6.2
Collateral Identification; Special Collateral
16
6.3
Ownership of Collateral and Absence of Other Liens
17
6.4
Status of Security Interest
17
6.5
Goods and Receivables
17
6.6
Pledged Equity Interests, Investment Related Property
18
6.7
Intellectual Property
19
SECTION 7.
FURTHER ASSURANCES; ADDITIONAL GRANTORS
21
7.1
Further Assurances
21
7.2
Additional Grantors
22
SECTION 8.
COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT
22
8.1
Power of Attorney
22
8.2
No Duty on the Part of Collateral Agent or Secured Parties
23
8.3
Appointment Pursuant to Credit Agreement
23
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SECTION 9.
REMEDIES
24
9.1
Generally
24
9.2
Application of Proceeds
25
9.3
Sales on Credit
25
9.4
Investment Related Property
26
9.5
Grant of Intellectual Property License
26
9.6
Intellectual Property
26
9.7
Cash Proceeds; Deposit Accounts
28
SECTION 10.
COLLATERAL AGENT
28
SECTION 11.
CONTINUING SECURITY INTEREST; TRANSFER OF LOANS; RELEASE
29
SECTION 12.
STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM
30
SECTION 13.
MISCELLANEOUS
30
SCHEDULE 5.1 - GENERAL INFORMATION
SCHEDULE 5.2 - COLLATERAL IDENTIFICATION
SCHEDULE 5.4 - FINANCING STATEMENTS
SCHEDULE 5.5 - LOCATION OF EQUIPMENT AND INVENTORY
EXHIBIT A - PLEDGE SUPPLEMENT
EXHIBIT B - UNCERTIFICATED SECURITIES CONTROL AGREEMENT
EXHIBIT C - SECURITIES ACCOUNT CONTROL AGREEMENT
EXHIBIT D - DEPOSIT ACCOUNT CONTROL AGREEMENT
EXHIBIT E - TRADEMARK SECURITY AGREEMENT
EXHIBIT F - PATENT SECURITY AGREEMENT
EXHIBIT G - COPYRIGHT SECURITY AGREEMENT
ii
This PLEDGE AND SECURITY AGREEMENT, dated as of July 23, 2014 (as it may be
amended, restated, supplemented or otherwise modified from time to time, this
"Agreement"), between TERRAFORM POWER, LLC ("Holdings"), TERRAFORM POWER
OPERATING, LLC (the "Borrower") and each of the subsidiaries of Holdings or the
Borrower party hereto from time to time, whether as an original signatory hereto
or as an Additional Grantor (as herein defined) (each, a "Grantor"), and GOLDMAN
SACHS BANK USA, as collateral agent for the Secured Parties (as herein defined)
(in such capacity as collateral agent under the Credit Agreement (as defined
herein), together with its successors and permitted assigns, the "Collateral
Agent").
RECITALS:
WHEREAS, reference is made to that certain Credit and Guaranty Agreement, dated
as of July 23, 2014 (as it may be amended, supplemented or otherwise modified,
the "Credit Agreement"; the terms defined therein and not otherwise defined
herein being used herein as therein defined), by and among Borrower, Holdings,
certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto from
time to time, GOLDMAN SACHS BANK USA, as Administrative Agent and Collateral
Agent, and the other Persons party thereto;
WHEREAS, subject to the terms and conditions of the Credit Agreement certain
Grantors may enter into one or more Hedge Agreements with one or more Lender
Counterparties;
WHEREAS, in consideration of the extensions of credit and other accommodations
of Lenders and Lender Counterparties as set forth in the Credit Agreement and
the Hedge Agreements, respectively, each Grantor has agreed to secure such
Grantor's obligations under the Credit Documents and the Hedge Agreements as set
forth herein; and
NOW, THEREFORE, in consideration of the premises and the