unwritten oral agreements between the parties. This Agreement may be executed in
23
US PLEDGE AND SECURITY AGREEMENT (PATTERN REVOLVER)
one or more counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages
are physically attached to the same document. Delivery of an executed
counterpart to this Agreement by facsimile or electronic transmission shall be
as effective as delivery of a manually signed original.
THIS AGREEMENT, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ALL
CLAIMS AND CONTROVERSIES ARISING OUT OF THE SUBJECT MATTER HEREOF, WHETHER
SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE, SHALL BE GOVERNED BY, AND SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THAT WOULD RESULT IN THE
APPLICATION OF ANY OTHER LAW (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC
RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE
SECURITY INTEREST). THE TERMS AND CONDITIONS OF SECTION 10.16 (CONSENT TO
JURISDICTION) AND (WAIVER OF JURY TRIAL) OF THE CREDIT AGREEMENT SHALL BE
INCORPORATED INTO THIS AGREEMENT, MUTATIS MUTANDIS, AS IF SET FORTH HEREIN, AND
SUCH INCORPORATION SHALL SURVIVE ANY TERMINATION OF THE CREDIT AGREEMENT.
[Signature page follows]
24
US PLEDGE AND SECURITY AGREEMENT (PATTERN REVOLVER)
IN WITNESS WHEREOF, each Grantor and the Collateral Agent have caused this
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.
PATTERN US FINANCE COMPANY LLC,
as a Grantor
By:
Name:
Title:
PATTERN GULF WIND EQUITY LLC,
as a Grantor
By:
Name:
Title:
NEVADA WIND HOLDINGS LLC,
as a Grantor
By:
Name:
Title:
SANTA ISABEL HOLDINGS LLC,
as a Grantor
By:
Name:
Title:
HATCHET RIDGE HOLDINGS LLC,
as a Grantor
By:
Name:
Title:
[Signature Page to Second Amended and Restated Pledge and Security Agreement]
OCOTILLO WIND HOLDINGS LLC,
as a Grantor
By:
Name:
Title:
PANHANDLE WIND HOLDINGS LLC,
as a Grantor
By:
Name:
Title:
PANHANDLE B MEMBER 2 LLC,
as a Grantor
By:
Name:
Title:
LOST CREEK WIND FINCO, LLC, as a Grantor
By:
Name:
Title:
LINCOLN COUNTY WIND PROJECT HOLDCO, LLC,
as a Grantor
By:
Name:
Title:
[Signature Page to Second Amended and Restated Pledge and Security Agreement]
LOGAN'S GAP B MEMBER LLC,
as a Grantor
By:
Name:
Title:
FOWLER RIDGE IV B MEMBER LLC,
as a Grantor
By:
Name:
Title:
BROADVIEW FINCO PLEDGOR LLC,
as a Grantor
By:
Name:
Title:
[Signature Page to Second Amended and Restated Pledge and Security Agreement]
ROYAL BANK OF CANADA,
as Collateral Agent
By:
Name:
Title:
[Signature Page to Second Amended and Restated Pledge and Security Agreement]
ANNEX C
(separately attached)
SECOND AMENDED AND RESTATED CANADA PLEDGE AND SECURITY AGREEMENT
dated as of November 21,