JOINDER AND SECOND AMENDMENT TO CREDIT AND GUARANTY AGREEMENT
THIS JOINDER AND SECOND AMENDMENT TO CREDIT AND GUARANTY AGREEMENT, dated as of April 27, 2018 (this “Amendment”), by and among WELLS FARGO BANK, NATIONAL ASSOCIATION (the “New Lender”), TERRAFORM POWER OPERATING, LLC, a Delaware limited liability company (“Borrower”), TERRAFORM POWER, LLC, a Delaware limited liability company (“Holdings”), and CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, HSBC BANK USA, NATIONAL ASSOCIATION, as Administrative Agent and each Lender and Issuing Bank party hereto.
WHEREAS, reference is hereby made to the Credit and Guaranty Agreement, dated as of October 17, 2017 (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Holdings, Borrower, the subsidiaries of the Borrower party thereto, as guarantors, the Lenders and Issuing Banks party thereto from time to time, HSBC BANK USA, NATIONAL ASSOCIATION, as Administrative Agent and as Collateral Agent, and the other Persons
WHEREAS, subject to the terms and conditions of the Credit Agreement, at the request of the Borrower and with the consent of each Issuing Bank and the Administrative Agent, the New Lender hereby becomes a Lender and an Issuing Bank under the Credit Agreement; and
WHEREAS, Section 10.5 of the Credit Agreement provides that the Borrower, the Administrative Agent and the Requisite Lenders may amend the Credit Agreement as set forth herein.
NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:
Approval of Credit Documents. The New Lender (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and it is sophisticated with respect to decisions to make loans similar to those contemplated to be made hereunder and it is experienced in making loans of such type; (ii) agrees that it will, independently and without reliance upon Administrative Agent or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes Administrative Agent and Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to Administrative Agent and Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it is a Lender under the Credit Agreement and will perform in accordance with its terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.