Continuing Agreement for Letters of Credit, dated as of March 6, 2018, by TERP Spanish HoldCo, S.L. and Natixis, New York Branch

March 6, 2018

Natixis, New York Branch

1251 Avenue of the Americas

New York, NY 10020

Ladies and Gentlemen:

In consideration of TERP Spanish HoldCo, S.L.’s (the “Applicant”) request that Natixis, New York Branch (“Issuer”) issue (at Issuer’s option and sole discretion) from time to time one or more irrevocable standby letters of credit (hereinafter, together with any amendments thereto, referred to as the “Credits”) following a request from the Applicant in accordance with the terms hereof, the parties hereto hereby undertake as follows:

1.Procedure for Application and Issuance; Certain Definitions.    In connection with the Offer (as defined below), during the period from the date of this Agreement until August 31, 2018 (the “L/C Commitment Period”), the Applicant may from time to time request, by delivering to the Issuer an application and agreement for the issuance or amendment of a Credit in the form of Exhibit I attached hereto (an “L/C Application”), completed to the reasonable satisfaction of the Issuer, that (a) the Issuer issue a Credit in favor of the Aval Provider (as defined below), notify the Aval Provider of the Applicant’s request for a Credit hereunder, and request that the Aval Provider issue a bank guarantee in the form attached hereto as Exhibit II (a “Bank Guarantee”), and (b) the Aval Provider issue a Bank Guarantee in favor of the beneficiaries listed in Exhibit II hereto.

Upon (a) satisfaction of all conditions set forth in Section 7 (Conditions Precedent); and (b) receipt of confirmation that after giving effect to the requested issuance, (i) the Stated Amount (as defined below) of all Credits issued and outstanding under this Agreement will not exceed the U.S. Dollar Equivalent (as defined below) of €497,619,261 (the “Facility Amount”) and (ii) no Default (as defined below) or Event of Default (as defined below) shall have occurred and be continuing, the Issuer will process such L/C Application in accordance with its customary procedures and shall promptly (1) issue the Credit requested thereby to the Aval Provider and (2) request that the Aval Provider issue a Bank Guarantee in favor of the beneficiaries listed in Exhibit II hereto (but in no event shall the Issuer be required to issue any Credit (or the Aval Provider be required to issue any Bank Guarantee) earlier than three (3) Business Days after its receipt of the applicable L/C Application, unless otherwise agreed in writing by the Issuer).

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

“Agreement” has the meaning assigned to it in the reference section of this letter.

“Anti-Corruption Laws” means the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act of 2010 and any related or similar laws, rules, regulations or guidelines, which in each case are issued, administered or enforced by the United States of America, the European Union and any of its member states or any Governmental Authority having jurisdiction over any member of the Group, or to which any member of the Group is subject.

“Anti-Money Laundering Laws” means all applicable financial recordkeeping and reporting requirements and the money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, which in each case are issued, administered or enforced by any Governmental Authority having jurisdiction over any member of the Group, or to which any member of the Group is subject.

“Applicable Rate” means 0.60% per annum.

“Applicant” has the meaning assigned to it in the introductory paragraph.

“Articles of Association” means the charter documents, articles of association, operating agreements and other organizational documents of any Person.

“Aval Provider” means Natixis S.A., Madrid Branch.

“Backstop Agreements” means, collectively, (a) the Credit and Guaranty Agreement, dated as of October 17, 2017, among TPO, as borrower, TerraForm Power, LLC, as a guarantor, certain subsidiaries of TPO, as guarantors, the lenders party thereto from time to time, and HSBC Bank USA, National Association, as administrative agent and collateral agent (the “Revolver”); (b) the Credit Agreement, dated as of October 16, 2017, by and among Parent, as Borrower, and Brookfield Asset Management Inc., a corporation existing under the laws of the Province of Ontario, and Brookfield Finance Luxembourg S.ÀR.L., a société à responsabilité limitée organized under the laws of the Grand Duchy of Luxembourg, as Lenders (the “Sponsor Line”); and (c) the Support Agreement dated as of February 6, 2018 by and among Parent and Brookfield Asset Management Inc. (the “Support Agreement”).

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of the Bank Recovery and Resolution Directive, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and

(b) the then applicable Commission Delegated Regulation (if any) supplementing the Bank Recovery and Resolution Directive in relation to Article 55 thereof.

“Bank Guarantee” has the meaning assigned to it in this Section 1 (Procedure for Application and Issuance; Certain Definitions) above.

“Bank Recovery and Resolution Directive” means Directive 2014/59/EU of the European Parliament and of the Council of the European Union.

“Base Rate” means the prime commercial lending rate (which is not necessarily the lowest rate charged by Issuer on loans or other extensions of credit) published by Issuer from time to time, changing as and when said prime rate shall change. Any change in the rate of interest provided for herein based on a change in Issuer’s prime rate shall take effect on the date of the change in Issuer’s prime rate.

“Board” means Board of Governors of the United States Federal Reserve System (or any successor thereto).

“Business Day” means a day on which banks are open for business in New York and Madrid, Spain.

“Capital Lease Obligations” means with respect to any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under IFRS, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with IFRS.

“Change of Control” means the consummation of any transaction or series of transactions as a result of which Parent shall cease to own and control, (A) directly or indirectly, 100% of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of TPO and NSF, excluding any incentive distribution rights in TPO (as in effect on the date hereof) (B) directly, or indirectly through TPO and NSF, 100% of the voting power of the membership interests and economic interests of the Applicant, excluding any incentive distribution rights in TPO (as in effect on the date hereof).  

“CNMV” means the Comisión Nacional del Mercado de Valores.

“Credit” has the meaning assigned to it in the introductory paragraph.

“Credit Parties” means, collectively, Parent, TPO, NSF and Applicant.

“Default” means any of the events specified in Section 8 (Default), whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“Dollars”, “U.S. Dollars”, “USD$” and the sign “$” mean the lawful money of the United States of America.

“Draft” has the meaning assigned to it in Section 2 (Payment for Credits).

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Effective Date” has the meaning assigned to it in Section 7.1 (Conditions Precedent).

“Euros” and the sign “€” mean the single currency of the Participating Member States.

“Event of Default” means any of the events specified in Section 8 (Default), provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied

“Excluded Taxes” has the meaning assigned to it in Section 4 (Increased Costs and Taxes).

“Facility Amount” has the meaning assigned to it in this Section 1 (Procedure for Application and Issuance; Certain Definitions) above.

“Facility Documents” means each of the following, in full force and effect and satisfactory to the Issuer, (a) this Agreement; (b) an intercreditor agreement with Banco Santander S.A. (the “Intercreditor Agreement”)(as the Issuer under the Applicant’s other letter of credit facility, dated as of the date hereof, relating to the Offer) (the “Santander Facility”); (c) those two certain comfort letter agreements, dated as of the date of this Agreement, between Issuer and Brookfield Asset

Management Inc. and Parent (respectively); and (d) other documents designated by Issuer acting reasonably.

“Governmental Authority” means any nation or government, any state, provincial or other political subdivision thereof, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government.

“Group” means Applicant and its subsidiaries.

“Hedging Obligations” means with respect to any specified Person, the obligations of such Person under:

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

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

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

“Iberclear” means “Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. Unipersonal”), the entity responsible for the Spanish clearing and settlement system.

“ICC Rules” has the meaning assigned to it in Section 14 (Practices for Documentary Credits).

“IFRS” means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements in effect as of the date of determination thereof.

“Indebtedness” means with respect to any specified Person, any debt of such Person (excluding accrued expenses and trade payables), whether or not contingent:

(a)    in respect of borrowed money;

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

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

(d)    representing Capital Lease Obligations;

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

(f)    representing any Hedging Obligations,

“Indemnified Person” has the meaning assigned to it in Section 5 (Indemnification).

“Indemnified Taxes” means taxes other than Excluded Taxes (defined below), including but not limited to, any and all current or future recording, stamp, documentary, excise, transfer, sales or similar taxes, charges or levies arising from any payment made under any Credit or from the execution, delivery or enforcement of, or otherwise with respect to, any Credit

“Irrevocable Agreements” means, collectively (a) the Irrevocable Undertaking Agreement entered into in relation to the Offer dated as of February 6, 2018 between Applicant, Cobra Concesiones, S.L. and GIP II Helios, S.à r.l. (the “Cobra Irrevocable Agreement”); (b) the Irrevocable Undertaking Agreement entered into in relation to the Offer, dated as of February 6, 2018 between Applicant and Mutuactivos, S.A.U., S.G.I.I.C. (the “Mutuactivos Irrevocable Agreement”); and (c) that certain Irrevocable Undertaking Agreement entered into in relation to the Offer, dated as of February 6, 2018 between Applicant and Sinergia Advisors 2006, A.V., S.A. (the “Singergia Irrevocable Agreement”).

“ISP” has the meaning assigned to it in Section 14 (Practices for Documentary Credits).

“Issuer” has the meaning assigned to it in the introductory paragraph.

“L/C Application” has the meaning assigned to it in this Section 1 (Procedure for Application and Issuance; Certain Definitions) above.

“L/C Commitment Period” has the meaning assigned to it in this Section 1 (Procedure for Application and Issuance; Certain Definitions) above.

“Material Adverse Effect” means a material adverse change in or a material adverse effect on (a) the business, operations, properties, assets or condition (financial or otherwise) of the Applicant and the Credit Parties, taken as a whole, (b) the ability of Applicant to fully and timely perform its obligations under this Agreement, (c) the legality, validity, binding effect or enforceability against any Applicant of this Agreement or (d) the rights and remedies available to, or conferred upon, Issuer under this Agreement.

“NSF” means Norrington Solar Farm Limited.

“Obligations” has the meaning assigned to it in Section 4 (Increased Costs and Taxes).

“Offer” means Applicant’s takeover bid which has been launched for all of the outstanding shares of Saeta Yield, S.A. (“SAY”), and the SAY shareholders potentially accepting the Offer, all in accordance with Royal Decree 1066/2007, of 27 July, on the rules applicable to public takeover bids for securities (Real Decreto 1066/2007, de 27 de julio, sobre el régimen de las ofertas públicas de adquisición de valores –“RD 1066/2007”).

“Offer Documents” means the final documentation for the Offer, including the authorization request to launch the Offer submitted to CNMV, the announcement of the Offer and the Offer document (folleto informativo) in the form approved by the CNMV.

“Parent” means TerraForm Power, Inc.

“Participating Member State” means any member state of the European Union that has the Euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

“Patriot Act” has the meaning assigned to it in Section 25 (Patriot Act).

“Person” means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

“Regulation U” means Regulation U of the Board, as in effect from time to time and all official rulings and interpretations thereunder or thereof.

“Reimbursement Due Date” means the date that is forty-five (45) days from the date of any Draft under a Credit, whether such Draft is presented to Issuer before, on, or, if in accordance with applicable law or letter of credit practice, after the expiry date of any Credit.

“Responsible Officer” has the meaning assigned to it in Section 16(i)(a).

“Restricted Party” means a Person that is: (i) listed on, or owned or controlled by a Person listed on, or acting on behalf of a Person listed on, any Sanctions List; (ii) located in, incorporated under the laws of, or owned or (directly or indirectly) controlled by, or acting on behalf of, a Person located in or organized under the laws of a country or territory that is the target of country-wide or territory-wide Sanctions; or (iii) otherwise a target of Sanctions (“target of Sanctions” signifying a Person with whom a United States Person or other national of a Sanctions Authority would be prohibited or restricted by law from engaging in trade, business or other activities).

“Sanctions” means the economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by: (i) the United States government; (ii) the United Nations; (iii) the European Union or any of its member states; (iv) the respective governmental institutions and agencies of any of the foregoing, including, without limitation, the Office of Foreign Assets Control of the US Department of Treasury (“OFAC”), the United States Department of State, and Her Majesty’s Treasury (“HMT”); or (v) any jurisdiction in which any member of the Group operates (together the “Sanctions Authorities”).

“Sanctions List” means the “Specially Designated Nationals and Blocked Persons” list maintained by OFAC, the Consolidated List of Financial Sanctions Targets and the Investment Ban List maintained by HMT, or any similar list maintained by, or public announcement of Sanctions designation made by, any of the Sanctions Authorities.

“Spanish GAAP” means the requirements applicable to the financial statements and accounts set forth in the Spanish Stock Corporations Act (Ley de Sociedades de Capital), the General Accounting Plan in force in Spain and all resolutions issued by the ICAC (Instituto de Contabilidad y Auditoría de Cuentas), together with accounting principles, standards and practices which are generally accepted in Spain as at the date of the relevant financial statements or accounts.

“Spot Rate” means the rate determined by Issuer as (a) the exchange rate reported by Bloomberg as of the end of the second TARGET2 Day preceding the date of payment or other determination, or (b) if such report is unavailable for any reason, the spot rate for the purchase of Euros with U.S. Dollars as in effect during the second Business Day preceding the date of payment or other determination in Issuer’s principal foreign exchange trading office for Euros; provided that Issuer may obtain such spot rate from another nationally recognized financial institution designated by Issuer if it does not have as of the applicable date of payment or other determination a spot buying rate for the purchase of Euros with U.S. Dollars.

“Stated Amount” means, as it relates to any Credit, the maximum U.S. Dollar Equivalent amount from time to time available to be drawn thereunder.

“TARGET Day” means any day on which TARGET2 (or, if such payment system ceases to be operative, such other payment system, if any, determined by Issuer to be a suitable replacement therefor) is open for the settlement of payments in Euros.

“TARGET2” means the Trans-European Automated Real-time Gross Settlement Express

Transfer payment system which utilizes a single shared platform and which was launched on

November 19, 2007.

“TPO” means TerraForm Power Operating, LLC.

“UCP” has the meaning assigned to it in Section 14 (Practices for Documentary Credits).

“U.S. Dollar Equivalent” means, at any time, (a) with respect to any amount denominated in U.S. Dollars, such amount, and (b) for any amount denominated in Euros, the equivalent amount thereof in U.S. Dollars as determined by Issuer based on the then-current Spot Rate applicable to the date of determination.

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

2.    Payment for and Reduction of Credits; Payments in U.S. Dollars. Applicant agrees to reimburse Issuer, at Issuer’s office in New York, in U.S. Dollars, the amount of each draft or other request for payment (each, a “Draft”) drawn under a Credit on or before the applicable Reimbursement Due Date. To the extent that any Draft drawn under a Credit is payable in Euros, Applicant agrees to pay to Issuer, on or before the Reimbursement Due Date, at Issuer’s office in New York, the U.S. Dollar Equivalent of such amount in U.S. Dollars.

The Stated Amount of each Credit shall be reduced by the U.S. Dollar Equivalent amount of Drafts paid in respect thereof. Notwithstanding anything to the contrary contained in this Agreement, once so reduced, the Stated Amount of any Credit shall not be reinstated.

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

3.    Payment for Services Rendered. The Applicant agrees to pay Issuer’s and (without duplication) Aval Provider’s usual and customary charges for the opening of any Credit and issuance of any Bank Guarantee, for the negotiation of any Drafts paid and for any wire transfers.

In addition, Applicant shall pay Issuer in U.S. Dollars:

earned and due and payable upon the issuance of a Bank Guarantee pursuant to this Agreement;

Subject to the immediately following paragraph and Section 7 (Conditions Precedent) below, interest shall be payable on the U.S. Dollar Equivalent of any outstanding and unreimbursed honored Drafts or unreimbursed amounts due to the Issuer pursuant to this Agreement from the date on which the relevant amount is payable or Draft is paid by the Issuer (as applicable) until the date of repayment in full in U.S. Dollars and in immediately available funds at a rate equal to the Base Rate plus the Applicable Rate.

4.    Increased Costs and Taxes. If Issuer determines that the introduction or effectiveness of, or any change in, any law or regulation or compliance with any guideline or request (whether or not having the force of law) from any Governmental Authority which affects or would affect the amount of capital or reserves required or expected to be maintained by Issuer or any corporation controlling Issuer, and Issuer determines that the amount of such capital or reserves is increased by or based upon the existence of any Credit, then Applicant shall pay Issuer promptly upon Issuer’s written demand therefor, from time to time, additional amounts in U.S. Dollars sufficient in Issuer’s judgment to compensate for the increase. For the avoidance of doubt, Issuer’s certificate as to amounts due hereunder shall be conclusive, in the absence of manifest error.

Any and all payments by or on account of any of Applicant’s obligations hereunder (the “Obligations”) shall be made free and clear of and without reduction or withholding for any Indemnified Taxes imposed by or within the jurisdiction of Applicant’s organization, or the jurisdiction from which payment hereunder is being made, provided that if Applicant shall be required by applicable law to deduct any Indemnified Taxes from such payments, then (a) the sum payable shall by increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this section), Issuer receives an amount in U.S. Dollars equal to the sum it would have received had no such deductions been made, (b) Applicant shall make such deductions and (c) Applicant shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

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

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

Notwithstanding anything to the contrary provided elsewhere in this Agreement and/or the relevant Credit, Applicant shall not be liable to make any payment to Issuer pursuant to this section for, or in relation to the following taxes: (i) taxes, franchise taxes and similar taxes measured by, or assessed against, Issuer’s net income, profit or capital and imposed by the jurisdiction in which Issuer’s principal office is situated; and (ii) any taxes that would not be imposed but for a connection between Issuer and such taxing jurisdiction, or any political subdivision thereof of taking authority therein, other than as a result of this Agreement or taxes imposed by the Kingdom of Spain (the “Excluded Taxes”).

5.    Indemnification. Applicant agrees to indemnify and hold Issuer, Aval Provider and Issuer’s and Aval Provider’s respective correspondents and each of Issuer’s and Aval Provider’s respective officers, directors, affiliates, employees, attorneys, advisors, consultants and agents (each an “Indemnified Person”) harmless against any and all claims, losses, costs, expenses, liabilities or

damages, including reasonable and properly documented out-of-pocket attorney fees and other dispute resolution expenses related thereto, howsoever arising from or in connection with (a) the issuance of a Credit or Bank Guarantee and/or the transactions contemplated hereby, (b) any payment or action taken or omitted to be taken in connection with a Credit or Bank Guarantee (including any action or proceeding seeking (i) to restrain any drawing under a Credit or Bank Guarantee, (ii) compel or restrain the payment of any amount or the taking of any other action under any Credit or Bank Guarantee, (iii) to compel or restrain the taking of any action under this Agreement or any other Facility Document or (iv) to obtain similar relief (including by way of interpleader, declaratory judgment, attachment or otherwise), regardless of who the prevailing party is in any such action or proceeding), (c) the enforcement of this Agreement or any other Facility Document or (d) any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority or any other cause beyond Issuer’s or Aval Provider’s control, except in each of (a) through (d) above, to the extent that such claim, loss, cost, expense, liability or damage is found by a court of competent jurisdiction (in a final and non-appealable judgment) to have resulted from the willful misconduct or gross negligence of such Indemnified Person. Without limiting the generality of the foregoing, Applicant agrees to indemnify and hold each Indemnified Person harmless for any and all amounts adjudicated or otherwise ordered by any court or other tribunal to be payable by such Indemnified Person in connection with any Credits or Bank Guarantees to any beneficiary or its or their respective successors, assigns, heirs, and legal representatives, at any time before or after the expiration of the relevant Credit, including the principal amount of any and all Drafts drawn under the relevant Credit or Bank Guarantee, together with any and all interest thereon and any and all costs and expenses (including reasonable and properly documented out-of-pocket attorney fees) incurred by such Indemnified Person in connection with any such adjudication, or order; except to the extent that any such amount shall be adjudicated or ordered to be payable as a result of the willful misconduct or gross negligence of such Indemnified Person as determined by a court of competent jurisdiction by final and non-appealable judgment.

Promptly upon Issuer’s written demand, the Applicant shall compensate the Issuer for, and hold the Issuer harmless from, any loss, cost or expense incurred by it as a result of any failure by Applicant to make payment in U.S. Dollars of the U.S. Dollar Equivalent of any Draft under any Credit (or interest due thereon or other Obligations) denominated in Euros on its due date, including any foreign exchange losses.

Applicant agrees to pay promptly upon Issuer’s written demand from time to time all amounts owing under this section.

6.    No Setoffs or Deductions; Withdrawal from Applicant’s Account. Any and all amounts that may become due and payable to Issuer under this Agreement shall be paid by Applicant in U.S. Dollars in immediately available funds without defense, setoff, cross-claim, counterclaim or

deduction of any kind. Furthermore, Applicant authorizes Issuer to charge any account belonging to Applicant and held with Issuer, or any of Issuer’s affiliates, for any amount when due hereunder.

7.    Conditions Precedent.

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

8.    Default. Should any of the following occur (each, an “Event of Default”);

outstanding against Applicant and any one of such judgments has remained unpaid, unvacated, unbonded, or unstayed by appeal or otherwise for a period of sixty days from the date of its entry;

all of Obligations under this Agreement and performance of all of the terms, covenants and conditions of this Agreement;

then the drawn and undrawn amount of each Credit as well as any other Obligations hereunder, whether or not matured or contingent, shall, at Issuer’s option, become due and payable immediately without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Applicant; provided, however, that upon the occurrence of any Event of Default described in (i) or (j) above, the face amount of each Credit as well as all other Obligations hereunder, whether or not matured or contingent, shall automatically become due and payable without presentment, demand, protest or notice of any kind, all of which Applicant hereby expressly waives. In furtherance, and not in limitation, of the foregoing, upon the occurrence of any Event of Default Applicant shall, upon Issuer’s written demand, deposit U.S. Dollars in an amount equal to the U.S. Dollar Equivalent of the entire amount which has not been drawn under any Credit into a special cash collateral account, designated by Issuer and over which Issuer shall have exclusive right of withdrawal, which shall be charged to reimburse Issuer for amounts paid by Issuer and drawn under any Credit. Furthermore, in the case of an Event of Default specified in (a), Issuer may, in Issuer’s discretion, setoff amounts due and payable to Issuer under this Agreement or any individual Credit by any available funds then held by Issuer for Applicant’s account. For the avoidance of doubt, Issuer’s rights under this section are cumulative and in addition to other rights and remedies which Applicant may have under this Agreement or under applicable law.

9.    [RESERVED]

10.    Waiver of Rights; Amendments. No delay on Issuer’s part in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise by Issuer of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy. Issuer shall not be deemed to have waived any of Issuer’s rights hereunder unless Issuer or Issuer’s duly authorized agent shall have signed such waiver in writing. No such waiver, unless expressly stated therein, shall be effective as to any transaction which occurs subsequent to the date of such waiver, or as to any continuance of a breach after such waiver. This Agreement shall not be altered, modified, or amended without the prior written consent of the parties hereto.

11.    Extensions, Increases and Modifications. Issuer shall have no obligation to issue, amend, renew, extend or replace any Credit hereunder or any Bank Guarantee. Each request Applicant makes for a Credit or any amendment, renewal or extension thereof shall be reviewed by Issuer on a case-by-case basis and the decision to issue, amend, renew or extend any such Credit shall be made by Issuer in Issuer’s sole discretion. In the event of any extension of the maturity or time for presentation of Drafts or documents, or any other modification of the terms of any Credit, at Applicant’s request or in the event of any increase in the amount of any Credit at Applicant’s request, this Agreement shall be binding upon Applicant with regard to such Credit so increased or otherwise modified, to Drafts, documents, and property covered thereby, and to any action taken by Issuer or any of Issuer’s correspondents in accordance with such extension, increase or other modification.

12.    No Liability for Certain Actions; Independence.

discrepancies that do not reduce the value of the beneficiary’s performance to Applicant in any transaction underlying any Credit or Bank Guarantee, (g) Issuer’s or Aval Provider’s acceptance as a “draft” of any written or electronic demand or other request for payment under any Credit or Bank Guarantee, even if such demand or other request is not in the form of a negotiable instrument, (h) the effectiveness or suitability of any Credit or Bank Guarantee for Applicant’s purpose, (i) any consequential or special damages, or for any damages resulting from any change in the value of any foreign currency, services or goods or other property covered by any Credit or Bank Guarantee, (j) Issuer’s assertion or waiver of application of any UCP or ISP (in each case, as defined below) article primarily benefiting bank issuers, (k) Issuer’s or Aval Provider’s honor of a previously dishonored presentation under any Credit or Bank Guarantee, whether pursuant to court order, to settle or compromise any claim that it wrongfully dishonored or otherwise, and Issuer and Aval Provider shall be entitled to reimbursement to the same extent as if it had initially honored said presentation plus reimbursement of any interest paid by it, (l) Issuer’s or Aval Provider’s disregard of any non-documentary conditions stated in any Credit or Bank Guarantee and (m) Issuer’s or Aval Provider’s payment to any nominated bank (as such term is defined in the UCP or nominated person (as such term is defined in the ISP) (in either case as designated or permitted by the terms of any Credit or Bank Guarantee) claiming that it rightfully honored under the laws, customs or practice of the place where it is located, except to the extent that any such item, action or omission in each of (a) through (m) above is found by a court of competent jurisdiction (in a final and non-appealable judgment) to have resulted from the willful misconduct or gross negligence of Issuer, Aval Provider or their respective branches, affiliates and correspondents. None of the foregoing shall affect, impair or prevent the vesting of any of Issuer’s rights or powers hereunder or Applicant’s reimbursement obligations hereunder except to the extent that any of the foregoing is found by a court of competent jurisdiction (in a final and non-appealable judgment) to have resulted from the willful misconduct or gross negligence of Issuer, Aval Provider or their respective branches, affiliates and correspondents. Issuer, Aval Provider and their respective branches, affiliates and correspondents will not be regarded as the drafter of any Credit or Bank Guarantee regardless of any assistance that Issuer may, in Issuer’s discretion, provide to Applicant in preparing the text of any Credit or Bank Guarantee or amendments thereto. For the avoidance of doubt, Issuer and Aval provider are authorized (but not obligated) to accept and rely on instructions received by facsimile transmission or e-mail that Issuer or Aval Provider believes in good faith to have been given by a Person authorized to give instructions on Applicant’s behalf. Issuer and Aval provider shall incur no liability to Applicant or any other Person as a result of any act or omission on Issuer’s or Aval Provider’s

part in accordance with instructions on which Issuer or Aval Provider is authorized to rely, nor for any failure or refusal on Issuer’s or Aval Provider’s part to accept instructions by facsimile transmission or e-mail that are not confirmed or authenticated to Issuer’s or Aval Provider’s satisfaction.

13.    No Violation of Law. Applicant hereby represents and warrants that none of the execution, delivery or performance of this Agreement or any other Facility Document by Applicant or Parent, nor the request for any issuance of, or amendment to, a Credit or Bank Guarantee will violate or contravene any applicable law or regulation. If Applicant’s obligations under this Agreement should be terminated or revoked by operation of law, Applicant will indemnify and save Issuer harmless from any loss (including reasonable out of pocket expenses) that may be incurred by Issuer in acting hereunder prior to such termination or revocation and the maturity or payment of all outstanding Credits.

14.    Practices for Documentary Credits. Each Credit shall be subject to, and the performance by Issuer thereunder shall be governed by, the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce, Publication No. 600 or any subsequent revision thereof adopted from time to time by the International Chamber of Commerce (the “UCP”) unless such Credit is a standby letter of credit that expressly states that it is subject to the International Standby Practices, International Chamber of Commerce Publication No. 590 or

any subsequent amendment thereto or subsequent revision thereof (the “ISP”, and together with the UCP, the “ICC Rules”). Issuer’s privileges, rights and remedies under such ICC Rules shall be in addition to, and not in limitation of, Issuer’s privileges, rights and remedies expressly provided for herein. The UCP and the ISP shall serve, in the absence of proof to the contrary, as evidence of general banking usage with respect to the subject matter thereof.

Furthermore, Applicant agrees that for matters not addressed by the chosen ICC Rule, each Credit shall be subject to and governed by the laws of the State of New York and applicable United States Federal laws. If, at Applicant’s request, a Credit expressly chooses a state or country law other than New York State law and United States Federal law or is silent with respect to the choice of an ICC Rule or a governing law, Issuer shall not be liable for any payment, cost, expense or loss resulting from any action or inaction taken by Issuer if such action or inaction is or would be justified under an ICC Rule, New York law, applicable United States Federal law or the law governing such Credit.

15.    Obligations Absolute. Applicant’s Obligations under this Agreement are absolute, unconditional and irrevocable, and shall be paid (or performed, as the case may be) strictly in accordance with the terms of this Agreement, under all circumstances whatsoever, including the following circumstances: (a) the existence of any claim, set-off, defense or other right which Applicant may have at any time against Issuer, Aval Provider or any Person, whether in connection with this Agreement, any Credit, any Bank Guarantee or any unrelated transaction, (b) any draft, statement, certificate or any other document presented under any Credit or Bank Guarantee proving to be forged, fraudulent, incorrect, insufficient or invalid in any respect or any statement therein being untrue or inaccurate in any respect whatsoever, (c) any lack of validity or enforceability of this Agreement, a Credit, a Bank Guarantee or any other agreement, application, amendment, guaranty, document, or instrument relating thereto, (d) any change in the time, manner or place of payment of or in any other term of all or any of Applicant’s Obligations hereunder or the obligations of any Person that guarantees or otherwise provides support for any of Applicant’s Obligations hereunder, (e) any exchange, release or non-perfection of any collateral or release or amendment or waiver of or consent to depart from the terms of any guarantee or security agreement, for all or any of Applicant’s Obligations hereunder, (f) the issuance of a Credit (or any amendment thereto) or Bank Guarantee (or any amendment thereto) in a form other than substantially as requested by Applicant, unless Issuer receives written notice from Applicant of such error within three (3) Business Days after Applicant shall have received a copy of such Credit (or amendment thereto) or Bank Guarantee (or amendment thereto), (g) Issuer’s decision not to issue an amendment to a Credit or request an amendment to a Bank Guarantee as requested by Applicant, (h) payment by Issuer under a Credit or Aval Provider under a Bank Guarantee against presentation of a draft or other document that does not comply with the terms and conditions of a Creditor Bank Guarantee (as applicable) unless Issuer receives written notice from Applicant of such discrepancy within three (3) Business Days following Applicant’s receipt of such draft or other document, and (i) any action or inaction taken or suffered by Issuer, Aval Provider or any of their respective affiliates or

correspondents in connection with a Credit or Bank Guarantee or any relevant draft, certificate or other document, if taken in Good Faith (as defined in Article 5 of the New York Uniform Commercial Code) and in conformity with applicable New York, United States or non-United States laws, regulations or letter of credit customs and practice.

16.    Representations, Warranties and Covenants

(i)        Representations and Warranties.

Applicant represents and warrants to Issuer that:

result in, or require, the creation or imposition of any lien on any Credit Party’s respective properties or revenues pursuant to any such requirement of law or any such contractual obligation except, in each case (other than the Backstop Agreements and Cobra Irrevocable Agreement) where such violations could not (individually or in the aggregate) reasonably be expected to have a Material Adverse Effect.

its respective properties are bound that would reasonably be expected to result in a Material Adverse Effect.

contractual obligations in any respect that would reasonably be expected to result in a Material Adverse Effect.

Money Laundering Laws and/or Anti-Corruption Laws is pending and no such actions, suits or proceedings are threatened or contemplated.

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

(ii)        Information Covenants.

Applicant shall furnish to Issuer:

(iii)        Affirmative Covenants.

Applicant will:

shall constitute a breach of this Section 16 (Representations, Warranties and Covenants), and this Agreement regardless of any waiver or forbearance granted by the creditors of such other Indebtedness or termination or repayment of any such other Indebtedness. The Applicant agrees to promptly inform Issuer of any such other Indebtedness and to furnish to Issuer a copy of the documentation containing such more stringent or restrictive limitations and financial covenants.  The Applicant further agrees to enter into such amendments to this Agreement as reasonably requested by Issuer to conform this Agreement as contemplated by the first sentence of this Section 16(iii)(j) (it being acknowledged and agreed that the failure to enter into any such amendment shall not limit the effectiveness of the first sentence of this Section 16(iii)(j);

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

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

resulting from such drawings and/or issuance) to the extent required to ensure that the Applicant has immediately available cash in U.S. Dollars in an amount at least equal to any demanded cash collateral and (without duplication) outstanding Draft (together with any other Obligations then payable) and any corresponding collateralization, reimbursement or other obligations due under the Santander Facility; provided that, notwithstanding the foregoing, in any event Applicant shall cause Parent to contribute or cause to be contributed (and/or cause its applicable subsidiaries (including TPO) (as the case may be) to contribute or cause to be contributed) the amounts required to be requested pursuant to Section 16(iii)(k)(i)(A) in an amount equal to the lesser of (x) US$900,000,000 and (y) the amount of any demanded cash collateral and (without duplication) outstanding Draft (together with any other Obligations then payable) to Applicant not more than eight (8) Business Days following the applicable demand or Draft; and

(iv)        Negative Covenant.

Applicant will not, and will not permit or authorize any of its subsidiaries to:

consolidate with or into any other entity, or change its legal form, or implement any material acquisition or purchase of assets from any Person;

17.    Effectiveness/Assignment. This Agreement shall become effective the Effective Date and shall be binding upon Applicant and Applicant’s successors and assigns. No assignment or other transfer of all or any of the rights of the undersigned hereunder, whether with regard to any property or otherwise, may be made without Issuer’s prior written consent.

18.    Waiver of Immunity. Applicant acknowledges that this Agreement is, and each Credit and Bank Guarantee will be, entered into for commercial purposes and, to the extent that Applicant now

or later acquires any immunity from jurisdiction of any court or from any legal process with respect to Applicant or Applicant’s property, Applicant now irrevocably waives Applicant’s immunity with respect to Applicant’s Obligations hereunder.

19.    Termination; Surviving Provisions.

If the Offer is withdrawn or cancelled, this Agreement and any Credits will be automatically cancelled on the earlier to occur of (x) the end of the L/C Commitment Period and (y) the date falling three months after such withdrawal or cancellation.

If, as at the date on which settlement of the Offer occurs, the conditions set forth in Article 47 of RD 1066/2007 for the exercise by the Applicant and SAY shareholders of the squeeze-out and sell-out respective rights are satisfied, (a) any Credits will not be cancelled in full and (b) any cancellation in part will be made following prior consultation of the Issuer and Applicant with CMNV and subject to the CNMV’s instructions thereto.

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

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

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

21.    Interpretation. The parties acknowledge and agree that (a) each party and its counsel have reviewed the terms and conditions of this Agreement and have contributed to the revision of same, (b) the normal rule of construction which holds that any ambiguities are resolved against the drafting party, shall not be employed in the interpretation of this Agreement, (c) the terms and provisions

of this Agreement shall be constructed fairly as to both parties hereto and not in favor of or against any party, regardless of which party was generally responsible for the preparation of this Agreement, (d) the term “including” means “including without limitation, as used in this Agreement, (e) if any provision of this Agreement is held illegal or unenforceable, the validity of the remaining provisions shall not be affected, (f) headings are included only for convenience and are not interpretive, (g) this Agreement constitutes the entire agreement between the parties concerning Issuer’s issuance of one or more Credits for Applicant’s account and supersedes all prior agreements governing such issuance, (h) Applicant may submit an executed Application for a Credit in original form, via fax, email attachment or other electronic means and Applicant will be bound by any instructions so given, (i) delivery of a signed signature page to this Agreement by facsimile transmission or email attachment shall be effective as, and shall constitute physical delivery of, a signed original counterpart of this Agreement, (j) if this Agreement is signed by two or more persons or entities, (i) each such person or entity shall be deemed an “Applicant” hereunder, (ii) each Applicant shall be jointly and severally liable for all the Obligations hereunder, and (iii) notices from Issuer in connection with this Agreement or the Credit to either Applicant and notices from, or the consent of, either Applicant in connection with this Agreement or the Credit shall be sufficient to bind all Applicants; (k) all references herein and in any other Facility Document to any fees, Credits, Bank Guarantees, Stated Amounts and other obligations and amounts shall be denominated in U.S. Dollars, unless expressly provided otherwise; (l) the Applicant and Parent shall deliver financial statements and calculate and perform financial and other covenants in U.S. Dollars; and (m) notwithstanding anything to the contrary herein or in any other Facility Documents, even if an obligation is funded and expressly denominated in Euros, the Applicant and Parent shall repay the U.S. Dollar Equivalent of such obligation in U.S. Dollars.

22.    Multiple Role Disclosure. Issuer and Issuer’s affiliates offer a wide range of financial services. Such services are provided internationally to a wide range of customers, some of whom may be Applicant’s counterparties or competitors. Applicant acknowledges and accepts that Issuer and Issuer’s affiliates may perform more than one role in relation to a Credit, including advising a Credit, notwithstanding the selection by Applicant of an additional or alternative advising bank.

23.    Governing Law and Jurisdiction. This Agreement shall be governed and construed in accordance with the laws of the State of New York. For the purposes of any proceeding, action or suit involving this Agreement, each party hereto hereby expressly submits to the jurisdiction of any court of record of New York State or the United States located in the City of New York, Borough of Manhattan, and agrees that any order, process or other paper may be served upon either party within or without such court’s jurisdiction by mailing a copy thereof to the affected party at its address (that with respect to Issuer, shall be Issuer’s address shown on the first page of this Agreement, and with respect to Applicant, shall be Applicant’s address shown below). Each party waives any claim that such proceeding, action or suit has been brought in an inconvenient forum. EACH PARTY WAIVES TRIAL BY JURY.

24.    Service of Process. Applicant agrees that any service of process or other notice of legal process may be served upon it by mail or hand delivery if sent to:

which Applicant now confirms Applicant has designated as its authorized agent for service of process with respect to the courts located in the State of New York in relation to each Credit and this Agreement. Applicant agrees that service of all process in any such proceeding in any such court may be made by registered or certified mail, return receipt requested, to such address and agrees that service as provided above is sufficient to confer personal jurisdiction over Applicant in any such proceeding in any such court, and otherwise constitutes effective and binding service in every respect.

In furtherance, and not in limitation of the foregoing, Applicant agrees that nothing in this Agreement shall affect Issuer’s right to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against Applicant in any other jurisdiction. Furthermore, Applicant agrees that final judgment against Applicant in any action or proceeding shall be enforceable in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the judgment.

25.    Patriot Act. Applicant acknowledges that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), Issuer is required to obtain, verify and record information that identifies Applicant, which information includes Applicant’s name and address and other information that will allow Issuer to identify Applicant in accordance with the Patriot Act.

26.    Bail-In Recognition. Notwithstanding anything to the contrary in this Agreement or any Credit or in any other agreement, arrangement or understanding among the parties hereto, each party hereto acknowledges that any liability of any EEA Financial Institution arising under this Agreement or any Credit, except to the extent such liability is excluded under the Bail-In Legislation from the scope of any Bail-In Action, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

Very truly yours,

TERP Spanish HoldCo, S.L.

By: /s/ Ricardo Arias Sainz    

Date: 6 – March – 2018    

Acknowledged and agreed:

Natixis, New York Branch

Accompanied by the following documents marked X:

the opening of this credit is subject to the terms and conditions as set forth in the standby letter of credit agreement appearing on the reverse hereof to which we agree, and/or, if our continuing agreement is lodged with you, subject to the terms and provisions set forth therein.

TO: NATIXIS

In consideration of your opening at our request a standby letter of credit, the terms of which appear on the reverse hereof, we hereby agree with you as follows:

[___] (Entidad Avalista), con domicilio social en [___], entidad debidamente registrada en el Registro de Sociedades de [___], con el número [___], representada por [___], mayor de edad, con [documento nacional de identidad / pasaporte] número [___], y [___], mayor de edad, con [documento nacional de identidad / pasaporte], ambos con facultades suficientes para este acto en virtud de [Se incorporarán los detalles del apoderamiento],

ante la COMISIÓN NACIONAL DEL MERCADO DE VALORES y en beneficio de los accionistas de la sociedad SAETA YIELD, S.A. que acudan a la oferta pública de adquisición formulada por TERP Spanish Holdco, S.L., con domicilio social en calle Serrano, 21, Madrid, 28001 e inscrita en el Registro Mercantil de Madrid, al tomo 35.995, folio 9, sección 8, hoja M-646.732, inscripción 1ª (el Oferente), sobre las acciones de SAETA YIELD, S.A. (la Oferta), las obligaciones de pago del precio en efectivo asumidas por el Oferente en la Oferta, cuyos términos y condiciones se describen en el folleto explicativo presentado para su registro en la COMISIÓN NACIONAL DEL MERCADO DE VALORES, en cumplimiento de lo dispuesto en el Real Decreto 1066/2007, de 27 de julio, sobre el régimen de las ofertas públicas de adquisición de valores.

La cantidad máxima avalada por la Entidad Avalista es de [___] euros ([___]€).

El presente aval se otorga con carácter incondicional, irrevocable y solidario con respecto a las obligaciones de pago del Oferente derivadas de la Oferta y con renuncia expresa a los beneficios de excusión, orden y división.

El pago de las responsabilidades dimanantes de este aval se llevará a efecto en Madrid, a primer requerimiento de SOCIEDAD DE GESTIÓN DE LOS SISTEMAS DE REGISTRO, COMPENSACIÓN Y LIQUIDACIÓN DE VALORES, S.A. UNIPERSONAL (IBERCLEAR) o de la COMISIÓN NACIONAL DEL MERCADO DE VALORES, mediante requerimiento escrito dirigido a la Entidad Avalista en el siguiente domicilio [___]. Recibido el requerimiento de pago correspondiente, la Entidad Avalista procederá a efectuar el pago del importe correspondiente en la cuenta que el requirente haya designado, en el día hábil siguiente al de la recepción de dicho requerimiento. El presente aval permanecerá en vigor hasta el completo cumplimiento de las obligaciones de pago del Oferente derivadas de la Oferta o, en su caso, hasta la fecha en que la Oferta sea retirada, anulada o declarada sin efecto.

Este aval se rige por la ley española. La Entidad Avalista, con renuncia a cualquier otro fuero que pudiera corresponderle, se somete a los tribunales de la ciudad de Madrid para dirimir cualquier disputa o controversia que pudiese surgir en relación con la interpretación, alcance, cumplimiento, efectos y ejecución del presente aval.

El presente Aval ha sido inscrito en el Registro Especial de Avales con el número [___].

En [Lugar], a [día] de [mes] de [año].

P.p.                                     P.p.

___________________                        __________________

[Name]                                [Name]

[Position]                                [Position]

[___] (the Guarantor Entity), with registered office at [___], duly registered with the Companies Registry of [___], with number [___], represented by [___], of legal age, with [national identity card number / passport number] [___], and [___] of legal age, with [national identity number / passport number], both with sufficient powers pursuant to [Insert details of relevant powers of attorney].

before the COMISIÓN NACIONAL DEL MERCADO DE VALORES and for the benefit of the shareholders of SAETA YIELD, S.A. who accept the takeover offer launched by TERP Spanish Holdco S.L., with registered office at 21 calle Serrano, Madrid, 28001 and duly registered with the Companies Registry of Madrid, at book 35,995, volume 9, section 8, sheet M-646,732, entry 1 (the Bidder), over the shares in SAETA YIELD, S.A. (the Offer), the obligations assumed by the Bidder regarding the payment in cash of the consideration of the Offer, which terms and conditions are described in the Offer prospectus which has been filed for registration with the COMISIÓN NACIONAL DEL MERCADO DE VALORES, in accordance with the provisions of Royal Decree 1066/2007, of July 27, on public takeover bids for securities.

The maximum amount guaranteed by the Guarantor Entity is Euro [___] (€[___]).

This guarantee unconditionally, irrevocably and jointly and severally guarantees the payment obligations of the Bidder arising under the Offer, with express waiver of the benefits of ranking, priority and separation (excusión, orden y división).

Payment of the amounts payable under this guarantee will be made in Madrid on first demand for payment made by SOCIEDAD DE GESTIÓN DE LOS SISTEMAS DE REGISTRO, COMPENSACIÓN Y LIQUIDACIÓN DE VALORES, S.A. UNIPERSONAL (IBERCLEAR) or by the COMISIÓN NACIONAL DEL MERCADO DE VALORES, made in writing and addressed to the Guarantor Entity at the following address: [___]. Once the demand for payment is received, the Guarantor Entity will make the corresponding payment to the account indicated on the demand on the Business Day following receipt of the relevant payment demand.

This guarantee will remain in full force and effect until the payment obligations of the Bidder arising under the Offer have been discharged in full or, if applicable, until the date the Offer is withdrawn, annulled or declared as without effect.

This guarantee is governed by Spanish law. The Guarantor Entity, waiving the right to any other jurisdiction which it may be entitled to, submits to the jurisdiction of the courts of the city of Madrid to resolve any dispute or disagreement that could arise in relation to the interpretation, scope, performance, effect and enforcement of this guarantee.

This guarantee has been registered on the Special Registry of Guarantees with number [___].

In [Place], on [day] [Month] [year].

[Registered name of the Guarantor Entity]

By                                     By

___________________                        __________________

[Name]                                [Name]

[Position]                                [Position]