Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Revolving Tranche A Term Loan Note B-2 Swing Line Note B-3 Tranche B Term Loan Note C Compliance Certificate D D-1 Opinion of New York Counsel to the Credit Parties D-2 Opinion of Hong Kong Counsel to the Credit Parties D-3 Opinion of Cayman Counsel to the Credit Parties E Assignment Agreement E Certificate re Non-Bank Status F-1 Closing F [Reserved] G-1 Effective Date Certificate F-2 G-2 Solvency Certificate G H Counterpart Agreement H Pledge and Security Agreement I Mortgage J Landlord Personal Property Collateral Access Agreement K Intercompany Note L Joinder Agreement M Incumbency Certificate AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT This AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of July 23May 25, 20142007 and effective as of May 31, 2007, is entered into by and among TERRAFORM POWER OPERATING, LLCH3C HOLDINGS LIMITED, a Delaware limited liability company organized under the laws of the Xxxxxx Xxxxxxx (“Borrower”"XXXXXXXX"), TERRAFORM POWERX0X TECHNOLOGIES CO., LLCLIMITED, a Delaware company incorporated with limited liability company under the laws of Hong Kong (“Holdings”"H3C"), CERTAIN SUBSIDIARIES OF BORROWER3COM CORPORATION ("3COM"), as Guarantors3COM HOLDINGS LIMITED ("3COM HOLDINGS"), 3COM TECHNOLOGIES ("3COM CAYMAN" and, together with 3Com and 3Com Holdings, the "HOLDCO GUARANTORS" and, together with H3C and any other Guarantor Subsidiaries, the "GUARANTORS"), the Lenders party hereto from time to time, XXXXXXX XXXXX BANK USA CREDIT PARTNERS L.P. (“Xxxxxxx Sachs”), BARCLAYS BANK PLC (“Barclays”), CITIGROUP GLOBAL MARKETS INC. (“Citigroup”) and JPMORGAN CHASE BANK, N.A. (“JPMorgan”"GSCP"), as Co-Mandated Lead Arranger, Bookrunner, Syndication Agents Agent (in such capacity, “Syndication Agents”), Xxxxxxx Xxxxx, "SYNDICATION AGENT") and as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”"ADMINISTRATIVE AGENT"), and INDUSTRIAL AND COMMERCIAL BANK OF CHINA (ASIA) LIMITED ("ICBC"), as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”), Xxxxxxx Sachs, Barclays, Citigroup and JPMorgan, as Joint Lead Arrangers (in such capacity, “Arrangers”) and Joint Bookrunners, and SANTANDER BANK, N.A. (“Santander”), as Documentation Agent (in such capacity, “Documentation Agent”"COLLATERAL AGENT").

Certain Affiliate Transactions. EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Revolving Loan Note B-2 Swing Line Note B-3 Term Loan Note C Compliance Certificate D Assignment Agreement E Certificate re Non-Bank Status F-1 Closing Date Certificate F-2 Solvency Certificate G Counterpart Agreement H Pledge and Security Agreement I Mortgage J Landlord Personal Property Collateral Access Agreement [Reserved] K Intercompany Note L Joinder Agreement M Incumbency Certificate N Prepayment Notice CREDIT AND GUARANTY AGREEMENT This CREDIT AND GUARANTY AGREEMENT, dated as of July 23January 28, 20142015, is entered into by and among TERRAFORM POWER OPERATING, LLC, a Delaware limited liability company (“Borrower”), TERRAFORM POWER, LLC, a Delaware limited liability company (“Holdings”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time, XXXXXXX XXXXX BANK USA (“Xxxxxxx Sachs”), BARCLAYS BANK PLC (“Barclays”), CITIGROUP GLOBAL MARKETS INC. (“Citigroup”) and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as Co-Syndication Agents (in such capacity, “Syndication Agents”), Xxxxxxx Xxxxx, as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), and as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”), CITIGROUP GLOBAL MARKETS INC. (“Citigroup”), XXXXXXX XXXXX BANK USA (“Xxxxxxx Sachs”), MACQUARIE CAPITAL (USA) INC. (“Macquarie”), XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED (“MLPFS”) and XXXXXX XXXXXXX SENIOR FUNDING, INC. (“Xxxxxx Xxxxxxx”), as Co-Syndication Agents (in such capacity, “Syndication Agents”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”) and ROYAL BANK OF CANADA (“Royal Bank”) as Co-Documentation Agents (in such capacity, “Documentation Agents”) and Barclays, Citigroup, Xxxxxxx Sachs, BarclaysMacquarie, Citigroup MLPFS and JPMorganXxxxxx Xxxxxxx, as Joint Lead Arrangers (in such capacity, “Arrangers”) and Joint Bookrunners, and SANTANDER BANK, N.A. (“Santander”), as Documentation Agent (in such capacity, “Documentation Agent”).

Certain Affiliate Transactions. EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Term Loan Note B-2 Revolving Loan Note B-2 B-3 Swing Line Note B-3 Term Loan Note C Compliance Certificate D Opinions of Counsel E Assignment Agreement E F Certificate re Re Non-Bank bank Status F-1 G-1 Closing Date Certificate F-2 G-2 Solvency Certificate G H Counterpart Agreement H I Pledge and Security Agreement I J Mortgage J K Landlord Personal Property Collateral Access Waiver and Consent Agreement K Intercompany Note L Joinder Agreement M Incumbency Certificate CREDIT AND GUARANTY AGREEMENT This CREDIT AND GUARANTY AGREEMENT, dated as of July 23April 30, 20142004, is entered into by and among TERRAFORM POWER OPERATINGAMSCAN HOLDINGS, LLCINC., a Delaware limited liability company corporation (“Borrower”"COMPANY"), TERRAFORM POWER, LLCAAH HOLDINGS CORPORATION, a Delaware limited liability company corporation (“Holdings”), "HOLDINGS") CERTAIN SUBSIDIARIES OF BORROWERCOMPANY, as Guarantors, the Lenders party hereto from time to time, XXXXXXX XXXXX BANK USA CREDIT PARTNERS L.P. (“Xxxxxxx Sachs”), BARCLAYS BANK PLC (“Barclays”), CITIGROUP GLOBAL MARKETS INC. (“Citigroup”) and JPMORGAN CHASE BANK, N.A. (“JPMorgan”"GSCP"), as Joint Lead Arranger, Joint Bookrunner and Co-Syndication Agents (in such capacityAgent, “Syndication Agents”), Xxxxxxx XxxxxGENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), and as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”), Xxxxxxx Sachs, Barclays, Citigroup and JPMorgan, as Joint Lead Arrangers (in such capacity, “Arrangers”"ADMINISTRATIVE AGENT") and Joint Bookrunners, and SANTANDER BANK, N.A. (“Santander”), as Documentation Collateral Agent (in such capacity, “Documentation Agent”"COLLATERAL AGENT"), and X.X. XXXXXX SECURITIES INC. ("JPMSI"), as Joint Lead Arranger, Joint Bookrunner and Co-Syndication Agent (together with GSCP in such capacities, the "CO-SYNDICATION AGENTS").

Certain Affiliate Transactions. EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Term Loan Note B-2 Revolving Loan Note B-2 B-3 Swing Line Note B-3 Term Loan Note C Compliance Certificate D Opinions of Counsel E Assignment Agreement E F Certificate re Re Non-Bank bank Status F-1 G-1 Closing Date Certificate F-2 G-2 Solvency Certificate G H Counterpart Agreement H I Pledge and Security Agreement I J Mortgage J K Landlord Personal Property Collateral Access Waiver and Consent Agreement K Intercompany Note L Joinder Intercreditor Agreement M Incumbency Certificate FIRST LIEN CREDIT AND GUARANTY AGREEMENT This FIRST LIEN CREDIT AND GUARANTY AGREEMENT, dated as of July 23February 28, 20142005, is entered into by and among TERRAFORM POWER OPERATINGGENTEK INC., a Delaware corporation ("Holdings"), GENTEK HOLDING, LLC, a Delaware limited liability company (“"Borrower”), TERRAFORM POWER, LLC, a Delaware limited liability company (“Holdings”"), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time, XXXXXXX XXXXX BANK USA SACHS CREDIT PARTNERS L.P. (“Xxxxxxx Sachs”"GSCP"), BARCLAYS BANK PLC as Joint Lead Arranger, Sole Bookrunner, and as Syndication Agent (“Barclays”in such capacities, "Syndication Agent"), CITIGROUP GLOBAL MARKETS INC. BANC OF AMERICA SECURITIES LLC (“Citigroup”) "BAS", and JPMORGAN CHASE BANKtogether with GSCP, N.A. the "Arrangers"), as Joint Lead Arranger, GENERAL ELECTRIC CAPITAL CORPORATION, (“JPMorgan”"GECC"), as Co-Syndication Agents (in such capacity, “Syndication Agents”), Xxxxxxx Xxxxx, as Administrative Agent and BANK OF AMERICA, N.A. (together with its permitted successors in such capacity, “Administrative Agent”), and "BOFA") as Collateral Agent (together with its permitted successor in such capacity, “"Collateral Agent”), Xxxxxxx Sachs, Barclays, Citigroup ") and JPMorgan, as Joint Lead Arrangers Co-Administrative Agent (together with GECC and together with their permitted successors and assigns in such capacitycapacities, “Arrangers”) each a "Co-Administrative Agent" and Joint Bookrunnerstogether, and SANTANDER BANK, N.A. (“Santander”), as Documentation Agent (in such capacity, “Documentation Agent”the "Administrative Agents").

Certain Affiliate Transactions. EXHIBITS: A-1 A 1 Funding Notice A-2 Conversion/A 2 Continuation Notice A-3 A 3 Issuance Notice B-1 Revolving Loan Note B-2 Swing Line Note B-3 Term Loan Note C Compliance Certificate D Opinions of Counsel E Assignment Agreement E F Certificate re Non-Bank Re Non bank Status F-1 G 1 Closing Date Certificate F-2 G 2 Solvency Certificate G H Counterpart Agreement H I-A Pledge and Security Agreement I J Mortgage J K Landlord Personal Property Collateral Access Waiver and Consent Agreement K Intercompany Note L Joinder Affiliate Subordination Agreement M Incumbency Letter of Credit N Formalities Certificate CREDIT AND GUARANTY AGREEMENT This CREDIT AND GUARANTY AGREEMENT, dated as of July 23May , 20142005, is entered into by and among TERRAFORM POWER OPERATINGXERIUM TECHNOLOGIES, LLCINC. (“XERIUM”), a Delaware corporation, XTI LLC (“XTI”), a Delaware limited liability company company, XERIUM ITALIA S.P.A. (“BorrowerITALIA SPA”), TERRAFORM POWERan Italian società per azioni, LLCXXXXX-XXXXXXXX/MOUNT HOPE INC. (“XXXXX-XXXXXXXX”), a Delaware New Brunswick (Canada) corporation, WEAVEXX CORPORATION (CANADA) (“WEAVEXX”), a New Brunswick (Canada) corporation, XXXXX AUSTRIA GMBH (“XXXXX AUSTRIA”), an Austrian limited liability company, and XERIUM GERMANY HOLDING GMBH (“GERMANY HOLDINGS”), a German limited liability company (each of Xerium, Italia SpA, Xxxxx-Xxxxxxxx, Weavexx, Xxxxx Austria and Germany Holdings, individually, a “HoldingsBorrower” and, collectively, the “Borrowers”), CERTAIN SUBSIDIARIES OF BORROWERTHE BORROWERS, as Guarantors, the Lenders Banks party hereto from time to time, XXXXXXX XXXXX BANK USA CITIGROUP GLOBAL MARKETS, INC. and CIBC WORLD MARKETS PLC, as Joint Lead Arrangers and Lead Bookrunners (in such capacity, “Xxxxxxx Sachs”), BARCLAYS BANK PLC (“BarclaysLead Arrangers”), CITIGROUP GLOBAL MARKETS MARKETS, INC. (“Citigroup”) and JPMORGAN CHASE BANK, N.A. (“JPMorgan”)CIBC WORLD MARKETS PLC, as Co-Syndication Agents (in such capacity, each a “Syndication AgentsAgent”), Xxxxxxx XxxxxCITICORP NORTH AMERICA, INC., as Administrative Agent (together with its permitted successors successors, in such capacity, “Administrative Agent”)) and CITICORP NORTH AMERICA, and INC., as Collateral Agent (together with its permitted successor successors, in such capacity, “Collateral Agent”), Xxxxxxx Sachs, Barclays, Citigroup and JPMorgan, as Joint Lead Arrangers (in such capacity, “Arrangers”) and Joint Bookrunners, and SANTANDER BANK, N.A. (“Santander”), as Documentation Agent (in such capacity, “Documentation Agent”).

Certain Affiliate Transactions. EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Term Loan Note B-2 Revolving Loan Note B-2 B-3 Swing Line Note B-3 Term Loan Note C Compliance Certificate D X-0 Xxxxxxx xx Xxxx Xxxxxxxx LLP D-2 Opinion of Xxxxx Xxxxxx & Tremaine LLP E Assignment Agreement E F Certificate re Re Non-Bank bank Status F-1 G-1 Closing Date Certificate F-2 G-2 Solvency Certificate G H Counterpart Agreement H I-1 Pledge and Security Agreement I Mortgage I-2 Holdco Pledge and Security Agreement J Landlord Personal Property Collateral Access Agreement K Intercompany Note L Joinder Agreement M Incumbency Certificate CREDIT AND GUARANTY AGREEMENT This CREDIT AND GUARANTY AGREEMENT, dated as of July 23February 14, 20142012, and as amended as of April 12, 2013, is entered into by and among TERRAFORM POWER OPERATINGCEQUEL COMMUNICATIONS, LLC, a Delaware limited liability company (“BorrowerCompany”), TERRAFORM POWERCEQUEL COMMUNICATIONS HOLDINGS II, LLC, a Delaware limited liability company (“HoldingsHoldco”), CERTAIN SUBSIDIARIES OF BORROWERCOMPANY, as Guarantors, the Lenders party hereto from time to time, XXXXXXX XXXXX BANK USA CREDIT SUISSE AG, Cayman Islands Branch (“Xxxxxxx SachsCredit Suisse”), BARCLAYS BANK PLC (“Barclays”), CITIGROUP GLOBAL MARKETS INC. (“Citigroup”) and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as Co-Syndication Agents (in such capacity, “Syndication Agents”), Xxxxxxx Xxxxx, as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), and as Swing Line Lender (together with its permitted successors in such capacity, “Swing Line Lender”), as Collateral Agent (together with its permitted successor successors in such capacity, “Collateral Agent”), Xxxxxxx Sachsand as an Issuing Bank, Barclays, Citigroup and JPMorgan, as Joint Lead Arrangers GS LENDING PARTNERS LLC (in such capacity, “ArrangersGS Lending Partners”) and Joint Bookrunners, and SANTANDER JPMORGAN CHASE BANK, N.A. (“SantanderJPMCB”) as co-Syndication Agents (together with their permitted successors in such capacity, each a “Syndication Agent” and collectively, the “Co-Syndication Agents”), and BANK OF AMERICA, N.A. (“BoA”) and ROYAL BANK OF CANADA (“Royal Bank”), as co-Documentation Agent Agents (together with their permitted successors in such capacity, each a “Documentation Agent” and collectively, the “Co-Documentation Agents”).

Certain Affiliate Transactions. EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 LC Request B Revolving Loan Note B-2 Swing Line Note B-3 Term Loan Note C Compliance Certificate D Assignment Agreement E Certificate re Non-Bank Status F-1 Counterpart Agreement F Closing Date Certificate F-2 Solvency Certificate G Counterpart Agreement H Pledge and Security Agreement H General Intercreditor Agreement I Mortgage Borrowing Base Certificate J Landlord Personal Property Collateral Access Agreement K Intercompany Note L Joinder Agreement M Incumbency Corporate Credit Rating Certificate AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AND GUARANTY AGREEMENT This THIS AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of July 23March 18, 20142011, is entered into by and among TERRAFORM POWER OPERATINGEURAMAX INTERNATIONAL, LLCINC., a Delaware limited liability company corporation (“individually and, in its capacity as the representative of the other Borrowers pursuant to Section 2.18, "Euramax"); and the other "Borrowers" from time to time parties hereto (Euramax and such other "Borrowers" being referred to collectively as "Borrowers," and individually as a "Borrower”"); EURAMAX HOLDINGS, TERRAFORM POWER, LLCINC., a Delaware limited liability company corporation (“"Holdings”"); and AMERIMAX RICHMOND COMPANY, CERTAIN SUBSIDIARIES OF BORROWERan Indiana corporation ("Richmond"; Holdings, as Guarantors, Richmond and the Lenders other subsidiaries of Euramax party hereto from time to timetime as "Guarantors" being referred to collectively as "Guarantors," and individually as a "Guarantor"); the various financial institutions listed on the signature pages hereof (together with their respective successors and permitted assigns, XXXXXXX XXXXX BANK USA (“Xxxxxxx Sachs”the "Lenders"), BARCLAYS BANK PLC (“Barclays”), CITIGROUP GLOBAL MARKETS INC. (“Citigroup”) and JPMORGAN CHASE ; REGIONS BANK, N.A. (“JPMorgan”)an Alabama banking corporation, in its capacity as Co-Syndication Agents (in such capacity, “Syndication Agents”), Xxxxxxx Xxxxx, as Administrative Agent collateral and administrative agent for the Lenders (together with its permitted successors in such capacity, “Administrative "Agent”"); and REGIONS BUSINESS CAPITAL, and as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”), Xxxxxxx Sachs, Barclays, Citigroup and JPMorgana division of Regions Bank, as Joint Sole Lead Arrangers (in such capacity, “Arrangers”) Arranger and Joint Bookrunners, and SANTANDER BANK, N.A. (“Santander”), as Documentation Agent (in such capacity, “Documentation Agent”)Bookrunner.

Certain Affiliate Transactions. EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Revolving Loan Note B-2 Swing Line Note B-3 B Term Loan Note C Compliance Certificate D D-1 Opinion of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP D-2 Opinion of General Counsel D-3 Opinion of Xxxxxxx, Del Deo, Dolan, Griffinger & Xxxxxxxxx D-4 Opinion of Xxxxxxxx, Xxxxxx & Finger, P.A. E Assignment Agreement E F Certificate re Re Non-Bank bank Status F-1 G-1 Closing Date Certificate F-2 G-2 Solvency Certificate G H Counterpart Agreement H I Pledge and Security Agreement I (Term Loan) J Mortgage J K Landlord Personal Property Collateral Access Waiver and Consent Agreement K Intercompany Note L Joinder Intercreditor Agreement M Incumbency Certificate Copyright Security Agreement N Patent Security Agreement O Trademark Security Agreement CREDIT AND GUARANTY AGREEMENT This CREDIT AND GUARANTY AGREEMENT, dated as of July 23May 15, 20142006, is entered into by and among TERRAFORM POWER OPERATING, LLCJ. CREW OPERATING CORP., a Delaware limited liability company corporation (“BorrowerCompany”), TERRAFORM POWERJ. CREW GROUP, LLCINC., a Delaware limited liability company corporation (together with its successors, “Holdings”), CERTAIN SUBSIDIARIES OF BORROWERCOMPANY, as Guarantors, the Lenders party hereto from time to time, XXXXXXX XXXXX BANK USA CREDIT PARTNERS L.P. (“Xxxxxxx Sachs”), BARCLAYS BANK PLC (“Barclays”), CITIGROUP GLOBAL MARKETS INC. (“Citigroup”) and JPMORGAN CHASE BANK, N.A. (“JPMorganGSCP”), as Co-Syndication Agents (in such capacityJoint Lead Arranger, “Syndication Agents”)Joint Bookrunner, Xxxxxxx Xxxxx, as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), ) and as Collateral Agent (together with its permitted successor successors in such capacity, “Collateral Agent”), Bear, Xxxxxxx Sachs, Barclays, Citigroup and JPMorgan& Co. Inc. (“Bear Xxxxxxx”), as Joint Lead Arrangers Arranger and Joint Bookrunner, Bear Xxxxxxx Corporate Lending Inc., as Syndication Agent (in such capacity, “ArrangersSyndication Agent”) and Joint Bookrunners, and SANTANDER WACHOVIA BANK, N.A. NATIONAL ASSOCIATION (“SantanderWachovia”), as Documentation Agent (in such capacity, “Documentation Agent”).

Certain Affiliate Transactions. EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Revolving Loan Note B-2 Swing Line Note B-3 Tranche A Term Loan Note B-4 Tranche B Term Loan Note C Compliance Certificate D Assignment Agreement E Certificate re Non-Bank Status Prepayment Notice F-1 Closing Third Restatement Date Certificate F-2 Solvency Certificate G Counterpart Agreement H H-1 Canadian Guarantee H-2 Barbados Guarantee I-1 Second Amended and Restated Pledge and Security Agreement I Mortgage J Landlord Personal Property Collateral Access I-2 Canadian Pledge and Security Agreement K Intercompany Note L Joinder Agreement L Contribution Agreement M Incumbency Certificate Collateral Questionnaire THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT This THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of July 23February 13, 20142012, is entered into by and among TERRAFORM POWER OPERATINGVALEANT PHARMACEUTICALS INTERNATIONAL, LLCINC., a Delaware limited liability company corporation continued under the laws of the Province of British Columbia (“Borrower”), TERRAFORM POWER, LLC, a Delaware limited liability company (“Holdings”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time, XXXXXXX XXXXX BANK USA LENDING PARTNERS LLC (“Xxxxxxx SachsGSLP”), BARCLAYS BANK PLC X.X. XXXXXX SECURITIES LLC (“BarclaysX.X. Xxxxxx”)) and XXXXXX XXXXXXX SENIOR FUNDING, CITIGROUP GLOBAL MARKETS INC. (“CitigroupXxxxxx Xxxxxxx”) ), as Joint Lead Arrangers and Joint Bookrunners, JPMORGAN CHASE BANK, N.A. (“JPMorgan”), and Xxxxxx Xxxxxxx as Co-Syndication Agents (in such capacity, the “Co-Syndication Agents”), Xxxxxxx XxxxxJPMorgan Chase Bank, N.A., as Issuing Bank, BARCLAYS BANK PLC (as successor to GSLP) (“Barclays”), as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), ) and as Collateral Agent (together with its permitted successor successors in such capacity, “Collateral Agent”), Xxxxxxx Sachsand RBC CAPITAL MARKETS, BarclaysDNB BANK ASA, Citigroup THE BANK OF NOVA SCOTIA and JPMorganSUNTRUST BANK, as Joint Lead Arrangers Co-Documentation Agents (in such capacity, “Arrangers”) and Joint Bookrunners, and SANTANDER BANK, N.A. (“Santander”), as Co-Documentation Agent (in such capacity, “Documentation AgentAgents”).

Certain Affiliate Transactions. EXHIBITS: A-1 A 1 Funding Notice A-2 Conversion/A 2 Continuation Notice A-3 A 3 Issuance Notice B-1 Revolving Loan Note B-2 Swing Line Note B-3 Term Loan Note C Compliance Certificate D Opinions of Counsel E Assignment Agreement E F Certificate re Re Non-Bank Status F-1 G 1 Closing Date Certificate F-2 G 2 Solvency Certificate G H Counterpart Agreement H I-A Pledge and Security Agreement I J Mortgage J K Landlord Personal Property Collateral Access Waiver and Consent Agreement K Intercompany Note L Joinder Affiliate Subordination Agreement M Incumbency Letter of Credit N Formalities Certificate AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT This AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of July 23May 30, 20142008, is entered into by and among TERRAFORM POWER OPERATINGXERIUM TECHNOLOGIES, LLCINC. (“XERIUM”), a Delaware corporation, XTI LLC (“XTI”), a Delaware limited liability company company, XERIUM ITALIA S.P.A. (“BorrowerITALIA SPA”), TERRAFORM POWERan Italian società per azioni, LLCXERIUM CANADA, INC. (“XERIUM CANADA”), a Delaware New Brunswick (Canada) corporation resulting from the amalgamation of Xxxxx-Xxxxxxxx/Mount Hope Inc. and Weavexx Corporation, XXXXX XXXXXXX AUSTRIA GMBH (“XXXXX AUSTRIA”), an Austrian limited liability company (formerly known as Xxxxx Austria GmbH), and XERIUM GERMANY HOLDING GMBH (“GERMANY HOLDINGS”), a German limited liability company (each of Xerium, Italia SpA, Xerium Canada, Xxxxx Austria and Germany Holdings, individually, a “Borrower” and, collectively, the “Borrowers”), CERTAIN SUBSIDIARIES OF BORROWERTHE BORROWERS, as Guarantors, the Lenders Banks party hereto from time to time, XXXXXXX XXXXX BANK USA (“Xxxxxxx Sachs”), BARCLAYS BANK PLC (“Barclays”), CITIGROUP GLOBAL MARKETS MARKETS, INC. (“Citigroup”) and JPMORGAN CHASE BANK, N.A. (“JPMorgan”)., as Co-Syndication Agents Lead Arranger and Bookrunner (in such capacity, “Syndication AgentsLead Arranger”), Xxxxxxx XxxxxCITICORP NORTH AMERICA, INC., as Administrative Agent (together with its permitted successors successors, in such capacity, “Administrative Agent”)) and CITICORP NORTH AMERICA, and INC., as Collateral Agent (together with its permitted successor successors, in such capacity, “Collateral Agent”), Xxxxxxx Sachs, Barclays, Citigroup and JPMorgan, as Joint Lead Arrangers (in such capacity, “Arrangers”) and Joint Bookrunners, and SANTANDER BANK, N.A. (“Santander”), as Documentation Agent (in such capacity, “Documentation Agent”).

Certain Affiliate Transactions. EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Revolving Loan Note B-2 Swing Line Note B-3 Tranche A Term Loan Note B-4 Tranche B Term Loan Note C Compliance Certificate D Assignment Agreement E Certificate re Non-Bank Status [Reserved] F-1 Closing Third Restatement Date Certificate F-2 Solvency Certificate CG&R Draft Last Saved: 12/21/201201/23/2013 11:03 am 8950852v42:57 pm 8597568v15 G Counterpart Agreement H X-0 Xxxxxxxx Xxxxxxxxx X-0 Xxxxxxxx Guarantee I-1 Second Amended and Restated Pledge and Security Agreement I Mortgage J Landlord Personal Property Collateral Access J-2 Subordination Agreement K Intercompany Note L Joinder Agreement L Contribution Agreement M Incumbency Certificate Collateral Questionnaire CG&R Draft Last Saved: 12/21/201201/23/2013 11:03 am 8950852v42:57 pm 8597568v15 THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT This THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of July 23February 13, 20142012, is entered into by and among TERRAFORM POWER OPERATINGVALEANT PHARMACEUTICALS INTERNATIONAL, LLCINC., a Delaware limited liability company corporation continued under the federal laws of Canada (“Borrower”), TERRAFORM POWER, LLC, a Delaware limited liability company (“Holdings”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time, XXXXXXX XXXXX BANK USA LENDING PARTNERS LLC (“Xxxxxxx SachsGSLP”), BARCLAYS BANK PLC X.X. XXXXXX SECURITIES LLC (“BarclaysX.X. Xxxxxx”)) and XXXXXX XXXXXXX SENIOR FUNDING, CITIGROUP GLOBAL MARKETS INC. (“CitigroupXxxxxx Xxxxxxx”) ), as Joint Lead Arrangers and Joint Bookrunners, JPMORGAN CHASE BANK, N.A. (“JPMorgan”), and Xxxxxx Xxxxxxx as Co-Syndication Agents (in such capacity, the “Co-Syndication Agents”), Xxxxxxx XxxxxJPMorgan Chase Bank, N.A., as Issuing Bank, GSLP, as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), ) and as Collateral Agent (together with its permitted successor successors in such capacity, “Collateral Agent”), Xxxxxxx Sachsand RBC CAPITAL MARKETS and, BarclaysDNB BANK ASA, Citigroup THE BANK OF NOVA SCOTIA and JPMorganSUNTRUST BANK, as Joint Lead Arrangers Co-Documentation Agents (in such capacity, “Arrangers”) and Joint Bookrunners, and SANTANDER BANK, N.A. (“Santander”), as Co-Documentation Agent (in such capacity, “Documentation AgentAgents”).

Certain Affiliate Transactions. EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Revolving Loan Note B-2 Swing Line Note B-3 Tranche A Term Loan Note B-4 Tranche B Term Loan Note C Compliance Certificate D Assignment Agreement E Certificate re Non-Bank Status [Reserved] F-1 Closing Third Restatement Date Certificate F-2 Solvency Certificate G Counterpart Agreement H H-1 Canadian Guarantee H-2 Barbados Guarantee I-1 Second Amended and Restated Pledge and Security Agreement I Mortgage J Landlord Personal Property Collateral Access I-2 Canadian Pledge and Security Agreement J-2 Subordination Agreement K Intercompany Note L Joinder Agreement L Contribution Agreement M Incumbency Certificate Collateral Questionnaire THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT This THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of July 23February 13, 20142012, is entered into by and among TERRAFORM POWER OPERATINGVALEANT PHARMACEUTICALS INTERNATIONAL, LLCINC., a Delaware limited liability company corporation continued under the federal laws of Canada (“Borrower”), TERRAFORM POWER, LLC, a Delaware limited liability company (“Holdings”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time, XXXXXXX XXXXX BANK USA LENDING PARTNERS LLC (“Xxxxxxx SachsGSLP”), BARCLAYS BANK PLC X.X. XXXXXX SECURITIES LLC (“BarclaysX.X. Xxxxxx”)) and XXXXXX XXXXXXX SENIOR FUNDING, CITIGROUP GLOBAL MARKETS INC. (“CitigroupXxxxxx Xxxxxxx”) ), as Joint Lead Arrangers and Joint Bookrunners, JPMORGAN CHASE BANK, N.A. (“JPMorgan”), and Xxxxxx Xxxxxxx as Co-Syndication Agents (in such capacity, the “Co-Syndication Agents”), Xxxxxxx XxxxxJPMorgan Chase Bank, N.A., as Issuing Bank, GSLP, as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), ) and as Collateral Agent (together with its permitted successor successors in such capacity, “Collateral Agent”), Xxxxxxx Sachsand RBC CAPITAL MARKETS, BarclaysDNB BANK ASA, Citigroup THE BANK OF NOVA SCOTIA and JPMorganSUNTRUST BANK, as Joint Lead Arrangers Co-Documentation Agents (in such capacity, “Arrangers”) and Joint Bookrunners, and SANTANDER BANK, N.A. (“Santander”), as Co-Documentation Agent (in such capacity, “Documentation AgentAgents”).

Certain Affiliate Transactions. EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Revolving Term Loan Note B-2 Swing Line Note B-3 Term Revolving Loan Note C Compliance Certificate D Opinions of Counsel E Assignment Agreement E F Certificate re Non-Bank Status F-1 G-1 Closing Date Certificate F-2 G-2 Solvency Certificate G H Counterpart Agreement H I Pledge and Security Agreement I Mortgage J Landlord Personal Property Collateral Access Agreement K Intercompany Note L Joinder Agreement M Incumbency Borrowing Base Certificate CREDIT AND GUARANTY AGREEMENT This CREDIT AND GUARANTY AGREEMENT, dated as of July 23September 5, 20142002, is entered into by and among TERRAFORM POWER OPERATING, LLCKROLL INC., a Delaware limited liability company corporation (“Borrower”), TERRAFORM POWER, LLC, a Delaware limited liability company (“Holdings”"COMPANY"), CERTAIN SUBSIDIARIES OF BORROWERCOMPANY, as Guarantors, the Lenders party hereto from time to time, XXXXXXX XXXXX BANK USA GOLDMAN SACHS CREDIT PARTNERS L.P. (“Xxxxxxx Sachs”), BARCLAYS BANK PLC (“Barclays”), CITIGROUP GLOBAL MARKETS INC. (“Citigroup”) and JPMORGAN CHASE BANK, N.A. (“JPMorgan”"GSCP"), as Co-Sole Lead Arranger, Sxxx Xxxk Runner and Syndication Agents Agent (in such capacitycapacities, “Syndication Agents”"SYNDICATION AGENT"), Xxxxxxx Xxxxx, as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”"ADMINISTRATIVE AGENT"), and as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”"COLLATERAL AGENT"), Xxxxxxx Sachs, Barclays, Citigroup and JPMorgan, as Joint Lead Arrangers BEAR STEARNS CORPORATE LENDING INC. (in such capacity, “Arrangers”) and Joint Bookrunners, and SANTANDER BANK, N.A. (“Santander”"BEAR STEARNS"), as Co-Documentation Xxxxx, and CREDIT SUISSE FIRST BOSTON, XXXXXX ISLANDS BRANCH ("CSFB"), as Co-Documentation Agent (in such capacity, “Documentation Agent”together with Bear Stearns, each a "CO-DOCUMENTATION AGENT" and, collectively, the "CO-DXXXXXXXATION AGENTS").

Certain Affiliate Transactions. EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Term Loan Note B-2 Revolving Loan Note B-2 B-3 Swing Line Note B-3 Term Loan Note C Compliance Certificate D Opinions of Counsel E Assignment Agreement E F Certificate re Re Non-Bank bank Status F-1 G-1 Closing Date Certificate F-2 G-2 Solvency Certificate G H Counterpart Agreement H I Pledge and Security Agreement I J Mortgage J K Landlord Personal Property Collateral Access Waiver and Consent Agreement K Intercompany Note L Joinder Agreement M Incumbency Borrowing Base Certificate SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT This SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of July 23December 20, 20142002, is entered into by and among TERRAFORM POWER OPERATINGAMSCAN HOLDINGS, LLCINC., a Delaware limited liability company corporation (“Borrower”), TERRAFORM POWER, LLC, a Delaware limited liability company (“Holdings”"Company"), CERTAIN SUBSIDIARIES OF BORROWERCOMPANY, as Guarantors, the Lenders party hereto from time to time, XXXXXXX XXXXX BANK USA GOLDMAN SACHS CREDIT PARTNERS L.P. (“Xxxxxxx Sachs”), BARCLAYS BANK PLC (“Barclays”), CITIGROUP GLOBAL MARKETS INC. (“Citigroup”) and JPMORGAN CHASE BANK, N.A. (“JPMorgan”"GSCP"), as Co-Sole Lead Arranger, Xxxx Xxokxxxxxr and Syndication Agents Agent (in such capacitycapacities, “"Syndication Agents”Agent"), Xxxxxxx Xxxxx, GENERAL ELECTRIC CAPITAL CORPORATION ("GECC") as Administrative Agent (together with its permitted successors in such capacity, “"Administrative Agent”), ") and as Collateral Agent (together with its permitted successor in such capacity, “"Collateral Agent”"), Xxxxxxx Sachs, Barclays, Citigroup and JPMorgan, as Joint Lead Arrangers FLEET NATIONAL BANK (in such capacity, “Arrangers”) and Joint Bookrunners, and SANTANDER BANK, N.A. (“Santander”"Fleet"), as Documentation Agent (in such capacity, “"Documentation Agent”").

Certain Affiliate Transactions. EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Term Loan Note B-2 Revolving Loan Note B-2 B-3 Swing Line Note B-3 Term Loan Note C Compliance Certificate D [Reserved] E Assignment Agreement E F Certificate re Re Non-Bank Status F-1 Closing Date Certificate F-2 Solvency Certificate G [Reserved] H Counterpart Agreement H I Pledge and Security Agreement I Mortgage J Landlord Personal Property Collateral Access Assignment Agreement K Intercompany Note Landlord Waiver and Consent Agreement L Joinder Intercreditor Agreement M Incumbency Certificate FIRST LIEN CREDIT AND GUARANTY AGREEMENT This FIRST LIEN CREDIT AND GUARANTY AGREEMENT, dated as of July 23October 24, 20142007, is entered into by and among TERRAFORM POWER OPERATINGX-RITE, LLCINCORPORATED, a Delaware limited liability company Michigan corporation (“Borrower”), TERRAFORM POWER, LLC, a Delaware limited liability company (” or “HoldingsCompany”), CERTAIN SUBSIDIARIES OF BORROWERCOMPANY, as Guarantors, the Lenders party hereto from time to time, XXXXXXX XXXXX BANK USA (“Xxxxxxx Sachs”), BARCLAYS BANK PLC (“Barclays”), CITIGROUP GLOBAL MARKETS INC. (“Citigroup”) and JPMORGAN CHASE FIFTH THIRD BANK, N.A. a Michigan banking corporation (in its individual capacity, “JPMorganFifth Third”), as Co-Syndication Agents administrative agent (in such capacity, “Syndication Agents”), Xxxxxxx Xxxxx, as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), ) and as Collateral Agent collateral agent (in such capacity, together with its permitted successor in such capacity, “Collateral Agent”), XXXXXXX XXXXX CAPITAL, A DIVISION OF XXXXXXX XXXXX BUSINESS FINANCIAL SERVICES INC. (in its individual capacity, “Xxxxxxx Sachs, Barclays, Citigroup and JPMorganXxxxx”), as Joint Lead Arrangers syndication agent (in such capacity, “ArrangersSyndication Agent”) and Joint Bookrunners), and SANTANDER BANKNATIONAL CITY BANK (in its individual capacity, N.A. (“SantanderNational City”), as Documentation Agent co-documentation agent (in such capacity, the “National City Co-Documentation Agent”), LASALLE BANK MIDWEST N.A., as co-documentation agent (in such capacity, the “LaSalle Co-Documentation Agent”; the National City Co-Documentation Agent and the LaSalle Co-Documentation Agent are referred to herein collectively as the “Co-Documentation Agents”), Fifth Third, as Co-Lead Arranger and Co-Bookrunner, Xxxxxxx Xxxxx, as Co-Lead Arranger and Co-Bookrunner, and National City, as Co-Lead Arranger.

Certain Affiliate Transactions. EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Revolving Loan Note B-2 Swing Line Note B-3 Term Loan Note C Compliance Certificate D Assignment Agreement E Certificate re Non-Bank Status F-1 Closing Date Certificate F-2 Solvency Certificate G Counterpart Agreement H Pledge and Security [Reserved] I Extension Agreement I Mortgage J Landlord Personal Property Collateral Access Agreement [Reserved] K Intercompany Note L Joinder Agreement M Incumbency Certificate N Closing Date Joinder Agreement CREDIT AND GUARANTY AGREEMENT This CREDIT AND GUARANTY AGREEMENT, dated as of July 23June 5, 20142015, is entered into by and among TERRAFORM POWER OPERATING8POINT3 OPERATING COMPANY, LLC, a Delaware limited liability company (“Borrower”), TERRAFORM POWERfollowing the execution of the Closing Date Joinder Agreement hereto, LLC8POINT3 ENERGY PARTNERS LP, a Delaware limited liability company partnership (the “HoldingsPartnership”), CERTAIN SUBSIDIARIES OF BORROWERBORROWER party hereto from time to time, including following execution of the Closing Date Joinder Agreement, as Guarantors, the Lenders party hereto from time to time, XXXXXXX XXXXX CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK USA (“Xxxxxxx SachsCredit Agricole CIB”), BARCLAYS BANK PLC (“Barclays”), CITIGROUP GLOBAL MARKETS INC. (“Citigroup”) and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as Co-Syndication Agents (in such capacity, “Syndication Agents”), Xxxxxxx Xxxxx, as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), and as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”), Credit Agricole CIB, DEUTSCHE BANK SECURITIES INC. (“DB Securities”), X.X. XXXXXX SECURITIES LLC (“JPMorgan”), CITIGROUP GLOBAL MARKETS INC. (“Citigroup”) and XXXXXXX SACHS BANK USA (“Xxxxxxx Sachs, Barclays, Citigroup and JPMorganXxxxx”), as Joint Lead Arrangers (in such capacity, “Arrangers”) and Joint Bookrunners, DB Securities and SANTANDER BANKJPMorgan Chase Bank, N.A. N.A., as Co-Syndication Agents (in such capacity, “SantanderSyndication Agents”), and Xxxxxxx Xxxxx and Citibank, N.A., as Co-Documentation Agent Agents (in such capacity, “Documentation AgentAgents”).

Certain Affiliate Transactions. EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Revolving Loan Note B-2 Swing Line Note B-3 Term Loan B Note C Compliance Certificate D Reserved E Assignment Agreement E F Certificate re Non-Bank Status F-1 G-1 Closing Date Certificate F-2 G-2 Solvency Certificate G H Counterpart Agreement H I Pledge and Security Agreement I J Mortgage J K Landlord Personal Property Collateral Access Waiver and Consent Agreement K L Intercompany Note L Joinder M Intercreditor Agreement M Incumbency Certificate SECOND LIEN CREDIT AND GUARANTY AGREEMENT This SECOND LIEN CREDIT AND GUARANTY AGREEMENT, dated as of July 23February 22, 20142008, is entered into by and among TERRAFORM POWER OPERATING, ALDABRA SUB LLC, a Delaware limited liability company (“Aldabra” and, prior to the BPH Merger (as defined below), the “Borrower”), TERRAFORM POWERto be merged with and into BOISE PAPER HOLDINGS, L.L.C., a Delaware limited liability company (“BPH” and, after the BPH Merger, the “Borrower”), ALDABRA HOLDING SUB LLC, a Delaware limited liability company (“Holdings”), CERTAIN SUBSIDIARIES OF BORROWERALDABRA, as Guarantors, the Lenders party hereto from time to time, XXXXXXX XXXXX BANK USA (“Xxxxxxx Sachs”), BARCLAYS BANK PLC (“Barclays”), CITIGROUP GLOBAL MARKETS XXXXXX COMMERCIAL PAPER INC. (“Citigroup”) and JPMORGAN CHASE BANK, N.A. (“JPMorganLCPI”), as Co-Syndication Agents (in such capacity, “Syndication Agents”), Xxxxxxx Xxxxx, as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), ) and as Collateral Agent (together with its permitted successor successors in such capacity, “Collateral Agent”), Xxxxxxx Sachs, Barclays, Citigroup and JPMorganXXXXXXX SACHS CREDIT PARTNERS L.P. (“GSCP”), as Joint Lead Arrangers Syndication Agent (together with its permitted successors in such capacity, “ArrangersSyndication Agent”) and Joint Bookrunners), and SANTANDER BANK, N.A. XXXXXX BROTHERS INC. (“SantanderXxxxxx Brothers”), as Documentation Agent (together with its permitted successors in such capacity, “Documentation Agent”).