8-K

SUNEDISON INC.

Date: January 13, 2016

/s/ Martin H. Truong

Martin H. Truong

Senior Vice President, General Counsel and

Corporate Secretary

Date of Report (date of earliest event reported): January 13, 2016 (January 11, 2016)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

On January 11, 2016, in connection with the Exchange Transactions (as defined below), SunEdison, Inc. (the “Company,” “we” or “our”) issued $225,000,000 aggregate principal amount of new 5% senior secured convertible notes due 2018 (the “New Notes”) under an indenture, dated as of January 11, 2016 (the “Indenture”), among the Company, the Guarantors (as defined below) and Wilmington Trust, National Association, as trustee (the “Trustee”). The Company offered and sold the New Notes in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The New Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

The New Notes will bear interest at a rate of 5.000% per year, payable semiannually in arrears in cash on July 2 and January 2 of each year or, if any such day is not a business day, the immediately following business day, beginning on July 2, 2016. The New Notes are our and the Guarantors’ senior secured obligations and:

Holders may surrender all or any portion of their New Notes for conversion at any time until the close of business on the business day immediately preceding April 2, 2018 only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending March 31, 2016 if the closing sale price of our common stock, for at least 20 trading days (whether or not consecutive) in the period of 30 consecutive trading days ending on the last trading day of the calendar quarter immediately preceding the calendar quarter in which the conversion occurs, is more than 120% of the conversion price of the New Notes in effect on each applicable trading day; (2) during the five consecutive business day period following any 10 consecutive trading-day period in which the trading price for New Notes for each such trading day is less than 98% of the closing sale price of our common stock on such trading day multiplied by the applicable conversion rate on such trading day; or (3) upon the occurrence of specified corporate events described in the Indenture. On and after April 2, 2018, until the close of business on the second scheduled trading day immediately prior to the applicable stated maturity date, holders may surrender all or any portion of their New Notes for conversion regardless of the foregoing conditions.

Upon conversion we will pay cash, and if applicable, deliver shares of our common stock, based on a “Daily Conversion Value” calculated on a proportionate basis for each “VWAP Trading Day” (each as defined in the Indenture) of the relevant 25 VWAP Trading Day observation period. The initial conversion rate for the New Notes will be 133.3333 shares of common stock per $1,000 in principal amount of New Notes, equivalent to an initial conversion price of approximately $7.50 per share of common stock. The conversion rate will be subject to adjustment in certain circumstances.

Subject to certain exceptions, holders may require the Company to repurchase, for cash, all or part of their notes upon a “Fundamental Change” (as defined in the Indentures) at a price equal to 100% of the principal amount of the New Notes being repurchased plus any accrued and unpaid interest up to, but excluding, the “Fundamental Change Purchase Date” (as defined in the Indenture). In addition, upon a “Make-Whole Fundamental Change” (as defined in the Indenture) prior to the maturity date of the New Notes, we will, in some cases, increase the conversion rate for a holder that elects to convert its New Notes in connection with such Make-Whole Fundamental Change. The Company may not redeem the New Notes prior to maturity.

The Indenture also provides that, subject to certain exceptions, to the extent that the Company is required to make a mandatory prepayment under the Second Lien Credit Facility, holders may require the Company to repurchase, for cash, their New Notes in an amount equal to the pro rata portion of the aggregate amount of such mandatory prepayment amount, at a price equal to 100% of the principal amount of the New Notes being repurchased plus (i) any premium payable under the Second Lien Credit Facility in connection with the applicable mandatory prepayment and (ii) any accrued and unpaid interest up to, but excluding, the repurchase date.

The Indenture contains certain covenants with respect to additional guarantees, additional collateral and limitations on the ability of the Company to incur or refinance first lien indebtedness, and other customary covenants. The Indenture also contains customary events of default after which the New Notes may be due and payable immediately. Such events of default include, without limitation, the following: failure to pay interest on any note when due and such failure continues for 30 days; failure to pay any principal of any New Note when due and payable at maturity, upon required repurchase, upon acceleration or otherwise; failure to comply with our obligation to convert the New Notes into cash, our common stock or a combination of cash and our common stock, as applicable, upon exercise of a holder’s conversion right and such failure continues for 5 business days; failure by us to provide timely notice of a fundamental change, make-whole fundamental change or certain distributions; failure by us or the Guarantors to comply with our obligations to provide additional guarantees, additional collateral and failure in performance or breach of any covenant or agreement otherwise agreed by us under the Indenture (other than those described above in this paragraph); failure to pay any indebtedness borrowed by us, the Guarantors or our subsidiaries (other than immaterial or non-recourse subsidiaries) in an outstanding principal amount in excess of $50 million; failure by us, the Guarantors or our subsidiaries (other than immaterial or non-recourse subsidiaries) to pay, bond or otherwise discharge any judgments or orders in excess of $50 million within 30 days of the entry of such judgment; any event of default under the Second Lien Credit Facility; and certain events in bankruptcy, insolvency or reorganization of the Company, the Guarantors or our subsidiaries (other than immaterial or non-recourse subsidiaries).

On January 11, 2016, the Company entered into the Second Lien Credit Agreement (the “Second Lien Credit Facility”) among the Company, as borrower, the Guarantors, each lender from time to time party thereto, Deutsche Bank AG New York Branch, as administrative agent, Deutsche Bank Securities Inc., Barclays Bank PLC, Macquarie Capital (USA) Inc. and KeyBanc Capital Markets Inc., as joint lead arrangers and joint bookrunners and Deutsche Bank Securities Inc., as sole syndication agent and as sole documentation agent, in a principal amount of up to $725,000,000 of term loans, consisting of $500,000,000 aggregate principal amount of Tranche A-1 Term Loans and $225,000,000 aggregate principal amount of Tranche A-2 Term Loans. Loans under the Second Lien Credit Facility will bear interest at a rate of LIBOR + 10.0% per annum or a specified base rate + 9.0% per annum and will mature on July 2, 2018. Loans under the Second Lien Credit Facility are non-callable for one year, and certain prepayments during the second year of the facility will be subject to a prepayment price of 105% of the principal amount of loans so paid. The net proceeds from the Second Lien Credit Facility have been or will be used to repay all of the approximately $170 million of outstanding indebtedness under the Company’s existing second lien credit facility, interest, transaction costs, and for general corporate purposes.

The Second Lien Credit Facility contain customary affirmative and negative covenants, representations and warranties and events of default, including covenants relating to the incurrence of indebtedness and liens, the making of restricted payments and investments, fundamental changes, asset dispositions, transactions with affiliates and the prepayment or amendment of indebtedness.

Each of the Company’s existing and future domestic subsidiaries that guarantees its obligations under the Company’s existing first lien letter of credit facility (the “Guarantors”) will guarantee the loans under the Second Lien Credit Facility and the New Notes, subject to certain exceptions. Loans under the Second Lien Credit Facility and the New Notes will also be secured on a second lien basis by substantially the same collateral that secures the Company’s existing first lien letter of credit facility.

Concurrently with the Company’s entry into the Second Lien Credit Facility and the Indenture, and in connection with the granting of security interests in the collateral, the Company entered into (i) an Intercreditor Agreement, dated as of January 11, 2016 (the “Intercreditor Agreement”), among the Company, Wilmington Trust, National Association, as collateral trustee for the second lien obligations, and Wells Fargo Bank, National Association, as first lien administrative agent in respect of the Company’s first lien letter of credit facility, (ii) the Collateral Trust Agreement, dated as of January 11, 2016 (the “Collateral Trust Agreement”), among the Company, the Guarantors, Deutsche Bank AG (New York Branch), as administrative agent under the Second Lien Credit Facility, and Wilmington Trust, National Association in its capacities as trustee under the Indenture and collateral trustee in respect of the second lien obligations and (iii) the Second Lien Security and Pledge Agreement, dated as of January 11, 2016 (the “Security Agreement”), among the Company, the Guarantors and Wilmington Trust, National Association, in its capacity as collateral trustee.

The Intercreditor Agreement governs the relative rights and priorities of the secured parties in respect of liens on the Company’s and the Guarantors’ assets securing the Company’s first lien letter of credit facility, the Second Lien Credit Facility and the New Notes, and certain other matters relating to the administration of such liens. The Collateral Trust Agreement and the Security Agreement provide for, among other things, the pledging of the assets of the Company and the Guarantors to secure the New Notes and the Second Lien Credit Facility and govern certain obligations of the Company, the Guarantors and the collateral trustee in connection therewith.

In connection with the Company’s entry into the Second Lien Credit Facility and the Indenture, it also entered into Amendment No. 9 to its existing first lien credit agreement (the “Amendment”), among the Company, the Guarantors and the lenders party thereto. The Amendment permitted the Company and the Guarantors to enter into the Second Lien Credit Facility and the Indenture and to effect the related transactions, and also included certain ancillary amendments agreed to by the parties, including relating to the utilization of letters of credit.

The foregoing descriptions of the Indenture, the Second Lien Credit Facility, the Intercreditor Agreement, the Collateral Trust Agreement, the Security Agreement and the Amendment do not purport to be complete and are qualified in their entirety by reference to the actual agreements attached hereto as Exhibits 4.1, 10.1, 10.2, 10.3, 10.4 and 10.5, respectively, and incorporated herein by reference.

The information set forth in Item 1.01 under the heading “Indenture” and “Second Lien Credit Facility” is incorporated herein by reference into this Item 2.03

Shares Issued in Exchange Transactions and in connection with Warrant Exercise

As previously disclosed in our Current Report on Form 8-K filed with the Securities and Exchange Commission on January 7, 2016, the Company entered into a series of exchange agreements with certain holders of its (i) 2.0% Convertible Senior Notes due 2018, (ii) 0.25% Convertible Senior Notes due 2020, (iii) 2.75% Convertible Senior Notes due 2021, (iv) 2.375% Convertible Senior Notes due 2022, (v) 2.625% Convertible Senior Notes due 2023, (vi) 3.375% Convertible Senior Notes due 2025 (collectively, the “Existing Convertible Notes”) and (vii) 6.75% Series A Perpetual Convertible Preferred Stock (the “Preferred Stock”) pursuant to which the Company agreed to issue in exchange for Existing Convertible Notes and Preferred Stock, New Notes and common stock as set forth below (the “Exchange Transactions”). In addition, as previously disclosed, in connection with its entry into the Second Lien Credit Facility, the Company issued the lenders thereunder approximately 28.7 million warrants (the “Warrants”) exercisable for shares on a 1:1 basis at an exercise price of $0.01 per warrant. The Exchange Transactions closed on January 11, 2016, other than in respect of approximately 3.7 million shares which closed on the date hereof.

In addition, the Company has issued $225 million aggregate principal amount of the New Notes (as described above) in exchange for approximately $335.9 million aggregate principal amount of the Existing Convertible Notes, representing all of the New Notes issuable in the Exchange Transactions. The resale of all of the shares (i) issued in the Exchange Transactions, (ii) issued upon exercise of the Warrants and (iii) issuable upon conversion of the New Notes has been registered by the Company under the Securities Act pursuant to the Company’s previously disclosed obligations under a registration rights agreement entered into in connection with the Exchange Transactions.

As described in Item 1.01 of this Report, which is incorporated herein by reference, the Company sold $225 million aggregate principal amount of New Notes in a private placement in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The New Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. As described above, substantially all of the shares of common stock issuable upon conversion of the Convertible Notes have been registered for resale under the Securities Act. The New Notes are convertible into cash, shares of the Company’s common stock, or a combination thereof, as described in this Report. The maximum number of shares issuable upon conversion of the New Notes is 39,752,640, subject to customary anti-dilution adjustments.

In connection with the transactions described above, the Company has posted on its website at www.sunedison.com certain information in respect of the dilutive impact of such transactions. In accordance with General Instruction B.2 of Form 8-K, the information contained herein is deemed to be “furnished” and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INDENTURE, dated as of January 11, 2016, among SunEdison, Inc., a Delaware corporation, as issuer (the “Company”), the Guarantors (as defined herein) party hereto, and Wilmington Trust, National Association, as trustee, conversion agent, registrar, bid solicitation agent and paying agent (in such capacities, the “Trustee”, “Conversion Agent”, “Registrar”, “Bid Solicitation Agent” and “Paying Agent”, respectively).

WHEREAS, each of the Company and the Guarantors has duly authorized the creation of an issue of the Company’s 5% Guaranteed Convertible Senior Secured Notes due 2018 (the “Notes”), having the terms, tenor, amount and other provisions hereinafter set forth, and, to provide therefor, has duly authorized the execution and delivery of this Indenture;

WHEREAS, all things necessary to make the Notes, when duly executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the legal, valid and binding obligations of the Company, in accordance with the terms of the Notes and this Indenture, have been done and performed, and the execution of this Indenture and the issue hereunder of the Notes have in all respects been duly authorized by each of the Company and the Guarantors, as the case may be;

WHEREAS, the Company has agreed to secure all of its Obligations by granting the Collateral Trustee, for the benefit of the Holders (as hereinafter defined), a second priority lien on substantially all of its assets, including, to the extent required by the Collateral Documents, a pledge of all the Equity Interests of each of its Domestic Subsidiaries and sixty-five percent (65%) of the Equity Interests of each of its First-Tier Foreign Subsidiaries; and

WHEREAS, the Notes and the Guarantee of each Guarantor will be secured by each Guarantor granting to the Collateral Trustee, for the benefit of the Holders, a second priority lien on substantially all of such Guarantor’s respective assets, including, to the extent required by this Indenture and the Collateral Documents, a pledge of all the Equity Interests on each of such Guarantor’s respective Domestic Subsidiaries and sixty-five percent (65%) of the Equity Interests of each of such Guarantor’s respective First-Tier Foreign Subsidiaries.

NOW, THEREFORE, THIS INDENTURE WITNESSETH, for and in consideration of the premises and the purchases of the Notes by the Holders thereof, it is mutually agreed, for the benefit of each other and the equal and proportionate benefit of all Holders, as follows:

Section 1.01 Definitions and References. The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01. The words “herein”, “hereof”, “hereunder” and words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other Subdivision. The word “or” is not exclusive and the word “including” means including without limitation. The terms defined in this Article include the plural as well as the singular. References to any Article, Section, Schedule or Exhibit are to this Indenture except as herein otherwise expressly provided.

“Act of Required Pari Passu Lien Secured Parties” has the meaning specified in the Collateral Trust Agreement.

“Additional Interest” means all amounts, if any, payable by the Company pursuant to Section 5.08 or Section 6.03, as applicable.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agent” means any Paying Agent, Registrar, Conversion Agent or any other agent appointed pursuant to this Indenture.

“Aggregate Mandatory Prepayment Amount” has the meaning set forth in Section 3.10.

“Applicable Procedures” means, with respect to any matter at any time, the policies and procedures of a Depositary, if any, that are applicable to such matter at such time.

“Authenticating Agent” means any Person authorized by the Trustee to act on behalf of the Trustee to authenticate Notes.

“Bid Solicitation Agent” means, initially, the Trustee, or any agent the Company may appoint in the future (which may be the Company) to solicit market bid quotations for the Notes as may be required pursuant to Section 4.01(b)(ii).

“Board of Directors” means, with respect to a Person, either the board of directors of the Person or any duly authorized committee of that board. Unless otherwise indicated, “Board of Directors” means the Board of Directors of the Company.

“Board Resolution” when used with reference to the Company means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Business Day” means any day other than a Saturday, a Sunday or a day on which state or federally chartered banking institutions in New York, New York are not required to be open.

“Capital Stock” means, for any Person, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) the equity of such Person, but excluding any debt securities convertible into such equity.

“Change in Control” means an event that will be deemed to have occurred at the time, after the first date of original issuance for the Notes, any of the following occurs:

(1) any “person” or “group” (within the meaning of Section 13(d) of the Exchange Act), other than the Company or its Subsidiaries, or the Company’s or its Subsidiaries’ employee benefit plans, files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of the Company’s Common Equity representing 50% or more of the total voting power of the Company’s Common Equity, or has the power, directly or indirectly, to elect a majority of the members of the Company’s board of directors;

(2) the Company consolidates with, enters into a binding share exchange, merger or similar transaction with or into another person other than one or more of its subsidiaries or Company sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of the consolidated assets of the Company, or any Person consolidates with, or merges with or into, the Company; provided, that any merger, binding share exchange, consolidation or similar transaction pursuant to which the Persons that “beneficially owned,” (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly, the Company’s Common Equity immediately prior to such transaction “beneficially own,” (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly, the Common Equity representing at least a majority of the total voting power of all outstanding classes of the Common Equity of the surviving or transferee Person and such holders’ proportional voting power immediately after such transaction vis-à-vis each other with respect to the securities they receive in such transaction will be in substantially the same proportions as their respective voting power vis-à-vis each other immediately prior to such transaction will not constitute a “Change in Control”;

(3) the holders of the Company’s Capital Stock approve any plan or proposal for the liquidation or dissolution of the Company (whether or not otherwise in compliance with this Indenture); or

(4) the occurrence of any “Change of Control” as defined in the Credit Agreement as in effect on the Issue Date.

If any transaction in which the Common Stock is replaced by the Reference Property comprised of securities of another entity occurs, following completion of any related Make-Whole Fundamental Change Period and any related Fundamental Change Purchase Date, references to the Company in this definition of “Change in Control” will apply to such other entity instead.

“Closing Sale Price” of the Common Stock for any day means the closing sale price per share (or, if no closing sale price is reported, the average of the last bid and last ask prices or, if more than one in either case, the average of the average last bid and the average last ask prices) at 4:00 p.m. New York City time on that day as reported in composite transactions for the Exchange, or if the Common Stock is not listed on the Exchange, the principal U.S. national or regional securities exchange on which the Common Stock is listed for trading or, if the Common Stock is not listed on a U.S. national or regional securities exchange, as reported by OTC Markets Group Inc. at 4:00 p.m. New York City time on such date (or, in either case, the then-standard closing time for regular trading on the relevant exchange or trading system). If the closing sale price of the Common Stock is not so reported, the “Closing Sale Price” will be the average of the mid-point of the last bid and last ask prices for the Common Stock on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Company for this purpose.

“Collateral” means, collectively, all property of the Company, any Subsidiary or any other Person in which the Collateral Trustee or any Holder is granted a Lien under any Collateral Document as security for all or any portion of the Obligations or any other obligation arising under any Note Document.

“Collateral Documents” means, collectively, the Pledge and Security Agreement, the Mortgages, the Intercreditor Agreement, the Collateral Trust Agreement, any other intercreditor agreement entered into by the Trustee or Collateral Trustee, as applicable, under and in accordance with this Indenture, and all other agreements (including control agreements), instruments and other documents, whether now existing or hereafter in effect, pursuant to which the Company, any Subsidiary or other Person shall grant or convey to the Trustee or Collateral Trustee, as applicable, a Lien in (or perfect such Lien in), or any other Person shall acknowledge any such Lien in, property as security for all or any portion of the Obligations or any other obligation under any Note Document.

“Collateral Trust Agreement” means that certain Collateral Trust Agreement, dated as of January 11, 2016, by and among the First Lien Agent (as defined in the Credit Agreement), the Trustee in its capacity as representative of the Holders, the Company, the Guarantors party thereto from time to time and the Collateral Trustee, as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof.

“Collateral Trustee” means Wilmington Trust, National Association, acting solely in its capacity as collateral trustee pursuant to the Collateral Documents, or any successor thereto.

“Commission” means the U.S. Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

“Common Equity” of any Person means the Capital Stock of such Person that is generally entitled (a) to vote in the election of directors of such Person or (b) if such Person is not a corporation, to vote or otherwise participate in the selection of the governing body, partners, managers or others that will control the management or policies of such Person.

“Common Stock” means the shares of common stock, par value $0.01 per share, of the Company authorized at the date of this instrument as originally executed or shares of any class or classes of common stock resulting from any reclassification or reclassifications thereof; provided, however, that if at any time there shall be more than one such resulting class, the shares so issuable on conversion of Notes shall include shares of all such classes, and the shares of each such class then so issuable shall be substantially in the proportion which the total number of shares of such class resulting from all such reclassifications bears to the total number of shares of all such classes resulting from all such reclassifications.

“common stock” includes any stock of any class of Capital Stock which has no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding up of the issuer thereof and which is not subject to redemption by the issuer thereof.

“Company” has the meaning specified in the first paragraph of this Indenture, and subject to the provisions of Article 9, shall include its successors and assigns.

“Company Order” means a written request or order signed in the name of the Company by one of its Officers, and delivered to the Trustee.

“Conversion Period” means, with respect to any Note surrendered for conversion, (i) if the relevant Conversion Date occurs prior to the 30th Scheduled Trading Day immediately preceding the Maturity Date, the 25 consecutive VWAP Trading Day period beginning on, and including, the third VWAP Trading Day immediately following such Conversion Date; and (ii) if the relevant Conversion Date occurs on or after the 30th Scheduled Trading Day immediately preceding the Maturity Date, the 25 consecutive VWAP Trading Day period beginning on, and including, the 27th Scheduled Trading Day immediately preceding the Maturity Date.

“Conversion Price” means, in respect of each Note, as of any date, $1,000 divided by the Conversion Rate in effect on such date.

“Conversion Rate” means initially 133.3333 shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment as set forth herein.

“Corporate Trust Office” means, with respect to the office of the Trustee, the designated corporate trust office of the Trustee, at which at any particular time its corporate trust business shall be principally administered, which office at the date hereof is located at 1100 North Market Street, Wilmington, Delaware 19890, Attn: SunEdison, Inc. 5% Guaranteed Convertible Senior Secured Notes Administrator, or such other address in the continental United States as the Trustee may designate from time to time by notice to the Holders and the Company, or the corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders and the Company).

“corporation” means a corporation, association, joint stock company, limited liability company or business trust.

“Credit Agreement” means the Second Lien Credit Agreement dated as of January 11, 2016, among the Company, as borrower, each lender from time to time party thereto, Deutsche Bank AG New York Branch, as administrative agent, Deutsche Bank Securities Inc., Barclays Bank PLC, Macquarie Capital (USA) Inc. and KeyBanc Capital Markets Inc., as joint lead arrangers and joint bookrunners and Deutsche Bank Securities Inc., as sole syndication agent and as sole documentation agent (as the same may be amended, restated, supplemented, renewed, refunded, restructured, replaced, refinanced in whole or in part, or otherwise modified from time to time).

“Credit Agreement Mandatory Prepayment” means the mandatory prepayments required to be made pursuant to the Credit Agreement.

“Credit Agreement Mandatory Prepayment Notice” has the meaning set forth in Section 3.10.

“Credit Agreement Mandatory Prepayment Purchase Date” has the meaning set forth in Section 3.10.

“Custodian” means the Trustee, as custodian for the Depositary with respect to the Notes (so long as the Notes constitute Global Notes), or any successor entity.

“Daily Conversion Value” means, for each VWAP Trading Day during any Conversion Period, one-twenty-fifth (1/25th) of the product of (i) the Conversion Rate in effect on such VWAP Trading Day and (ii) the Daily VWAP on such VWAP Trading Day.

“Daily Measurement Value” means, for any conversion of Notes, the applicable Specified Dollar Amount divided by 25.

“Daily Net Share Settlement Number” means, for each $1,000 principal amount of Notes surrendered for conversion, for each of the 25 consecutive VWAP Trading Days during the Conversion Period, a number of shares of Common Stock equal to (A) the difference between the Daily Conversion Value for such VWAP Trading Day and the Daily Measurement Value, divided by (B) the Daily VWAP for such VWAP Trading Day

“Daily Settlement Amount” for each $1,000 principal amount of Notes surrendered for conversion, for each of the 25 consecutive VWAP Trading Days during the Conversion Period, will consist of: (i) if the Daily Conversion Value for such VWAP Trading Day exceeds the Daily Measurement Value, (x) a cash payment equal to the Daily Measurement Value; and (y) a number of shares of Common Stock equal to the Daily Net Share Settlement Number for such VWAP Trading Day; or (ii) if the Daily Conversion Value for such VWAP Trading Day is less than or equal to the Daily Measurement Value, a cash payment equal to the Daily Conversion Value.

“Daily VWAP” for the Common Stock (or any security that is part of the Reference Property), in respect of any VWAP Trading Day, means the per share volume-weighted average price of the Common Stock (or other security) as displayed under the heading “Bloomberg VWAP” on Bloomberg Page SUNE.N Equity AQR (or its equivalent successor if such page is not available, or the Bloomberg Page for any security that is part of the Reference Property, if applicable) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such VWAP Trading Day or, if such volume-weighted average price is unavailable (or the Reference Property is not a security), the market value of one share of the Common Stock (or other Reference Property) on such VWAP Trading Day as determined in good faith by the Board of Directors or a duly authorized committee thereof in a commercially reasonable manner, using a volume-weighted average price method (unless the Reference Property is not a security). The “Daily VWAP” will be determined without regard to after-hours trading or any other trading outside the regular trading session.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Depositary” means, with respect to the Notes issuable or issued in the form of a Global Note, the Person designated as Depositary by the Company until a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Depositary” shall mean or include each Person who is then a Depositary hereunder. The Company has appointed The Depository Trust Company as the initial Depositary for the Notes.

“Dollar” or “$” means a dollar or other equivalent unit in such coin or currency of the U.S. that is legal tender for the payment of public and private debts at the time of payment.

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of any political subdivision of the United States.

“Effective Date” means, with respect to a Fundamental Change or a Make-Whole Fundamental Change, as applicable, the date such Fundamental Change or Make-Whole Fundamental Change occurs or becomes effective.

“Equity Interests” means with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination; provided that none of the 2018 Convertible Senior Notes (as defined in the Credit Agreement), the 2021 Convertible Senior Notes (as defined in the Credit Agreement), the 2020 Convertible Senior Notes (as defined in the Credit Agreement), the 2022 Convertible Senior Notes (as defined in the Credit Agreement), the 2023 Convertible Senior Notes (as defined in the Credit Agreement), the 2025 Convertible Senior Notes (as defined in the Credit Agreement), the Apollo Permitted Seller Notes (as defined in the Credit Agreement), the Second Lien Convertible Notes (as defined in the Credit Agreement), any Permitted Refinancing Convertible Bond Indebtedness (as defined in the Credit Agreement) or any Second Lien Convertible Refinancing Debt (as defined in the Credit Agreement) of the Company shall constitute an Equity Interest by virtue of being convertible into capital stock of the Company. For the avoidance of doubt, incentive distribution rights are Equity Interests.

“Ex-Dividend Date” means, except to the extent otherwise provided under Section 4.04(c), the first date on which the shares of Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance, dividend or distribution in question, from the Company or, if applicable, from the seller of the Common Stock on such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“First Lien Agent” shall mean the “Administrative Agent” as defined in the First Lien Credit Agreement.

“First Lien Credit Agreement” has the meaning set forth in the Credit Agreement as in effect on the Issue Date.

“First Lien Refinancing Debt” has the meaning set forth in Section 5.18.

“First-Tier Foreign Subsidiary” means a Foreign Subsidiary whose Equity Interests are owned directly, in whole or in part, by the Company or a Domestic Subsidiary.

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“Form of Assignment and Transfer” means the “Form of Assignment and Transfer” attached as Attachment 3 to the Form of Note attached hereto as Exhibit A.

“Form of Fundamental Change Purchase Notice” means the “Form of Fundamental Change Purchase Notice” attached as Attachment 2 to the Form of Note attached hereto as Exhibit A.

“Form of Notice of Conversion” means the “Form of Notice of Conversion” attached as Attachment 1 to the Form of Note attached hereto as Exhibit A.

“Free Trade Date” means the date that is one year after the Last Original Issuance Date.

“Free Transferability Certificate” means a certificate substantially in the form attached hereto as Exhibit B.

“Freely Tradable” means, with respect to any Notes, that such Notes are eligible to be sold by a Person who is not an affiliate of the Company (within the meaning of Rule 144) and has not been an affiliate of the Company (within the meaning of Rule 144) during the immediately preceding 90 days without any volume or manner of sale restrictions under the Securities Act.

“Fundamental Change” means the occurrence of a Change in Control or a Termination of Trading.

“Fundamental Change Company Notice” has the meaning specified in Section 3.02(a).

“Fundamental Change Expiration Time” has the meaning specified in Section 3.03(a)(i).

“Fundamental Change Purchase Date” has the meaning specified in Section 3.01.

“Fundamental Change Purchase Notice” has the meaning specified in Section 3.03(a)(i).

“Fundamental Change Purchase Price” has the meaning specified in Section 3.01.

“Global Note” means a Note evidencing all or part of a series of Notes, issued to the Depositary for such series or its nominee, and registered in the name of such Depositary or nominee.

“Guarantee” means the guarantee of each Guarantor set forth in Article 13.

“Guarantors” means, (i) as of the date hereof, each Subsidiary that is named on the signature pages hereto (including SUNE ML 1, LLC) or (ii) in the future, any subsequently acquired or organized domestic direct and indirect Subsidiary that is required to become a Guarantor in accordance with Section 5.16 hereof, in each case unless and until such Subsidiary ceases to be a Guarantor in accordance with Section 13.03 hereof. Notwithstanding the foregoing, all Subsidiaries of the Company that now or in the future guarantee the Credit Agreement shall be Guarantors.

“Holder” means the Person in whose name a Note is registered in the Register.

“Immaterial Subsidiary” means, as of any date, any Subsidiary (i) whose total assets, together with the assets of all other Subsidiaries that are Immaterial Subsidiaries, as of that date, are less than $75,000,000, and (ii) whose total revenues, together with the revenues of all other Subsidiaries that are Immaterial Subsidiaries, for the most recently ended 12-month period, are less than $75,000,000.

“Indebtedness” has the meaning set forth in the Credit Agreement as in effect on the Issue Date.

“Indenture” means this Indenture as amended or supplemented from time to time.

“Intercreditor Agreement” means that certain Intercreditor Agreement, dated as of January 11, 2016, by and among the First Lien Agent (as defined in the Credit Agreement) and the Collateral Trustee, as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof.

“Interest Payment Date” means, with respect to the payment of interest on the Notes, each January 2 and July 2 of each year, beginning on July 2, 2016.

“Issue Date” means, with respect to any Notes, the date the Notes are originally issued as set forth on the face of the Notes under this Indenture.

“Last Original Issuance Date” means the last date of original issuance of the Notes.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

“Make-Whole Fundamental Change” means any Change in Control (determined after giving effect to any exceptions or exclusions from the definition of “Change in Control” but without giving effect to the proviso in clause (2) of the definition thereof).

“Make-Whole Fundamental Change Period” has the meaning specified in Section 4.06(a).

“Market Disruption Event” means, if the Common Stock is listed for trading on the Exchange or listed on another U.S. national or regional securities exchange, the occurrence or existence during the one-half hour period ending on the scheduled close of trading on any Scheduled Trading Day of any material suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the stock exchange or otherwise) in the Common Stock or in any options, contracts or futures contracts relating to the Common Stock.

“Material Subsidiary” means, as of any date, any Subsidiary that is not an Immaterial Subsidiary. For the avoidance of doubt, all Guarantors are Material Subsidiaries.

“Mortgage” means any mortgage, charge, hypothec, deed of trust, deed to secure debt or other agreement which conveys or evidences a Lien in favor of the Collateral Trustee, for the benefit of the Secured Parties, on real property (or any interest in real property) of the Company or any Guarantor, including any amendment, modification, restatement, replacement and/or supplement thereto or thereof.

“Non-Affiliate Legend” has the meaning specified in the Form of Note attached hereto as Exhibit A.

“Non-Recourse Subsidiary” has the meaning set forth in the Credit Agreement as in effect on the Issue Date.

“Note” or “Notes” has the meaning specified in the first paragraph of the Recitals of this Indenture.

“Note Documents” means this Indenture, the Notes, the Guarantee, the Collateral Documents and any other document, instrument or agreement executed and delivered pursuant to any of the foregoing.

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, the Company and the Guarantors arising under any Note Document or otherwise with respect to any Note, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against the Company or any Guarantor or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

“Officer” or “officer” shall mean, the Chairman of the Board of Directors, the Chief Executive Officer, the President, a Vice President (whether or not designated by a number or word or words added before or after the title “Vice President”) or any Director of the Company.

“Officer’s Certificate” means a certificate signed by an Officer of the Company and delivered to the Trustee.

“Opinion of Counsel” means a written opinion of counsel, who may be an employee of, or counsel for, the Company or a Guarantor or an Affiliate of the Company or a Guarantor, who is reasonably satisfactory to the Trustee.

“Other Pari Passu Lien Debt” has the meaning set forth in the Collateral Trust Agreement as in effect on the Issue Date.

“Outstanding” means, with respect to the Notes, any Notes authenticated by the Trustee except (i) Notes cancelled by it, (ii) Notes delivered to it for cancellation and (iii)(A) Notes replaced pursuant to Section 2.09 hereof, on and after the time such Note is replaced (unless the Trustee and the Company receive proof satisfactory to them that such Note is held by a protected purchaser), (B) Notes converted pursuant to Article 4 hereof, on and after their Conversion Date, (C) any and all Notes, the principal of which has become due and payable as of the Maturity Date, on a Fundamental Change Purchase Date or otherwise and in respect of which the Paying Agent is holding, in accordance with this Indenture, money sufficient to pay all of the Notes then payable, and (D) any and all Notes owned by the Company, a Guarantor or any other obligor upon the Notes or any Affiliate of the Company, a Guarantor or of such other obligor. In determining whether the Holders of the required principal amount of Notes have concurred in any request, demand, authorization, direction, notice, consent or waiver, Notes owned by the Company or any other obligor upon the Notes or any Affiliate of the Company will be considered as though not Outstanding, except that in determining whether the Trustee shall be protected in relying upon any request, demand, authorization, direction, notice, consent or waiver, only such Notes which a Responsible Officer of the Trustee actually knows to be so owned shall be disregarded.

“Pari Passu Lien Documents” has the meaning specified in the Collateral Trust Agreement.

“Pari Passu Lien Obligations” has the meaning specified in the Collateral Trust Agreement.

“Pari Passu Lien Representative” has the meaning specified in the Collateral Trust Agreement.

“Paying Agent” means, initially, the Trustee or any Person authorized by the Company in the future to pay the principal amount of, any premium on, interest on, or the Fundamental Change Purchase Price of any Notes on behalf of the Company.

“Permitted Exchange” has the meaning specified in the definition of “Termination of Trading” under this Section 1.01.

“Person” means any individual, corporation, partnership, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Physical Notes” means permanent, non-global certificated Notes in definitive, fully registered form issued in minimum denominations of $1,000 principal amount and integral multiples of $1,000 in excess thereof.

“Pledge and Security Agreement” means the Second Lien Pledge and Security Agreement, dated as of January 11, 2016, between the Company and each of the subsidiaries of the Company party thereto from time to time, and the Collateral Trustee, as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof.

“Record Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of Common Stock have the right to receive any cash, securities or other property or in which Common Stock (or other applicable security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of holders of Common Stock entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors or a duly authorized committee thereof, statute, contract or otherwise).

“Register” and “Registrar” have the respective meanings specified in Section 2.06.

“Regular Record Date” means, with respect to any Interest Payment Date, December 17 and June 17 (each, whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date.

“Resale Restriction Termination Date” has the meaning specified in Section 2.08(b)(ii).

“Responsible Officer,” when used (x) with respect to the Trustee, means any officer within the corporate trust department (or any other successor group of the Trustee) customarily performing functions similar to those performed by any of the above designated officers who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of his or her knowledge of and familiarity with the particular subject and who in each case shall have direct responsibility for the administration of this Indenture and (y) with respect to the Company or a Guarantor, the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or controller of the Company or such Guarantor, as applicable.

“Restricted Global Note” has the meaning specified in Section 2.08(b)(i).

“Restricted Notes Legend” has the meaning specified in the Form of Note attached hereto as Exhibit A.

“Restricted Stock Legend” means a legend substantially in the form set forth in Exhibit C hereto.

“Rule 144” means Rule 144 under the Securities Act (including any successor rule thereto), as the same may be amended from time to time.

“Scheduled Trading Day” means any day that is scheduled to be a Trading Day on the principal U.S. national or regional securities exchange or market on which the Common Stock is listed for trading. If the Common Stock is not so listed, “Scheduled Trading Day” means a “Business Day.”

“Secured Parties” means the Holders, the Trustee and the Collateral Trustee.

“Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Settlement Election Notice” has the meaning specified in Section 4.03(a)(i).

“Settlement Method” means, with respect to any conversion of Notes, Physical Settlement, Cash Settlement or Combination Settlement, as elected (or deemed to be elected) by the Company in accordance with Section 4.03(a)(i).

“Significant Subsidiary” means, with respect to any Person at any given time, a Subsidiary of such person that would constitute a “significant subsidiary” as such term is defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as in effect on the Issue Date.

“Specified Dollar Amount” means, for any conversion of Notes, the maximum cash amount per $1,000 principal amount of Notes to be received by the Holder upon conversion as specified in the Company’s Specified Dollar Amount Election Notice (which may be part of the Settlement Election Notice) or otherwise deemed to be elected by the Company in respect of such conversion as provided herein.

“Specified Dollar Amount Election” has the meaning specified in Section 4.03(a)(i).

“Specified Dollar Amount Election Notice” has the meaning specified in Section 4.03(a)(i).

“Subsidiary” of any Person means (a) any corporation, association or other business entity of which more than 50% of the outstanding total voting power ordinarily entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, trustees or other voting members of the governing body thereof is at the time owned or controlled, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries or (b) any partnership the sole general partner or the managing general partner of which is the Company or a Subsidiary of the Company or the only general partners of which are the Company or of one or more Subsidiaries of the Company (or any combination thereof).

“Termination of Trading” means that the Common Stock (or other Reference Property into which the Notes are then convertible) are not approved for listing on any of the Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or any of their respective successors) (such exchanges or any of their respective successors, a “Permitted Exchange”).

“Trading Day” means a day on which (i) the Exchange or, if the Common Stock is not listed on the Exchange, the principal other U.S. national or regional securities exchange on which the Common Stock is then listed is open for trading or, if the Common Stock is not so listed, any Business Day and (ii) a Closing Sale Price for the Common Stock is available on such securities exchange or market. A “Trading Day” only includes those days that have a scheduled closing time of 4:00 p.m. (New York City time) or the then-standard closing time for regular trading on the relevant exchange or trading system.

“Trading Price” means, on any date of determination, the average of the secondary market bid quotations per $1,000 principal amount of Notes obtained by the Bid Solicitation Agent (or, if the Company is acting as the Bid Solicitation Agent, the Company) for $1,000,000 principal amount of the Notes at approximately 3:30 p.m., New York City time, on such determination date from three independent nationally recognized securities dealers selected by the Company; provided that, if three such bids cannot reasonably be obtained by the Company or the Bid Solicitation Agent, as applicable, but two such bids are obtained, then the average of the two bids shall be used, and if only one such bid can reasonably be obtained by the Company or the Bid Solicitation Agent, as applicable, that one bid shall be used. If on any date of determination, (i) the Company or the Bid Solicitation Agent, as applicable, cannot reasonably obtain at least one bid for $1,000,000 principal amount of the Notes from an independent nationally recognized securities dealer, (ii) the Company fails to request the Bid Solicitation Agent to obtain bids when required or (iii) the Company requests that the Bid Solicitation Agent obtain bids and the Bid Solicitation Agent fails to make such determination (or, if the Company is the Bid Solicitation Agent, the Company fails to make such determination), then, in each case, the Trading Price per $1,000 principal amount of Notes on such date of determination or on each Trading Day of such failure (as the case may be) will be deemed to be less than 98% of the product of (i) the Closing Sale Price of the Common Stock on such date and (ii) the then-current Conversion Rate.

“Trustee” means the Person named as the “Trustee” in the first paragraph of this Indenture until a successor Trustee shall have become such pursuant to Section 11.12, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended.

“Unit of Reference Property” has the meaning specified in Section 4.07(a).

“Vice President,” when used with respect to the Company, a Guarantor or the Trustee, as applicable, means any vice president, whether or not designated by a number or a word or words added before or after the title “vice president”.

“VWAP Market Disruption Event” means (i) a failure by the primary exchange or quotation system on which the Common Stock trades or is quoted to open for trading during its regular trading session or (ii) the occurrence or existence for more than one half-hour period in the aggregate on any Scheduled Trading Day for the Common Stock of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the Exchange or otherwise) in the Common Stock or in any options, contracts or future contracts relating to the Common Stock, and such suspension or limitation occurs or exists at any time before 1:00 p.m. (New York City time) on such day.

“VWAP Trading Day” means a day on which (i) there is no VWAP Market Disruption Event and (ii) the Exchange or, if the Common Stock is not listed on the Exchange, the principal other U.S. national or regional securities exchange on which the Common Stock is then listed is open for trading or, if the Common Stock is not so listed, any Business Day. For these purposes, a “VWAP Trading Day” includes only those days that have a scheduled closing time of 4:00 p.m. (New York City time) or the then-standard closing time for regular trading on the relevant exchange or trading system.

“Yieldco Subsidiaries” means a dividend growth-oriented public company, created by a parent company that bundles renewable and/or conventional long-term contracted operating assets in order to generate predictable cash flows and that allocates cash available for distribution each year or quarter to shareholders in the form of dividends.

The following terms shall have the meaning specified in the Credit Agreement as in effect on the Issue Date: “Apollo Holdings”, “Existing Margin Loan Agreement”, “First Lien Agent”, “First Lien Loan Obligations”, “First Lien Lenders”, “First Wind Holdings”, “Foreign IP Rights”, “Fronting Fee Compensation Account”, “IP Rights”, “Loan Party Service Provider”, “Non-Recourse Project Indebtedness”, “Permitted Seller Notes”, “Second Priority”, “Solar Energy System”, “YieldCo”, “YieldCo Intermediate”, “YieldCo II”, “YieldCo II Intermediate”, “Unrestricted Subsidiary” and “Warehouse Entity”.

Section 1.02 References to Interest. Any reference to interest on, or in respect of, any Note in this Indenture shall be deemed to include Additional Interest, if, in such context, Additional Interest, is, was or would be payable pursuant hereto. Any express mention of the payment of Additional Interest in any provision hereof shall not be construed as excluding Additional Interest in those provisions hereof where such express mention is not made.

Section 1.03 Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be made, given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent, or of the holding by any Person of Notes, shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section 1.03.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient.

(c) The amount of Notes held by any Person executing any such instrument or writings as the Holder thereof, the numbers of such Notes and the date of his holding the same may be proved by the production of such Notes or by a certificate executed, as depositary, by any trust company, bank, banker or member of a national securities exchange (wherever situated), if such certificate is in form satisfactory to the Trustee, showing that at the date therein mentioned such Person had on deposit with such depositary, or exhibited to it, the Notes therein described; or such facts may be proved by the certificate or affidavit of the Person executing such instrument or writing as the Holder thereof, if such certificate or affidavit is in form satisfactory to the Trustee. The Trustee and the Company may assume that such ownership of any Notes continues until (1) another certificate bearing a later date issued in respect of the same Notes is produced or (2) such Notes are produced by some other Person or (3) such Notes are no longer Outstanding.

(d) The fact and date of execution of any such instrument or writing and the amount and number of Notes held by the Person so executing such instrument or writing may also be proved in any other manner that the Trustee deems sufficient. The Trustee may in any instance require further proof with respect to any of the matters referred to in this Section 1.03.

(e) The principal amount (except as otherwise contemplated in clause (ii) of the definition of “Outstanding”), serial numbers of Notes held by any Person and the date of holding the same shall be proved by the Register.

(f) Any request, demand, authorization, direction, notice, consent, election, waiver or other Act of the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Note.

(g) The Company may but shall not be obligated to set a record date for purposes of determining the identity of Holders of any Outstanding Notes entitled to vote or consent to any action by vote or consent authorized or permitted by Sections 2.11, 6.02, 6.04, 6.05, 6.06, 8.02 or 11.11. Such record date shall be not less than 10 nor more than 60 days prior to the first solicitation of such consent or the date of the most recent list of Holders of such Notes furnished to the Trustee pursuant to Section 5.15 prior to such solicitation.

(h) If the Company solicits from Holders any request, demand, authorization, direction, notice, consent, election, waiver or other Act, the Company may, at its option, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, election, waiver or other Act, but the Company shall have no obligation to do so. If such a record date is fixed, such request,

demand, authorization, direction, notice, consent, election, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on the record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of the Outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, election, waiver or other Act, and for that purpose the Outstanding Notes shall be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date.

Section 2.01 Title and Terms; Payments. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is limited to $225,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05, 2.06, 2.07, 2.08, 2.09, 2.11, or 3.07.

The Notes shall be known and designated as the “5% Guaranteed Convertible Senior Secured Notes due 2018” of the Company. The principal amount shall be payable on the Maturity Date unless no longer Outstanding because earlier purchased or converted in accordance with this Indenture.

The principal amount of Physical Notes shall be payable in U.S. dollars at the Corporate Trust Office and at any other office or agency maintained by the Company for such purpose. Interest on Physical Notes will be payable (i) to Holders holding Physical Notes having an aggregate principal amount of $1,000,000 or less of Notes, by check mailed to such Holders at the address set forth in the Register and (ii) to Holders holding Physical Notes having an aggregate principal amount of more than $1,000,000 of Notes, either by check mailed to such Holders or, upon written application by a Holder to the Company and Registrar at least three Business Days prior to the relevant Interest Payment Date, by wire transfer in immediately available funds to such Holder’s account within the U.S., which application shall remain in effect until the Holder notifies the Registrar to the contrary in writing. The Company will pay or cause the Trustee or Paying Agent to pay principal of, and interest on, Global Notes in U.S. dollars and in immediately available funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Global Note, on each Interest Payment Date, Fundamental Change Purchase Date, the Maturity Date or other payment date, as the case may be.

Section 2.02 Ranking. The Notes constitute direct secured senior obligations of the Company and the Guarantors. For the avoidance of doubt, the Notes rank pari passu with the existing and future indebtedness outstanding under the Credit Agreement and Other Pari Passu Lien Debt. The obligations in connection with the Notes and the obligations under the Credit Agreement and Other Pari Passu Lien Debt are secured equally and ratably by shared Liens on all Collateral under and in accordance with the Collateral Documents and Article 14 hereof.

Section 2.03 Denominations. The Notes shall be issuable only in registered form without coupons and in minimum denominations of $1,000 and any integral multiple of $1,000.

Section 2.04 Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by one of its Officers.

Notes bearing the manual or facsimile signatures of individuals who were at any time Officers of the Company shall bind the Company, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes.

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes. The Company Order shall specify the amount of Notes to be authenticated, and shall further specify the amount of such Notes to be issued as one or more Global Notes or as one or more Physical Notes. The Trustee in accordance with such Company Order shall authenticate and deliver such Notes as provided in this Indenture and not otherwise.

No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by an authorized signatory of the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Section 2.05 Temporary Notes. Pending the preparation of Physical Notes, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Notes that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the Physical Notes in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the Officer executing such Notes may determine, as evidenced by such Officer’s execution of such Notes; provided that any such temporary Notes shall bear legends on the face of such Notes as set forth in the Form of Note attached hereto as Exhibit A and/or Sections 2.07 and 2.11.

After the preparation of Physical Notes, the temporary Notes shall be exchangeable for Physical Notes upon surrender of the temporary Notes at any office or agency of the Company designated pursuant to Section 5.02, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Notes, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver, in exchange therefor a like principal amount of Physical Notes of authorized denominations. Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as Physical Notes.

(a) The Company shall cause to be kept at the applicable Corporate Trust Office of the Trustee in the continental United States a register (the register maintained in such office and in any other office or agency designated pursuant to Section 5.02 being herein sometimes collectively referred to as the “Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration and transfer of Notes. The Trustee is hereby appointed registrar (the “Registrar”) for the purpose of registering the transfer and exchange of the Notes as herein provided.

Upon surrender for registration of transfer of any Note at an office or agency of the Company designated pursuant to Section 5.02 for such purpose, the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denomination and of a like aggregate principal amount and tenor, each such Note bearing such restrictive legends as may be required by this Indenture (including the Form of Note attached hereto as Exhibit A and Sections 2.07 and 2.11).

At the option of the Holder and subject to the other provisions of Sections 2.07 and 2.11, Notes may be exchanged for other Notes of any authorized denomination and of a like aggregate principal amount and tenor, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver, the Notes which the Holder making the exchange is entitled to receive.

All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company evidencing the same debt, and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange.

Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. As a condition to the registration of transfer of any Restricted Notes, the Company or the Trustee may require evidence satisfactory to them as to the compliance with the restrictions set forth in the legend on such Notes.

No service charge shall be made for any registration of transfer or exchange of Notes, but the Company and the Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.11 not involving any transfer.

Neither the Company nor the Registrar shall be required to exchange or register a transfer of any Note in the circumstances set forth in Section 2.11(a)(iv).

(b) Neither any members of, or participants in, the Depositary (collectively, the “Agent Members”) nor any other Persons on whose behalf any Agent Member may act shall have any rights under this Indenture with respect to any Global Note registered

in the name of the Depositary or any nominee thereof, or under any such Global Note, and the Depositary or such nominee, as the case may be, may be treated by the Company, the Trustee, the Agents and any of their respective agents as the absolute owner and Holder of such Global Note for all purposes whatsoever. Neither the Trustee nor any Agent shall have any liability, responsibility or obligation to any Agent Members or any other Person on whose behalf Agent Members may act with respect to (i) any ownership interests in the Global Note, (ii) the accuracy of the records of the Depositary or its nominee, (iii) any notice required hereunder, (iv) any payments under or with respect to the Global Note or (v) actions taken or not taken by any Agent Members.

(c) Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, any Agent or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Agent Members and any other Person on whose behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a Holder of any Note. The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes.

(i) Every Note (and any security issued in exchange therefor or substitution thereof) that bears, or that is required under this Section 2.07 to bear, the Restricted Notes Legend will be deemed to be a “Restricted Note.” Each Restricted Note will be subject to the restrictions on transfer set forth in this Indenture (including in the Restricted Notes Legend) and will bear the restricted CUSIP number for the Notes unless the Company notifies the Trustee in writing that such restrictions on transfer are eliminated or otherwise waived by written consent of the Company (including, without limitation, by the Company’s delivery of the Free Transferability Certificate as provided herein), and each Holder of a Restricted Note, by such Holder’s acceptance of such Restricted Note, will be deemed to be bound by the restrictions on transfer applicable to such Restricted Note.

(ii) Until the Resale Restriction Termination Date, any Note will bear the Restricted Notes Legend unless:

(A) (1) such Note, since last held by the Company or an affiliate of the Company (within the meaning of Rule 144), if ever, was transferred (I) to a Person other than (x) the Company, (y) an affiliate of the Company (within the meaning of Rule 144) or (z) a Person that was an affiliate of the Company (within the meaning of Rule 144) within the 90 days immediately preceding such transfer and (II) pursuant to a registration statement that was effective under the Securities Act at the time of such transfer; or

(2) such Note was transferred (I) to a Person other than (x) the Company or (y) an affiliate of the Company (within the meaning of Rule 144) or a Person that was an affiliate of the Company (within the meaning of Rule 144) within the 90 days immediately preceding such transfer and (II) pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act; and

(B) the Company delivers written notice to the Trustee and the Registrar (including, without limitation, by the Company’s delivery of the Free Transferability Certificate as provided herein) stating that the Restricted Notes Legend may be removed from such Note and all Applicable Procedures have been complied with.

(iii) In addition, until the Resale Restriction Termination Date, no transfer of any Restricted Note will be registered by the Registrar unless the transferring Holder delivers to the Trustee a completed notice substantially in the form of the Form of Assignment and Transfer, which contains a certification that the transferee is SunEdison, Inc. or a subsidiary thereof or that the transferee is not an affiliate of the Company (within the meaning of Rule 144) and has not been an affiliate of the Company (within the meaning of Rule 144) within the 90 days immediately preceding the date of such proposed transfer.

(iv) On and after the Resale Restriction Termination Date, any Note will bear the Restricted Note Legend if at any time the Company determines that, to comply with law, such Note must bear the Restricted Notes Legend and the Company notifies the Trustee in writing.

(i) Every share of Common Stock that bears, or that is required under this Section 2.07 to bear, the Restricted Stock Legend will be deemed to be “Restricted Stock”. Each share of Restricted Stock will be subject to the restrictions on transfer set forth in this Indenture (including in the Restricted Stock Legend) and will bear a restricted CUSIP number unless such restrictions on transfer are eliminated or otherwise waived by written consent (including, without limitation, by the Company’s delivery of the Free Transferability Certificate in connection with the Notes as provided herein) of the Company, and each Holder of Restricted Stock, by such Holder’s acceptance of Restricted Stock, will be deemed to be bound by the restrictions on transfer applicable to such Restricted Stock.

(ii) Until the Resale Restriction Termination Date, any shares of Common Stock issued upon the conversion of a Note, and any shares of

Common Stock issued upon conversion of a Restricted Note, will be issued in book-entry form by or on behalf of the Company and will bear the Restricted Stock Legend unless the Company delivers written notice to the transfer agent for the Common Stock stating that such shares of Common Stock need not bear the Restricted Stock Legend.

(iii) On and after the Resale Restriction Termination Date, shares of Common Stock will be issued in book-entry form and will bear the Restricted Stock Legend at any time the Company reasonably determines that, to comply with law, such shares of Common Stock must bear the Restricted Stock Legend.

(c) As used in this Section 2.07, the term “transfer” means any sale, pledge, transfer, loan, hypothecation or other disposition whatsoever of any Restricted Note, any interest therein or any Restricted Stock.

(d) All Notes, whether Global Notes or Physical Notes, are required to bear the Non-Affiliate Legend at all times, whether before or after the Resale Restriction Termination Date.

(a) Physical Notes. Any Physical Note (or any security issued in exchange or substitution therefor) that does not constitute a Restricted Note may be exchanged for a new Note or Notes of like tenor and aggregate principal amount that do not bear the Restricted Notes Legend required by Section 2.07. To exercise such right of exchange, the Holder of such Note must surrender such Note in accordance with the provisions of Section 2.11 and deliver any additional documentation required by this Indenture in connection with such exchange.

(i) If, on the Free Trade Date, or the next succeeding Business Day if the Free Trade Date is not a Business Day, any Notes are represented by a Global Note that is a Restricted Note (any such Global Note, a “Restricted Global Note”), as promptly as practicable, the Company will automatically exchange every beneficial interest in each Restricted Global Note for beneficial interests in Global Notes that do not bear the Restricted Notes Legend are not subject to the restrictions set forth in the Restricted Notes Legend and in Section 2.07.

(ii) To effect such automatic exchange, the Company will (A) deliver to the Depositary an instruction letter for the Depositary’s mandatory exchange process at least 15 days immediately prior to the Free Trade Date (with a copy to the Trustee) and (B) deliver to each of the Trustee and the Registrar a duly completed Free Transferability Certificate promptly after the Free Trade Date. The date of the Free Transferability Certificate will be known as the “Resale Restriction Termination Date”. The Trustee shall assume that the Free Trade Date has not occurred unless and until it receives a Free Transferability Certificate.

(iii) Immediately upon receipt of the Free Transferability Certificate by each of the Trustee and the Registrar:

(A) the Restricted Notes Legend will be deemed removed from each of the Global Notes specified in such Free Transferability Certificate and the restricted CUSIP number will be deemed removed from each of such Global Notes and deemed replaced with the unrestricted CUSIP number;

(B) the Restricted Stock Legend will be deemed removed from any shares of Common Stock previously issued upon conversion of the Notes; and

(C) thereafter, shares of Common Stock issued upon conversion of the Notes will be assigned an unrestricted CUSIP number and will not bear the Restricted Stock Legend (except as provided in Section 2.07(b)(iii)) or any similar legend.

(iv) Promptly after the Resale Restriction Termination Date, the Company will provide Bloomberg LLP with a copy of the Free Transferability Certificate and will use reasonable efforts to cause Bloomberg LLP to adjust its screen page for the Notes to indicate that the Notes are no longer Restricted Notes and are then identified by an unrestricted CUSIP number.

(v) Prior to the Company’s delivery of the Free Transferability Certificate and afterwards, the Company and the Trustee will comply with the Applicable Procedures and the Company shall otherwise use reasonable efforts to cause each Global Note that is not required to bear the Restricted Notes Legend to be identified by an unrestricted CUSIP number in the facilities of the Depositary by the date the Free Transferability Certificate is delivered to the Trustee and the Registrar or as promptly as possible thereafter.

(vi) Notwithstanding anything to the contrary in Sections 2.08(b)(i), (ii) or (iii), the Company will not be required to deliver the Free Transferability Certificate if it reasonably believes that removal of the Restricted Notes Legend or the changes to the CUSIP numbers for the Notes could result in or facilitate transfers of the Notes in violation of applicable law.

Section 2.09 Mutilated, Destroyed, Lost and Stolen Notes. If any mutilated Note is surrendered to the Trustee, the Company shall execute, and the Trustee shall, upon Company Order, authenticate and deliver, in exchange therefor a new Note of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Note and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of written notice to the Company or the Trustee that such Note has been acquired by a protected purchaser, the

Company shall execute, and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount and bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Note has become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note.

Upon the issuance of any new Note under this Section 2.09, the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

Every new Note issued pursuant to this Section 2.09 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.

The provisions of this Section 2.09 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Section 2.10 Persons Deemed Owners. Subject to the rights of Holders as of the Regular Record Date to receive payments of interest on the related Interest Payment Date, prior to due presentment of a Note for registration of transfer, the Company, the Trustee, each Agent, and any of their respective agents may treat the Person in whose name such Note is registered in the Register as the owner of such Note for the purpose of receiving payment of the principal of such Note and for all other purposes whatsoever, whether or not such Note be overdue, and neither the Company, the Trustee, the Agents nor any of their respective agents shall be affected by notice to the contrary.

(i) Subject to the restrictions set forth in this Section 2.11, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time as desired, and each such transfer or exchange will be noted by the Registrar in the Register.

(ii) All Notes issued upon any registration of transfer or exchange in accordance with this Indenture will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange.

(iii) No service charge will be imposed on any Holder of a Physical Note or any owner of a beneficial interest in a Global Note for any exchange or

registration of transfer, but each of the Company, the Trustee or the Registrar may require such Holder or owner of a beneficial interest to pay a sum sufficient to cover any transfer tax, assessment or other governmental charge imposed in connection with such registration of transfer or exchange.

(iv) Unless the Company specifies otherwise, none of the Company, the Trustee, the Registrar or any co-Registrar will be required to exchange or register a transfer of any Note (i) that has been surrendered for conversion or (ii) as to which a Fundamental Change Purchase Notice has been delivered and not withdrawn, except to the extent any portion of such Note is not subject to the foregoing.

(v) Neither the Trustee nor any Agent will have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

(b) In General; Transfer and Exchange of Beneficial Interests in Global Notes. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law or by Section 2.11(c):

(ii) every transfer and exchange of a beneficial interest in a Global Note will be effected through the Depositary in accordance with the Applicable Procedures and the provisions of this Indenture (including the restrictions on transfer set forth in Section 2.07); and

(iii) each Global Note may be transferred only as a whole and only (A) by the Depositary to a nominee of the Depositary, (B) by a nominee of the Depositary to the Depositary or to another nominee of the Depositary or (C) by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

(i) Notwithstanding any other provision of this Indenture, each Global Note will be exchanged for Physical Notes if the Depositary delivers notice to the Company that:

(B) the Depositary is no longer registered as a clearing agency under the Exchange Act or is otherwise no longer permitted under applicable law to continue as Depositary for such Global Note;

and, in each case, the Company promptly delivers a copy of such notice to the Trustee and the Company fails to appoint a successor Depositary within 90 days after receiving notice from the Depositary.

In each such case, the Company will, in accordance with Section 2.04, promptly execute, and, upon receipt of a Company Order, the Trustee will, in accordance with Section 2.04, promptly authenticate and deliver, for each beneficial interest in each Global Note so exchanged, an aggregate principal amount of Physical Notes equal to the aggregate principal amount of such beneficial interest, registered in such names and in such authorized denominations as the Depositary specifies, and bearing any legends that such Physical Notes are required to bear under Section 2.07.

(ii) In addition, if an Event of Default has occurred with regard to the Notes represented by the relevant Global Note and such Event of Default has not been cured or waived, any owner of a beneficial interest in a Global Note may deliver a written request through the Depositary to exchange such beneficial interest for Physical Notes.

In such case, (A) the Registrar will deliver notice of such request to the Company and the Trustee, which notice will identify the aggregate principal amount of such beneficial interest and the CUSIP of the relevant Global Note; (B) the Company will, in accordance with Section 2.04, promptly execute, and, upon receipt of a Company Order, the Trustee, in accordance with Section 2.04, will promptly authenticate and deliver, to such owner, for the beneficial interest so exchanged by such owner, Physical Notes registered in such owner’s name having an aggregate principal amount equal to the aggregate principal amount of such beneficial interest as the Depositary specifies, and bearing any legends that such Physical Notes are required to bear under Section 2.07; and (C) the Trustee, in accordance with the Applicable Procedures, will cause the principal amount of such Global Note to be decreased by the aggregate principal amount of the beneficial interest so exchanged. If all of the beneficial interests in a Global Note are so exchanged, such Global Note will be deemed surrendered to the Trustee for cancellation, and the Trustee will cause such Global Note to be cancelled in accordance with the Trustee’s customary procedures and the Applicable Procedures.

(i) If Physical Notes are issued, a Holder may transfer a Physical Note by: (A) surrendering such Physical Note for registration of transfer to the Registrar, together with any endorsements or instruments of transfer required by any of the Company, the Trustee or the Registrar; (B) if such Physical Note is a Restricted Note, delivering any documentation required by Section 2.07; and (C) satisfying all other requirements for such transfer set forth in this Section 2.11 and Section 2.07. Upon the satisfaction of conditions (A), (B) and

(C) of the immediately preceding sentence, the Company, in accordance with Section 2.04, will promptly execute and deliver to the Trustee, and the Trustee, upon receipt of a Company Order, will, in accordance with Section 2.04, promptly authenticate and deliver, in the name of the designated transferee or transferees, one or more new Physical Notes, of any authorized denomination, having like aggregate principal amount and bearing any restrictive legends that such Physical Notes are required to bear under Section 2.07.

(ii) If Physical Notes are issued, a Holder may exchange a Physical Note for other Physical Notes of any authorized denominations and aggregate principal amount equal to the aggregate principal amount of the Notes to be exchanged by surrendering such Notes, together with any endorsements or instruments of transfer required by any of the Company, the Trustee or the Registrar, at any office or agency maintained by the Company for such purposes pursuant to Section 5.02. Whenever a Holder surrenders Notes for exchange, the Company, in accordance with Section 2.04, will promptly execute and deliver to the Trustee, and the Trustee, upon receipt of a Company Order and in accordance with Section 2.04, will promptly authenticate and deliver the Notes that such Holder is entitled to receive, bearing registration numbers not contemporaneously outstanding and any legends that such Physical Notes are required to bear under Section 2.07.

(iii) If Physical Notes are issued, a Holder may transfer or exchange a Physical Note for a beneficial interest in a Global Security by (A) surrendering such Physical Note for registration of transfer or exchange, together with any endorsements or instruments of transfer required by any of the Company, the Trustee or the Registrar, at any office or agency maintained by the Company for such purposes pursuant to Section 5.02; (B) if such Physical Note is a Restricted Note, delivering any documentation required by Section 2.07; (C) satisfying all other requirements for such transfer set forth in this Section 2.11 and Section 2.07; and (D) providing written instructions to the Trustee to make, or to direct the Registrar to make, an adjustment in its books and records with respect to the applicable Global Note to reflect an increase in the aggregate principal amount of the Notes represented by such Global Note, which instructions will contain information regarding the Depositary account to be credited with such increase. Upon the satisfaction of conditions (A), (B), (C) and (D), the Trustee will cancel such Physical Note and cause, in accordance with the Applicable Procedures, the aggregate principal amount of Notes represented by such Global Note to be increased by the aggregate principal amount of such Physical Note, and will credit or cause to be credited the account of the Person specified in the instructions provided by the exchanging Holder in an amount equal to the aggregate principal amount of such Physical Note. If no Global Notes are then Outstanding, the Company, in accordance with Section 2.04, will promptly execute and deliver to the Trustee, and the Trustee, upon receipt of a Company Order and in accordance with Section 2.04, will authenticate, a new Global Note in the appropriate aggregate principal amount.

Section 2.12 Purchase of Notes; Cancellation. The Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), purchase Notes in the open market or by tender offer at any price or by private agreement. The Company will cause any Notes so purchased (other than Notes purchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation. For the avoidance of doubt, any such Notes purchased by the Company will be retired and no longer Outstanding hereunder.

The Company shall deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder that the Company may have acquired in any manner whatsoever, and may deliver to the Trustee for cancellation any Notes previously authenticated hereunder which the Company has not issued and sold. The Trustee shall promptly cancel all Notes surrendered for registration of transfer, exchange, payment, purchase, repurchase, conversion or cancellation in accordance with its standard procedures. If the Company shall acquire any of the Notes in any manner whatsoever, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Notes unless and until the same are delivered to the Trustee for cancellation. The Notes so acquired, while held by or on behalf of the Company or any of its Subsidiaries, shall not entitle the Holder thereof to convert the Notes. The Company may not issue new Notes to replace Notes it has paid in full or delivered to the Trustee for cancellation.

The Registrar shall retain, in accordance with its customary procedures, copies of all letters, notices and other written communications received pursuant to this Section 2.12. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.

Section 2.13 CUSIP Numbers. In issuing the Notes, the Company may use “CUSIP” numbers (if then generally in use); provided that the Trustee shall have no liability for any defect in the CUSIP numbers as they appear on any Notes, notice, or elsewhere. The Company will promptly notify the Trustee in writing of any change in the “CUSIP” numbers.

Section 2.14 Payment and Computation of Interest. The Notes will bear cash interest at a rate of 5% per year until the Maturity Date, unless earlier purchased, converted or redeemed in accordance with the provisions herein. Interest on the Notes will accrue from the most recent date on which interest has been paid or duly provided for, or, if no interest has been paid or duly provided for, January 11, 2016. Interest will be paid to the Person in whose name a Note is registered at the Close of Business on the Regular Record Date immediately preceding the relevant Interest Payment Date semiannually in arrears on each Interest Payment Date; provided that, if any Interest Payment Date, Maturity Date or Fundamental Change Purchase Date of a Note falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest on such payment will accrue in respect of the delay. Interest on the Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months; provided, however, that for any period in which a particular interest rate

is applicable for less than a full semiannual period, interest on the Notes will be computed on the basis of a 30-day month and, for periods of less than a month, the actual number of days elapsed over a 30-day month.

Unless the context otherwise requires, payments of the Fundamental Change Purchase Price, principal and interest on any Note, in each case, that are not made when due will accrue interest per annum at the then-applicable interest rate from the required payment date.

The Company will pay Additional Interest under certain circumstances as provided in Section 5.08 and 6.03.

Section 3.01 Purchase at Option of Holders upon a Fundamental Change. If a Fundamental Change occurs, then each Holder shall have the right, at such Holder’s option, to require the Company to purchase for cash all of such Holder’s Notes, or any portion of such Holder’s Notes that is equal to $1,000, or an integral multiple of $1,000, on a date (the “Fundamental Change Purchase Date”) specified by the Company that is not less than 20 or more than 35 Business Days after the Company provides the Fundamental Change Company Notice, at a purchase price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest to but excluding the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”); provided, however, that if the Fundamental Change Purchase Date is after a Regular Record Date and on or prior to the Interest Payment Date to which it relates, the Company shall instead pay interest accrued to the Interest Payment Date to the Holder of record of the Note as of the close of business on Regular Record Date and the Fundamental Change Purchase Price shall then be equal to 100% of the principal amount of the Note subject to purchase and will not include any accrued and unpaid interest. Notwithstanding the foregoing, there shall be no purchase of any Notes pursuant to this Section 3.01 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Purchase Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes). In the event the principal amount of the Notes is accelerated following delivery of a Fundamental Change Company Notice (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes), the Trustee will promptly (i) return to the respective Holders thereof any Physical Notes tendered to it or (ii) effect appropriate book-entry transfers to the respective beneficial holders thereof any beneficial interests in a Global Note tendered to it in compliance with the Applicable Procedures, in which case, upon such return or transfer, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn.

(a) General. On or before the 10th Business Day after the occurrence of a Fundamental Change, the Company shall provide to all Holders of the Notes, the Trustee and the Paying Agent (in the case of any Paying Agent other than the Trustee) a written

notice (the “Fundamental Change Company Notice”) of the occurrence of such Fundamental Change and of the purchase right at the option of the Holders arising as a result thereof. Such notice shall be sent to the Holders in accordance with Section 12.08(c) (with a copy to the Trustee). Simultaneously with providing such Fundamental Change Company Notice, the Company shall issue a press release announcing the occurrence of such Fundamental Change and make the press release available on the Company’s website. Each Fundamental Change Company Notice shall specify:

(ii) the Effective Date of the Fundamental Change, and whether the Fundamental Change is a Make-Whole Fundamental Change, in which case the notice shall state the Effective Date of the Make-Whole Fundamental Change;

(iv) information about the Holder’s right to require the Company to purchase the Notes;

(v) the last date on which a Holder of Notes may exercise the purchase right pursuant to Section 3.01;

(viii) the name and address of the Paying Agent and the Conversion Agent, if applicable;

(ix) the applicable Conversion Rate and any adjustments to the applicable Conversion Rate resulting from the Fundamental Change;

(x) if applicable, that the Notes with respect to which a Fundamental Change Purchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Purchase Notice in accordance with Section 3.05;

(xi) the procedures required for exercise of the purchase option upon the Fundamental Change, including that the Holder must exercise the purchase option prior to the Fundamental Change Expiration Time; and

(xii) that the Holder shall have the right to withdraw any Notes surrendered for purchase prior to the Fundamental Change Expiration Time and the procedures required for withdrawal of any such exercise as described in 3.05;

(b) No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders’ repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to Section 3.01.

(c) At the Company’s written request, the Trustee shall give the Fundamental Change Company Notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the Fundamental Change Company Notice shall be prepared by the Company; provided, further that the Company shall have delivered to the Trustee, at least five Business Days before the Fundamental Change Company Notice is required to be given to the Holders (or such shorter period agreed to by the Trustee), an Officer’s Certificate requesting that the Trustee give such notice and attaching the form of Fundamental Change Company Notice and including the information required by Section 3.02(a). Neither the Trustee nor the Paying Agent shall be responsible for determining if a Fundamental Change has occurred or for delivering a Fundamental Change Company Notice to Holders or for the content of any Fundamental Change Company Notice.

(a) Purchases of Notes under Section 3.01 shall be made, at the option of the Holder thereof, upon:

(i) if the Notes to be purchased are Physical Notes, delivery to the Trustee by the Holder of a duly completed notice in the Form of Fundamental Change Purchase Notice (the “Fundamental Change Purchase Notice”) together with the Physical Notes duly endorsed for transfer, at any time prior to the Close of Business on the Business Day immediately preceding the Fundamental Change Purchase Date, (the “Fundamental Change Expiration Time”); and

(ii) if the Notes to be purchased are Global Notes, delivery to the Trustee of the beneficial interest in such Global Notes, by book-entry transfer, in compliance with the Applicable Procedures and the satisfaction of any other requirements of the Depositary in connection with tendering beneficial interests in a Global Note for purchase by the Fundamental Change Expiration Time.

The Fundamental Change Purchase Notice in respect of any Notes to be purchased shall state:

(ii) the portion of the principal amount of such Notes to be purchased, which must be such that the principal amount not purchased equals $1,000 or an integral multiple of $1,000; and

(iii) that such Notes are to be purchased by the Company pursuant to the applicable provisions of the Notes and this Indenture.

(b) Notice to Company. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof.

Section 3.04 Effect of Fundamental Change Purchase Notice. Upon receipt by the Paying Agent of Physical Notes and a Fundamental Change Purchase Notice or beneficial interests in a Global Note by book-entry transfer as specified in Section 3.03, the Holder of the tendered Note shall (unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.05) thereafter be entitled to receive solely the Fundamental Change Purchase Price, in cash with respect to such Note (and any previously accrued and unpaid interest on such Note, if applicable). Such Fundamental Change Purchase Price shall be paid to such Holder, provided that the conditions in this Article 3 have been satisfied (including, without limitation, the proper delivery or book-entry transfer of such Note as required under Section 3.03(a)) and subject to the Paying Agent holding money sufficient to pay the Fundamental Change Purchase Price, promptly following the later of the applicable Fundamental Change Purchase Date and the time of delivery or book-entry transfer of such Note to the Paying Agent by the Holder thereof in the manner required by Section 3.01.

Section 3.05 Withdrawal of Fundamental Change Purchase Notice. A Fundamental Change Purchase Notice may be withdrawn (in whole or in part) by means of a written notice of withdrawal delivered to the Paying Agent in accordance with the Fundamental Change Company Notice, as applicable, at any time prior to the Fundamental Change Expiration Time, as applicable, specifying:

(a) the principal amount of the Notes with respect to which such notice of withdrawal is being submitted;

(c) the principal amount, if any, of each Note that remains subject to the Fundamental Change Purchase Notice, which must be such that the principal amount of such Holder’s Notes not purchased equals $1,000 or an integral multiple of $1,000;

provided, however, that if the Notes are Global Notes, the notice must comply with the Applicable Procedures.

The Paying Agent will promptly return to the respective Holders thereof any Physical Notes with respect to which a Fundamental Change Purchase Notice has been withdrawn in compliance with the provisions of this Section 3.05.

Section 3.06 Deposit of Fundamental Change Purchase Price. Prior to 11:00 a.m., New York City time, on the Fundamental Change Purchase Date, the Company shall deposit with the Paying Agent (or, if the Company or a Subsidiary or an Affiliate of either of them is acting as the Paying Agent, shall segregate and hold in trust as provided herein) an amount of money (in immediately available funds if deposited on such Business Day) sufficient to pay the Fundamental Change Purchase Price of all the Notes or portions thereof that are to be purchased as of the Fundamental Change Purchase Date. If the Paying Agent holds money

sufficient to pay the Fundamental Change Purchase Price of the tendered Notes on the Fundamental Change Purchase Date, then (a) such tendered Notes will cease to be Outstanding and (except as provided below in clause (b)) interest will cease to accrue thereon (whether or not book-entry transfer of the Notes is made or whether or not the Notes are delivered to the Paying Agent) and (b) all other rights of the Holders of such tendered Notes will terminate (other than (x) the right to receive the Fundamental Change Purchase Price and (y) the right of the Holder of record on such Regular Record Date to receive any interest payment pursuant to Section 3.01, if applicable).

Section 3.07 Notes Purchased in Whole or in Part. Any Note that is to be purchased pursuant to this Article 3, whether in whole or in part, shall be surrendered at the office of the Paying Agent (with due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing) and, to the extent that only a part of the Note so surrendered is to be purchased, the Company shall execute and, upon receipt of a Company Order, the Trustee shall authenticate and deliver to the Holder of such Note, without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder in aggregate principal amount equal to, and in exchange for, the portion of the principal amount of the Note so surrendered that is not purchased.

Section 3.08 Covenant To Comply with Applicable Laws upon Purchase of Notes. In connection with any purchase of Notes under Section 3.01, the Company shall, in each case if required by law, (i) comply with the provisions of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act to the extent any such rules are applicable, (ii) file a Schedule TO or any successor or similar schedule, if required, under the Exchange Act and (iii) otherwise comply with all U.S. federal or state securities laws applicable to the Company in connection with offer by the Company to purchase Notes under Section 3.01, in each case, so as to permit the rights and obligations under this Article 3 to be exercised in the time and in the manner specified under this Article 3.

Section 3.09 Repayment to the Company. To the extent that the aggregate amount of money deposited by the Company pursuant to Section 3.06 exceeds the aggregate Fundamental Change Purchase Price of the Notes or portions thereof that the Company is obligated to purchase as of the Fundamental Change Purchase Date, then, following the Fundamental Change Purchase Date, the Paying Agent shall, upon demand of the Company, promptly return any such excess to the Company.

Section 3.10 Purchase at the Option of Holders upon a Credit Agreement Mandatory Prepayment.

If an event or circumstance occurs that causes the Company to become obligated to make a Credit Agreement Mandatory Prepayment, then each Holder shall have the right, at such Holder’s option, to require the Company to purchase for cash such Holder’s Notes, or any portion of such Holder’s Notes in a minimum amount of $1,000, or an integral multiple of $1,000 in excess thereof, on a date (the “Credit Agreement Mandatory Prepayment Purchase Date”) specified by the Company pursuant to a notice (the “Credit Agreement Mandatory Prepayment Notice”) provided to all Holders, the Trustee and the Paying Agent that is not less

than 20 nor more than 35 Business Days after the date of the Credit Agreement Mandatory Prepayment Notice and prior to the date of any such Credit Agreement Mandatory Prepayment being made under the Credit Agreement, in an amount equal to the pro rata portion of the aggregate amount (the “Aggregate Mandatory Prepayment Amount”) of such Credit Agreement Mandatory Prepayment (such pro rata portion to be determined on the basis of the aggregate outstanding principal amount of the Notes, indebtedness under the Credit Agreement, and any Other Pari Passu Lien Debt, but the portion of such Aggregate Mandatory Prepayment Amount allocated to indebtedness under the Credit Agreement and to any Other Pari Passu Lien Debt shall not exceed the amount required to be allocated to a mandatory prepayment of the indebtedness under the Credit Agreement and to such Other Pari Passu Lien Debt pursuant to the respective terms thereof, and the remaining amount, if any, of such Aggregate Mandatory Prepayment Amount shall be allocated to the Notes in accordance with the terms hereof). Such purchase shall be at a purchase price equal to 100% of the principal amount of the Notes to be purchased, plus a premium (expressed as a percentage of principal amount) on such principal amount of the Notes in the same percentage as the premium (expressed as a percentage of principal amount) applicable to the prepayment of loans under the Credit Agreement in connection with such Credit Agreement Mandatory Prepayment, plus any accrued and unpaid interest to but excluding the Credit Agreement Mandatory Prepayment Purchase Date. In connection with the Credit Agreement Mandatory Prepayment, the Company shall use the same procedures set forth in Article 3 applicable to the purchase at the option of Holders upon a Fundamental Change, to the extent applicable, with such modifications as are appropriate to provide that the purchase of the Notes shall be made concurrently (or as nearly concurrently as possible) with the prepayment of loans under the Credit Agreement in connection with such Credit Agreement Mandatory Prepayment.

(a) Subject to and upon compliance with the provisions of this Indenture, each Holder shall have the right, at such Holder’s option, to convert all or any portion of its Notes at an initial Conversion Rate of 133.3333 shares of Common Stock per $1,000 aggregate principal amount of Notes (equivalent to an initial Conversion Price of approximately $7.50 per share of Common Stock) into the Settlement Amount determined in accordance with Section 4.03(a)(ii), prior to the Close of Business on the Business Day immediately preceding April 2, 2018, (x) only upon satisfaction of one or more of the conditions described in Section 4.01(b), and (y) on or after April 2, 2018, at any time until the Close of Business on the second Scheduled Trading Day immediately preceding the stated Maturity Date regardless of whether the conditions described in Section 4.01(b) are satisfied.

(b) (i) A Holder may surrender all or any portion of its Notes for conversion if the Closing Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the calendar quarter immediately preceding the calendar quarter in which the conversion occurs, is more than 120% of the applicable Conversion Price in effect on

each applicable Trading Day. Neither the Trustee nor the Conversion Agent shall have any obligation (x) to determine whether the market price condition described in this Section 4.01(b)(i) has been met or (y) to verify the Company’s determination regarding such market price condition.

(ii) If, prior to the Close of Business on the Business Day immediately preceding April 2, 2018 the Trading Price per $1,000 principal amount of Notes on each Trading Day during any ten consecutive Trading-Day period (the “Measurement Period”) is less than 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day, a Holder may surrender Notes for conversion at any time during the five consecutive Trading Days following such Measurement Period. Whenever the condition to conversion set forth in this Section 4.01(b)(ii) has been met, the Company shall so notify the Holders, the Trustee and the Bid Solicitation Agent and the Conversion Agent (in each case, if other than the Trustee) in writing. The Trading Price shall be determined by the Company pursuant to this Section 4.01(b)(ii) and the definition of “Trading Price” set forth in Section 1.01. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company in accordance with the definition of Trading Price, along with the appropriate contact information for each. However, the Bid Solicitation Agent (if other than the Company) shall have no obligation to solicit market bid quotations for the Company to determine the Trading Price of the Notes unless the Company has requested such solicitation in writing; and the Company shall have no obligation to make such request (or, if the Company is the Bid Solicitation Agent, to determine the Trading Price of the Notes) unless a Holder of a Note provides it and the Trustee with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent in writing to solicit market bid quotations for the Notes from three independent nationally recognized securities dealers selected by the Company for the Company to determine (or, if the Company is the Bid Solicitation Agent, the Company shall determine) the Trading Price per $1,000 principal amount of the Notes beginning on such Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes for a Trading Day is greater than or equal to 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day. If, on any Trading Day after the condition to conversion set forth in this Section 4.01(b)(ii) has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of (x) the Closing Sale Price of the Common Stock on such Trading Day and (y) the Conversion Rate in effect on such Trading Day, the Company will so notify the Holders, the Trustee, the Bid Solicitation Agent and the Conversion Agent (if other than the Trustee) in writing.

(iii) If the Company elects to issue or distribute, as the case may be, to all or substantially all holders of the Common Stock to (x) any rights, options or warrants entitling them to subscribe for or purchase, for a period expiring within 60 calendar days after the declaration date for such issuance, shares of the Common Stock, at a price per share that is less than the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date for such issuance; or (y) cash, debt securities (or other evidence of indebtedness) or other assets or securities (excluding dividends or distributions in respect of which an adjustment to the Conversion Rate is made pursuant to Section 4.04(a)), which distribution has a per share value exceeding 10% of the Closing Sale Price of the Common Stock as of the Trading Day immediately preceding the declaration date for such distribution, then, in either case, the Company must deliver notice of such distribution, and of the Ex-Dividend Date for such distribution, to the Holders at least 30 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution. After the Company has delivered such notice, Holders may surrender their Notes for conversion at any time until the earlier of (a) Close of Business on the Business Day immediately preceding such Ex-Dividend Date and (b) the Company’s announcement that such issuance or distribution will not take place. Neither the Trustee nor the Conversion Agent shall have any obligation (I) to determine whether a distribution described in this Section 4.01(b)(iii) has occurred or (II) to verify the Company’s determination regarding such a distribution.

(iv) If a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the Close of Business on the Business Day immediately preceding April 2, 2018, a holder may surrender Notes for conversion at any time from and after the date that is 30 Scheduled Trading Days prior to the anticipated effective date of the transaction or event (or, if later, the date on which the Company gives notice of such transaction) until the Close of Business on (1) if such transaction or event is a Fundamental Change, the Business Day immediately preceding the related Fundamental Change Purchase Date, or (2) otherwise, on the 40th Scheduled Trading Day immediately following the effective date for such transaction or event. To the extent commercially reasonably practicable, the Company will give notice to Holders of the anticipated effective date for such transaction or event not less than 30 Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge of such transaction or event or the Company determines, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose the anticipated effective date of such transaction or event at least 30 Scheduled Trading Days prior to the anticipated effective date, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware of, such transaction or event, unless the Company determines, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction or event (but in no event later than the actual effective date of such transaction or event). Notwithstanding the foregoing, in no event will the Company be required to

provide such notice to the Holders before the earlier of (i) the actual effective date of such transaction or event and (ii) the earlier of such time as the Company or its Affiliates (a) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or event or (b) are required to publicly disclose under applicable law or the rules of any stock exchange on which the Company’s equity is then listed the circumstances giving rise to such anticipated transaction or event. Neither the Trustee nor the Conversion Agent shall have any obligation to (x) determine whether a Fundamental Change or Make-Whole Fundamental Change has occurred or (y) verify the Company’s determination regarding such occurrence or non-occurrence.

(v) Holders will have the right to surrender Notes for conversion if the Company is a party to a consolidation, merger or binding share exchange or a sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the Company’s property and assets that does not also constitute a Fundamental Change, in each case pursuant to which the Common Stock would be converted into cash, securities or other property. In such event, Holders will have the right to surrender Notes for conversion at any time from and including the 30th Scheduled Trading Day prior to the anticipated effective date of such transaction to, and including, the 40th Scheduled Trading Day following the effective date of such transaction. To the extent commercially reasonably practicable, the Company will give notice to Holders of the anticipated effective date for such transaction not less than 30 Scheduled Trading Days prior to the anticipated effective date or, if the Company does not have knowledge of such transaction or it determines, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose the anticipated effective date of such transaction at least 30 Scheduled Trading Days prior to the anticipated effective date, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware, of such transaction, unless the Company determines, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated effective date of such transaction (but in no event later than the actual effective date of such transaction). Notwithstanding the foregoing, in no event will the Company be required to provide such notice to Holders before the earlier of (i) the actual effective date of such transaction and (ii) the earlier of such time as the Company or its Affiliates (a) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated transaction or (b) are required to publicly disclose under applicable law or the rules of any stock exchange on which our equity is then listed the circumstances giving rise to such anticipated transaction. Neither the Trustee nor the Conversion Agent shall have any obligation (x) to determine whether a corporate event described in this Section 4.01(b)(v) has occurred or (y) to verify the Company’s determination regarding such a corporate event.

(a) Each Physical Note shall be convertible at the office of the Conversion Agent and, if applicable, in accordance with the Applicable Procedures.

(b) To exercise the conversion privilege with respect to a beneficial interest in a Global Note, the Holder must comply with the Applicable Procedures for converting, and effecting a book-entry transfer to the Conversion Agent of, a beneficial interest on a Global Note and pay the funds, if any, required by Section 4.02(f) and any taxes or duties if required pursuant to Section 4.02(g), and the Conversion Agent must be informed of the conversion in accordance with the customary practice of the Depositary.

To exercise the conversion privilege with respect to any Physical Notes, the Holder of such Physical Notes shall:

(i) duly sign and complete a conversion notice in the form set forth in the Form of Notice of Conversion (the “Conversion Notice”) or a facsimile of the Conversion Notice;

(ii) deliver the Conversion Notice, which is irrevocable, and the Note to the Conversion Agent;

(iv) if required, pay all transfer or similar taxes as set forth in Section 4.02(g); and

If, upon conversion of a Note, any shares of Common Stock are to be issued to a Person other than the Holder of such Note, the related Conversion Notice shall include such other Person’s name and address.

If a Note has been submitted for repurchase pursuant to a Fundamental Change Purchase Notice, such Note may not be converted except to the extent such Note has been withdrawn by the Holder and is no longer submitted for repurchase pursuant to a Fundamental Change Purchase Notice or unless such Fundamental Change Purchase Notice is withdrawn in accordance with Section 3.07 prior to the relevant Fundamental Change Expiration Time.

For any Note, the date on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such Note shall be the “Conversion Date” with respect to such Note.

Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion immediately prior to the Close of Business on the applicable Conversion Date; provided, however, that except to the extent required by Section 4.04, the person in whose name any shares of Common Stock shall be issuable upon conversion, if any, shall be treated as a stockholder of record (i) as of the Close of Business on the last VWAP Trading Day of the applicable Conversion Period in a Combination Settlement and (ii) as of the Close of Business on the Conversion Date in a Physical Settlement. At the Close of Business on the Conversion Date for a Note, the converting Holder shall no longer be the Holder of such Note.

(c) Endorsement. Any Notes surrendered for conversion shall, unless shares of Common Stock issuable on conversion are to be issued in the same name as the registration of such Notes, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or its duly authorized attorney.

(d) Physical Notes. If any Physical Notes in a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Physical Notes so surrendered, without charge, new Physical Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Physical Notes.

(e) Global Notes. Upon the conversion of a beneficial interest in Global Notes, the Conversion Agent shall make a notation in its records as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversions of Notes effected through any Conversion Agent other than the Trustee.

(f) Interest Due Upon Conversion. If a Holder converts a Note after the Close of Business on a Regular Record Date but prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, such Holder must accompany such Note with an amount of cash equal to the amount of interest that will payable on such Note on the corresponding Interest Payment Date; provided, however, that a Holder need not make such payment (1) if the Conversion Date follows the Regular Record Date immediately preceding the Maturity Date; (2) if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date; or (3) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Note.

(g) Taxes Due upon Conversion. If a Holder converts a Note, the Company will pay any documentary, stamp or similar issue or transfer tax due on the issue of any shares of the Common Stock upon the conversion, unless the tax is due because the Holder requests that any shares be issued in a name other than the Holder’s name, in which case the Holder will pay that tax.

(a) Settlement. Subject to this Section 4.03 and Sections 4.06 and 4.07, upon conversion of any Note, the Company shall pay or deliver, as the case may be, to Holders, in full satisfaction of its conversion obligation under Section 4.01, in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount consisting of, at the election of the Company, solely cash (“Cash Settlement”), solely shares of Common Stock (together with cash in lieu of any fractional share of Common Stock pursuant to Section 4.03(b)) (“Physical Settlement”) or a combination of cash and shares of Common Stock (“Combination Settlement”).

(i) Settlement Election. All conversions occurring on or after April 2, 2018 shall be settled using the same Settlement Method. Prior to April 2, 2018, the Company will use the same Settlement Method for all conversions occurring on the same Conversion Date, but the Company shall not have any obligation to use the same Settlement Method with respect to conversions that occur on different Conversion Dates. If the Company elects a Settlement Method (a “Settlement Election”) and a Specified Dollar Amount, if applicable (a “Specified Dollar Amount Election”), the Company shall provide to the Holders so converting through the Trustee a notice of such Settlement Method (each such notice, a “Settlement Election Notice”) or such Specified Dollar Amount (each such notice, a “Specified Dollar Amount Election Notice”), no later than the Close of Business on the second Trading Day immediately following the related Conversion Date (or, in the case of any conversions occurring on or after April 2, 2018, no later than April 2, 2018). If the Company does not timely elect a Settlement Method, the Company shall no longer have the right to elect Cash Settlement or Physical Settlement, and the Company shall be deemed to have elected Combination Settlement in respect of its Conversion Obligation, and the Specified Dollar Amount per $1,000 principal amount of Notes shall be deemed to be $1,000. If the Company elects Combination Settlement but does not timely notify converting Holders of the Specified Dollar Amount per $1,000 principal amount of Notes, such Specified Dollar Amount will be deemed to be $1,000.

In addition, the Company may, prior to April 2, 2018, at its option, irrevocably elect Combination Settlement with a particular Specified Dollar Amount for all conversions subsequent to its notice to Holders thereof by notice of such election to Holders, the Trustee and the Conversion Agent.

(ii) Settlement Amount. The cash, shares of Common Stock or combination of cash and shares of Common Stock in respect of any conversion of Notes (the “Settlement Amount”) shall be computed as follows:

(A) if the Company elects Physical Settlement, the Company shall deliver to the converting Holder, in respect of each $1,000 principal amount of its Notes being converted, a number of shares of Common Stock equal to the applicable Conversion Rate, together with cash in lieu of any fractional shares of Common Stock pursuant to Section 4.03(b);

(B) if the Company elects (or is deemed to have elected) Cash Settlement, the Company shall pay to the converting Holder, in respect of each $1,000 principal amount of its Notes being converted, cash in an amount equal to the sum of the Daily Conversion Values for each of the 25 consecutive VWAP Trading Days during the related Conversion Period; and

(C) if the Company elects (or is deemed to have elected) Combination Settlement, the Company shall pay or deliver, as the case may be, to the converting Holder, in respect of each $1,000 principal amount of its Notes being converted, an amount of cash and number of shares of Common Stock, if any, equal to the sum of the Daily Settlement Amounts for each of the 25 consecutive VWAP Trading Days during the related Conversion Period.

(iii) Delivery Obligation. The Settlement Amounts upon conversion of the Notes will be paid or delivered, as the case may be, by the Company through the Conversion Agent. The Company shall pay or deliver, as the case may be, the Settlement Amount due in respect of its conversion obligation under this Section 4.03, (i) on the third Business Day immediately following the relevant Conversion Date, if the Company elects Physical Settlement, unless such Conversion Date occurs following the regular record date immediately preceding the Maturity Date, in which case the Company will make such delivery (and payment, if applicable) on the Maturity Date and (ii) on the third Business Day immediately following the last VWAP Trading Day of the related Conversion Period, in any other case; provided, however, that if prior to the Conversion Date for any converted Notes, the Common Stock has been replaced by Reference Property consisting solely of cash, the Company will pay the conversion consideration due in respect of such conversion on the tenth Trading Day immediately following the related Conversion Date, and, notwithstanding the foregoing in this Section 4.03, no Conversion Period will apply to those conversions. For the avoidance of doubt, in the case of Cash Settlement or Combination Settlement, if a VWAP Market Disruption Event occurs on a Scheduled Trading Day during the Conversion Period, or if such Scheduled Trading day is not a Trading Day for any other reason, then the Daily Conversion Value or Daily Settlement Amount, as applicable, will be determined on the next following Trading Day, and delivery of the Settlement Amount will be delayed accordingly. No interest will accrue on account of such delay.

(iv) Exchange-Related Limitations. Notwithstanding anything to the contrary in the Notes or in this Indenture, in connection with limitations imposed by the continued listing standards of the Exchange, the Company shall not enter into any transaction, or take any other action, that would result in the Notes, in the aggregate, becoming convertible into shares of Common Stock in excess of 20% of Common Stock outstanding as of the Last Original Issuance Date, unless the Company, at its election, either (i) obtains shareholder approval of such issuances, in accordance with the shareholder approval rules contained in such listing standards, or (ii) pays cash in lieu of delivering any shares of Common Stock otherwise deliverable upon conversion in excess of such limitations based on (x) the Daily VWAP on each VWAP Trading Day of the relevant Conversion Period in respect of which, in lieu of delivering shares of Common Stock, the Company pays cash pursuant to this Section 4.03(a)(iv), in the case of Cash Settlement or Combination Settlement or (y) the Closing Sale

Price of the Common Stock on the Conversion Date, in the case of Physical Settlement. If the Company pays cash in lieu of delivering shares of Common Stock pursuant to this Section 4.03(a)(iv), it will notify the Trustee, the Conversion Agent and the Holders of the maximum number of shares it will deliver per $1,000 principal amount of converted Notes (x) in respect of each VWAP Trading Day in the relevant Conversion Period, in the case of Cash Settlement or Combination Settlement or (y) in respect of the relevant conversion, in the case of Physical Settlement.

(b) Fractional Shares. Notwithstanding the foregoing, the Company will not issue fractional shares of Common Stock as part of the Settlement Amount due with respect to any converted Note. Instead, if any Settlement Amount includes a fraction of a share of the Common Stock, the Company will, in lieu of delivering such fraction of a share of Common Stock, pay an amount of cash equal to the product of such fraction of a share and (i) in a Physical Settlement, the Daily VWAP on the relevant Conversion Date, or if such Conversion Date is not a VWAP Trading Day, the immediately preceding VWAP Trading Day or (ii) in the case of any other Settlement Method, the Daily VWAP on the last VWAP Trading Day of the relevant Conversion Period (subject to Section 4.03(c) immediately below).

(c) Conversion of Multiple Notes by a Single Holder. If a Holder surrenders more than one Note for conversion on a single Conversion Date, the Company will calculate the amount of cash and the number of shares of Common Stock due with respect to such Notes as if such Holder had surrendered for conversion one Note having an aggregate principal amount equal to the sum of the principal amounts of each of the Notes surrendered for conversion by such Holder on such Conversion Date or, if the Notes surrendered for conversion are beneficial interests in a Global Note, based on such other aggregate number of Notes, or beneficial interests therein, being surrendered by the Holder for conversion on the same date as the Depositary may otherwise request.

(d) Settlement of Accrued Interest and Deemed Payment of Principal. If a Holder converts a Note, the Company will not adjust the Conversion Rate to account for any accrued and unpaid interest on such Note, and the Company’s delivery or payment, as the case may be, of cash, shares of Common Stock or a combination of cash and shares of Common Stock into which a Note is convertible will be deemed to satisfy and discharge in full the Company’s obligation to pay the principal of, and accrued and unpaid interest, if any, on, such Note to, but excluding, the Conversion Date; provided, however, that subject to Section 4.02(f), if a Holder converts a Note after the Close of Business on a Regular Record Date and prior to the Open of Business on the corresponding Interest Payment Date, the Company will still be obligated to pay the interest due on such Interest Payment Date to the Holder of such Note on such Regular Record Date.

As a result, except as otherwise provided in the proviso to the immediately preceding sentence, any accrued and unpaid interest with respect to a converted Note will be deemed to be paid in full rather than cancelled, extinguished or forfeited. In addition, if the Settlement Amount for any Note includes both cash and shares of Common Stock, accrued and unpaid interest will be deemed to be paid first out of the amount of cash delivered upon such conversion.

(e) Notices. Whenever a Conversion Date occurs with respect to a Note, the Conversion Agent will, as promptly as possible, and in no event later than the Business Day immediately following such Conversion Date, deliver to the Company and the Trustee, if it is not then the Conversion Agent, notice that a Conversion Date has occurred, which notice will state such Conversion Date, the principal amount of Notes converted on such Conversion Date and the names of the Holders that converted Notes on such Conversion Date.

On the first Business Day immediately following the last VWAP Trading Day of the Conversion Period applicable to any Note surrendered for conversion in a Cash Settlement or a Combination Settlement, the Company will deliver a written notice to the Conversion Agent and the Trustee (if not also the Conversion Agent) stating the amount of cash and the number of shares of Common Stock, if any, that the Company is obligated to pay or deliver, as the case may be, to satisfy its conversion obligation with respect to each Note converted on such Conversion Date.

(f) Exchange in Lieu of Conversion. When a Holder surrenders Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the first Business Day immediately following the Conversion Date, such Notes to a financial institution designated by the Company for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the designated financial institution must agree to pay and/or deliver, as the case may be, in exchange for such Notes, the Settlement Amount that the Company would be obligated to deliver upon the conversion of such Notes at the time the Company would otherwise be required to deliver such consideration. By the Close of Business on the Business Day immediately following the Conversion Date, the Company will notify the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent that it has directed the designated financial institution to make an exchange in lieu of conversion and that the designated financial institution has agreed to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the conversion agent and to the designated institution.

(i) If the designated institution accepts any such Notes, it will deliver the amount of cash, if any, and the number of shares of Common Stock, if any, due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such consideration. In the case of Notes held through the Depositary, (x) the designated institution shall send an e-mail confirmation to the Conversion Agent once it has (a) wired such cash, if any, to the Holder, providing a Federal Reference Number, (b) processed a transfer to such Holder of such number of shares of Common Stock, if any, and (y) the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of such cash and number of shares of Common Stock, if any. Notes exchanged by the designated institution will remain outstanding. If

the designated institution agrees to accept any Notes for exchange in lieu of conversion but does not timely deliver the related consideration, or if such designated institution does not accept the Notes for exchange, the Company will deliver the relevant consideration to the Holder on the applicable settlement date therefor as if the Company had not made an exchange in lieu of conversion election.

(ii) The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require the financial institution to accept any Notes. The Company will not pay any consideration to, and the Company may, but will not be obligated to, otherwise enter into any agreement with, the designated institution for or with respect to such designation.

Section 4.04 Adjustment of Conversion Rate. The Conversion Rate will be adjusted as described in this Section 4.04, except that no adjustment to the Conversion Rate will be made for a given transaction if Holders of the Notes will participate in that transaction, without conversion of the Notes, on the same terms and at the same time as a holder of a number of shares of Common Stock equal to the principal amount of a Holder’s Notes (expressed in thousands) multiplied by the Conversion Rate would participate.

(a) If the Company issues solely shares of Common Stock as a dividend or distribution on all or substantially all shares of the Common Stock, or if the Company subdivides or combines the Common Stock, the Conversion Rate will be adjusted based on the following formula:

Any adjustment made under this clause (a) will become effective immediately after the Open of Business on the Ex-Dividend Date for such dividend or distribution (regardless of whether the dividend or distribution is scheduled to occur after the Maturity Date), or immediately after the Open of Business on the effective date of such subdivision or combination of Common Stock, as the case may be. If such dividend, distribution, subdivision or combination described in this clause (a) is declared but not so paid or made, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors or a duly authorized committee thereof determines not to pay such dividend or distribution or to effect such subdivision or combination, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared or subdivision or combination had not been announced.

(b) If an Ex-Dividend Date occurs for a distribution to all or substantially all holders of the Common Stock any rights, options or warrants entitling them, for a period of not more than 60 calendar days from the announcement date for such distribution, to subscribe for or purchase shares of the Common Stock, at a price per share less than the average of the Closing Sale Prices of the Common Stock for the 10 consecutive Trading-Day period ending on, and including, the Trading Day immediately preceding the announcement date for such distribution, the Conversion Rate will be increased based on the following formula

Any increase made under this clause (b) will be made successively whenever any such rights, options or warrants are issued and will become effective immediately after the Open of Business on the Ex-Dividend Date for such distribution, regardless of whether the distribution date is scheduled to occur after the Maturity Date. To the extent that such rights, options or warrants expire prior to the Maturity Date and shares of Common Stock are not delivered after the expiration of such rights, options or warrants, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights, options or warrants were scheduled to be distributed prior to the Maturity Date and are not so distributed, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if the Ex-Dividend Date for such distribution had not occurred.

For purposes of this Section 4.04(b) and Section 4.01(b)(iii)(x), in determining whether any rights, options or warrants entitle the holders to subscribe for or purchase shares of Common Stock at a price that is less than the average of the Closing Sale Prices of the Common Stock for each Trading Day in the applicable 10 consecutive Trading-Day period, there shall be taken into account any consideration the Company receives for such rights, options or warrants and any amount payable on exercise thereof, with the value of such consideration, if other than cash, to be determined in good faith by the Board of Directors or a duly authorized committee thereof.

(c) If an Ex-Dividend Date occurs for a distribution (the “Relevant Distribution”) of shares of the Company’s Capital Stock, evidences of the Company’s indebtedness or other assets or property of the Company’s or rights, options or warrants to acquire the Company’s Capital Stock or other securities, to all or substantially all holders of Common Stock (excluding (i) dividends or distributions and rights, options or warrants as to which an adjustment was effected under clause (a) or (b) above; (ii) dividends or distributions paid exclusively in cash; and (iii) Spin-Offs), then the Conversion Rate will be increased based on the following formula:

Any increase made under the above portion of this clause (c) will become effective immediately after the Open of Business on the Ex-Dividend Date for such distribution. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. However, if such distribution is scheduled to be paid or made prior to the Maturity Date and is not so paid or made, the Conversion Rate shall be decreased to be the Conversion Rate that would then be in effect if such distribution had not been declared. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than “SP₀” (as defined above), in lieu of the foregoing increase, each Holder of a Note shall receive, in respect of each $1,000 principal amount thereof, at the same time and upon the same terms as holders of the Common Stock, without having to convert its Notes, the amount and kind of the Relevant Distribution that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex-Dividend Date for the distribution. In the case of rights, options or warrants, if such rights, options or warrants are not so issued, or if no such rights, options or warrants are exercised prior to their expiration, the Conversion Rate shall be decreased to be the Conversion Rate that would then be in effect if the Ex-Dividend Date for the distribution of such rights, options or warrants had not occurred.

With respect to an adjustment pursuant to this clause (c) where there has been an Ex-Dividend Date for a dividend or other distribution on the Common Stock of shares of Capital Stock of any class or series, or similar equity interest, of or relating to a subsidiary or other business unit, that are, or, when issued, will be, listed or admitted for trading on a U.S. national securities exchange (a “Spin-Off”), the Conversion Rate will be increased based on the following formula:

The adjustment to the applicable conversion rate under the preceding paragraph of this clause (c) will be determined on the last day of the Valuation Period but will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off. If the Ex-Dividend Date for the Spin-Off is less than 10 Trading Days prior to, and including, the end of the Conversion Period in respect of any conversion, references within this clause (c) to 10 Trading Days shall be deemed to be replaced, solely in respect of that conversion, with such lesser number of Trading Days as have elapsed from, and including, the Ex-Dividend Date for the Spin-Off to, and including, the last VWAP Trading Day of such Conversion Period. In respect of any conversion during the Valuation Period for any Spin-Off, references within this clause (c) related to 10 Trading Days shall be deemed to be replaced, solely in respect of that conversion, with such lesser number of Trading Days as have elapsed from, and including, the Ex-Dividend Date for such Spin-Off to, but excluding, the relevant Conversion Date.

For purposes of the second adjustment formula set forth in this Section 4.04(c), (i) the Closing Sale Price of any Capital Stock or similar equity interest shall be calculated in a manner analogous to that used to calculate the Closing Sale Price of the Common Stock in the definition of “Closing Sale Price” set forth in Section 1.01, (ii) whether a day is a Trading Day (and whether a day is a Scheduled Trading Day and whether a Market Disruption Event has occurred) for such Capital Stock or similar equity interest shall be determined in a manner analogous to that used to determine whether a day is a Trading Day (or whether a day is a Scheduled Trading Day and whether a Market Disruption Event has occurred) for the Common Stock, and (iii) whether a day is a Trading Day to be included in a Valuation Period will be determined based on whether a day is a Trading Day for both the Common Stock and such Capital Stock or similar equity interest.

Subject to Section 4.04(g), for the purposes of this Section 4.04(c), rights, options or warrants distributed to all or substantially all holders of the Common Stock entitling them to acquire the Company’s Capital Stock or other securities, (either initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (a “Trigger Event”): (1) are deemed to be transferred with such shares of Common Stock; (2) are not exercisable; and (3) are also issued in respect of future issuances of Common Stock, shall be deemed not to have been distributed for purposes of this Section 4.04(c) (and no adjustment to the Conversion Rate under this Section 4.04(c) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate shall be made under this Section 4.04(c). If any such rights, options or warrants, distributed prior to the Issue Date are subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be

the date of distribution and Ex-Dividend Date of such deemed distribution (in which case the original rights, options or warrants shall be deemed to terminate and expire on such date without exercise by any of the holders). In addition, in the event of any distribution or deemed distribution of rights, options or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate under this Section 4.04(c) was made, (1) in the case of any such rights, options or warrants which shall all have been redeemed or purchased without exercise by any Holders thereof, upon such final redemption or purchase (x) the Conversion Rate shall be readjusted as if such rights, options or warrants had not been issued and (y) the Conversion Rate shall then again be readjusted to give effect to such distribution, deemed distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or purchase price received by holders of Common Stock with respect to such rights, options or warrants (assuming each such holder had retained such rights, options or warrants), made to all holders of Common Stock as of the date of such redemption or purchase, and (2) in the case of such rights, options or warrants which shall have expired or been terminated without exercise by any holders thereof, the Conversion Rate shall be readjusted as if such rights and warrants had not been issued.

For purposes of Sections 4.04(a) through (c), if any dividend or distribution to which this Section 4.04(c) applies includes one or both of:

(A) a dividend or distribution of shares of Common Stock to which Section 4.04(a) also applies (the “Clause A Distribution”); or

(B) an issuance of rights, options or warrants entitling holders of the Common Stock to subscribe for or purchase shares of the Common Stock to which Section 4.04(b) also applies (the “Clause B Distribution”),

then (i) such dividend or distribution, other than the Clause A Distribution and the Clause B Distribution, shall be deemed to be a distribution to which this Section 4.04(c) applies (the “Clause C Distribution”) and any Conversion Rate adjustment required to be made under this Section 4.04(c) with respect to such Clause C Distribution shall be made, (ii) the Clause B Distribution, if any, shall be deemed to immediately follow the Clause C Distribution and any Conversion Rate adjustment required by Section 4.04(b) with respect thereto shall then be made, except that, if determined by the Company, (A) the “Ex-Dividend Date” of the Clause B Distribution and the Clause A Distribution, if any, shall be deemed to be the Ex-Dividend Date of the Clause C Distribution and (B) any shares of Common Stock included in the Clause A Distribution or the Clause B Distribution shall not be deemed to be “outstanding immediately prior to the Open of Business on such Ex-Dividend Date” within the meaning of Section 4.04(b), and (iii) the Clause A Distribution, if any, shall be deemed to immediately follow the Clause C Distribution or the Clause B Distribution, as the case may be, except that, if determined by the Company, (A) the “Ex-Dividend Date” of the Clause A Distribution and the Clause B Distribution, if any, shall be deemed to be the Ex-Dividend Date of the Clause C Distribution, and (B) any shares of Common Stock included in the Clause A Distribution shall not be deemed to be “outstanding immediately prior to the Open of Business on such Ex-Dividend Date or such effective date” within the meaning of Section 4.04(a).

(d) If an Ex-Dividend Date occurs for a cash dividend or distribution to all, or substantially all, holders of the outstanding Common Stock (other than any dividend or distribution in connection with the Company’s liquidation, dissolution or winding up), the Conversion Rate will be increased based on the following formula:

Any increase made under this clause (d) shall become effective immediately after the Open of Business on the Ex-Dividend date for such dividend or distribution. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate. However, if any dividend or distribution described in this clause (d) is scheduled to be paid or made prior to the Maturity Date but is not so paid or made, the new Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared.

Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP₀” (as defined above), in lieu of the foregoing increase, each Holder of a Note shall receive, for each $1,000 principal amount of Notes, at the same time and upon the same terms as holders of shares of the Common Stock, without having to convert its Notes, the amount of cash that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the applicable Conversion Rate on the Ex-Dividend Date for such cash dividend or distribution.

(e) If the Company or any of its Subsidiaries makes a payment in respect of a tender or exchange offer for the Common Stock, and if the cash and value of any other consideration included in the payment per share of Common Stock exceeds the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading-Day

period commencing on, and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “Offer Expiration Date”), the Conversion Rate will be increased based on the following formula:

The adjustment to the Conversion Rate under the preceding paragraph of this clause (e) will be determined at the Close of Business on the tenth Trading Day immediately following, but excluding, the Offer Expiration Date but will be given effect at the Open of Business on the Trading Day next succeeding the Offer Expiration Date. If the Trading Day next succeeding the Offer Expiration Date is less than 10 Trading Days prior to, and including, the end of the Conversion Period in respect of any conversion, references within this clause (e) to 10 Trading Days shall be deemed to be replaced, solely in respect of that conversion, with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the Offer Expiration Date to, and including, the last VWAP Trading Day of such conversion period. In respect of any conversion during the 10 Trading Days commencing on, and including, the Trading Day next succeeding the Offer Expiration Date, references within this clause (e) to 10 Trading Days shall be deemed to be replaced, solely in respect of that conversion, with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the Offer Expiration Date to, but excluding, the relevant Conversion Date. No adjustment pursuant to the above formula will result in a decrease of the Conversion Rate.

(f) Special Settlement Provisions. Notwithstanding anything to the contrary herein, if a Holder converts a Note in a Combination Settlement, and the Daily Settlement Amount for any VWAP Trading Day during the Conversion Period applicable to such Note:

(i) is calculated based on a Conversion Rate adjusted on account of any event described in Sections 4.04(a) through (e); and

(ii) includes any shares of Common Stock that, but for this provision, would entitle their holder to participate in such event;

then, although the Company will otherwise treat such Holder as the holder of record of such shares of Common Stock on the last VWAP Trading Day of such Conversion Period, the Company will not permit such Holder to participate in such event on account of such shares of Common Stock.

In addition, notwithstanding anything to the contrary herein, if a Holder converts a Note and:

(i) Combination Settlement is applicable to such Note and shares of Common Stock are deliverable to settle the Daily Net Share Settlement Number for a given Trading Day within the Conversion Period applicable to such Note;

(ii) any distribution, transaction or event described in Sections 4.04(a)-(e) has not yet resulted in an adjustment to the applicable Conversion Rate on such Trading Day; and

(iii) the shares of Common Stock deliverable in respect of such Trading Day are not entitled to participate in the relevant distribution or transaction (because such shares of Common Stock were not held on a related Record Date or otherwise),

then the Company will adjust the number of shares of Common Stock delivered in respect of the relevant Trading Day to reflect the relevant distribution or transaction.

(ii) any distribution or transaction described in Sections 4.04(a)-(e) has not yet resulted in an adjustment to the applicable Conversion Rate on a given Conversion Date; and

(iii) the shares of Common Stock deliverable on settlement of the related conversion are not entitled to participate in the relevant distribution or transaction (because such shares of Common Stock were not held on a related Record Date or otherwise),

then the Company will adjust the number of shares of Common Stock delivered in respect of the relevant Trading Day to reflect the relevant distribution or transaction. Notwithstanding the foregoing, if a Conversion Rate adjustment becomes effective on any Ex-Dividend Date as described above, and a Holder that has converted its Notes on or after such Ex-Dividend Date and on or prior to the related Record Date would be treated as the record holder of shares of Common Stock as of the related Conversion Date pursuant to Section 4.03 based on an adjusted Conversion Rate for such Ex-Dividend Date, then, notwithstanding the foregoing Conversion Rate adjustment provisions, the Conversion Rate adjustment relating to such Ex-Dividend Date will not be made for such converting Holder. Instead, such Holder will be treated as if such Holder were the record owner of the shares of Common Stock on an unadjusted basis and participate in the related dividend, distribution or other event giving rise to such adjustment.

(g) Poison Pill. If a Holder converts a Note, to the extent that the Company has a rights plan in effect, if Physical Settlement applies to such Note, on the Conversion Date applicable to such Note, and if Combination Settlement applies to such Note on any VWAP Trading Day in the Conversion Period applicable to such Note, the Holder converting such Note will receive, in addition to any shares of Common Stock otherwise received in connection with such conversion on such Conversion Date or such VWAP Trading Day, as the case may be, the rights under the rights plan, unless prior to such Conversion Date or such VWAP Trading Day, as the case may be, the rights have separated from the Common Stock, in which case, and only in such case, the Conversion Rate will be adjusted at the time of separation as if the Company distributed to all holders of the Common Stock, Distributed Property as described in Section 4.04(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

(h) Deferral of Adjustments. Notwithstanding anything to the contrary herein, the Company will not be required to adjust the Conversion Rate unless such adjustment would require an increase or decrease of at least one percent; provided, however, that any such minor adjustments that are not required to be made will be carried forward and taken into account in any subsequent adjustment, and provided, further, that any such adjustment of less than one percent that has not been made shall be made upon the occurrence of (i) the Effective Date for any Fundamental Change or Make-Whole Fundamental Change (ii) in the case of any Note to which Physical Settlement applies, the Conversion Date, and, in the case of any Note to which Cash Settlement or Combination Settlement applies, each VWAP Trading Day of the applicable Conversion Period and (iii) every one year anniversary of the date hereof. In addition, the Company shall not account for such deferrals when determining whether any of the conditions to conversion have been satisfied or what number of shares of Common Stock a Holder would have held on a given day had it converted its Notes.

(i) Limitation on Adjustments. Except as stated in this Section 4.04, the Company will not adjust the Conversion Rate for the issuance of shares of Common Stock or any securities convertible into or exchangeable for shares of Common Stock or the right to purchase shares of Common Stock or such convertible or exchangeable securities. If, however, the application of the formulas in Sections 4.04(a) through (e) would result in a decrease in the Conversion Rate, then, except to the extent of any readjustment to the Conversion Rate, no adjustment to the Conversion Rate will be made (other than as a result of a reverse share split or share combination).

In addition, notwithstanding anything to the contrary herein, the Conversion Rate will not be adjusted:

(i) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any present or future employee, director or consultant benefit plan or program of or assumed by us or any of our subsidiaries;

(ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan, program or agreement or employee stock purchase plan of or assumed by the Company or any of its Subsidiaries;

(iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in Section 4.04(i)(ii) immediately above and outstanding as of the date the Notes were first issued;

For purposes of this Section 4.04, the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company so long as the Company does not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Company, but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.

(a) Discretionary Adjustments. Whenever any provision of this Indenture requires the Company to calculate the Closing Sale Prices, the Daily VWAPs or any function thereof over a span of multiple days (including during an Conversion Period), the Company will make appropriate adjustments to each, if any, to account for any

adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the effective date, Ex-Dividend Date or Offer Expiration Date of the event occurs, at any time during the period when such Closing Sale Prices, the Daily VWAPs or function thereof is to be calculated.

(b) Voluntary Adjustments. To the extent permitted by applicable law and applicable requirements of the Exchange, the Company is permitted to increase the Conversion Rate of the Notes by any amount for a period of at least 20 Business Days if such increase is irrevocable for such period and the Board of Directors determines that such increase would be in the Company’s best interest; provided that the Company must give at least 15 days’ prior notice of any such increase in the Conversion Rate. To the extent permitted by applicable law and applicable requirements of the Exchange, the Company may also (but is not required to) increase the Conversion Rate to avoid or diminish income tax to holders of Common Stock or rights to purchase shares of Common Stock in connection with a dividend or distribution of shares (or rights to acquire shares) or similar event.

Section 4.06 Adjustment to Conversion Rate Upon Conversion in Connection with a Make-Whole Fundamental Change.

(a) Increase in the Conversion Rate. If a Make-Whole Fundamental Change occurs and a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change, then the Company shall, to the extent provided herein, increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional shares of Common Stock (the “Additional Shares”), as described in this Section 4.06. A conversion of Notes shall be deemed for these purposes to be “in connection with” a Make-Whole Fundamental Change if the relevant Conversion Notice is received by the Conversion Agent during the period from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the Close of Business on the Business Day immediately prior to the related Fundamental Change Purchase Date or, if such Make-Whole Fundamental Change is not also a Fundamental Change, the 35th Business Day immediately following the Effective Date for such Make-Whole Fundamental Change (such period, the “Make-Whole Fundamental Change Period”).

(b) Cash Mergers. Notwithstanding anything to the contrary herein, if the consideration paid to holders of the Common Stock in any Make-Whole Fundamental Change described in clause (2) of the definition of “Fundamental Change” is comprised entirely of cash, then, for any conversion of Notes following the Effective Date of such Make-Whole Fundamental Change, the payment and delivery obligations upon the conversion of a Note shall be calculated based solely on the Stock Price for such Make-Whole Fundamental Change and shall be deemed to be an amount equal to the applicable Conversion Rate (including any adjustment as described in this Section 4.06) multiplied by such Stock Price. In such event, the Company’s conversion obligation will be determined and paid to Holders in cash on the third Business Day following the applicable Conversion Date. Otherwise, the Company will settle any conversion of the Notes following the Effective Date for a Make-Whole Fundamental Change in accordance with Section 4.03 (but subject to Section 4.04).

(c) Determining the Number of Additional Shares. The number of Additional Shares, if any, by which the Conversion Rate will be increased for a Holder that converts its Notes in connection with a Make-Whole Fundamental Change shall be determined by reference to the table attached as Schedule A, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective (the “Effective Date”), and the price (the “Stock Price”) paid (or deemed paid) per share of the Common Stock in the Make-Whole Fundamental Change, as determined under the two immediately following sentences. If the holders of the Common Stock receive only cash in a Make-Whole Fundamental Change described in clause (2) of the definition of “Fundamental Change,” the Stock Price shall be the cash amount paid per share of Common Stock. Otherwise, the Stock Price shall be the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading-Day period ending on, and including, the Trading Day immediately preceding the Effective Date of the Make-Whole Fundamental Change.

(d) Interpolation and Limits. The exact Stock Prices and Effective Dates may not be set forth in the table in Schedule A, in which case:

(i) If the Stock Price is between two Stock Prices in the table or the Effective Date is between two dates in the table, the number of Additional Shares shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Prices and the earlier and later dates, as applicable, based on a 365-or 366-day year, as applicable.

(ii) If the Stock Price is greater than $65 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table in Schedule A), no Additional Shares will be added to the Conversion Rate.

(iii) If the Stock Price is less than $5.66 per share (subject to adjustments in the same manner as the Stock Prices set forth in the column headings of the table in Schedule A), no Additional Shares will be added to the Conversion Rate.

Notwithstanding the foregoing, in no event will the Conversion Rate be increased on account of a Make-Whole Fundamental Change to exceed 176.6784 shares of Common Stock per $1,000 principal amount of Notes, subject to adjustments in the same manner as the Conversion Rate is required to be adjusted as set forth in Section 4.04.

(iv) The Stock Prices set forth in the column headings of the table in Schedule A shall be adjusted as of any date on which the Conversion Rate of the Notes is otherwise required to be adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment giving rise to the Stock Price adjustment and the denominator of

which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in such table shall be adjusted in the same manner and at the same time as the Conversion Rate is required to be adjusted as set forth in Section 4.04.

(e) Notices. The Company will notify Holders, the Trustee and the Conversion Agent of the anticipated Effective Date of any Make-Whole Fundamental Change and issue a press release as soon as practicable after the Company first determines the anticipated Effective Date of such Make-Whole Fundamental Change (and make the press release available on the Company’s website). The Company will use its commercially reasonable efforts to give notice to Holders of the anticipated Effective Date of such Make-Whole Fundamental Change not more than 70 Scheduled Trading Days nor less than 30 Scheduled Trading Days prior to the anticipated Effective Date or, if the Company does not have knowledge of such Make-Whole Fundamental Change or the Company determines, in its commercially reasonable discretion, that it is impractical or inadvisable to disclose the anticipated Effective Date of such Make-Whole Fundamental Change at least 30 Scheduled Trading Days prior to the anticipated Effective Date, within one business day of the date upon which the Company receives notice, or otherwise becomes aware, of such Make-Whole Fundamental Change or receives notice, or otherwise becomes aware of, such Make-Whole Fundamental Change, unless the Company determines, in its commercially reasonable discretion, that it is no longer impractical or inadvisable to disclose the anticipated Effective Date of such Make-Whole-Fundamental Change (but in no event later than the actual Effective Date of such Make-Whole Fundamental Change). Notwithstanding the foregoing, in no event will the Company be required to provide such notice to Holders before the earlier of (i) the actual Effective Date of such Make-Whole Fundamental Change and (ii) the earlier of such time as the Company or its Affiliates (a) have publicly disclosed or acknowledged the circumstances giving rise to such anticipated Make-Whole Fundamental Change or (b) are required to publicly disclose under applicable law or the rules of any stock exchange on which the Company’s equity is then listed the circumstances giving rise to such Make-Whole Fundamental Change.

Section 4.07 Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale.

(i) any recapitalization, reclassification or change of the Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination for which an adjustment was made pursuant to Section 4.04(a));

(iii) any sale, lease or other transfer to a third party of the consolidated assets of the Company and its Subsidiaries substantially as an entirety;

and, in each case, as a result of which the Common Stock would be converted into, or exchanged for, common stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event,” any such common stock, other securities, other property or assets (including cash or any combination thereof), “Reference Property,” and (i) the amount and kind of Reference Property that a holder of one share of Common Stock is entitled to receive in the applicable Merger Event, or (ii) if as a result of the applicable Merger Event, each share of Common Stock is converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), the per share of Common Stock weighted average of the amounts and kinds of Reference Property received by the holders of Common Stock that affirmatively make such an election (disregarding, for these purposes, any arrangement to deliver cash in lieu of any fractional security or other unit of Reference Property), a “Unit of Reference Property”) then, at the effective time of such Merger Event, the consideration due upon conversion of any Notes will be determined in the same manner as if each reference to any number of shares of Common Stock in this Article 4 were instead a reference to the same number of Units of Reference Property (it being understood that no adjustment will be made pursuant to Sections 4.04(a)-(e) with respect to any portion of Reference Property that does not consist of Capital Stock), and, prior to or at the effective time of such Merger Event, the Company or the successor or purchasing person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing for such change; provided, however, that at and after the effective time of the Merger Event, (x) the Company will continue to have the right to determine the Settlement Method upon conversion of the Notes pursuant to Section 4.03(a)(i) and (y) (i) any amount payable in cash upon conversion of the Notes in accordance with Section 4.03 and 4.06 shall continue to be payable in cash, (ii) the number of shares of Common Stock that the Company would have been required to deliver upon conversion of the Notes in accordance with Section 4.03 and 4.06 shall instead be deliverable in Units of Reference Property and (iii) the Daily VWAP and the Closing Sale Price will, to the extent reasonably possible, be calculated based on the value of a Unit of Reference Property and the definitions of VWAP Trading Day and VWAP Market Disruption Event shall be determined by reference to the components of a Unit of Reference Property.

The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 4.07. Such supplemental indenture described in the immediately preceding paragraph shall provide for adjustments which shall be as nearly equivalent to the adjustments provided for in this Article 4 in the judgment of the Board of Directors or the board of directors of the successor person. If, in the case of any such Merger Event, the Reference Property receivable thereupon by a holder of Common Stock includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a person other than the successor or purchasing person, as the case may be, in such Merger Event, then such indenture shall also be executed by such other person.

(b) Notice of Supplemental Indentures. The Company shall cause written notice of the execution of such supplemental indenture to be mailed to each Holder, at the

address of such Holder as it appears on the register of the Notes maintained by the Registrar, within 20 calendar days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 4.07 shall similarly apply to successive Merger Events.

(c) Prior Notice. In addition, at least 20 Scheduled Trading Days before any Merger Event, the Company shall give notice to Holders of such Merger Event, or, if the Company has not publicly announced such Merger Event at such time, as promptly as practicable after publicly announcing such Merger Event. In any such notice, the Company shall also specify the composition of the Unit of Reference Property for such Merger Event, or, if the Company has not determined the composition of such Unit of Reference Property at such time, the Company will provide an additional written notice to Holders that states the composition of such Unit of Reference Property as promptly as practicable after determining its composition.

(a) Reservation of Shares. To the extent necessary to satisfy its obligations under this Indenture, prior to issuing any shares of Common Stock, the Company will reserve out of its authorized but unissued shares of Common Stock a sufficient number of shares of Common Stock to permit the conversion of the Notes.

(b) Certain other Covenants. The Company covenants that all shares of Common Stock that may be issued upon conversion of Notes shall be newly issued shares or treasury shares, shall be duly authorized, validly issued, fully paid and non-assessable and shall be free from preemptive rights and free from any tax, lien or charge (other than those created by the Holder or due to a change in registered owner). The Company shall list or cause to have quoted any shares of Common Stock to be issued upon conversion of Notes on each national securities exchange or over-the-counter or other domestic market on which the Common Stock is then listed or quoted.

The Trustee and any Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine or calculate the Conversion Rate, to determine whether any facts exist which may require any adjustment of the Conversion Rate, or to confirm the accuracy of any such adjustment when made or the appropriateness of the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock or of any other securities or property that may at any time be issued or delivered upon the conversion of any Notes; and the Trustee and the Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Notes for the purpose of conversion or to comply

with any of the duties, responsibilities or covenants of the Company contained in this Article 4. The rights, privileges, protections, immunities and benefits given to the Trustee, including without limitation its right to be compensated, reimbursed and indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, including its capacity as Conversion Agent and as Bid Solicitation Agent.

Whenever the Conversion Rate is adjusted as herein provided, the Company shall promptly file with the Trustee and any Conversion Agent (if other than the Trustee) an Officer’s Certificate setting forth the Conversion Rate after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Unless and until a Responsible Officer of the Trustee shall have received such Officer’s Certificate, the Trustee shall not be deemed to have knowledge of any adjustment of the Conversion Rate and may assume that the last Conversion Rate of which it has knowledge is still in effect. Promptly after delivery of such certificate, the Company shall prepare a notice of such adjustment of the Conversion Rate setting forth the adjusted Conversion Rate and the date as of which each adjustment becomes effective and shall deliver such notice of such adjustment of the Conversion Rate to the Holder of each Note at his or her last address appearing on the Register provided for in Section 2.06 of this Indenture, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality, effectiveness or validity of any such adjustment and shall not be an Event of Default under this Indenture.

(a) Notice to Holders Prior to Certain Actions. The Company shall deliver notices of the events specified below at the times specified below and containing the information specified below unless, in each case, (i) pursuant to this Indenture, the Company is already required to deliver notice of such event containing at least the information specified below at an earlier time or, (ii) the Company, at the time it is required to deliver a notice, does not have knowledge of all of the information required to be included in such notice, in which case, the Company shall (A) deliver notice at such time containing only the information that it has knowledge of at such time (if it has knowledge of any such information at such time), and (B) promptly upon obtaining knowledge of any such information not already included in a notice delivered by the Company, deliver notice to each Holder with a copy to the Trustee containing such information. In each case, the failure by the Company to give such notice, or any defect therein, shall not affect the legality or validity of such event.

(i) Voluntary Increases. If the Company increases the Conversion Rate pursuant to Section 4.05(b), the Company shall mail to the Holders a notice of the increased Conversion Rate and the period during which such increased Conversion Rate will be in effect at least 15 calendar days prior to the date the increased Conversion Rate takes effect, in accordance with the applicable law.

(ii) Dissolutions, Liquidations and Winding-Ups. If there is a voluntary or involuntary dissolution, liquidation or winding-up of the Company,

the Company shall deliver notice to the Holders as promptly as possible, but in any event at least 15 calendar days prior to the earlier of (i) the date on which such dissolution, liquidation or winding-up, as the case may be, is expected to become effective or occur, and (ii) the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such dissolution, liquidation or winding-up, as the case may be, which notice shall state the expected effective date and record date for such event, as applicable, and the amount and kind of property that a holder of one share of the Common Stock is expected to be entitled, or may elect, to receive in such event. The Company shall deliver an additional notice to holders, as promptly as practicable, whenever the expected effective date or record date, as applicable, or the amount and kind of property that a holder of one share of the Common Stock is expect to be entitled to receive in such event, changes.

(b) Notices After Certain Actions and Events. Whenever an adjustment to the Conversion Rate becomes effective pursuant to Sections 4.04, 4.05 or 4.06, the Company will (i) file with the Trustee an Officer’s Certificate stating that such adjustment has become effective, the Conversion Rate, and the manner in which the adjustment was computed and (ii) deliver written notice to the Holders stating that such adjustment has become effective and the Conversion Rate or conversion privilege as adjusted. Failure to give any such notice, or any defect therein, shall not affect the validity of any such adjustment.

Section 5.01 Payment of Principal and Interest and the Fundamental Change Purchase Price.

The Company covenants and agrees that it will cause to be paid the principal of (including the Fundamental Change Purchase Price), premium, if any, on and accrued and unpaid interest, if any, on each of the Notes at the places, at the respective times and in the manner provided herein and in the Notes.

The Company will maintain in the continental United States an office of the Paying Agent, an office of the Registrar and an office or agency where Notes may be surrendered for conversion (“Conversion Agent”) and where notices and demands to or upon the Company in respect of the Notes and this Indenture (other than the type contemplated by Section 12.14) may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office or the office or agency of the Trustee.

The Company may also from time to time designate as co-registrars one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the continental United States for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The terms “Paying Agent” and “Conversion Agent” include any such additional or other offices or agencies, as applicable.

The Company hereby initially designates the Trustee as the Paying Agent, Registrar, Conversion Agent, and its Corporate Trust Office shall be considered as one such office or agency of the Company for each of the aforesaid purposes. The Company or its Affiliates may act as Paying Agent or Registrar.

With respect to any Global Note, the Corporate Trust Office of the Trustee or any Paying Agent shall be the place of payment where such Global Note may be presented or surrendered for payment or conversion or for registration of transfer or exchange, or where successor Notes may be delivered in exchange therefor; provided, however, that any such payment, conversion, presentation, surrender or delivery effected pursuant to the Applicable Procedures for such Global Note shall be deemed to have been effected at the place of payment for such Global Note in accordance with the provisions of this Indenture; provided further that no service of legal process against the Company or any Guarantor may be made at any office of the Trustee or Collateral Trustee.

(a) If the Company shall appoint a Paying Agent other than the Trustee, the Company will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree, subject to the provisions of this Section 5.03:

(i) that it will hold all sums held by it as such agent for the payment of the principal of, any premium on, accrued and unpaid interest, if any, on and Fundamental Change Purchase Price for the Notes in trust for the benefit of the Holders of the Notes;

(ii) that it will give the Trustee prompt written notice of any failure by the Company to make any payment of the principal of, any premium on, accrued and unpaid interest, if any, on or Fundamental Change Purchase Price for the Notes when the same shall be due and payable; and

(iii) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust.

The Company shall, on or before each due date of the principal of, any premium on, accrued and unpaid interest, if any, on and Fundamental Change Purchase Price for the Notes, deposit with the Paying Agent a sum sufficient to pay such principal, premium, accrued and

unpaid interest or Fundamental Change Purchase Price, as the case may be, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of any failure to take such action, provided that, if such deposit is made on the due date, such deposit must be received by the Paying Agent by 11:00 a.m., New York City time, on such date.

(b) If the Company shall act as its own Paying Agent, it will, on or before each due date of the principal of, any premium on, accrued and unpaid interest, if any, on or Fundamental Change Purchase Price for the Notes, set aside, segregate and hold in trust for the benefit of the Holders of the Notes a sum sufficient to pay such principal, any premium, accrued and unpaid interest, if any, or Fundamental Change Purchase Price, as the case may be, so becoming due and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company to make any payment of the principal of, premium on, accrued and unpaid interest on or Fundamental Change Purchase Price for the Notes when the same shall become due and payable.

(c) Anything in this Section 5.03 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by any Paying Agent hereunder as required by this Section 5.03, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the any Paying Agent to the Trustee, such Paying Agent (if other than the Company) shall be released from all further liability with respect to such sums.

(d) Subject to any applicable abandoned property law, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, any premium on, accrued and unpaid interest, if any, on or Fundamental Change Purchase Price for any Note and remaining unclaimed for two years after such principal, premium, accrued and unpaid interest or Fundamental Change Purchase Price has become due and payable shall be paid to the Company on written request of the Company contained in an Officer’s Certificate, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that before the Trustee or such Paying Agent are required to make any such repayment, the Company shall cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The Borough of Manhattan, The City of New York, New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 calendar days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

The Company will furnish to the Trustee, within 15 calendar days after it is required to file the same with the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Any such report, information or document that the Company files with the Commission through the EDGAR system (or any successor thereto) will be deemed to be delivered to the Trustee for the purposes of this Section 5.04 at the time of such filing through the EDGAR system (or such successor thereto).

At any time the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company will, so long as any of the Notes or the shares of Common Stock delivered upon conversion of the Notes will, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee and will, upon written request, provide to any Holder, beneficial owner or prospective purchaser of such Notes or such shares of Common Stock the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or such shares of Common Stock pursuant to Rule 144A under the Securities Act. The Company will take such further action as any Holder or beneficial owner of such Notes or any holder or beneficial owner of such shares of Common Stock may reasonably request from time to time to enable such Holder or beneficial owner to sell such Notes or such holder or beneficial owner to sell shares of Common Stock in accordance with Rule 144A under the Securities Act, as such rule may be amended from time to time.

Delivery of any such reports, information and documents to the Trustee shall be for informational purposes only, and the Trustee’s receipt of such reports, information and documents shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates) or any other agreement or document.

Section 5.05 Statements as to Defaults. The Company is required to deliver to the Trustee (i) within 120 days after the end of each fiscal year ending December 31, an Officer’s Certificate stating whether or not the signers thereof know of any default of the Company that occurred during the previous year and whether the Company, to the Officer’s knowledge, is in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and (ii) within 30 days after the occurrence thereof, written notice in the form of an Officer’s Certificate of any events that would constitute Defaults or Events of Default, setting forth the details of such Defaults or Events of Default, their status and the action the Company is taking or proposes to take in respect thereof. Such Officer’s Certificate shall also comply with any additional requirements set forth in Section 5.07. The Trustee shall not be deemed to have notice of any Default or Event of Default except in accordance with Section 11.03(i).

Section 5.06 Additional Interest Notice. If Additional Interest is payable by the Company pursuant to Section 5.08 or Section 6.03, the Company shall deliver to the Trustee and the Paying Agent an Officer’s Certificate, prior to the Regular Record Date for each applicable Interest Payment Date, to that effect stating (a) the amount of such Additional Interest that is payable and (b) the date on which such interest is payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. The Trustee shall have no obligation to calculate or determine, or verify the Company’s calculations or determinations of, the amount of any Additional Interest payable by the Company under this Indenture. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officer’s Certificate setting forth the particulars of such payment.

(a) Except as otherwise expressly provided in this Indenture, upon any application or request by the Company to the Trustee or Collateral Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee or Collateral Trustee, as applicable, an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished; provided that no Opinion of Counsel shall be required to be delivered in connection with the issuance of the Notes on the date hereof.

(b) Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(i) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(iii) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(iv) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

(c) All applications, requests, certificates, statements or other instruments given under this Indenture shall be without personal recourse to any individual giving the same and may include an express statement to such effect.

(a) If, at any time during the six-month period beginning on, and including, the date which is six months after the Last Original Issuance Date, the Company fails to timely file any periodic report that the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to

all applicable grace periods thereunder and other than current reports on Form 8-K), or the Notes are not otherwise Freely Tradable, including pursuant to Rule 144 under the Securities Act, by Holders other than affiliates (within the meaning of Rule 144) of the Company or Holders that were affiliates (within the meaning of Rule 144) of the Company during the 90 days immediately preceding the date of the proposed transfer (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), (i) for the first three months of such six-month period, the Company shall pay Additional Interest that will accrue on the Notes at the rate of 0.25% per annum of the principal amount of Notes then Outstanding for each day during such first three-month period for which the Company’s failure to file has occurred and is continuing or for which the restrictions on transfer are applicable and (ii) for the final three months of such six-month period, the Company shall pay Additional Interest that will accrue on the Notes at the rate of 0.50% per annum of the principal amount of Notes then Outstanding for each day during such final three-month period for which the Company’s failure to file has occurred and is continuing or for which the restrictions on transfer are applicable; provided that such six-month period shall end on the date that is one year from the Last Original Issuance Date.

(b) Further, if, and for so long as, the Restricted Notes Legend has not been removed from the Notes, the Notes are assigned a restricted CUSIP number or the Notes are not otherwise Freely Tradable by Holders other than affiliates (within the meaning of Rule 144) of the Company or Holders that were affiliates (within the meaning of Rule 144) of the Company during the 90 days immediately preceding the date of the proposed transfer (without restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes) as of the 375th day after the Last Original Issuance Date, the Company will pay Additional Interest on the Notes that will accrue on the Notes at the rate of 0.50% per annum of the principal amount of Notes then Outstanding until such Restricted Notes Legend is removed, the Notes are assigned an unrestricted CUSIP number and the Notes are Freely Tradable.

(c) Such Additional Interest that is payable under this Section 5.08 shall be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes and will be separate and distinct from, and in addition to, any Additional Interest that may accrue pursuant to Section 6.03, subject to the limitations on the maximum annual rate of Additional Interest set forth in Section 6.03(d).

(d) In no event shall Additional Interest accruing pursuant to this Section 5.08 accrue on any day under the terms of this Indenture (taking any such Additional Interest pursuant to this Section 5.08 together with any Additional Interest pursuant to Sections 6.03(a) and 6.03(c)) at an annual rate in excess of 0.50% for any violation or Default caused by the Company’s failure to be current in respect of its Exchange Act reporting obligations.

Section 5.09 Corporate Existence. Subject to Article 9, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights (charter and statutory) and franchises; provided, however, that the Company shall not be required to preserve any such right or franchise if, in the judgment of the Company, the preservation thereof is no longer desirable in the conduct of the business of the Company.

Section 5.10 Restriction on Resales. The Company shall not, and shall procure that no “affiliate” (as defined under Rule 144) of the Company shall, resell any of the Notes that have been reacquired by the Company or any such “affiliate” (as defined under Rule 144).

Section 5.11 Further Instruments and Acts. Upon request of the Trustee, the Company will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purposes of this Indenture.

Section 5.12 Par Value Limitation. The Company shall not take any action that, after giving effect to any adjustment pursuant to Article 4, would result in the issuance of shares of Common Stock for less than the par value of such shares of Common Stock.

Section 5.13 Maintenance of Collateral. The Company shall maintain a valid and perfected Lien in the Collateral having priority specified in the Collateral Documents. The Company shall execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and take all such actions as required for the purposes of implementing or effectuating the provisions of each of the Collateral Documents, or of renewing the rights of the Holders, in each case with respect to the Collateral as to which the Collateral Trustee, for the ratable benefit of itself, the Trustee and the Holders, has a perfected Lien pursuant thereto in favor of the Collateral Trustee for the benefit of the Secured Parties.

Section 5.14 Further Assurances. Subject to the limitations set forth in the Collateral Documents, the Company will execute any and all further documents, financing statements, agreements and instruments, and take all further action that may be required under applicable law, in order to grant, preserve, protect and perfect the validity and priority of the security interests and Liens created or intended to be created by the Collateral Documents in the Collateral.

Section 5.15 Company to Furnish Trustee Names and Addresses of Holders. The Company will furnish or cause to be furnished to the Trustee:

(a) semi-annually, not later than the 10th day after each Regular Record Date, a list, in such form as the Trustee may reasonably require, containing all the information in the possession or control of the Company, or any of its Paying Agents other than the Trustee, of the names and addresses of the Holders, as of such preceding Regular Record Date, and

(b) at such other times as the Trustee may request in writing, within 15 days after the receipt by the Company of any such request, a list of similar form and content as of a date the Trustee may reasonably require.

Section 5.16 Additional Guarantors. If any of the Company’s Subsidiaries that is not a Guarantor becomes a guarantor under the Credit Agreement or Other Pari Passu Lien Debt, that Subsidiary shall (i) execute and deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Subsidiary shall unconditionally Guarantee, on a senior secured basis, all of the Obligations on the terms set forth in this Indenture, (ii) execute and deliver to the Collateral Trustee such Collateral Documents as may be necessary to grant to the Collateral Trustee a Lien granted by such Subsidiary to secure obligations under the Credit Agreement or Other Pari Passu Lien Debt to also secure, on an equal and ratable basis, the Obligations, or as the Collateral Trustee may reasonably request, and (iii) deliver to the Trustee and the Collateral Trustee an Opinion of Counsel that such supplemental indenture and such Collateral Documents have been duly authorized, executed and delivered by such Subsidiary and constitute the legal, valid, binding and enforceable obligations of such Subsidiary. Thereafter, such Subsidiary shall be a Guarantor for all purposes hereof until such Guarantee is released in accordance herewith.

(a) With respect to any property acquired after the Issue Date by the Company or any Guarantor (other than (1) any property described in paragraph (b) of this Section 5.17 and (2) any property excluded from the obligation to be made subject to a Lien pursuant to the Collateral Documents) as to which the Collateral Trustee, for the benefit of the Secured Parties, does not have a perfected Second Priority Lien, promptly (i) execute and deliver to the Collateral Trustee such amendments to the Pledge and Security Agreement or such other documents as may be necessary to grant to the Trustee or Collateral Trustee, for the benefit of the Secured Parties, a security interest in such property, or as the Collateral Trustee may reasonably request, and (ii) take all actions reasonably necessary or advisable to grant to the Collateral Trustee, for the benefit of the Secured Parties, a perfected Second Priority security interest in such property (subject to Liens permitted under Section 7.01 of the Credit Agreement), including the filing of filings with respect to IP Rights (other than any filings in any jurisdiction other than the U.S. to perfect a Lien on any Foreign IP Rights to the extent the cost of obtaining such perfection exceeds the practical benefit to the Holders afforded thereby (as reasonably determined in good faith by the Board of Directors unless otherwise required by any other Pari Passu Lien Document)), UCC financing statements, and other filings and in such jurisdictions as may be required by the Pledge and Security Agreement, other Collateral Documents or by law or as may be requested by the Trustee or the Collateral Trustee.

(b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $5,000,000 acquired after the Issue Date by the Company or any Guarantor (or owned by any Person at the time it becomes a Guarantor), (a) if the Company or such Guarantor acquired such real property with the intention to construct a Solar Energy System thereon, but has not yet commenced such construction within six months of such acquisition (with such extensions as reasonably requested by the Company not to exceed sixty (60) days), on such six month anniversary (or such extended date) of such acquisition or (b) if the Company or such Guarantor did

not acquire such real property with the intention to construct a Solar Energy System thereon or if such real property is owned by any Person at the time it becomes a Guarantor, within sixty (60) days after the date of acquisition of such real property or the date such Person becomes a Guarantor, unless, in the case of this clause (b), a longer period is reasonably requested by the Company not to exceed thirty (30) days), (i) execute and deliver a Second Priority Mortgage, in favor of the Collateral Trustee, for the benefit of the Secured Parties, covering such real property, (ii) with respect to such real property, deliver to the Trustee and the Collateral Trustee all information, documentation and certifications described in Schedule 6.14(b) of the Credit Agreement, and (iii) deliver to the Trustee and the Collateral Trustee a certificate of a Responsible Officer of Company, affirming the representations contained in Section 5.08 of the Credit Agreement with respect to such real property, except that all references to the “Closing Date” contained in Section 5.08 of the Credit Agreement shall instead be construed to refer to the date of delivery of such certificate.

(c) Notwithstanding anything to the contrary, the Company and each Guarantor shall be required to make a Second Priority pledge of its Equity Interests in (A) a Non-Recourse Subsidiary unless (and so long as) such pledge of such Equity Interests is prohibited by the terms of any Non-Recourse Project Indebtedness of such Non-Recourse Subsidiary, (B) YieldCo and YieldCo Intermediate (provided; that (1) with respect to the Equity Interests in YieldCo and YieldCo Intermediate that are released from Liens securing obligations under the Existing Margin Loan Agreement on the Issue Date, all actions required by the Company to perfect the Lien of the Collateral Trustee on such Equity Interests shall be taken within the earlier of (x) 30 calendar days (with such extensions as reasonably requested by the Company not to exceed fifteen (15) days) after the Issue Date and (y) the date on which such Lien is perfected by delivery of the certificates evidencing such Equity Interests to the First Lien Agent, and (2) with respect to the Equity Interests in YieldCo and YieldCo Intermediate that constitutes collateral securing the Permitted Seller Notes, such Equity Interests shall be pledged by each applicable Guarantor, and all actions required by the Company to perfect the Lien of the Collateral Trustee on such Equity Interests shall be taken, by the earlier of (x) 30 calendar days (with such extensions as reasonably requested by the Company not to exceed fifteen (15) days), in its sole discretion) after the release of the applicable Equity Interests from the Liens granted under the Permitted Seller Notes and (y) the date on which such Lien is perfected by delivery of the certificates evidencing such Equity Interests to the First Lien Agent), (C) each of the Loan Party Service Providers, (D) YieldCo II and YieldCo II Intermediate, (E) the Intermediate Holdings, (F) any Warehouse Entity (if any equity interest therein is directly held or owned by the Company or any Guarantor), (G) First Wind Holdings, and (H) Apollo Holdings and all Equity Interests held by Apollo Holdings. If the Equity Interests in any Non-Recourse Subsidiary have been pledged in accordance with this Section (in each case excluding, for the avoidance of doubt, any Equity Interests in any Guarantor or any Unrestricted Subsidiary, including YieldCo, YieldCo II, YieldCo Intermediate and YieldCo II Intermediate, to which this sentence shall not apply) and such Non-Recourse Subsidiary later enters into, or informs the Trustee that it intends to enter into, Non-Recourse Project Indebtedness, then the Trustee shall direct the Collateral Trustee to release its Lien on the Equity Interests in such Non-Recourse

Subsidiary to the extent the pledge of such Equity Interests would not be permitted by the terms of such Non-Recourse Project Indebtedness, and the Trustee and the Collateral Trustee is expressly authorized by the Holders to take such actions as are necessary to effectuate each such release. Notwithstanding anything to the contrary, no amendment or waiver of any provision of this Indenture or any other Note Document, and no consent to any departure by the Company or any other Guarantor therefrom, shall be effective to release Liens on the Equity Interests in YieldCo, YieldCo II, YieldCo Intermediate or YieldCo II Intermediate that constitute Collateral in order for such Equity Interests to be provided as collateral securing any Indebtedness (other than Obligations, the Obligations under and as defined in the Credit Agreement and the First Lien Loan Obligations).

(d) Notwithstanding anything in this Section 5.17 to the contrary, any obligation to deliver certificates evidencing Equity Interests to be pledged or to deliver stock powers or other documents or to take any other action to establish possession or control over the Collateral by the Collateral Trustee shall be deemed satisfied to the extent that such certificates, documents, or Collateral has been delivered pursuant to Section 6.14 of the First Lien Credit Agreement to the First Lien Agent for the benefit of the First Lien Lenders in accordance with the Intercreditor Agreement.

(e) Notwithstanding anything in this Section 5.17 to the contrary and subject to Section 6.17 of the Credit Agreement, except for the Fronting Fee Compensation Account and the funds on deposit therein, the collateral securing the First Lien Loan Obligations, on the one hand, and the Collateral securing Pari Passu Lien Obligations, on the other hand, shall be identical and neither the Company nor any Guarantor shall grant or permit any additional Liens on any asset or property to secure any First Lien Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure the Pari Passu Lien Obligations.

The Company shall not, and the Company shall not permit any Material Subsidiary to, create, incur, assume or suffer to exist any Indebtedness under the First Lien Credit Agreement, other than (1) any Indebtedness in an aggregate principal amount not to exceed $800,000,000, (2) Indebtedness and other obligations under Related Credit Arrangements (as defined in the First Lien Credit Agreement as in effect on the Issue Date), and (3) any Indebtedness (the “First Lien Refinancing Debt”) substantially similar to the Indebtedness under the First Lien Credit Agreement incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace or refinance, in whole or in part, the then existing Indebtedness under the First Lien Credit Agreement or the then existing First Lien Refinancing Debt (the “First Lien Refinanced Debt”), provided, however, that (x) Indebtedness permitted in this Section 5.18 shall not include any Indebtedness other than (A)(i) reimbursement obligations in respect of letters of credit or bankers’ acceptances issued for the same purposes as permitted under the First Lien Credit Agreement and loans extended under the First Lien Credit Agreement or First Lien Refinancing Debt, as the case may be, in respect of reimbursement obligations resulting from drawings under such letters of credit or bankers’ acceptances and (ii) bonds or term loans the proceeds of which are used to cash collateralize or

otherwise pre-fund letters of credit or bankers’ acceptances issued for the same purposes as permitted under the First Lien Credit Agreement, and (B) Related Credit Arrangements (as defined in the Credit Agreement as in effect on the Issue Date) to the extent related to Indebtedness under clause (A)(i) of this proviso and (y)(a) the aggregate undrawn face amount of letters of credit and bankers’ acceptances outstanding at any time under the First Lien Credit Agreement or First Lien Refinancing Debt, as the case may be, that constitute Credit Agreement Non-Performance LC/BAs (as defined in the First Lien Credit Agreement) shall not (I) at any time from and including March 31, 2016 to and excluding June 30, 2016, exceed an amount equal to $200,000,000 and (II) at any time on and after June 30, 2016, exceed an amount equal to $120,000,000, in each case, unless the amounts in excess thereof are cash collateralized in full, and (b) except as provided in clause (y)(a) of this proviso, each such other letter of credit and bankers’ acceptance shall constitute a Credit Agreement Performance LC/BA (as defined in the First Lien Credit Agreement); and provided, further that the First Lien Refinancing Debt shall not have a greater principal amount than the then outstanding aggregate the principal amount of the First Lien Refinanced Debt plus accrued interest, fees and premiums (if any) thereon and reasonable fees and expenses associated with the refinancing principal amount of the First Lien Refinanced Debt.

Section 6.01 Events of Default. Each of the following events shall be an “Event of Default”:

(a) the Company’s failure to pay the principal of or any premium, if any, on any Note when due and payable on the Maturity Date, upon declaration of acceleration or otherwise;

(b) the Company’s failure to comply with its obligations under Article 4 to pay or deliver the Settlement Amount owing upon conversion of any Note (including any Additional Shares or cash in lieu thereof) which failure continues for five Business Days;

(d) the Company’s failure to pay the Fundamental Change Purchase Price when due;

(e) the Company’s failure to issue a Fundamental Change Company Notice in accordance with the provisions of Section 3.02(a), notice of a Make-Whole Fundamental Change in accordance with the provisions of Section 4.06(e) or notice of a distribution in accordance with the provisions of Section 4.01(b)(iii);

(f) (1) the Company’s failure to comply with its obligations under Section 5.17 to provide for additional Collateral under this Indenture and such failure continuing for sixty (60) days after the earlier of (i) the date a Responsible Officer of the Company obtains knowledge thereof and (ii) receipt by the Company of written notice from the

Trustee or the Holders of at least 25% in principal amount of the Notes then Outstanding (a copy of which notice, if given by Holders, must also to be given to the Trustee) with respect thereto; and (2) the Company’s failure to comply with its obligations under Section 5.16 and Section 5.18 under this Indenture;

(g) the Company’s or any such Guarantor’s failure to perform any other covenant required by the Company or such Guarantor in this Indenture (other than a covenant or agreement a default in whose performance or whose breach is specifically addressed in Sections 6.01(a) through (f) above) and such failure continues for 60 days after written notice from the Trustee or the Holders of at least 25% in principal amount of the Notes then Outstanding (a copy of which notice, if given by Holders, must also to be given to the Trustee) has been received by the Company;

(h) any indebtedness for money borrowed by, or any other payment obligation of the Company, the Guarantors or any of their respective Subsidiaries (other than an Immaterial Subsidiary or a Non-Recourse Subsidiary), in an outstanding principal amount, individually or in the aggregate, in excess of $50.0 million (or its foreign currency equivalent at the time) is not paid at final maturity (or when otherwise due, after giving effect to any applicable grace period) or is accelerated;

(i) the Company, the Guarantors or any of their respective Subsidiaries (other than an Immaterial Subsidiary or a Non-Recourse Subsidiary) at such time fails to pay one or more final and non-appealable judgments entered by a court or courts of competent jurisdiction, the aggregate uninsured or unbonded portion of which is in excess of $50.0 million; provided that, no Event of Default will be deemed to occur under this clause (i) if such judgments are paid, discharged or stayed within 30 days after the entry of such judgment;

(j) the Company, the Guarantors or any of their respective Subsidiaries (other than an Immaterial Subsidiary or a Non-Recourse Subsidiary) (i) commences a voluntary case or other proceeding seeking the liquidation, reorganization or other relief with respect to the Company or such Significant Subsidiary or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect; (ii) seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Company or such Significant Subsidiary of the Company or any substantial part of the Company’s or such Significant Subsidiary of the Company’s property, (iii) consents to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, (iv) makes a general assignment for the benefit of creditors, or (v) fails generally or admits in writing its inability to pay its debts as they become due;

(k) an involuntary case or other proceeding is commenced against the Company, any Guarantor or any of their respective Subsidiaries (other than an Immaterial Subsidiary or a Non-Recourse Subsidiary) (i) seeking liquidation, reorganization or other relief with respect to the Company, such Guarantor or such Subsidiary or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or (ii) seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the

Company, such Guarantor or such Subsidiary of the Company or any substantial part of its property, and such involuntary case or other proceeding remains undismissed and unstayed for a period of 60 consecutive days;

(l) (i) any security interest created by the Collateral Documents, at any time, ceases to be in full force and effect for any reason (except as permitted by the terms of this Indenture or the Collateral Documents); (ii) the repudiation by the Company or any Guarantor of any of its obligations under the Collateral Documents or the assertion by the Company or any of the Guarantors that any Lien or security interest purported to be created under any Collateral Document is not a valid and perfected lien and security interest on the Collateral with the priority set forth in the Collateral Documents; or (iii) any representation or warranty made by the Company in any Collateral Document proves to have been false or misleading in any material respect as of the time made, and the fact, event or circumstance that gave rise to the misrepresentation has resulted or is reasonably likely to result in a material adverse effect and such misrepresentation or material adverse effect continues uncured for 30 or more days from the date a Responsible Officer of the Company obtains knowledge thereof;

(m) a repudiation by any of the Guarantors of its obligations under Article 13 of this Indenture, or the determination that such obligations are unenforceable or invalid or shall for any reason cease to be in full force and effect;

(n) failure by the Company or any of the Guarantors to comply with its obligations in Section 9.01; or

(o) an Event of Default (for purposes of this Section 6.01(o), as defined in the Credit Agreement) has occurred under the Credit Agreement (without giving effect to any amendments, waivers or forbearance agreements (i) relating to and given after the occurrence of such Event of Default under the Credit Agreement or (ii) except to the extent governed in clause (i), with respect to the Credit Agreement after the Issue Date that in the case of this clause (ii) materially adversely affect the interests of the Holders in the Notes).

(a) If an Event of Default (other than an Event of Default specified in Section 6.01(j) or Section 6.01(k) with respect to the Company) occurs and is continuing, either the Trustee by written notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then Outstanding by written notice to the Company and the Trustee, may declare 100% of the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Notes then Outstanding to be due and payable immediately. If an Event of Default specified in Section 6.01(j) or Section 6.01(k) with respect to the Company occurs, 100% of the principal of, premium, if any, and accrued and unpaid interest, if any, on all Notes shall automatically become immediately due and payable.

(b) Notwithstanding anything to the contrary in Section 6.02(a), Section 6.04 or any other provision of this Indenture, if, at any time after the principal of, and accrued and unpaid interest, if any, on, the Notes shall have been so declared due and payable in accordance with Section 6.02(a), and before any judgment or decree of a court of competent jurisdiction for the payment of the monies due shall have been obtained, and each of the conditions set forth in the immediately following clauses (i), (ii) and (iii) is satisfied:

(i) the Company delivers or deposits with the Trustee the amount of cash sufficient to pay all matured installments of principal and interest upon all the Notes, and the principal of and accrued and unpaid interest, if any, on all Notes which shall have become due otherwise than by acceleration (with interest on such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the rate or rates, if any, specified in the Notes to the date of such payment or deposit), and such amount as shall be sufficient to pay the Trustee and the Collateral Trustee its reasonable compensation and reimburse the Trustee and the Collateral Trustee for its reasonable expenses, disbursements and advances (including the fees and expenses of its agents and counsel);

(ii) rescission and annulment would not conflict with any judgment or decree of a court of competent jurisdiction; and

(iii) any and all Events of Default under this Indenture, other than the non-payment of the principal of the Notes that became due because of the acceleration, shall have been cured, waived or otherwise remedied as provided herein,

then, the Holders of a majority of the aggregate principal amount of Notes then Outstanding, by written notice to the Company and to the Trustee, may waive all Defaults and Events of Default with respect to the Notes (except for any Default or Event of Default arising from (a) the Company’s failure to pay principal (including the Fundamental Change Purchase Price) of, or any interest on, any Notes, (b) the Company’s failure to pay or deliver the Settlement Amounts due upon conversion of any Note within the applicable time period set forth under Section 4.03(a) or (c) the Company’s failure to comply with any provision of this Indenture the modification of which would require the consent of the Holder of each Outstanding Note affected), and may rescind and annul the declaration of acceleration resulting from such Defaults or Events of Default (except for any Default or Event of Default arising from (x) the Company’s failure to pay principal (including the Fundamental Change Purchase Price) of, or any interest on, any Notes, (y) the Company’s failure to pay or deliver the Settlement Amounts due upon conversion of any Note within the applicable time period set forth under Section 4.03(a) or (z) the Company’s failure to comply with any provision of this Indenture the modification of which would require the consent of the Holder of each Outstanding Note affected), and their consequences; provided, that no such rescission or annulment will extend to or will affect any subsequent Default or Event of Default or shall impair any right consequent on such Default or Event of Default.

(a) Notwithstanding Section 6.02, to the extent the Company elects, the sole remedy for an Event of Default under Section 6.01(f) relating to the Company’s failure to comply with Section 5.04 (which will be the 60th day after written notice is provided to the Company in accordance with such an event of default) (such Event of Default, a “Reporting Event of Default”), will, after the occurrence of such Reporting Event of Default, (i) consist exclusively of the right to receive Additional Interest at an annual rate equal to 0.25% of the aggregate principal amount of the Notes then Outstanding for each day during the 180-day period beginning on, and including, the day on which such a Reporting Event of Default occurs during which such Reporting Event of Default is continuing (or, if applicable, the earlier date on which such Reporting Event of Default is cured or waived) and (ii) consist exclusively of the right to receive Additional Interest on the Notes at an annual rate equal to 0.50% per annum of the principal amount of such tranche of notes outstanding for each day during the 185-day period immediately following such 180-day period, in each case payable in the same manner and on the same dates as the stated interest payable on the Notes.

(b) If the Reporting Event of Default is continuing on the 366th day after the date on which such Reporting Event of Default occurred, the Notes will be subject to acceleration as provided in Section 6.02(a).

(c) In order to elect to pay the Additional Interest as the sole remedy during the first 365 days after the occurrence of a Reporting Event of Default, the Company must notify all Holders of Notes, the Trustee and the Paying Agent in writing of such election on or before the Close of Business on the fifth Business Day after the date on which such Reporting Event of Default would otherwise occur. Upon the Company’s failure to timely give such notice of such election or to pay the Additional Interest when due, the Notes will be immediately subject to acceleration by declaration of the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes Outstanding as provided in Section 6.02. Nothing in this Section 6.03 shall affect the rights of Holders of Notes in the event of the occurrence of any other Event of Default.

(d) In no event shall Additional Interest accruing pursuant to Sections 6.03(a) and 6.03(c) accrue on any day under the terms of this Indenture (taking any such Additional Interest pursuant to Sections 6.03(a) and 6.03(c) together with any Additional Interest pursuant to Section 5.08) at an annual rate in excess of 0.50% for any violation or Default caused by the Company’s failure to be current in respect of its Exchange Act reporting obligations. Such Additional Interest will be payable in the same manner and on the same dates as the stated interest payable on the Notes.

Section 6.04 Waiver of Past Defaults. Subject to Section 6.02(b), the Holders of not less than a majority of the aggregate principal amount of Notes then Outstanding, by written notice to the Company and to the Trustee, may waive any Default or Event of Default (except for any Default or Event of Default arising from (a) the Company’s failure to pay principal of, or any interest on, any Notes, (b) the Company’s failure to pay or deliver the Settlement Amounts due upon conversion of any Note within the applicable time period set forth

under Section 4.03(a), or (c) the Company’s failure to comply with any provision of this Indenture the modification of which would require the consent of the Holder of each Outstanding Note affected) and rescind any acceleration resulting from such Default or Event of Default and its consequences; provided, that no such waiver will extend to or will affect any subsequent Default or Event of Default or shall impair any right consequent on such Default or Event of Default.

Section 6.05 Control by Majority. The Trustee will not be obligated to exercise any of its rights or powers at the request of the Holders unless the Holders have offered to the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense. Subject to this Indenture, applicable law and the Trustee’s indemnification, the Holders of a majority in aggregate principal amount of the Outstanding Notes may direct in writing the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Notes. The Trustee, however, may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of any Holder.

Section 6.06 Limitation on Suits. Subject to Section 6.07, no Holder will have any right to institute any proceeding under this Indenture, or for the appointment of a receiver or Trustee, or for any other remedy under this Indenture or with respect to the Notes unless:

(a) the Holder has previously delivered to the Trustee written notice of a continuing Event of Default;

(b) the Holders of at least 25% in aggregate principal amount of the then Outstanding Notes deliver to the Trustee a written request that the Trustee pursue a remedy with respect to such Event of Default and have offered reasonable indemnity to the Trustee to institute such proceeding as Trustee;

(d) the Trustee has not received from the Holders of a majority in aggregate principal amount of the then Outstanding Notes a direction inconsistent with such written request within 60 days after such notice, request and offer.

Section 6.07 Rights of Holders to Receive Payment and to Convert. Notwithstanding anything to the contrary elsewhere in this Indenture, the above limitations set forth under Section 6.06 do not apply to a suit instituted by a Holder for the enforcement of a payment of the principal (including the Fundamental Change Purchase Price, if applicable) of, or any accrued and unpaid interest on, any Note, on or after the applicable due date or the right to convert the Note or to receive the Settlement Amounts due upon conversion in accordance with Article 4, and such right to receive any such payment or delivery, as the case may be, on or after the applicable due dates shall not be impaired or affected without the consent of such Holder.

Section 6.08 Collection of Indebtedness; Suit for Enforcement by Trustee. If an Event of Default specified in Section 6.01(a), 6.01(b), 6.01(c) or 6.01(d) occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal of, premium on, interest on, Fundamental Change Purchase Price for and the Settlement Amounts due upon the conversion of the Notes and such further amount as is sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, as well as any other amounts that may be due under Section 11.07.

Section 6.09 Trustee May Enforce Claims Without Possession of Notes. All rights of action and claims under this Indenture or the Notes may be prosecuted and enforced by the Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the compensation, and reasonable expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders in respect of which such judgment has been recovered.

Section 6.10 Trustee May File Proofs of Claim. The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable to have the claims of the Trustee and the Holders allowed in any judicial proceedings relative to the Company, its creditors, the Collateral or any other property and, unless prohibited by law or applicable regulations, will be entitled to collect, receive and distribute any money or other property payable or deliverable on any such claims, and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and, in the event that the Trustee consents to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 11.07. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 11.07 out of the estate in any such proceeding, will be denied for any reason, payment of the same will be secured by a lien on, and is paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding, whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained will be deemed to authorize the Trustee to authorize or consent to, or to accept or to adopt on behalf of any Holder, any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.11 Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

Section 6.12 Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.09, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 6.13 Delay or Omission Not a Waiver. No delay or omission of the Trustee or of any Holder to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article 6 or by law to the Trustee or to the Holders may be exercised from time to time and as often as may be deemed expedient by the Trustee (subject to the limitations contained in this Indenture) or by the Holders, as the case may be.

Section 6.14 Priorities. If the Trustee collects any money or property pursuant to this Article 6, it will pay out the money or property in the following order:

FIRST: to the Trustee, the Collateral Trustee and their agents and attorneys for amounts due under Section 11.07 or under the Collateral Documents, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee or the Collateral Trustee and the costs and expenses of collection;

SECOND: to the Holders, for any amounts due and unpaid on the principal of, premium on, accrued and unpaid interest on, the Fundamental Change Purchase Price for, and any cash due upon conversion of, any Note, without preference or priority of any kind, according to such amounts due and payable on all of the Notes; and

THIRD: the balance, if any, to the Company or to such other party as a court of competent jurisdiction directs.

The Trustee may fix a record date and payment date for any payment to the Holders pursuant to this Section 6.14. If the Trustee so fixes a record date and a payment date, at least 15 calendar days prior to such record date, the Trustee will deliver to each Holder (at the Company’s cost and expense) a written notice, which notice will state such record date, such payment date and the amount of such payment.

Section 6.15 Undertaking for Costs. All parties to this Indenture agree, and each Holder, by such Holder’s acceptance of a Note, shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as

Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; provided, however, that the provisions of this Section 6.15 shall not apply to (i) any suit instituted by the Trustee, (ii) any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in aggregate principal amount of the Notes then Outstanding, (iii) any suit instituted by any Holder for the enforcement of the payment of the principal (including the Fundamental Change Purchase Price) of, or any interest on, any Note on or after the applicable due date expressed or provided for in this Indenture, (iv) any suit for the enforcement of the right to convert any Note or to receive the Settlement Amounts due upon conversion of any Note in accordance with the provisions of Article 4, or (v) any suit for the enforcement of the right of a beneficial owner to exchange its beneficial interest in a Global Note for a Physical Note if an Event of Default has occurred and is continuing in accordance with Section 2.11.

Section 6.16 Waiver of Stay, Extension and Usury Laws. The Company covenants that, to the extent that it may lawfully do so, it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect (i) the covenants or the performance of this Indenture, (ii) the foreclosure of the Collateral Documents, or (iii) the sale of any of the Collateral; and the Company, to the extent that it may lawfully do so, hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will instead suffer and permit the execution of every such power as though no such law has been enacted.

Section 6.17 Notices from the Trustee. If a Default occurs and is continuing and is known to the Trustee, the Trustee must send notice of such Default to each Holder within 90 days after such Event of Default has occurred. Except in the case of a Default in the payment of the principal of, premium, if any, or interest on any Note or of a Default in the payment or delivery of the Settlement Amounts due upon conversion of any Note, the Trustee may withhold notice if and so long as a committee of trust officers of the Trustee in good faith determines that withholding notice is in the interests of the Holders.

Section 7.01 Discharge of Liability on Notes. When (a) the Company or a Guarantor shall deliver to the Registrar for cancellation all Notes theretofore authenticated (other than any Notes that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether on the Maturity Date, on any Fundamental Change Purchase Date, upon conversion or otherwise) and the Company or a Guarantor shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, an amount of cash (and, to the extent applicable, deliver to the Holders a number of shares of Common Stock to satisfy the Company’s obligations with respect to outstanding conversions), sufficient to pay all amounts due on all of

such Notes (other than any Notes that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in the event the Notes are due and payable solely in cash at the Maturity Date or upon an earlier Fundamental Change Purchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee, and the Company or the Guarantor shall have paid or caused to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) rights hereunder of Holders to receive all amounts owing upon the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (ii) the rights, obligations, indemnities and immunities of the Trustee hereunder and the obligations of the Company in respect thereof), and the Trustee, on written demand of the Company accompanied by an Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute instruments acknowledging satisfaction and discharge of this Indenture. Notwithstanding the foregoing, the Company hereby agrees to reimburse the Trustee for any costs or expenses thereafter incurred by the Trustee, including the reasonable fees and expenses of its counsel, and to compensate the Trustee for any services thereafter rendered by the Trustee in connection with this Indenture or the Notes.

Section 7.02 Deposited Monies to Be Held in Trust by Trustee. Subject to Section 7.04, all monies deposited with the Trustee pursuant to Section 7.01 shall be held in trust for the sole benefit of the Holders of the Notes, and such monies and shall be applied by the Trustee to the payment, either directly or through any Paying Agent (including the Company if acting as its own Paying Agent), to the Holders of the particular Notes for the payment of all sums or amounts due and to become due thereon for principal and interest, if any.

Section 7.03 Paying Agent to Repay Monies Held. Upon the satisfaction and discharge of this Indenture, all excess monies then held by any Paying Agent (if other than the Trustee) shall, upon written request of the Company, be repaid to it or paid to the Trustee, and thereupon such Paying Agent shall be released from all further liability with respect to such amounts.

Section 7.04 Return of Unclaimed Monies. Subject to the requirements of applicable law, any monies deposited with or paid to the Trustee for payment of the principal of or interest, if any, on the Notes and not applied but remaining unclaimed by the Holders of the Notes for two (2) years after the date upon which the principal of or interest, if any, on such Notes, as the case may be, shall have become due and payable, shall be repaid to the Company by the Trustee on written demand, and all liability of the Trustee shall thereupon cease with respect to such monies; and the Holders shall thereafter look only to the Company for any payment that such Holder may be entitled to collect unless an applicable abandoned property law designates another person.

Section 7.05 Reinstatement. If the Trustee or the Paying Agent is unable to apply any monies in accordance with Section 7.02 by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under this Indenture and the Notes shall be revived and reinstated as

though no deposit had occurred pursuant to Section 7.01 until such time as the Trustee or the Paying Agent is permitted to apply all such amounts in accordance with Section 7.02; provided, however, that if the Company makes any payment of interest on, principal of or delivery in respect of any Note following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the monies held by the Trustee or Paying Agent.

Without the consent of any Holder, the Company (when authorized by a Board Resolution), the Guarantors, the Trustee and the Collateral Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or amendments or supplements to the Collateral Documents, in form satisfactory to the Trustee or Collateral Trustee, as applicable, for any of the following purposes:

(a) to cure any ambiguity, omission, defect or inconsistency in this Indenture or the Notes;

(b) to evidence the succession by a Successor Company to the Company as obligor or to any Guarantor as a guarantor and to provide for the assumption by such Successor Company of the Company’s or a Guarantor’s obligations, as applicable under this Indenture;

(e) to release Collateral in accordance with the terms of this Indenture and the Collateral Documents;

(f) to add to the Company’s covenants such further covenants, restrictions or conditions for the benefit of the Holders or surrender any right or power conferred upon the Company by this Indenture;

(g) to make any change that does not adversely affect the rights of any Holder in any material respect; or

(h) upon the occurrence of an event described in Section 4.07(a), solely (i) to provide that such Notes are convertible into or by reference to Reference Property, subject to the provisions in Sections 4.03 and 4.07, and (ii) to effect the related changes to the terms of such Notes under Section 4.07.

With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender or exchange offer for, Notes) and by Act of said Holders delivered to the Company, the Guarantors and the Trustee, the Company, the Guarantors and the Trustee may amend the Notes or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders under this Indenture, and the Holder of a majority in aggregate principal amount of the Outstanding Notes may waive the Company’s compliance with any provision herein without notice to the other Holders; provided, however, that no such amendment, supplement or waiver shall, without the consent of the Holder of each Outstanding Note affected thereby:

(a) change the stated Maturity Date of the principal of or any interest on the Notes;

(d) change the place or currency of payment of principal of or interest on any Note;

(e) impair the right of any Holder to receive payment of principal of and interest on its Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on, or with respect to, such Holder’s Notes;

(f) modify the provisions with respect to the purchase rights of Holders as described in Section 3.01 in a manner adverse to Holders;

(g) modify the ranking provisions of this Indenture or modify the priority of any Lien on Collateral;

(h) modify the Guarantees of any Guarantor in a manner adverse to the Holders (other than the release of any Guarantee pursuant to Section 13.03 hereof);

(i) make any change that impairs or adversely affects the right of Holders to convert their Notes; or

(j) make any change to the provisions of this Article 8 which require each Holder’s consent or in the waiver provisions in Section 6.04 of this Indenture except to increase the percentage required for modification, amendment or waiver or to provide for consent of each affected Holder of Outstanding Notes.

Without the consent of the Holders of at least 66²⁄₃% in aggregate principal amount of the Notes then outstanding, an amendment, supplement or waiver may not (1) modify any Collateral

Document or the provisions in this Indenture dealing with Collateral Documents in any manner adverse to the Holders or (2) otherwise release any Collateral other than in accordance with the provisions of this Indenture and the Collateral Documents.

It shall not be necessary for any Act or consent of Holders under this Section 8.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act or consent shall approve the substance thereof.

Section 8.03 Notice of Amendment or Supplement. After an amendment or supplement under this Article 8 becomes effective, the Company shall provide to the Holders a written notice briefly describing such amendment or supplement. However, the failure to give such notice to all the Holders, or any defect in the notice, shall not impair or affect the validity of the amendment or supplement.

Section 8.04 Trustee to Sign Amendments, Etc. The Trustee and the Collateral Trustee, as applicable, shall sign any amendment or supplement authorized pursuant to this Article 8 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Trustee. If it does, the Trustee or the Collateral Trustee, as applicable, may, but need not, sign it. In signing or refusing to sign such amendment or supplement, the Trustee and the Collateral Trustee shall receive, and shall be fully protected in conclusively relying upon, an Officer’s Certificate and an Opinion of Counsel provided at the expense of the Company providing that such amendment or supplement is authorized or permitted by this Indenture and such amendment or supplement is a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Section 9.01 Company and Guarantors May Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 9.03, each of the Company and Guarantors shall not consolidate with, enter into a binding share exchange with, or merge with or into, another Person or sell, assign, convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to another Person, unless:

(a) the resulting, surviving transferee or successor Person (the “Successor Company”), if not the Company or a Guarantor, is a corporation organized and existing under the laws of the U.S., any state of the U.S. or the District of Columbia and the Successor Company expressly assumes, by supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Company or the Guarantor, as applicable, under the Notes and this Indenture;

(b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture with respect to the Notes;

Upon any such consolidation, merger, binding share exchange, sale, assignment, conveyance, transfer, lease or other disposition to another Person, the Successor Company (if not the Company or a Guarantor, as applicable) shall succeed to, and may exercise every right and power of the Company under this Indenture.

Section 9.02 Successor Company to Be Substituted. In case of any such consolidation, merger, binding share exchange, sale, assignment, conveyance, transfer, lease or other disposition to another Person and upon the assumption by the Successor Company (if other than the Company or a Guarantor, as applicable), by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium (including any Fundamental Change Purchase Price), if any, and accrued and unpaid interest, if any, on all of the Notes, the due and punctual payment or delivery of any Settlement Amount due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company and the Guarantors, as applicable, under this Indenture, such Successor Company shall succeed to and be substituted for, and may exercise every right and power of, the Company under this Indenture, with the same effect as if it had been named herein as the party of the first part. In the event of such consolidation, merger, binding share exchange, sale, assignment, conveyance, transfer or other disposition to another Person (but not in the case of a lease), the Person named as the “Company” or “Guarantor” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 9 may be dissolved, wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released, in the case of the Company, from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture, and in the case of a Guarantor, from its liabilities as obligor and from all of its obligations as a Guarantor under its Guarantee and from its obligations under this Indenture.

In the case of a sale, assignment, conveyance, transfer, lease or other disposition by the Company to one or more of its Subsidiaries of all or substantially all of the properties and assets of the Company, the Notes will remain convertible based on the Settlement Amount, in accordance with Section 4.03, but subject to adjustment (if any) in accordance with Section 4.06. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof.

In case of any such consolidation, merger, binding share exchange, sale, assignment, conveyance, transfer, lease or other disposition to another Person, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

Section 9.03 Officer’s Certificate and Opinion of Counsel to Be Given to Trustee. In the case of any such consolidation, merger, binding share exchange, sale, assignment, conveyance, transfer, lease or other disposition pursuant to Section 9.01, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel stating that any such consolidation, merger, binding share exchange, sale, assignment, conveyance, transfer, lease or other disposition and any such assumption and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with the provisions of this Indenture.

Section 10.01 No Redemption. The Company shall not be permitted to redeem the Notes, and no sinking fund is provided for the Notes.

(a) The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee. In case an Event of Default has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care in its exercise as a prudent person would use in the conduct of his or her own affairs.

(b) Prior to the occurrence of an Event of Default and after the curing or waiving of all Events of Default which may have occurred:

(i) the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture and applicable law, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but, in the case of any such certificates or opinions which by any provisions hereof are specifically

required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein).

(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers of the Trustee, unless the Trustee was negligent in ascertaining the pertinent facts; and

(iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the written direction of the Holders of not less than a majority in principal amount of the Notes at the time Outstanding determined as provided in Section 1.03 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture;

(d) Whether or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording protection to, the Trustee shall be subject to the provisions of this Section 11.01.

(e) The Trustee shall not be liable in respect of any payment (as to the correctness or calculation of amount, entitlement to receive or any other matters relating to payment) or notice effected by the Company or any Paying Agent or any records maintained by any co-Registrar with respect to the Notes.

(f) If any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture, requires notice to be sent to the Trustee, the Trustee may conclusively rely on its failure to receive such notice as reason to act as if no such event occurred.

(g) None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(h) Each of the Trustee and the Collateral Trustee is hereby authorized to execute this Indenture and any other Collateral Document to which it may be a party and perform its obligations in accordance with their terms, and the rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be compensated, reimbursed and indemnified, are extended to the Trustee’s execution and performance of each such agreement.

(a) The Trustee may conclusively rely and shall be protected in acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon or other paper or document (whether in its original or facsimile form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.

(b) Any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officer’s Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a Board Resolution.

(c) The Trustee may consult with counsel of its own selection and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel.

(d) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders pursuant to the provisions of this Indenture (including upon the occurrence and during the continuance of an Event of Default), unless such Holders shall have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, expenses and liabilities which may be incurred therein or thereby.

(e) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney (at the reasonable expense of the Company and shall incur no liability of any kind by reason of such inquiry or investigation).

(f) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.

(g) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.

(h) In no event shall the Trustee be responsible or liable for special, indirect, consequential or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture.

(j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each Agent, custodian and other Person employed to act hereunder.

(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

(l) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.

Section 11.04 Trustee’s Disclaimer. The recitals contained herein and in the Notes (except in the Trustee’s certificate of authentication) shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Notes. The Trustee shall not be accountable for the use or application by the Company of any Notes or the proceeds of any Notes authenticated and delivered by the Trustee under this Indenture and the Trustee shall not be responsible for any statement of the Company in this Indenture or in any document issued in connection with the sale of the Notes.

Section 11.05 Trustee or Agents May Own Notes. The Trustee or any Agent, in its individual or any other capacity, may become the owner or pledgee of Notes with the same rights it would have if it were not Trustee or Agent.

Section 11.06 Monies to be Held in Trust. Subject to the provisions of Section 7.02, all monies and properties received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on or the investment of any money received by it hereunder except as may be agreed in writing from time to time by the Company and the Trustee.

Section 11.07 Compensation and Expenses of Trustee. The Company and the Guarantors jointly and severally, covenant and agree to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Company and the Trustee, and the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its own negligence or willful misconduct, as determined by a final order of a court of competent jurisdiction.

The Company and each of the Guarantors also covenants to indemnify, jointly and severally, each of the Trustee, the Collateral Trustee and the Agents (and their respective officers, directors and employees), in any capacity under this Indenture and their respective agents for, and to hold each of them harmless from and against, any and all loss, liability, claim, damage, cost or expense incurred without negligence or willful misconduct on its own part and arising out of or in connection with the acceptance or administration of this trust and the performance of its duties and/or the exercise of its rights hereunder or in any other capacity hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Company, a Guarantor, a Holder or any other Person) of liability in the premises. The Trustee or the Collateral Trustee shall notify the Company and the Guarantors promptly of any claim for which it may seek indemnity. Failure by the Trustee or the Collateral Trustee, as applicable, to so notify the Company and the Guarantors shall not relieve the Company and the Guarantors of their obligations hereunder. The Company and the Guarantors shall defend the claim and the Trustee or the Collateral Trustee, as applicable, shall cooperate in the defense. The Trustee and the Collateral Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need to pay for any settlement made without its consent.

The obligations of the Company under this Section 11.07 to compensate or indemnify the Trustee and the Collateral Trustee to pay or reimburse the Trustee and the Collateral Trustee for expenses, disbursements and advances shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by the Trustee or the Collateral Trustee as such, except funds held in trust for the benefit of the Holders of particular Notes. The obligation of the Company under this Section 11.07 shall survive the payment of the Notes, the satisfaction and discharge of this Indenture and/or the resignation or removal of the Trustee or Collateral Trustee, as applicable.

When the Trustee, the Collateral Trustee, any Agent, and any of their respective agents incur expenses or render services after an Event of Default specified in Section 6.01(i) and 6.01(j) with respect to the Company occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy, insolvency or similar laws.

Section 11.08 Officer’s Certificate as Evidence. Subject to Section 11.01, whenever in the administration of the provisions of this Indenture the Trustee or the Collateral Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of bad faith on the part of the Trustee or the Collateral Trustee, be deemed to be conclusively proved and established by an Officer’s Certificate delivered to the Trustee or the Collateral Trustee.

Section 11.09 Conflicting Interests of Trustee. If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, this Indenture.

Section 11.10 Eligibility of Trustee. There shall at all times be a Trustee hereunder which shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least $50,000,000 (or if such Person is a member of a bank holding company system, its bank holding company shall have a combined capital and surplus of at least $50,000,000). If such Person publishes reports of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority, then for the purposes of this Section 11.10 the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 11.10, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

(a) The Trustee may at any time resign by giving written notice of such resignation to the Company and to the Holders of Notes. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee. If no successor trustee shall have been so appointed and have accepted appointment thirty (30) days after such notice of resignation is given to the Company and the Holders, the resigning Trustee may, upon ten (10) Business Days’ notice to the Company and the Holders, appoint a successor identified in such notice or may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor trustee, or, if any Holder who has been a bona fide Holder of a Note or Notes for at least six (6) months may, subject to the provisions of Section 6.15, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.

(i) the Trustee shall fail to comply with Section 11.09 after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Note or Notes for at least six (6) months; or

(ii) the Trustee shall cease to be eligible in accordance with the provisions of Section 11.10 and shall fail to resign after written request therefor by the Company or by any such Holder; or

(iii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation;

then, in any such case, the Company may remove the Trustee and appoint a successor trustee by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 6.15, any Holder who has been a bona fide Holder of a Note or Notes for at least six (6) months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee; provided, however, that if no successor Trustee shall have been appointed and have accepted appointment thirty (30) days after either the Company or the Holders has removed the Trustee, the Trustee so removed may petition at the Company’s expense any court of competent jurisdiction for an appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.

(c) The Holders of a majority in aggregate principal amount of the Notes at the time Outstanding may at any time remove the Trustee and nominate a successor trustee which shall be deemed appointed as successor trustee unless, within ten (10) days after notice to the Company of such nomination, the Company objects thereto, in which case the Trustee so removed or any Holder, or if such Trustee so removed or any Holder fails to act, the Company, upon the terms and conditions and otherwise as in Section 11.11(a) provided, may petition any court of competent jurisdiction for an appointment of a successor trustee.

(d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 11.11 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 11.12.

Section 11.12 Acceptance by Successor Trustee. Any successor trustee appointed as provided in Section 11.11 shall execute, acknowledge and deliver to the Company, the Guarantors and to such trustee’s predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder,

with like effect as if originally named as trustee herein; but, nevertheless, on the written request of the Company, a Guarantor or of the successor trustee, the trustee ceasing to act shall, upon payment of any amount then due it pursuant to the provisions of Section 11.07, execute and deliver an instrument transferring to such successor trustee all the rights and powers of the trustee so ceasing to act. Upon request of any such successor trustee, the Company and each of the Guarantors shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a lien upon all property and funds held or collected by such trustee as such, except for funds held in trust for the benefit of Holders of particular Notes, to secure any amounts then due it pursuant to the provisions of Section 11.07.

No successor trustee shall accept appointment as provided in this Section 11.12 unless, at the time of such acceptance, such successor trustee shall be qualified under the provisions of Section 11.09 and be eligible under the provisions of Section 11.10.

Upon acceptance of appointment by a successor trustee as provided in this Section 11.12, the Company (or the former trustee, at the written direction of the Company) shall give or cause to be given notice of the succession of such trustee hereunder to the Holders of Notes in accordance with Section 12.08(c). If the Company fails to give such notice within ten (10) days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be given at the expense of the Company.

Section 11.13 Succession by Merger, Etc. Any corporation into which the Trustee may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, exchange or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee (including any trust created by this Indenture), shall be the successor to the Trustee hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that in the case of any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, such corporation shall be qualified under the provisions of Section 11.09 and eligible under the provisions of Section 11.10.

In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture, any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee or authenticating agent appointed by such predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Trustee or any authenticating agent appointed by such successor trustee may authenticate such Notes in the name of the successor trustee; and in all such cases such certificates shall have the full force that is provided in the Notes or in this Indenture; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or authenticate Notes in the name of any predecessor Trustee shall apply only to its successor or successors by merger, exchange or consolidation.

Section 11.14 Preferential Collection of Claims. If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Notes), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of the claims against the Company (or any such other obligor).

Section 11.15 Trustee’s Application for Instructions from the Company. Any application by the Trustee for written instructions from the Company (other than with regard to any action proposed to be taken or omitted to be taken by the Trustee that affects the rights of the Holders of the Notes under this Indenture) may, at the option of the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under this Indenture and the date on and/or after which such action shall be taken or such omission shall be effective. The Trustee shall not be liable for any action taken by, or omission of, the Trustee in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three (3) Business Days after the date any officer of the Company actually receives such application, unless any such officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the Trustee shall have received written instructions in response to such application specifying the action to be taken or omitted.

Section 12.01 Effect on Successors and Assigns. All agreements of the Company, each of the Guarantors, the Trustee, the Registrar, the Paying Agent and the Conversion Agent in this Indenture and the Notes will bind their respective successors.

Section 12.02 Governing Law. This Indenture and the Notes, and any claim, controversy or dispute arising under or related to this Indenture or the Notes, will be governed by, and construed in accordance with, the laws of the State of New York (without regard to the conflicts of laws provisions thereof other than Section 5-1401 of the General Obligations Law).

Section 12.04 Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under such Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.

Section 12.05 Benefits of Indenture. Nothing in this Indenture or in the Notes, expressed or implied, will give to any Person, other than the parties hereto, any Agent or their successors hereunder or the Holders of the Notes, any benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 12.06 Calculations. Neither the Trustee nor any Agent shall be responsible for making any calculation with respect to any matter under this Indenture or the Notes (including, for the avoidance of doubt, the trading price of the Notes). Except as

otherwise expressly provided in this Indenture, the Company and its designated agents shall be responsible for making all calculations called for under this Indenture and the Notes. These calculations include, but are not limited to, determinations of any Fundamental Change Purchase Price, the Closing Sale Prices of the Common Stock, accrued interest payable on the Notes, the Conversion Rate, the Settlement Amount and the amount of Additional Interest that may be payable by Company from time to time. The Company shall make all these calculations in good faith and, absent manifest error, its calculations will be final and binding on Holders. The Company shall provide a schedule of its calculations to each of the Trustee and the Conversion Agent, and each of the Trustee and the Conversion Agent and all other agents appointed by the Company herein are entitled to rely conclusively upon the accuracy of the Company’s calculations without independent verification. The Trustee shall forward the Company’s calculations to any Holders upon the written request of that Holder.

Whenever the Company is required to calculate or make adjustments to the Conversion Rate, the Company will do so to the 1/10,000th of a share of Common Stock, rounding any additional decimal places up or down in a commercially reasonable manner.

Section 12.07 Execution in Counterparts. This Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

(a) Except as otherwise provided herein, any request, demand, authorization, direction, notice, consent, election, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, the Company or the Trustee shall be in writing and delivered in person or mailed by first class mail, postage prepaid, overnight courier or transmitted by facsimile transmission or electronic transmission in PDF format as follows:

(i) if to the Trustee by any Holder, by the Company or by the Collateral Trustee, at its Corporate Trust Office; or

(ii) if to the Company or any of the Guarantors by the Trustee or by any Holder, at the address of its principal office at SunEdison, Inc., 13736 Riverport Drive, Suite 1000, Maryland Heights, MO 63043, Attention: General Counsel.

(b) The Company or the Trustee, by notice given to the other in the manner provided in this Section 12.08, may designate additional or different addresses for subsequent notices or communications.

(c) Notices to Holders will be sent to the address of each Holder as it appears in the Register. Notices will be deemed to have been given on the date of mailing or electronic transmission to such Holder. Whenever a notice is required to be given by the Company, such notice may be given by the Trustee on the Company’s behalf. With respect to Global Notes, notice shall be sufficiently given if given to the Depositary for the Notes (or its designee), pursuant to customary procedures of such Depositary.

(d) Whenever the Company is required to deliver notice to the Holders, the Company will, by the date it is required to deliver such notice to the Holders, deliver a copy of such notice to the Trustee and the Agents. Notices to the Trustee shall be deemed given upon actual receipt thereof.

(e) In respect of this Indenture, neither the Trustee, in each of its capacities, including without limitation as the Trustee, Registrar, Paying Agent, Conversion Agent and Bid Solicitation Agent nor the Collateral Trustee, shall have any duty or obligation to verify or confirm that the Person sending instructions, directions, reports, notices or other communications or information by electronic transmission is, in fact, a Person authorized to give such instructions, directions, reports, notices or other communications or information on behalf of the party purporting to send such electronic transmission; and neither the Trustee nor Collateral Trustee shall have any liability for losses, liabilities, costs or expenses incurred or sustained by any party as a result of such reliance upon or compliance with such instructions, directions, reports, notices or other communications or information. Each other party agrees to assume all risks arising out of the use of electronic methods to submit instructions, directions, reports, notices or other communications or information to the Trustee or Collateral Trustee, including, without limitation the risk of the Trustee or Collateral Trustee acting on unauthorized instructions, notices, reports or other communications or information, and the risk of interception and misuse by third parties.

Section 12.09 No Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Company shall have any liability for any obligations of the Company under the Notes, the Indenture or any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder, by accepting a Note, waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

Section 12.10 Tax Withholding. Nothing herein shall preclude any tax withholding required by law or regulation. Each Holder agrees, and each beneficial owner of an interest in a Note by its acquisition of such interest is deemed to agree, that if the Company or other applicable withholding agent pays withholding taxes or backup withholding on behalf of the Holder or beneficial owner as a result of an adjustment to the Conversion Rate, the Company or other applicable withholding agent may, at its option, set off such payments against payments of cash and shares of Common Stock on the Note (or, in certain circumstances, against any payments on the Common Stock).

Section 12.11 Waiver of Jury Trial. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT

PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 12.12 U.S.A. Patriot Act. The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the U.S.A. Patriot Act.

Section 12.13 Force Majeure. In no event shall the Trustee or any Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, disasters, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

(a) The Company and the Guarantors hereby irrevocably consent to jurisdiction of the courts of the State of New York and the courts of the United States of America located in the City of New York and the County of New York, over any suit, action or proceeding with respect to this Indenture or the Notes or the transactions contemplated hereby. The Company and the Guarantors waive any objection that it may have to the venue of any suit, action or proceeding with respect to this Indenture or the Notes or the transactions contemplated hereby in the courts of the State of New York or the courts of the United States of America, in each case, located in the City of New York and County of New York, or that such suit, action or proceeding brought in the courts of the State of New York or the United States of America, in each case, located in the City of New York and County of New York was brought in an inconvenient court and agrees not to plead or claim the same. The Company and the Guarantors hereby irrevocably appoint Corporation Service Company, 1180 Avenue of the Americas, Suite 210, New York, NY 10036, as its authorized agent in the State of New York upon which process may be served in any such suit or proceedings, and agrees that service of process upon such agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company and the Guarantors further agree to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for the term of this Indenture. Nothing in this Indenture shall in any way be deemed to limit the ability to serve any such writs, process or summonses in any other manner permitted by applicable law.

(a) Each of the Guarantors hereby, jointly and severally, fully and unconditionally guarantees to the Trustee, the Collateral Trustee and each Holder of a Note authenticated and delivered by the Trustee (and each of their respective successors and assigns): (i) the due and punctual payment of the principal of and interest and premium, if any, on such Note when and as the same shall become due and payable, whether at the maturity, by acceleration, repurchase or otherwise, and the due and punctual performance of all other obligations of the Company to the Holders, the Trustee or the Collateral Trustee, all in accordance with the terms of such Note and of this Indenture, (ii) the Company’s obligations under this Indenture and the Notes to deliver any shares of Common Stock (or Reference Property) (and pay cash in lieu of any fractional share) upon any conversion of the Notes and to duly and punctually pay or deliver, as the case may be, all other amounts due or to become due in connection with this Indenture, the Notes, (iii) the due and punctual performance of all other obligations of the Company or any Guarantor to the Holders, the Trustee or the Collateral Trustee under this Indenture, the Notes, the Guarantees and the Collateral Documents, according to the respective terms hereof and thereof, and (iv) in the case of any extension of time of payment or renewal of such Note or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the maturity or by acceleration, repurchase or otherwise.

(b) Each of the Guarantors hereby agrees that its obligations hereunder shall be absolute, unconditional, irrespective of, and shall be unaffected by, the validity, regularity or enforceability of such Note or this Indenture, the absence of any action to enforce the same or any release, amendment, waiver or indulgence granted to the Company or any guarantor or any consent to departure from any requirement of any other guarantee of all or any of the Notes or any impairment of or failure to perfect any Lien on or any security interest in, any security held by the Trustee or the Collateral Trustee, or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each of the Guarantors hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to such Note or the indebtedness evidenced thereby and all demands whatsoever, and covenants that the Guarantee will not be discharged in respect of such Note except by complete performance of the obligations contained in such Note and in such Guarantee. Each of the Guarantors agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, each of the Guarantors agrees to pay to the Trustee for the

account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders.

(c) Each of the Guarantors shall be subrogated to all rights of the Holders of the Notes upon which the Guarantee is endorsed against the Company in respect of, and solely to the extent of, any amounts paid by any Guarantor on account of such Note pursuant to the provisions of its Guarantee or this Indenture; provided, however, that no Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until all payment and delivery obligation with respect to each Notes issued hereunder shall have been satisfied in full.

(d) The Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of the Notes, whether as a “voidable preference” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

The Guarantee of a Guarantor shall be evidenced by such Guarantor’s execution and delivery of this Indenture or a supplemental indenture referencing this Article 13. The Guarantees set forth in this Article 13 and any applicable supplemental indentures shall be effective and enforceable whether or not a notation of guarantee (a “Notation of Guarantee”) is endorsed on the Notes. Any Notation of the Guarantee endorsed on the Notes shall be deemed to incorporate by reference the terms of the Guarantee set forth in Section 13.01.

The Guarantee shall be signed in the name and on behalf of the Guarantors by the manual or facsimile signature of an Officer of each of the Guarantors.

The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee hereunder on behalf of the Guarantor and shall bind the Guarantor notwithstanding the fact that the Guarantee may not bear a Notation of Guarantee. The Guarantor hereby agrees that its Guarantee set forth in Section 13.01 shall remain in full force and effect notwithstanding any failure to endorse a Notation of Guarantee on any Note.

The Guarantee will remain in effect with respect to (i) each of the Guarantors until the entire principal of and interest on the Notes to which the Guarantee relates and all other

obligations under this Indenture shall have been paid in full, fully performed or otherwise discharged in accordance with the provisions of such Notes and this Indenture (including through delivery of the full number of shares of Common Stock (or other Reference Property) (including the Additional Shares and any cash payable in lieu of any fractional share) deliverable upon conversion of the Notes Outstanding) and all amounts owing to the Trustee hereunder have been paid or (ii) a specific Guarantor, until such Guarantor has been released from its obligations pursuant to Section 9.02 or such Guarantor is no longer a guarantor under the Credit Agreement and is no longer required to provide a guarantee under the Credit Agreement; provided, however, that if the Notes are satisfied and discharged pursuant to Section 7.01, then upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Guarantor from its obligations under its Guarantee and this Article 13 have been complied with, such Guarantor shall be released and discharged of its obligations under the Guarantee and under this Article 13 without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Guarantor from its obligations under the Guarantee endorsed on the Notes of a series and under this Article 13. Notwithstanding the foregoing, no Guarantor shall be released from its Guarantee if the Company would at such time be obligated to cause such Person to become a Guarantor.

The Obligations under the Notes will be secured by a perfected Lien on the Company’s and each Guarantor’s right, title and interest in, to and under the Collateral, having priority specified in the Collateral Documents. Each Holder, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms. The Company and each Guarantor shall deliver to the Trustee copies of all documents delivered to the Collateral Trustee pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Collateral Documents, to assure and confirm to the Trustee and the Collateral Trustee the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and the Note Guarantee secured hereby, according to the intent and purposes herein expressed.

The Company and each Guarantor will take any and all actions (including those requested by the Trustee or the Collateral Trustee) reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Company and each Guarantor hereunder, a valid and enforceable perfected Lien having priority specified in the Collateral Documents in and on all the Collateral in favor of the Collateral Trustee for the benefit of the Secured Parties.

Each Holder, by accepting a Note, will be deemed to have authorized and consented to the appointment by the Trustee of the Collateral Trustee in Section 14.02 and to have irrevocably authorized the Collateral Trustee, to act as its agent under the Collateral Documents and to have irrevocably authorized the Collateral Trustee to (i) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Collateral Documents or other documents to which it is a party, together with any other rights, powers and discretions as are reasonably incidental thereto and (ii) execute each document expressed to be executed by the Collateral Trustee on its behalf.

(a) On the date hereof, the Trustee, on behalf of the Secured Parties, shall enter into the Collateral Trust Agreement to appoint Wilmington Trust, National Association to act as the Collateral Trustee. The Trustee shall not be obligated to take any action (or to direct the Collateral Trustee to take any action) under the Collateral Trust Agreement or any other Collateral Document without the written direction of the Holders and may, at the expense of the Company, request the direction of the Holders of a majority in aggregate principal amount of the outstanding Notes with respect to any such actions and, upon receipt of the written consent of the Holders of a majority in aggregate principal amount of the outstanding Notes along with security and indemnity satisfactory to the Trustee and the Collateral Trustee, shall take such actions.

(b) Neither the Trustee nor any of its officers, directors, employees, attorneys or agents shall be responsible or liable (i) for the legality, enforceability, effectiveness or sufficiency of the Collateral Documents, for the creation, perfection, priority, sufficiency, maintenance, renewal or protection of any Lien, or for any defect or deficiency as to any such matters, or (ii) for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Collateral Documents or any delay in doing so, or (iii) for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral.

(c) The rights, privileges, protections, immunities and benefits given to the Trustee under this Indenture, including, without limitation, its right to be indemnified and compensated and all other rights, privileges, protections, immunities and benefits set forth in this Indenture are extended to the Trustee when acting under the Collateral Trust Agreement and the other Notes Documents.

(d) The Trustee will not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any Liens on the Collateral.

(e) Whenever an action under the Collateral Trust Agreement requires an Act of Required Pari Passu Lien Secured Parties, the Trustee, in its capacity as Pari Passu Lien Representative, shall seek the direction of Holders of the Notes. Subject to the next

succeeding sentence, if the minimum consent or directions of Holders for such action required by Sections 6.05 or 8.02 or otherwise under this Indenture are met, the Trustee shall deliver a written direction to the Collateral Trustee (i) directing such Act of Required Pari Passu Lien Secured Parties and (ii) notifying the Collateral Trustee of the aggregate principal amount of Notes that consented or directed such action, which upon request of the Collateral Trustee, shall be accompanied by indemnity or security acceptable to the Collateral Trustee for any losses, liabilities or expenses that may be incurred in connection with such direction (it being understood that the Trustee, in its individual capacity, shall not be obligated to provide such indemnity or security). If the requested action requires the consent or direction of each Holder of the Notes affected thereby, then the Trustee shall not deliver a direction to the Collateral Trustee in such Act of Required Pari Passu Lien Secured Parties unless a unanimous consent is obtained for the Holders. For purposes of determining the consent or direction of Holders for an action under the Collateral Trust Agreement that requires an Act of Required Pari Passu Lien Secured Parties, the Notes registered in the name of, or beneficially owned by, the Company or any Affiliate of the Company will be deemed not to be outstanding and neither the Company nor any Affiliate of the Company will be entitled to vote such Notes and the Company shall notify the Trustee and the Collateral Trustee in writing whether any Notes are owned by it or any of its Affiliates.

(a) Each Holder of Notes, by its acceptance thereof, (i) consents and agrees to the terms of the Collateral Documents (including, without limitation, the Collateral Trust Agreement and the Intercreditor Agreement), as originally in effect and as amended, supplemented or replaced from time to time in accordance with their terms or the terms of this Indenture, (ii) authorizes, empowers and directs the Trustee to enter into the Collateral Trust Agreement, to appoint the Collateral Trustee thereunder, and to perform its duties thereunder as a Pari Passu Lien Representative, (iii) authorizes and empowers the Collateral Trustee to act as the collateral trustee under the Collateral Documents, (iv) authorizes and directs the Trustee and the Collateral Trustee to enter into and perform its obligations under the Collateral Documents (including, without limitation, the Collateral Trust Agreement and the Intercreditor Agreement) to which each is a party, and authorizes and empowers each of the Trustee and the Collateral Trustee to bind the Holders as set forth in the Collateral Documents (including, without limitation, the Collateral Trust Agreement and the Intercreditor Agreement) to which it is a party and to perform its obligations and exercise its rights and powers thereunder.

(b) Subject to the provisions of Section 11.01 and Section 11.03 hereof and the Collateral Documents, the Trustee, upon the written direction of the Holders holding a majority of the aggregate outstanding principal amount of the Notes shall, direct, on behalf of the Holders, the Collateral Trustee to take all actions it deems necessary or appropriate in order to:

(c) At the Company’s sole cost and expense and subject to the Trustee and the Collateral Trustee having been indemnified by the Holders and/or the Company, the Trustee is authorized and empowered (but is not obligated) to institute and maintain, or direct the Collateral Trustee to institute and maintain, such suits and proceedings as may be reasonably expedient to preserve or protect its interests and the interests of the Holders of Notes in the Collateral, including the power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holders or the Trustee.

The Liens on the Collateral will be released with respect to the Notes and the Guarantees, as applicable:

(i) in whole, upon satisfaction and discharge of liability on the Notes pursuant to Article 7; and

(ii) otherwise in accordance with, and as expressly provided for under, this Indenture or the Collateral Documents.

Upon release of the Collateral, the Trustee shall promptly, and is hereby authorized to, take such actions as reasonably requested by the Company in order to direct the Collateral Trustee to reconvey to the Company or each Guarantor the released Collateral. In connection with any such reconveyance or filing, the Trustee or the Collateral Trustee, as applicable, shall receive and be fully protected in conclusively relying upon an Opinion of Counsel and an Officers’ Certificate and such other documents as prescribed by this Indenture or the Collateral Documents.

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the day and year first above written.


SunEdison, Inc.

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		EVP, CAO & CFO

SUNE ML 1, LLC

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer

MEMC Pasadena, Inc.

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer

Solaicx

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer

SunEdison Holdings Corporation

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer

SunEdison International, Inc.

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer

EnFlex Corporation

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer


Sun Edison LLC

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer

SunEdison Canada, LLC

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer

SunEdison International, LLC

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer

NVT, LLC

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer

Fotowatio Renewable Ventures, Inc.

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer

SunEdison Contracting, LLC

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer

NVT Licenses, LLC

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer

TEAM-SOLAR INC.

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer


SunEdison Utility Holdings, Inc.

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer

Wilmington Trust, National Association, as Trustee, Conversion Agent, Registrar, Bid Solicitation Agent and Paying Agent

By:		/s/ W. Thomas Morris
Name:		W. Thomas Morris
Title:		Vice President

The following table sets forth the number of Additional Shares by which the Conversion Rate shall be increased pursuant to Section 4.06 based on the hypothetical Stock Prices and the dates set forth below.

[For all Notes, include the following legend (the “Non-Affiliate Legend”):]

NO AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY OR PERSON THAT HAS BEEN AN AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY DURING THE IMMEDIATELY PRECEDING THREE MONTHS MAY PURCHASE, OTHERWISE ACQUIRE OR HOLD THIS NOTE OR A BENEFICIAL INTEREST HEREIN.

[For Global Notes, include the following legend (the “Global Notes Legend”):]

[THIS SECURITY IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]

[For all Notes that are Restricted Notes, include the following legend (the “Restricted Notes Legend”):]

[THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:

PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (2)(D) ABOVE, THE COMPANY AND THE TRUSTEE OR THE TRANSFER AGENT FOR THE COMPANY’S COMMON STOCK, AS APPLICABLE, RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, AND THE TRUSTEE AND THE TRANSFER AGENT FOR THE COMPANY’S COMMON STOCK WILL NOT BE REQUIRED TO ACCEPT FOR REGISTRATION OF TRANSFER ANY SECURITIES ACQUIRED BY A PURCHASER, INCLUDING UPON EXERCISE OF THE CONVERSION RIGHTS, EXCEPT UPON PRESENTATION OF EVIDENCE SATISFACTORY TO THE TRUSTEE OR TRANSFER AGENT, AS APPLICABLE, THAT THE RESTRICTIONS SET FORTH HEREIN HAVE BEEN COMPLIED WITH. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]

SunEdison, Inc., a Delaware corporation (the “Company”), promises to pay to [ ] [include “Cede & Co.” for Global Note] or registered assigns, the principal amount of [add principal amount in words] $[ ] [For Global Notes, include the following: as revised by the Schedule of Increases and Decreases in the Global Note attached hereto,] on July 2, 2018 (the “Maturity Date”).

Additional provisions of this Security are set forth on the other side of this Note.

IN WITNESS WHEREOF, SunEdison, Inc. has caused this instrument to be signed manually or by facsimile by one of its duly authorized Officers.

This Note is one of a duly authorized issue of securities of the Company (herein called the “Notes”), issued under the Indenture dated as of January 11, 2016 by and among the Company the guarantors named therein (the “Guarantors”) and Wilmington Trust, National Association (in such capacity, herein called the “Trustee”), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered.

This Note does not benefit from a sinking fund. This Note shall not be redeemable at the Company’s option.

As provided in and subject to the provisions of the Indenture, upon the occurrence of a Fundamental Change, the Holder of this Note will have the right, at such Holder’s option, to require the Company to purchase this Note, or any portion of this Note such that the principal amount of this Note that is not purchased equals $1,000 or an integral multiple of $1,000, on the Fundamental Change Purchase Date at a price equal to the Fundamental Change Purchase Price for such Fundamental Change Purchase Date.

As provided in and subject to the provisions of the Indenture, the Holder hereof has the right, prior to the Close of Business on the second Scheduled Trading Day immediately preceding the Maturity Date, to convert this Note or a portion of this Note such that the principal amount of this Note converted equals $1,000 or an integral multiple of $1,000, into a number of shares of Common Stock determined in accordance with Article 4 of the Indenture and subject to adjustment as set forth therein.

As provided in and subject to the provisions of the Indenture, the Company will make all payments in respect of the Fundamental Change Purchase Price for and the principal amount of, this Note to the Holder that surrenders this Note to the Paying Agent to collect such payments in respect of this Note. The Company will pay cash amounts in money of the U.S. that at the time of payment is legal tender for payment of public and private debts.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the Guarantors and the rights of the Holders of the Notes to be effected under the Indenture at any time by the Company, the Guarantors and the Trustee with the consent of the Holders of a majority in principal amount of the Notes at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Notes at the time Outstanding, on behalf of the Holders of all Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past Defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Note, the Holders of not less than 25% in principal amount of the Notes at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity to the Trustee, and the Trustee shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity, and shall not have received from the Holders of a majority in principal amount of Notes at the time Outstanding a direction inconsistent with such request. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of the principal hereof, premium, if any, or interest hereon, the Fundamental Change Purchase Price with respect to and the amount of cash, the number of shares of Common Stock or the combination thereof, as the case may be, due upon conversion of this Note or after the respective due dates expressed in the Indenture.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay or deliver, as the case may be, the principal of (including the Fundamental Change Purchase Price), premium, interest on and the amount of cash, a number of shares of Common Stock or a combination of cash and shares of Common Stock, if any, as the case may be, due upon conversion of, this Note at the time, place and rate, and in the coin and currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Register, upon surrender of this Note for registration of transfer to the Trustee, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar duly executed by, the Holder hereof or its attorney duly authorized in writing, and thereupon a new Note of this series and of like tenor for the same aggregate principal amount will be issued to the designated transferee.

The Notes are issuable only in registered form without coupons in minimum denominations of $1,000 and integral multiples of $1,000. As provided in the Indenture and subject to certain limitations therein set forth, the Notes are exchangeable for a like aggregate principal amount of Notes and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

Subject to the rights of the Holders as of the Regular Record Date to receive interest on the related Interest Payment Date, prior to due presentment of this Note for registration of transfer, the Company, the Trustee, the Agents and any of their respective agents may treat the Person in whose name the Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee, the Agents nor any agents shall be affected by notice to the contrary.

Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (= tenants in common), TEN ENT (= tenants by the entirety), JT TEN (= joint tenants with rights of survivorship and not as tenants in common), CUST (= custodian) and U/G/M/A (= Uniform Gift to Minors Act).

Upon the issuance of any new Note, the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including fees and expenses of the Trustee) connected therewith.

All defined terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in the Indenture. If any provision of this Note limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control.

Each of the Guarantors listed below (hereinafter referred to as the “Guarantors,” which term includes any successors or assigns under the Indenture, dated the date hereof, among the Guarantors, the Company (defined below) and Wilmington Trust, National Association, as trustee (the “Indenture”)), has irrevocably and unconditionally guaranteed on a senior basis (i) the due and punctual payment of the principal of and interest and premiums, if any, on the 5% Guaranteed Convertible Senior Secured Notes due 2018 (the “Notes”) when and as the same shall become due and payable, whether at the maturity, by acceleration, repurchase or otherwise, and the due and punctual performance of all other obligations of the Company to the Holders, the Trustee or the Collateral Trustee, (ii) the Company’s obligations under the Indenture and the Notes to deliver any shares of Common Stock (or Reference Property) (and pay cash in lieu of any fractional share) upon any conversion of the Notes and to duly and punctually pay or deliver, as the case may be, all other amounts due or to become due in connection with the Indenture, the Notes, (iii) the due and punctual performance of all other obligations of the Company or any Guarantor to the Holders, the Trustee or the Collateral Trustee under the Indenture, the Notes, the Guarantees and the Collateral Documents, and (iv) in the case of any extension of time of payment or renewal of the Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the maturity or by acceleration, repurchase or otherwise, in each case, all in accordance with and subject to the terms and limitations of this Note and the Indenture, including Article 13 thereof. This Guarantee will not become effective until the Trustee duly executes the certificate of authentication on this Note. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of law principles thereof.

Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated.

IN WITNESS WHEREOF, each of the Guarantors has caused this instrument to be duly executed.


SUNE ML 1, LLC

By:
Name:
Title:

MEMC Pasadena, Inc.

By:
Name:
Title:

Solaicx

By:
Name:
Title:

SunEdison Holdings Corporation

By:
Name:
Title:

SunEdison International, Inc.

By:
Name:
Title:

EnFlex Corporation

By:
Name:
Title:


Sun Edison LLC

By:
Name:
Title:

SunEdison Canada, LLC

By:
Name:
Title:

SunEdison International, LLC

By:
Name:
Title:

NVT, LLC

By:
Name:
Title:

Fotowatio Renewable Ventures, Inc.

By:
Name:
Title:

SunEdison Contracting, LLC

By:
Name:
Title:

NVT Licenses, LLC

By:
Name:
Title:

TEAM-SOLAR INC.

By:
Name:
Title:

The undersigned owner of this Note hereby irrevocably exercises the option to convert this Note, or a portion hereof (which is such that the principal amount of the portion of this Note that will not be converted equals $1,000 or an integral multiple of $1,000 in excess thereof) below designated, into a number of shares of Common Stock in accordance with the terms of the Indenture referred to in this Note, and directs that any cash payable and any shares of Common Stock issuable and deliverable upon conversion, together with any Notes representing any unconverted principal amount hereof, be paid and/or issued and/or delivered, as the case may be, to the registered Holder hereof unless a different name is indicated below.

Subject to certain exceptions set forth in the Indenture, if this notice is being delivered on a date after the Close of Business on a Regular Record Date and prior to the Open of Business on the Interest Payment Date corresponding to such Regular Record Date, this notice must be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Note to be converted. If any shares of Common Stock are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect to such issuance and transfer as set forth in the Indenture.

Signature(s)

(Sign exactly as your name appears on the other side of this Note)

Signature Guarantee

(Signature(s) must be guaranteed by an institution which is a member of one of the following recognized signature Guarantee Programs:

(i) The Notes Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP); (iii) another guarantee program acceptable to the Trustee.)

Fill in if a check is to be issued, or shares of Common Stock or Notes are to be registered, otherwise than to or in the name of the registered Holder.

Signature(s)

(Sign exactly as such Person’s name appears above)

Signature Guarantee

(Signature(s) must be guaranteed by an institution which is a member of one of the following recognized signature Guarantee Programs:

(i) The Notes Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP) or (iv) another guarantee program acceptable to the Trustee.)

The undersigned registered owner of this Note hereby acknowledges receipt of a Fundamental Change Company Notice from SunEdison, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Purchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance with the applicable provisions of the Indenture referred to in this Note (i) the entire principal amount of this Note, or the portion thereof (that is such that the portion not to be purchased has a principal amount equal to $1,000 or an integral multiple of $1,000 in excess thereof) below designated, and (ii) if such Fundamental Change Purchase Date does not occur during the period after a Regular Record Date and on or prior to the Interest Payment Date corresponding to such Regular Record Date, accrued and unpaid interest, if any, thereon to, but excluding, such Fundamental Change Purchase Date.

For value received, hereby sell(s), assign(s) and transfer(s) unto (Please insert social security or Taxpayer Identification Number of assignee) the within Note, and hereby irrevocably constitutes and appoints to transfer the said Note on the books of the Company, with full power of substitution in the premises.

In connection with any transfer of the within Note occurring prior to the Resale Restriction Termination Date, as defined in the Indenture governing such Note, the undersigned confirms that such Note is being transferred:

¨ Pursuant to a registration statement which has become effective under the Securities Act of 1933, as amended; or

¨ To a qualified institutional buyer in compliance with Rule 144A under the Securities Act of 1933, as amended; or

¨ Pursuant to an exemption from registration provided by Rule 144 under the Securities Act of 1933, as amended, or any other available exemption from the registration requirements of the Securities Act of 1933, as amended.

[Include if the second, third or fourth box above is checked] [The undersigned (on the immediately following signature line) represents and warrants that it is not, and has not been for the immediately preceding 90 days, an “affiliate” (as defined in Rule 144 under the Securities Act of 1933, as amended) of SunEdison, Inc.]

[Include if the third box above is checked] [The undersigned (on the immediately following signature line) represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.]

Unless one of the above boxes is checked, the Trustee and Registrar will refuse to register any of the Notes evidenced by this certificate in the name of any Person other than the registered Holder thereof; provided that, if the fourth box is checked, the Company may require, prior to

registering any such transfer of the Notes, in its sole discretion, such legal opinions, certifications and other information as the Company may reasonably request to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

If none of the foregoing boxes is checked, the Trustee or Registrar shall not be obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 2.11 of the Indenture shall have been satisfied.

[NAME OF OFFICER], the [TITLE] of SunEdison, Inc., a Delaware corporation (the “Company”) does hereby certify, in connection with the occurrence of the Free Trade Date on [date] in respect of $[add principal amount] of the Company’s 5% Guaranteed Convertible Senior Secured Notes due 2018 (CUSIP: 86732Y AN9)(the “Notes”) pursuant to the terms of the Indenture, dated as of January 11, 2016 (as may be amended or supplemented from time to time, the “Indenture”), by and between the Company and Wilmington Trust, National Association (the “Trustee”), that:

1. The undersigned is permitted to sign this “Officer’s Certificate” on behalf of the Company, as the term “Officer’s Certificate” is defined in the Indenture.

2. The undersigned has read, and thoroughly examined, the Indenture and the definitions therein relating thereto.

3. In the opinion of the undersigned, the undersigned has made such examination as is necessary to enable the undersigned to express an informed opinion as to whether or not all conditions precedent to the removal of the Restricted Notes Legend described herein from the Notes as provided for in the Indenture have been complied with.

4. To the best knowledge of the undersigned, all conditions precedent described herein as provided for in the Indenture and, in the case of Global Notes, the Applicable Procedures have been complied with.

5. The Resale Restriction Termination Date for the Notes is the date of this Officer’s Certificate. The Company is satisfied that the Notes are not subject to the restrictions set forth in the Restricted Notes Legend and Section 2.07 of the Indenture.

In accordance with Section 2.08 of the Indenture, the Company hereby advises you as follows:

1. The Restricted Notes Legend set forth on the Notes shall be deemed removed from the Notes in accordance with the terms and conditions of the Notes and as provided in the Indenture, without further action on the part of the Holders.

2. The restricted CUSIP number for the Notes shall be deemed removed from the Notes and replaced with an unrestricted CUSIP number, which unrestricted CUSIP number shall be 86732Y AP4, in accordance with the terms and conditions of the Notes and as provided in the Indenture, without further action on the part of the Holders.

Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Indenture.

IN WITNESS WHEREOF, the undersigned signed this Officer’s Certificate as of the date written above.

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:

PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (2)(D) ABOVE, THE COMPANY AND THE TRANSFER AGENT FOR THE COMPANY’S COMMON STOCK RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, AND THE TRANSFER AGENT WILL NOT BE REQUIRED TO ACCEPT FOR REGISTRATION OF TRANSFER ANY SECURITIES ACQUIRED BY A PURCHASER EXCEPT UPON PRESENTATION OF EVIDENCE SATISFACTORY TO THE TRANSFER AGENT THAT THE RESTRICTIONS SET FORTH HEREIN HAVE BEEN COMPLIED WITH. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

This SECOND LIEN CREDIT AGREEMENT is entered into as of January 11, 2016, among SUNEDISON, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent.

WHEREAS, capitalized terms used in these Recitals shall have the respective meanings set forth for such terms in Section 1.01 hereof;

WHEREAS, the Lenders have agreed to extend a credit facility to the Borrower consisting of up to $725,000,000 aggregate principal amount of Term Loans, consisting of $500,000,000 aggregate principal amount of Tranche A-1 Term Loans and $225,000,000 aggregate principal amount of Tranche A-2 Term Loans; the proceeds of which will be used (i) to refinance all of the indebtedness outstanding under that certain Second Lien Credit Agreement, dated as of August 11, 2015, among the Borrower, Goldman Sachs Bank USA, as administrative agent, and the lenders from time to time party thereto (as amended or otherwise modified prior to the date hereof, the “Existing Second Lien Credit Agreement”), (ii) to refinance all of the indebtedness outstanding under that certain Margin Loan Agreement, dated as of January 29, 2015, among SUNE ML 1, LLC, Deutsche Bank AG, London Branch, as administrative agent, and the lenders from time to time party thereto (as amended or otherwise modified prior to the date hereof, the “Existing Margin Loan Agreement”), (iii) to pay fees and expenses related to this Agreement, the other Loan Documents, the refinancing of the Existing Second Lien Credit Agreement, the refinancing of the Existing Margin Loan Agreement, the issuance of the Second Lien Convertible Notes and the transactions related thereto and hereto and (iv) for general corporate purposes;

WHEREAS, the Borrower has agreed to secure all of its Obligations by granting to the Collateral Trustee, for the benefit of the Secured Parties, a Second Priority Lien on substantially all of its assets, including, to the extent required by the Loan Documents, a pledge of all the Equity Interests of each of its Domestic Subsidiaries and sixty-five percent (65%) of the Equity Interests of each of its First-Tier Foreign Subsidiaries; and

WHEREAS, the Guarantors have agreed to guarantee the Obligations of the Borrower hereunder and to secure their respective Obligations by granting to the Collateral Trustee, for the benefit of the Secured Parties, a Second Priority Lien on substantially all of their respective assets, including, to the extent required by the Loan Documents, a pledge of all the Equity Interests of each of their respective Domestic Subsidiaries and sixty-five percent (65%) of the Equity Interests of each of their respective First-Tier Foreign Subsidiaries.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

“Acquisition Consideration” means, with respect to any purchase or acquisition described in Section 7.02(g), the aggregate amount of all cash and noncash consideration (including the fair market value of all Equity Interests issued or transferred to the sellers thereof, all indemnities, earnouts and other contingent payment obligations to, and the aggregate amounts paid or to be paid under noncompete, consulting and other affiliated agreements with, the sellers thereof, all write-downs of property and reserves for liabilities with respect thereto and all assumptions of debt, liabilities and other obligations in connection therewith).

“Administrative Agent” means Deutsche Bank in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Agent’s Office” means, with respect to any currency, the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02 with respect to such currency, or such other address or account with respect to such currency as the Administrative Agent may from time to time notify to the Borrower and the Lenders.

“Administrative Questionnaire” means an administrative questionnaire in substantially the form of Exhibit E-2 or any other form approved by the Administrative Agent.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agent” means each of (i) the Administrative Agent, (ii) the Syndication Agent, (iii) the Bookrunners, (iv) the Arrangers, (v) the Collateral Trustee, and (vi) any other Person appointed under the Loan Documents to serve in an agent or similar capacity.

“Aggregate Commitments” means the Commitments of all the Lenders. The initial amount of the Aggregate Commitments in effect on the Closing Date is $725,000,000.

“Alternative Fuel Energy System” means a Solar Energy System and/or an energy generating installation utilizing wind power or an alternative fuel source other than solar energy.

“Apollo Acquisition” means the direct or indirect acquisition by the Borrower of Apollo pursuant to and in accordance with the Apollo Acquisition Agreement.

“Apollo Acquisition Agreement” means that certain Agreement and Plan of Merger, dated as of July 20, 2015, by and among the Borrower, SEV Merger Sub Inc., a Delaware corporation, and Apollo pursuant to which the SEV Merger Sub Inc. will merge with and into Apollo, subject to the terms and conditions set for therein, as amended prior to the date hereof.

“Apollo Holdings” means a direct or indirect wholly owned Domestic Subsidiary of the Borrower to be formed on or prior to the consummation of a financing of the Apollo Subs (and notified as such by the Borrower to the Administrative Agent).

“Apollo Permitted Seller Notes” means the 2.25% Convertible Senior Notes due 2020 to be issued by the Borrower pursuant to the Apollo Permitted Seller Notes Indenture on the date of the consummation of the Apollo Acquisition.

“Apollo Permitted Seller Notes Indenture” mean the indenture substantially in the form attached as Exhibit B to the Apollo Acquisition Agreement, by and between the Borrower and Computershare Trust Company, National Association.

“Apollo Permitted Seller Notes Refinancing Convertible Bond Indebtedness” has the meaning set forth in Section 7.01(l).

“Apollo Purchase Agreement” means that certain Purchase Agreement, dated as of July 19, 2015, by and between the Borrower, as “Seller” thereunder, and YieldCo Intermediate, as “Purchaser” thereunder, as amended prior to the date hereof.

“Apollo Sponsor Support Agreement” means the sponsor support agreement having terms substantially the same as those set forth in Exhibit J hereto, by and between the Borrower and an Apollo Sub.

“Apollo TERP Note” means the promissory note issued by the Borrower to YieldCo Intermediate pursuant to the Apollo Purchase Agreement having terms substantially the same as those set forth on Exhibit E to the Apollo Purchase Agreement.

“Apollo TERP Sale” means the sale of all of the equity interests in the subsidiaries of Apollo identified as “Purchased Subsidiaries” under (and as defined in) the Apollo Purchase Agreement pursuant and in accordance with the terms of the Apollo Purchase Agreement.

“Applicable Percentage” means with respect to any Lender, with respect to any Facility or Facilities, as the case may be, the percentage obtained by dividing (a) the Term Loan Exposure of that Lender under the applicable Facility or Facilities by (b) the aggregate Term Loan Exposure of all Lenders under the applicable Facility or Facilities. The initial Applicable Percentage of each Lender with respect to each Facility as of the Closing Date is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“Applicable Reserve Requirement” means, at any time, for any Eurocurrency Rate Loan, the maximum rate, expressed as a decimal, at which reserves (including any basic marginal, special, supplemental, emergency or other reserves) are required to be maintained with respect thereto against “Eurocurrency liabilities” (as such term is defined in Regulation D) under regulations issued from time to time by the FRB or other applicable banking regulator. Without limiting the effect of the foregoing, the Applicable Reserve Requirement shall reflect any other reserves required to be maintained by member banks with respect to (i) any category of liabilities which includes deposits by reference to which the applicable Eurocurrency Rate or any other interest rate of a Loan is to be determined, or (ii) any category of extensions of credit or other assets which include Eurocurrency Rate Loans. A Eurocurrency Rate Loan shall be deemed to constitute Eurocurrency liabilities and as such shall be deemed subject to reserve requirements without benefits of credit for proration, exceptions or offsets that may be available from time to time to the applicable Lender. The rate of interest on Eurocurrency Rate Loans shall be adjusted automatically on and as of the effective date of any change in the Applicable Reserve Requirement.

“Approved Bank” has the meaning specified in the definition of Cash Equivalents.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arrangers” means Deutsche Bank Securities Inc., Barclays Bank PLC, Macquarie Capital (USA) Inc. and KeyBanc Capital Markets Inc.

“Asset Sale” means a sale, lease or sub-lease (as lessor or sublessor), sale and leaseback, assignment, conveyance, exclusive license (as licensor or sublicensor), transfer or other Disposition to, or any exchange of property with, any Person (other than the Borrower or any Guarantor), in one transaction or a series of transactions, of all or any part of the Borrower’s or any of its Subsidiaries’ businesses, assets or properties of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, including the Equity Interests of any of the Borrower’s Subsidiaries, other than (x) Dispositions in the form of Restricted Payments permitted under Section 7.06 or Investments permitted under Section 7.02 and (y) sales or other Dispositions of Excluded Assets; provided that any Disposition of Excluded Assets described in clauses (i), (ii), (iii), (iv) and (vii) of the defined term “Excluded Assets” shall not be deemed to be an Asset Sale solely to the extent such Disposition is in the ordinary course of business.

“Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 10.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit E-1 or any other form approved by the Administrative Agent.

“Attributable Indebtedness” means, on any date, in respect of any capital lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP.

“Audited Financial Statements” means the audited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2014, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Borrower and its Subsidiaries, including the notes thereto.

“Base Rate” means, for any day, a rate per annum equal to the greatest of (i) the Prime Rate in effect on such day, (ii) the Federal Funds Effective Rate in effect on such day plus ¹⁄₂ of 1% and (iii) the sum of (x) the Eurocurrency Rate then in effect that would be payable on such day for Eurocurrency Rate Loan (after giving effect to any Eurocurrency Rate Loan “floor”) with a one-month interest period plus 1.00%. Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Eurocurrency Rate shall be effective on the effective day of such change in the Prime Rate, the Federal Funds Effective Rate or the Eurocurrency Rate, respectively.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate. All Base Rate Loans shall be denominated in Dollars.

“Blocked Account Termination Date” has the meaning specified in Section 2.09(b).

“Bookrunners” means Deutsche Bank Securities Inc., Barclays Bank PLC, Macquarie Capital (USA) Inc. and KeyBanc Capital Markets Inc.

“Borrower/SSL TopCo Agreements” means, collectively, each of the following agreements, each by and between Borrower and SSL TopCo, and each in form and substance reasonably satisfactory to the Administrative Agent: (i) the Separation Agreement, (ii) the Polysilicon Supply Agreement, (iii) the CCZ and Diamond Coated Wire Licensing Agreement, (iv) the Patent and Technology Cross-License Agreement, (v) the Technology Joint Development Agreement, (vi) the Transition Services Agreement, and (vii) the Tax Matters Agreement.

“Borrower/YieldCo Agreements” means, collectively, each of the following, each by and among, inter alia, Borrower and YieldCo Intermediate, and each substantially in the form attached on Exhibit K hereto or otherwise in form reasonably satisfactory to the Administrative Agent: (i) Interest Payment Agreement, (ii) Management Services Agreement, (iii) Call Rights Agreement, (iv) Limited Liability Company Agreement and (v) Repowering Services Right of Refusal Agreement.

“Borrower/YieldCo II Agreements” means, collectively, each of the following, each by and among, inter alia, Borrower or any of the Guarantors and YieldCo II and/or YieldCo II Intermediate, and each substantially in the form attached as Exhibit K hereto or otherwise in form reasonably satisfactory to the Administrative Agent: (i) the Interest Payment Agreement, (ii) Management Services Agreement, (iii) Project Support Agreement, (iv) Limited Liability Company Agreement, (v) Repowering Services Agreement, (vi) Project Investment Agreement, (vii) Distribution Payment Agreement and (viii) each other support service agreement, supply agreement, license agreement, tax matters agreement and any other agreement, document or instrument entered into by the Borrower and YieldCo II.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state of New York or the state where the Administrative Agent’s Office is located, and if such day relates to any interest rate settings as to a Eurocurrency Rate Loan, any fundings, disbursements, settlements and payments in respect of any such Eurocurrency Rate Loan, or any other dealings to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, it means any such day on which dealings in deposits in Dollars are conducted by and between banks in the London interbank eurodollar market.

“Capital Expenditures” means expenditures made in respect of the purchase or other acquisition of any fixed or capital asset, but shall expressly exclude normal replacements and maintenance which are properly charged to current operations.

“Cash” means money, currency or a credit balance in any demand account or Deposit Account.

“Cash Equivalents” means (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) Dollar-denominated certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of six months or less from the date of acquisition and issued either (i) by a Lender or (ii) by a commercial bank both (A) having combined capital and surplus of not less than $500,000,000 and (B) that has a short-term credit rating of at least A-1 by S&P or P-1 by Moody’s (any Person meeting the criteria of this clause (ii) an “Approved Bank”); (c) commercial paper of an issuer rated at least A-1 by S&P or P-1 by Moody’s, or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six months from the date of acquisition; (d) repurchase obligations of any Lender or any Affiliate thereof or of any Approved Bank, having a term of not more than thirty (30) days, with respect to securities issued or fully guaranteed or insured by the United States government; (e) securities with maturities of one year or less from the date of acquisition and issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any

foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody’s; (f) securities with maturities of six months or less from the date of acquisition and backed by standby letters of credit issued by any Lender or any Approved Bank; (g) shares of money market mutual or similar funds which invest substantially all of their assets in assets satisfying the requirements of clauses (a) through (f) of this definition or money market funds that (i) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, as amended, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $3,000,000,000; (h) investments in money market funds access to which is provided as part of “sweep” accounts maintained with a Lender or an Approved Bank; or (i) investments in industrial development revenue bonds which (i) “re-set” interest rates not less frequently than quarterly, (ii) are entitled to the benefit of a remarketing arrangement with an established broker dealer, and (iii) are supported by a direct pay letter of credit covering principal and accrued interest which is issued by a Lender or an Approved Bank.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

(a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of 35% or more of the equity securities of the Borrower entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right); or

(b) during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Borrower cease to be composed of

individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body, or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body; or

(c) any Person or two or more Persons acting in concert shall have acquired by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation thereof, will result in its or their acquisition of the power to exercise, directly or indirectly, a Controlling influence over the management or policies of the Borrower, or control over the equity securities of the Borrower entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully-diluted basis (and taking into account all such securities that such Person or group has the right to acquire pursuant to any option right) representing 35% or more of the combined voting power of such securities; or

(II) an occurrence of a “Fundamental Change” under and as defined in the 2018 Convertible Senior Notes Indenture, a “Fundamental Change” under and as defined in the 2021 Convertible Senior Notes Indenture, a “Fundamental Change” under and as defined in the 2020 Convertible Senior Notes Indenture, a “Fundamental Change” under and as defined in the 2022 Convertible Senior Notes Indenture, a “Fundamental Change” under and as defined in the 2023 Convertible Senior Notes Indenture, a “Fundamental Change” under and as defined in the 2025 Convertible Senior Notes Indenture, a “Fundamental Change” (or equivalent) under the applicable indenture governing the Permitted Seller Notes, a “Fundamental Change” (or equivalent) under the Apollo Permitted Seller Notes Indenture, a “Fundamental Change” (or equivalent) under the applicable document governing the Permitted Mandatory Convertible Preferred or a “Fundamental Change” under and as defined in the Second Lien Convertible Notes Indenture.

“Class A TERP Common Stock” means the Class A common stock of TerraForm Power, Inc., a Delaware corporation.

“Collateral” means, collectively, all property of the Borrower, any Subsidiary or any other Person in which the Collateral Trustee, the Administrative Agent (with respect to the Fronting Compensation Fee Account) or any Lender is granted a Lien under any Security Document as security for all or any portion of the Obligations or any other obligation arising under any Loan Document.

“Collateral Trust Agreement” means a collateral trust agreement substantially in the form of Exhibit L, as the same may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof.

“Collateral Trustee” means Wilmington Trust, National Association, its successors and assigns as Collateral Trustee pursuant to the Collateral Trust Agreement.

“Commitment” means a Tranche A-1 Commitment or a Tranche A-2 Commitment. The initial aggregate amount of the Commitments is $725,000,000.

“Committed Borrowing” means a borrowing consisting of simultaneous Term Loans made by each of the Lenders pursuant to Section 2.01 on the Closing Date.

“Compliance Certificate” means a certificate substantially in the form of Exhibit D.

“Consolidated EBITDA” means, for any period of measurement thereof, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to the Consolidated Net Income of the Borrower and its Subsidiaries for such period plus, without duplication:

(1) provision for taxes based on income or profits of the Borrower and its Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

(2) the following, for such period, to the extent deducted in computing such Consolidated Net Income:

(a) the consolidated interest expense of the Borrower and its Subsidiaries for such period (other than interest expense with respect to Non-Recourse Project Indebtedness), whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with capital lease obligations, imputed interest with respect to Attributable Indebtedness (other than Attributable Indebtedness of any capital lease that constitutes Non-Recourse Project Indebtedness), commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to First Lien Related Swap Contracts in respect of interest rates; plus

(b) the consolidated interest expense of the Borrower and its Subsidiaries (other than interest expense with respect to Non-Recourse Project Indebtedness) that was capitalized during such period; plus

(c) any interest on Indebtedness of another Person that is guaranteed by the Borrower or its Subsidiaries or secured by a Lien on assets of the Borrower or its Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

(d) the product of (i) all dividends, whether paid or accrued and whether or not in Cash, on any series of preferred stock of such Person or any of its Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of the Borrower (other than Disqualified Equity Interests) or to the Borrower or a Subsidiary of

the Borrower, times (ii) a fraction, the numerator of which is one and the denominator of which is one minus the then-current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, determined on a consolidated basis in accordance with GAAP; plus

(3) any foreign currency translation losses (including losses related to currency remeasurements of Indebtedness) of the Borrower and its Subsidiaries for such period, to the extent that such losses were taken into account in computing such Consolidated Net Income; plus

(4) the amount of any restructuring charge or expense and unusual or non-recurring charges or expenses, to the extent that such charges or expenses were deducted in computing such Consolidated Net Income; plus

(5) depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash charges and expenses (excluding any such non-cash charge or expense to the extent that it represents an accrual of or reserve for cash charges or expenses in any future period or amortization of a prepaid cash charge or expense that was paid in a prior period) of the Borrower and its Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash charges or expenses were deducted in computing such Consolidated Net Income; minus

(6) any foreign currency translation gains (including gains related to currency remeasurements of Indebtedness) of the Borrower and its Subsidiaries for such period, to the extent that such gains were taken into account in computing such Consolidated Net Income; minus

(7) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business,

in each case, all as determined for the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP; and provided that, notwithstanding anything to the contrary contained herein, the Consolidated EBITDA for any period of measurement thereof shall (x) include the appropriate financial items for any Person or business unit that has been acquired by the Borrower or any of its Subsidiaries for any portion of such period prior to the date of such acquisition, and (y) exclude the appropriate financial items for any Person or business unit that has been Disposed of by the Borrower or any of its Subsidiaries, for the portion of such period prior to the date of Disposition.

“Consolidated Funded Indebtedness” means, as of any date of determination, for the Borrower and its Subsidiaries on a consolidated basis, the sum of (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments, including obligations under the First Lien Credit Agreement (b) all purchase money Indebtedness, (c) all issued and undrawn letters of credit (including standby and commercial, and including Letters of Credit), bankers’ acceptances, bank guaranties, surety bonds and similar instruments, but excluding obligations arising under Performance Letters of Credit other than obligations in respect of drawings thereunder,

(d) Attributable Indebtedness in respect of capital leases, (e) without duplication, all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) through (d) above of Persons other than the Borrower or any Subsidiary, and (f) all Indebtedness of the types referred to in clauses (a) through (e) above of any partnership or joint venture (other than a joint venture that is itself a corporation, limited liability company or other comparable limited liability entity) in which the Borrower or a Subsidiary is a general partner or joint venturer, unless such Indebtedness is expressly made or as a matter of law is non-recourse to the Borrower or such Subsidiary; provided that Consolidated Funded Indebtedness shall not include (i) Non-Recourse Project Indebtedness (including capital leases that constitute Non-Recourse Project Indebtedness) and (ii) Indebtedness permitted by Sections 7.03(a), (l), (o), (p), (q), (r) and (s).

“Consolidated Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of such date to (b) Consolidated EBITDA for the period of the four fiscal quarters most recently ended on or prior to such date.

“Consolidated Net Income” means, for any period, for the Borrower and its Subsidiaries, the aggregate of the net income (loss) of the Borrower and its Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP and without any reduction in respect of preferred stock dividends; provided that:

(1) except as set forth in clause (7) below (but, in any event, without duplication with clause (7)), (A) all extraordinary gains and losses and (B) except, without duplication of amounts included in computing such Consolidated Net Income, for Dispositions of Excluded Assets described in clause (i) of the defined term “Excluded Assets” to the extent such Disposition is in the ordinary course of business, all gains and losses realized in connection with any Disposition made pursuant to Section 7.04 or Section 7.05(g) or the Disposition of securities and (C) the early extinguishment of Indebtedness, together with any related provision for taxes on any such gain, will be excluded;

(2) the net income (or loss) of any Person (other than any Subsidiary of the Borrower) in which the Borrower or any of its Subsidiaries has a joint or minority interest and of any Person that is an Unrestricted Subsidiary will be excluded, except to the extent of the amount of dividends or other distributions actually paid in cash to the Borrower or any of its Subsidiaries during such period;

(3) the net income (or loss) of any Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that net income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of such Subsidiary’s charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary or its equity holders;

(4) the cumulative effect of a change in accounting principles will be excluded;

(5) non-cash charges and expenses associated with equity-based compensation plans will be excluded;

(6) non-cash gains and losses attributable to movement in the mark-to-market valuation of First Lien Related Swap Contracts pursuant to Financial Accounting Standards Board Statement No. 133 will be excluded; and

(7) Foregone Margin will be included notwithstanding whether such Foregone Margin would be recognized in accordance with GAAP (it being understood and agreed that the Foregone Margin may be recognized and included in the Consolidated Net Income in a period prior to the period in which the related Disposition occurs and, in accordance with the calculation set for in the definition of the term “Foregone Margin”, over time).

For purposes of calculating Consolidated Net Income, (a) all direct sales transactions involving Solar Energy Systems and related assets will be accounted for at the time of sale pursuant to Staff Accounting Bulletin No. 104 and without giving effect to any reserves required under real estate accounting; (b) all sale and leaseback transactions involving Solar Energy Systems and related assets will be accounted for as sales transactions and without giving effect to any reserves required under real estate accounting, in the case of each of clauses (a) and (b), with the result that all deferred revenue and margin from such direct sales and sale and leaseback transactions will be recognized on the date of sale rather than over time; and (c) if any revenue and margin that was recognized on the date of sale rather than over time as a result of the application of clauses (a) or (b) above would not, if such clauses did not apply, be recognized in accordance with GAAP in the applicable future period in which such revenue and margin would otherwise be recognized in accordance with GAAP, then such revenue and margin will be deducted from Consolidated Net Income in such applicable future period.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Controlled Foreign Corporation” means “controlled foreign corporation” as defined in the Code.

“Controlled Person” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity 50% or less but more than 30% of the ownership interests of which is at the time beneficially owned, directly or indirectly through one or more intermediaries, by such Person, and the management of which is Controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Controlled Person” or to “Controlled Persons” shall refer to a Controlled Person or Controlled Persons of the Borrower.

“Convertible Bond Indebtedness” means Indebtedness having a feature which entitles the holder thereof to convert all or a portion of such Indebtedness into common stock of Borrower (or other securities or property following a merger event or other change of the common stock of

Borrower) and/or cash (in an amount determined by reference to the price of such common stock (or such other securities or property following a merger event or other change of the common stock of Borrower)).

“Convertible Senior Notes” means, collectively, the 2018 Convertible Senior Notes, the 2021 Convertible Senior Notes, the 2020 Convertible Senior Notes, the 2022 Convertible Senior Notes, the 2023 Convertible Senior Notes, the 2025 Convertible Senior Notes, the Apollo Permitted Seller Notes, or any of them.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate applicable to Base Rate Loans plus (iii) 2% per annum; provided, however, that with respect to any Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to (A) the Eurocurrency Rate plus (B) the Applicable Rate applicable to Eurocurrency Rate Loans plus (C) 2% per annum.

“Defaulting Lender” means any Lender that (a) has failed to (i) fund all or any portion of its Term Loans within two (2) Business Days of the date such Term Loans were required to be funded hereunder unless such Lender notifies Administrative Agent and Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (which conditions precedent, together with the applicable default, if any, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to Administrative Agent or any other Lender any other amount required to be paid by it hereunder within two (2) Business Days of the date when due, (b) has notified Borrower or Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a written public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Term Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with the applicable default, if any, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by Administrative Agent or Borrower, to confirm in writing to Administrative Agent and Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by Administrative Agent and Borrower), or (d) Administrative Agent has received notification that such Lender is, or has a direct or indirect parent company that is (i) insolvent, or is generally unable to pay its debts as they become due, or admits in writing its inability to pay its debts as they become due, or makes a general assignment for the benefit of its

creditors or (ii) the subject of a bankruptcy, insolvency, reorganization, liquidation or similar proceeding, or a receiver, trustee, conservator, intervenor or sequestrator or the like has been appointed for such Lender or its direct or indirect parent company, or such Lender or its direct or indirect parent company has taken any action in furtherance of or indicating its consent to or acquiescence in any such proceeding or appointment; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.

“Deposit Account” means a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union or like organization, other than an account evidenced by a negotiable certificate of deposit.

“Designated Debt-For-Equity Exchange” means an exchange or conversion of any Indebtedness of the Borrower or any of its Subsidiaries solely for or into common Equity Interests in the Borrower.

“Designated IPP Assets” means the Equity Interests held by Silver Ridge Power, LLC, a Delaware limited liability company, and the Equity Interests in, and the assets held by, each of the subsidiaries of Silver Ridge Power, LLC (other than the Equity Interests in, and assets held by, (i) AES Solaire France, SAS, an entity organized under the laws of France, and its subsidiaries, (ii) SRP Italia Holdings, an entity organized under the laws of The Netherlands, and its subsidiaries), (iii) Rogerione Investments Ltd., an entity organized under the laws of Cyprus, and its subsidiaries and (iv) AES Solar Hellas Energy SA, an entity organized under the laws of Greece and its subsidiaries.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith. For the avoidance of doubt, the issuance of Indebtedness or Equity Interests in the Borrower by the Borrower shall not constitute a Disposition.

“Disqualified Equity Interest” means any Equity Interest that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Equity Interest), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Equity Interest, in whole or in part, on or prior to the date that is ninety-one (91) days after the latest to occur of (i) the date on which the 2025 Convertible Senior Notes mature or, if earlier, the date on which no 2025 Convertible Senior Note is outstanding, (ii) the date on which the 2023 Convertible Senior Notes mature or, if earlier, the date on which

no 2023 Convertible Senior Note is outstanding, (iii) the date on which the 2022 Convertible Senior Notes mature or, if earlier, the date on which no 2022 Convertible Senior Note is outstanding, (iv) the date on which the 2020 Convertible Senior Notes mature or, if earlier, the date on which no 2020 Convertible Senior Note is outstanding, (v) the date on which the 2021 Convertible Senior Notes mature or, if earlier, the date on which no 2021 Convertible Senior Note is outstanding, (vi) the date on which the 2018 Convertible Senior Notes mature or, if earlier, the date on which no 2018 Convertible Senior Note is outstanding, (vii) the date on which the Apollo Permitted Seller Notes mature or, if earlier, the date on which no Apollo Permitted Seller Notes are outstanding, (viii) the date on which the Second Lien Convertible Notes mature, or, if earlier, the date on which no Second Lien Convertible Note is outstanding, and (vix) the Maturity Date. Notwithstanding the preceding sentence, any Equity Interest that would constitute a Disqualified Equity Interest solely because the holders of the Equity Interest have the right to require the Borrower to repurchase such Equity Interest upon the occurrence of a change of control or an asset sale will not constitute a Disqualified Equity Interest if the terms of such Equity Interest provide that the Borrower may not repurchase or redeem any such Equity Interest pursuant to such provisions unless such repurchase or redemption complies with Section 7.06 hereof. The amount of Disqualified Equity Interests deemed to be outstanding at any time for purposes of this Agreement will be the maximum amount that the Borrower and its Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Equity Interests, exclusive of accrued dividends.

“Disqualified Lender” means each financial institution set forth on Schedule 1.1(a); provided that neither Administrative Agent nor any Arranger shall have any responsibility for monitoring compliance with any provisions of this Agreement with respect to Disqualified Lenders.

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of any political subdivision of the United States.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 10.06(b)(iii), (v) and (vi) (subject to such consents, if any, as may be required under Section 10.06(b)(iii)) and each Warrant Holder (or any other assignee during the primary syndication of the Term Loans); provided, no Disqualified Lender shall be an Eligible Assignee.

“Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to or imposing liability or standards of conduct with respect to pollution, the protection of human health or the environment, or the release, emission, discharge, generation, use, storage, transportation or disposal of, or exposure to, pollutants, contaminants or hazardous or toxic materials, substances or wastes.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly

resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination; provided that none of the 2018 Convertible Senior Notes, the 2021 Convertible Senior Notes, the 2020 Convertible Senior Notes, the 2022 Convertible Senior Notes, the 2023 Convertible Senior Notes, the 2025 Convertible Senior Notes, the Apollo Permitted Seller Notes, the Second Lien Convertible Notes, any Specified Convertible Bond Exchange Refinancing, any Permitted Refinancing Convertible Bond Indebtedness or any Second Lien Convertible Refinancing Debt of the Borrower shall constitute an Equity Interest by virtue of being convertible into capital stock of the Borrower. For the avoidance of doubt, incentive distribution rights are Equity Interests.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor thereto, in each case together with the regulations thereunder.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under “common control” with the Borrower within the meaning of Section 414(b) or (c) of the Code (or Section 414(m) or (o) of the Code for purposes of provisions relating to Section 412 or 430 of the Code or Section 302 or 303 of ERISA).

“ERISA Event” means (a) a Reportable Event with respect to a Plan; (b) a withdrawal by the Borrower or any ERISA Affiliate from a Plan subject to Section 4063 of ERISA during a plan year in which it was a “substantial employer” (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a “complete withdrawal” or “partial withdrawal” (as such terms are defined in Part 1 of Subtitle E of Title IV of ERISA) by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in “reorganization” (as defined in Section 4241 of ERISA); (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate.

“Eurocurrency Rate” means, for any Interest Rate Determination Date with respect to an Interest Period for a Eurocurrency Rate Loan, the rate per annum obtained by dividing (i) (a) the rate per annum equal to the rate determined by Administrative Agent to be the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate for offered rate) which appears on the page of the Reuters Screen which displays such rate (such page currently being LIBOR01 page) for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or (b) in the event the rate referenced in the preceding clause (a) does not appear on such page or service or if such page or service shall cease to be available, the rate per annum equal to the rate determined by Administrative Agent to be the offered rate on such other page or other service which displays the rate referenced in the preceding clause (a) for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or (c) in the event the rates referenced in the preceding clauses (a) and (b) are not available, the rate per annum equal to the offered quotation rate to first class banks in the London interbank market by Deutsche Bank for deposits (for delivery on the first day of the relevant period) in Dollars of amounts in Same Day Funds comparable to the principal amount of the applicable Loan for which the Eurocurrency Rate is then being determined with maturities comparable to such period as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, by (ii) an amount equal to (a) one minus (b) the Applicable Reserve Requirement; provided, however, that notwithstanding the foregoing, the Eurocurrency Rate shall at no time be less than 1.00% per annum.

“Eurocurrency Rate Loan” means a Loan that bears interest at a rate based on the Eurocurrency Rate. Eurocurrency Rate Loans will be denominated in Dollars.

“Excluded Assets” means (i) Solar Energy Systems and products related thereto and components thereof (including any real property interests associated therewith), Equity Interests in Non-Recourse Subsidiaries, services or accounts receivable or sales of joint venture enterprises in each case related to Solar Energy Systems, (ii) damaged, worn-out or obsolete assets (including the abandonment or other Disposition of intellectual property that is, in the reasonable judgment of the Borrower, no longer economically practicable to maintain or useful in the conduct of the business of the Borrower and its Subsidiaries taken as a whole), (iii) inventory (including semiconductor wafers, modules, trackers, inverters and other products that the Borrower and its Subsidiaries manufacture and/or sell in the ordinary course of business), (iv) non-exclusive licenses and sublicenses and licenses and sublicenses with regional exclusivity by the Borrower or any of its Subsidiaries of software or intellectual property or other IP Rights, (v) a transfer of assets between or among the Borrower and its Subsidiaries, (vi) an issuance of Equity Interests by a Subsidiary of the Borrower to the Borrower or to a Subsidiary of the Borrower, (vii) any surrender or waiver of contract rights or settlement, release, recovery on or surrender of contract, tort or other claims in the ordinary course of business; (viii) the granting of Liens not prohibited by Section 7.01, (ix) [reserved], (x) [reserved], (xi) any assets permitted to be Disposed of by Section 7.02(n), Section 7.05(h)(iii) or Section 7.17, (xii) the contribution or deposit of Specified TERP Common Stock to or with the Seller Note SPV permitted by Section 7.02(u), (xiii) the contribution or other Dispositions permitted by Sections 7.05(j), (k), (l) and (n), (xiv) the Sherman Real Estate and (xv) Cash or Cash Equivalents.

“Excluded Subsidiary” means, as of any date, (a) any Immaterial Subsidiary and (b) any Non-Recourse Subsidiary.

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) Taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income Taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located, (b) any branch profits Taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which the Borrower is located, (c) any backup withholding Tax that is required by the Code to be withheld from amounts payable to a Lender that has failed to comply with clause (A) of Section 3.01(e)(ii), and (d) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 10.13), any United States withholding Tax that (i) is imposed on amounts payable to such Foreign Lender pursuant to the Laws in force at the time such Foreign Lender becomes a party hereto or designates a new Lending Office (including FATCA) or (ii) is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with clause (B) of Section 3.01(e)(ii), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 3.01(a)(ii) or (iii).

“Existing Margin Loan Agreement” has the meaning specified in the Recitals hereto.

“Existing Second Lien Credit Agreement” has the meaning specified in the Recitals hereto.

“Facility” means the Tranche A-1 Term Loans and the Tranche A-2 Term Loans, as the context may require.

“FATCA” means Sections 1471 through 1474 of the Code as of the date of this Agreement (or any amended or successor version that is substantially comparable and not materially more onerous to comply with) and any regulations or official interpretations thereof.

“Federal Funds Effective Rate” means for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided, (i) if such day is not a Business Day, the Federal Funds Effective Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (ii) if no such rate is so published on such next succeeding Business Day, the Federal Funds Effective Rate for such day shall be the average rate charged to Administrative Agent on such day on such transactions as determined by Administrative Agent.

“Fee Letters” means (i) that certain Amended and Restated Agent Fee Letter dated as of January 8, 2016 among Deutsche Bank, Deutsche Bank Securities Inc. and the Borrower and (ii) that certain Arrangers Fee Letter dated as of January 11, 2016 among the Arrangers and the Borrower, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“First Lien Agent” means the “Administrative Agent” as defined in the First Lien Credit Agreement.

“First Lien Aggregate Commitments” means those certain “Aggregate Commitments” as defined in the First Lien Credit Agreement.

“First Lien Credit Agreement” means that that certain Credit Agreement dated as of February 28, 2014, by and among the Borrower, Wells Fargo Bank, National Association, as administrative agent, the various lenders party thereto from time to time, as amended through and including that certain Amendment No. 9 to Credit Agreement, dated as of the date hereof, and as it may be further amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the terms of this Agreement and the Intercreditor Agreement. The term “First Lien Credit Agreement” shall include any loan or credit agreement, indenture, note purchase agreement or other debt document governing or evidencing any First Lien Refinancing Debt.

“First Lien Credit Documents” means the “Loan Documents” as defined in the First Lien Credit Agreement as in effect on the date hereof and as further amended in accordance with the terms of this Agreement and the Intercreditor Agreement. The term “First Lien Credit Documents” shall include the “Loan Documents” (or similar term or terms) relating to any First Lien Refinancing Debt.

“First Lien Lender” means a “Lender” as defined in the First Lien Credit Agreement.

“First Lien L/C-BA Obligations” means “L/C-BA Obligations” as defined in the First Lien Credit Agreement.

“First Lien Loan” means a “Loan” as defined in the First Lien Credit Agreement.

“First Lien Loan Obligations” means the “Obligations” as defined in the First Lien Credit Agreement.

“First Lien Outstanding Amount” means the “Outstanding Amount” as defined in the First Lien Credit Agreement.

“First Lien Related Swap Contract” the “Related Swap Contract” as defined in the First Lien Credit Agreement.

“First Lien Related Treasury Management Arrangements” the “Related Treasury Management Arrangements” as defined in the First Lien Credit Agreement.

“First-Tier Foreign Subsidiary” means a Foreign Subsidiary whose Equity Interests are owned directly, in whole or in part, by the Borrower or a Domestic Subsidiary.

“First Wind Holdings” means SunEdison Utility Holdings, Inc., a Delaware corporation.

“Foregone Margin” means the net income (or loss) in connection with the Disposition or planned Disposition of any Solar Energy System (or any Person owning such Solar Energy System) by the Borrower or any of its Subsidiaries to YieldCo, YieldCo Intermediate, YieldCo II, YieldCo II Intermediate, a Warehouse Entity or any of their respective subsidiaries, calculated by (a) multiplying (i) the difference between (x) total revenue (as confirmed by an independent appraisal or third party certification) earned or projected to be earned by Borrower and its Subsidiaries from such Disposition and (y) total projected costs of Borrower and its Subsidiaries to construct such Solar Energy System (as determined by Borrower in good faith) by (ii) the estimated percentage of completion of such Solar Energy System at the time of calculation, and (b) subtracting from such product any Foregone Margin attributable to such Solar Energy System previously included in Consolidated EBITDA. For the avoidance of doubt, Foregone Margin is a non-GAAP calculation.

“Foreign IP Rights” means patents, trademarks, copyrights or other intellectual property of any Loan Party that is created, registered or applied-for in any jurisdiction other than the U.S.

“Foreign Lender” means any Lender that is organized under the Laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. For purposes of this definition, the United States and each political subdivision thereof shall be deemed to constitute a single jurisdiction.

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fronting Arranger” means any Initial Lender that is an Arranger or an Affiliate of an Arranger.

“Fronting Compensation Fee Account” has the meaning specified in Section 2.09(b).

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are in effect on the date of this Agreement, consistently applied.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Governmental Authorization” means any permit, license, authorization, plan, directive, consent order or consent decree of or from any Governmental Authority.

“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Guarantors” means, collectively, each Person who is or becomes a party to the Guaranty (including by execution of a Guaranty Joinder Agreement pursuant to Section 6.13 or otherwise) as a guarantor.

“Guaranty” means the Guaranty Agreement, substantially in the form of Exhibit G, and including each Guaranty Joinder Agreement entered into in connection therewith, whether pursuant to Section 6.13 or otherwise.

“Guaranty Joinder Agreement” means a joinder to the Guaranty Agreement, in form and substance satisfactory to the Administrative Agent.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic materials, substances, wastes or other pollutants or contaminants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Hurricane Acquisition” means the acquisition by the Buyers (as defined in the Hurricane Acquisition Agreement) of the assets and properties of the Sellers described in the Hurricane Acquisition Agreement pursuant to and in accordance with the Hurricane Acquisition Agreement.

“Hurricane Acquisition Agreement” means that certain Purchase and Sale Agreement by and among SunEdison, Inc., a Delaware corporation, TerraForm Power, LLC, a Delaware limited liability company, TerraForm Power, Inc., a Delaware corporation, First Wind Holdings, LLC, First Wind Capital, LLC, a Delaware limited liability company and wholly owned subsidiary of First Wind Holdings, LLC, Blocker Parent (as defined therein), the Company Members set forth on Schedule 1.01(a) thereto, and the Sellers’ Representative (as defined therein), dated as of and as in effect on November 17, 2014.

“Immaterial Subsidiary” means, as of any date, any Subsidiary (i) whose total assets, together with the assets of all other Subsidiaries that are Immaterial Subsidiaries, as of that date, are less than $75,000,000, and (ii) whose total revenues, together with the revenues of all other Subsidiaries that are Immaterial Subsidiaries, for the most recently ended 12-month period, are less than $75,000,000.

“Incremental Termination Date” has the meaning specified in Section 2.14(a).

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments, including Indebtedness under the Convertible Senior Notes;

(b) all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;

(d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable and other similar accrued expenses in the ordinary course of business);

(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment (in each case other than through the issuance of Equity Interests (other than Specified Disqualified Equity Interests)) in respect of any Equity Interest in such Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and

For all purposes hereof, the Indebtedness of any Person shall (i) include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation, limited liability company or other similar entity in which the liability of owners of Equity Interests is limited to their Equity Interest in such entity) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person and (ii) exclude Permitted Equity Commitments, Permitted Project Undertakings, Permitted Deferred Acquisition Obligations, Solar Project Contractual Obligations and the Permitted Mandatory Convertible Preferred. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any capital lease as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date. For the avoidance of doubt, the Borrower’s obligations under any 2018 Convertible Notes Call Transaction, any 2021 Convertible Notes Call Transaction, any 2020 Convertible Notes Call Transaction, any 2022 Convertible Notes Call Transaction, any 2023 Convertible Notes Call Transaction, any 2025 Convertible Notes Call Transaction and any Permitted Refinancing Call Transaction shall not constitute Indebtedness.

“Initial Lender” means any Lender with a Commitment that made Loans as of the Closing Date to the Borrower pursuant to Section 2.01.

“Initial Purchasers” means the several initial purchasers named in that certain Purchase Agreement, dated as of December 12, 2013, relating to the sale of the 2018 Convertible Senior Notes and the 2021 Convertible Senior Notes, the several initial purchasers named in that certain Purchase Agreement, dated as of June 4, 2014, relating to the sale of the 2020 Convertible Senior

Notes, the several initial purchasers named in that certain Purchase Agreement, dated as of January 20, 2015, relating to the sale of the 2022 Convertible Senior Notes, the several initial purchasers named in that certain Purchase Agreement, dated on or about May 7, 2015, relating to the sale of the 2023 Convertible Senior Notes and the sale of the 2025 Convertible Senior Notes.

“Intercompany Note” means a promissory note substantially in the form of Exhibit H evidencing Indebtedness owed among Loan Parties and their Subsidiaries.

“Intercreditor Agreement” means that certain Intercreditor Agreement, dated as of the Closing Date by and among the First Lien Agent and the Collateral Trustee, as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof.

“Interest Payment Date” means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date; provided, however, that if any Interest Period for a Eurocurrency Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan, the last Business Day of each March, June, September and December and the Maturity Date.

“Interest Period” means, in connection with a Eurocurrency Rate Loan, an interest period of one, two, three or six-months (or, in the sole discretion of the Administrative Agent, any period of less than a month), as selected by Borrower in the applicable Loan Notice, (i) initially, commencing on the date of a Committed Borrowing or a conversion or continuation thereof, as the case may be; and (ii) thereafter, commencing on the day on which the immediately preceding Interest Period expires; provided, (a) if an Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day unless no further Business Day occurs in such month, in which case such Interest Period shall expire on the immediately preceding Business Day; (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clause (c) of this definition, end on the last Business Day of a calendar month; and (c) no Interest Period with respect to any portion of the Loans shall extend beyond the Maturity Date.

“Interest Rate Determination Date” means, with respect to any Interest Period, the date that is two (2) Business Days prior to the first day of such Interest Period.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of capital stock or other securities of another Person, (b) a loan, advance or capital contribution to, guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor guarantees Indebtedness of such other Person, or (c) the purchase or other acquisition (in one transaction or a series of related transactions) of assets of another Person that constitute a business unit. For purposes of covenant compliance (other than for purposes of determining the Net Joint Venture Investment Amount), the amount of any Investment shall be the amount actually invested, without adjustment for

subsequent increases or decreases in the value of such Investment, but deducting therefrom (A) the amount of any repayments or distributions received on account of such Investment by, or the return on or of capital with respect to, such Investment to, the Person making such Investment, and (B) the profit component of any payments received by the Borrower, directly or indirectly, pursuant to a Contractual Obligation entered into in connection with such Investment; provided that (i) “profit component” shall mean Cash in excess of the cost of property sold, licensed, contributed or otherwise transferred, as applicable, by the Borrower, directly or indirectly, pursuant to a Contractual Obligation in connection with such Investment (with non-exclusive licenses with regional exclusivity of IP Rights being deemed to have no cost for purposes of such calculation) and (ii) such profit component shall only be deducted when actually received in Cash by a Loan Party. Neither (i) any Permitted Project Undertakings or any payment pursuant to and in accordance with the terms of Solar Project Contractual Obligations made by the Borrower or a Subsidiary that is in each case party to such Solar Project Contractual Obligation pursuant to which such Person owns, operates, develops or constructs one or more Solar Energy Systems nor (ii) any loan, advance, deposit, or capital contribution of common stock of the Borrower shall be deemed to constitute an Investment.

“Laws” means, collectively, all applicable international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“Lenders” means (a) the Initial Lenders (other than any such Person that has ceased to be a party hereto by assignment of all of its Loans) and (b) any Person that has purchased or otherwise holds Loans hereunder pursuant to an Assignment and Assumption or any Increase Joinder (other than any such Person that has ceased to be a party hereto by assignment of all of its Loans).

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.

“Letters of Credit” has the meaning specified in the First Lien Credit Agreement.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

“Liquid Investments” means (a) cash and Cash Equivalents on the balance sheet of the Borrower and its Subsidiaries, and (b) freely-tradable short-term and long-term Investments of the Borrower and its Subsidiaries which are redeemable for cash by the holder thereof in not more than three (3) Business Days, but excluding any Investments in equity securities of any Person or in any fund or investment vehicle that invests in equity securities of any Person.

“Liquidity Amount” means, as of any date of measurement thereof, (A) the aggregate amount (measured at the market value thereof on such date in Dollars, using the applicable Spot Rate on such date with respect to any amounts valued in a currency other than Dollars) of all Liquid Investments on such date, but excluding therefrom any Liquid Investment that is (i) restricted from payment to the Administrative Agent or any Person in satisfaction of the Obligations in any manner, or (ii) otherwise not readily available to the Borrower in cash (including any amounts held by a Subsidiary which may not be dividended, loaned or otherwise distributed to the Loan Parties (directly or indirectly) without a prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of such Subsidiary’s charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary or its equity holders) plus (B) the amount by which the First Lien Aggregate Commitments not in excess of $400,000,000 exceed the First Lien Outstanding Amount of the First Lien Loans and First Lien L/C-BA Obligations on such date (it being understood and agreed that any Liquid Investments that is included in the Liquidity Amount pursuant to and in accordance with the foregoing terms of this definition will not be excluded therefrom solely because it is earmarked as “Cash for Construction Projects” on the books and records of the Borrower).

“Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of a Term Loan.

“Loan Documents” means this Agreement, each Note, the Guaranty (including each Guaranty Joinder Agreement), the Security Documents, the Perfection Certificate, the Fee Letters, and all other instruments and documents heretofore or hereafter executed or delivered to or in favor of any Agent or any Lender in connection with the Loans made and transactions contemplated by this Agreement.

“Loan Notice” means a notice of (a) a Committed Borrowing, (b) a conversion of Term Loans from one Type to the other, or (c) a continuation of Eurocurrency Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A.

“Loan Parties” means, collectively, the Borrower, each Guarantor and each Person that grants a Lien on Collateral pursuant to any Security Document.

“Loan Party Service Providers” means NVT Licenses, LLC, a Delaware limited liability company, Team-Solar, Inc., a California corporation, SunEdison Contracting LLC, a Delaware limited liability company, and NVT LLC, a Delaware limited liability company.

“Margin Stock” has the meaning given to such term in Regulation U issued by the FRB.

“Material Adverse Effect” means any or all of the following: (i) a material adverse change in, or a material adverse effect upon, the business, operations, properties, assets, liabilities or financial condition of, when used with reference to the Borrower and/or any of its Subsidiaries, the Borrower and its Subsidiaries, taken as a whole, or when used with reference to any other Person, such Person and its Subsidiaries, taken as a whole, as the case may be; (ii) any material adverse effect on the ability of the Borrower or any other Loan Party to perform its obligations under the Loan Documents to which it is a party; (iii) any material adverse effect on the ability of the Borrower and its Subsidiaries, taken as a whole, to pay their liabilities and obligations as they mature or become due; (iv) any material adverse effect on the legality, validity, effectiveness or enforceability, as against any Loan Party, of any of the Loan Documents to which it is a party or (v) any material adverse effect on the rights, remedies and benefits available to, or conferred upon, the Administrative Agent and any Lender or any Secured Party under any Loan Document.

“Material Subsidiary” means, as of any date, any Subsidiary that is not an Immaterial Subsidiary. For the avoidance of doubt, all Loan Parties are Material Subsidiaries.

“Maturity Date” means July 2, 2018; provided that if such date is not a Business Day, the Maturity Date shall be the immediately preceding Business Day.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Mortgage” means any mortgage, charge, hypothec, deed of trust, deed to secure debt or other agreement which conveys or evidences a Lien in favor of the Collateral Trustee, for the benefit of the Secured Parties, on real property (or any interest in real property) of a Loan Party, including any amendment, modification, restatement, replacement and/or supplement thereto or thereof.

“Mortgaged Properties” means any real property in which a Mortgage is granted pursuant to any Security Document.

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding six plan years, has made or been obligated to make contributions.

“Net Asset Sale Proceeds” means, with respect to any Asset Sale, an amount equal to: (i) Cash payments (including any Cash received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) received by the Borrower or any of its Subsidiaries from such Asset Sale, minus (ii) any bona fide direct costs incurred in connection with such Asset Sale, including (a) income or gains taxes payable by the seller as a result of any gain recognized in connection with such Asset Sale, (b) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Indebtedness (other than the Obligations and the First Lien Loan Obligations) that is secured by a Lien on the stock or assets in question and that is required to be repaid under the terms thereof

as a result of such Asset Sale and (c) a reasonable reserve for any indemnification payments (fixed or contingent) attributable to seller’s indemnities and representations and warranties to purchaser in respect of such Asset Sale undertaken by Borrower or any of its Subsidiaries in connection with such Asset Sale; provided that upon release of any such reserve, the amount released shall be considered Net Asset Sale Proceeds.

“Net Insurance/Condemnation Proceeds” means an amount equal to: (i) any Cash payments or proceeds received by the Borrower or any of its Subsidiaries (a) under any casualty insurance policy in respect of a covered loss thereunder or (b) as a result of the taking of any assets of the Borrower or any of its Subsidiaries by any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking, minus (ii) (a) any actual and reasonable costs incurred by the Borrower or any of its Subsidiaries in connection with the adjustment or settlement of any claims of the Borrower or such Subsidiary in respect thereof, (b) any bona fide direct costs incurred in connection with such covered loss or taking, including income taxes payable as a result of any gain recognized in connection therewith, and (c) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Indebtedness (other than the Obligations and the First Lien Loan Obligations) that is secured by a Lien on the stock or assets in question and that is required to be repaid under the terms thereof as a result of such covered loss or taking.

“Non-Defaulting Lender” means, at any time, each Lender that is not at such time a Defaulting Lender.

“Non-Recourse Project Indebtedness” means (A) Indebtedness of a Non-Recourse Subsidiary owed to a Person that is not an Affiliate with respect to which the creditor has no recourse (including by virtue of a Lien, Guarantee or otherwise) to the Borrower or any other Loan Party other than recourse (i) to any Equity Interest in such Non-Recourse Subsidiary owned by a Loan Party, (ii) by virtue of rights of such Non-Recourse Subsidiary under a Solar Project Contractual Obligation assigned to such creditor, which rights may be exercised pursuant to such Solar Project Contractual Obligation against the Borrower or any other Loan Party that is in each case party to such Solar Project Contractual Obligation as the owner, operator, developer or construction company of the applicable Solar Energy Systems, (iii) pursuant to Permitted Project Undertakings or Permitted Equity Commitments or (iv) pursuant to Specified Surety Bonds, and (B) Indebtedness of SMP owed to an unrelated Person with respect to which the creditor has no recourse (including by virtue of a Lien, Guarantee or otherwise) to the Borrower or any other Loan Party other than recourse to any Equity Interest in such Non-Recourse Subsidiary owned by a Loan Party. Notwithstanding anything herein to the contrary, “Non-Recourse Project Indebtedness” shall not include any Indebtedness incurred, or the proceeds of which are used, to prepay, redeem, purchase, convert, exchange, defease, acquire or otherwise satisfy any Convertible Senior Notes or Permitted Refinancing Convertible Bond Indebtedness.

(a) any Subsidiary of the Borrower that (i) (w) is SMP, (x) is the owner and/or operator of one or more Solar Energy Systems, (y) is the lessee or borrower in respect of Non-Recourse Project Indebtedness financing one or more Solar Energy Systems, and/or (z) develops or constructs one or more Solar Energy Systems, (ii) has no Subsidiaries and owns no material assets other than those assets necessary for the development or operation of such Solar Energy Systems for which it was formed or, in the case of SMP, owns assets necessary for SMP to engage in the business SMP was formed to engage and (iii) has no Indebtedness other than intercompany Indebtedness to the extent permitted hereunder and Non-Recourse Project Indebtedness, and

(b) any Subsidiary that (i) is the direct or indirect owner of all of the Equity Interests in one or more Persons, each of which meets the qualifications set forth in clause (a) above, (ii) has no Subsidiaries other than Subsidiaries each of which meets the qualifications set forth in clause (a) or clause (b)(i) above, (iii) owns no material assets other than those assets necessary for the development or operation of the Solar Energy Systems or, in the case of SMP, owns assets necessary for SMP to engage in the business SMP was formed to engage for which it or its Subsidiaries was formed and (iv) has no Indebtedness other than intercompany Indebtedness to the extent permitted hereunder and Non-Recourse Project Indebtedness.

Each Subsidiary that is a Non-Recourse Subsidiary as of September 30, 2015 is listed on Schedule 1.01(d).

It is understood and agreed that, notwithstanding anything to the contrary, no Subsidiary that is a Loan Party shall be deemed to be a Non-Recourse Subsidiary and no such Subsidiary may be designated or characterized as a Non-Recourse Subsidiary.

“Notice of Default” means any written notice delivered by the Administrative Agent or the Required Lenders of a failure by the Borrower or any other Loan Party to perform or observe any applicable term, covenant or agreement under this Agreement or any other Loan Document, which such notice shall be identified as a “notice of default” and shall reference the clause of Section 8.01 to which it relates.

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

“Organization Documents” means (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents

with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Applicable Indebtedness” has the meaning specified in Section 2.05(h).

“Other Pari Passu Lien Debt” has the meaning ascribed to such term in clause (3) of the definition of “Pari Passu Lien Debt” in the Collateral Trust Agreement.

“Other Pari Passu Lien Debt Documents” means any indenture, notes, credit agreement or other agreement or instrument pursuant to which any Other Pari Passu Lien Debt is incurred and each other instrument or agreement executed in connection with Other Pari Passu Lien Debt.

“Other Taxes” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

“Outstanding Amount” means with respect to Term Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Loans occurring on such date.

“Pasadena Real Estate” means the real property located at 3000 N. South Street, Pasadena, Texas.

“PBGC” means the Pension Benefit Guaranty Corporation as defined in Subtitle A of Title IV of ERISA.

“Perfection Certificate” means a certificate in the form of Exhibit I or any other form reasonably approved by the Administrative Agent and the Borrower, as the same shall be supplemented from time to time.

“Performance Guaranties” means (a) Performance Letters of Credit that do not constitute Letters of Credit and (b) Specified Surety Bonds.

“Performance Letters of Credit” means any direct obligations arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds

and similar instruments that, in any such case, secure the performance of bids, trade contracts, solar incentive reservations, utility queue interconnection positions and leases (in each case not constituting Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business.

“Permitted Deferred Acquisition Obligation” means an obligation of the Borrower or any of its Subsidiaries to pay the purchase price for the acquisition of a Person or assets over time or upon the satisfaction of certain conditions; provided that, with respect to each such acquisition to which Section 7.02(g)(v) applies, at the time the Borrower or such Subsidiary undertakes such obligations (i) the Borrower and its Subsidiaries shall be in pro forma compliance with the covenant set forth in Section 7.11(a) (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b)) and (ii) the Liquidity Amount shall be greater than or equal to the minimum Liquidity Amount required by Section 7.11(b) (determined on the basis of the Liquidity Amount as of the date of measurement).

“Permitted Equity Commitments” means obligations of the Borrower or any of its Subsidiaries to make any payment in respect of any Equity Interest in any Non-Recourse Subsidiary (and any Guarantee by the Borrower or any of its Subsidiaries of such obligations) in connection with a Solar Energy System owned, operated, developed, constructed or financed by such Non-Recourse Subsidiary as long as each such payment in respect of such Equity Interest constitutes an Investment expressly permitted by Section 7.02.

“Permitted Mandatory Convertible Preferred” means up to $600,000,000 of mandatory convertible preferred stock issued by the Borrower which (i) by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable) is convertible into or exchangeable for the common Equity Interest in the Borrower and no other Equity Interest, (ii) matures, or upon the happening of any event is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of such Equity Interest, in whole or in part, not earlier than a date that is 180 days after the Maturity Date (in each case excluding redemptions in the form of conversions into, or exchanges for, common Equity Interests in the Borrower (and related payments of Cash in lieu of fractional shares)) and (iii) has such other terms as are reasonably satisfactory to the Administrative Agent.

“Permitted Project Undertakings” means Guarantees by the Borrower or any of its Subsidiaries of Solar Project Contractual Obligations.

“Permitted Real Estate Lien” means, in the case of the Pasadena Real Estate and the Sherman Real Estate, Liens described in clauses (a), (d), (g), (i) and (j) of Section 7.01.

“Permitted Refinancing Call Transaction” means one or more call or capped call option transactions (or substantively equivalent derivative transactions) on the Borrower’s common stock purchased by Borrower in connection with an issuance of Permitted Refinancing Convertible Bond Indebtedness (each, a “Permitted Refinancing Hedge Transaction”) and, if applicable, one or more call option or warrant transactions (or substantively equivalent derivative transactions) on the Borrower’s common stock sold by Borrower substantially concurrently with any such purchase (each, a “Permitted Refinancing Warrant Transaction”); provided that the

purchase price for the Permitted Refinancing Hedge Transactions plus any net amounts received upon termination of any 2018 Convertible Notes Call Transaction, any 2021 Convertible Notes Call Transaction, any 2020 Convertible Notes Call Transaction, any 2022 Convertible Notes Call Transaction, any 2023 Convertible Notes Call Transaction and any 2025 Convertible Notes Call Transaction related to the convertible notes being refinanced, less the proceeds from the sale of the Permitted Refinancing Warrant Transactions does not exceed the net proceeds received by the Borrower from such Permitted Refinancing Convertible Bond Indebtedness (after proceeds from such Permitted Refinancing Convertible Bond Indebtedness are used to repay the Indebtedness being refinanced and all transactional expenses (other than such purchase price) in connection therewith).

“Permitted Refinancing Convertible Bond Indebtedness” means any Refinancing Convertible Bond Indebtedness to the extent permitted under Section 7.03(l).

“Permitted Refinancing Hedge Transaction” has the meaning specified in the definition of the term “Permitted Refinancing Call Transaction”.

“Permitted Refinancing Warrant Transaction” has the meaning specified in the definition of the term “Permitted Refinancing Call Transaction”.

“Permitted Seller Notes” means the senior secured exchangeable notes issued by the Seller Note SPV to the Sellers in an aggregate principal amount of up to $600,000,000 which (i) are secured by the Specified TERP Common Stock permitted to be contributed or deposited with the Seller Note SPV pursuant to Section 7.02(u) and not by the Collateral (ii) are convertible into or exchangeable for Class A TERP Common Stock and no other Equity Interest (other than in connection with a change of control or similar event involving YieldCo in which the securities for which such notes become exchangeable for the securities of another issuer under the indenture governing such notes), (iii) are Guaranteed solely by the Borrower on an unsecured basis and not by any other Loan Party or a Subsidiary of a Loan Party, (iv) have a scheduled maturity date not earlier than a date that is one hundred eighty (180) days after the Maturity Date, (v) have no scheduled amortization or required prepayments (other than in connection with a change of control or similar event of Borrower or YieldCo in which holders of the notes may require that the Seller Note SPV purchase such notes under the indenture governing such notes) and (vi) have such other material terms that are in substantially the form set forth in the indenture attached to the Hurricane Acquisition Agreement provided to the Administrative Agent.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA), other than a Multiemployer Plan, that (a) the Borrower or any ERISA Affiliate maintains, sponsors, contributes to, has an obligation to contribute to or has made contributions to at any time during the immediately preceding six years and (b) is subject to Section 412 or 430 of the Code or Section 302 or 303 of ERISA or Title IV of ERISA.

“Pledge and Security Agreement” means the Second Lien Pledge and Security Agreement, substantially in the form of Exhibit F, and including each Pledge and Security Agreement Joinder entered into in connection therewith, whether pursuant to Section 6.13 or otherwise.

“Pledge and Security Agreement Joinder” means a joinder to the Pledge and Security Agreement, in form and substance reasonably satisfactory to the Administrative Agent.

“Prime Rate” means the rate of interest in effect for such day as publicly announced from time to time by Deutsche Bank as its “prime rate”. The “prime rate” is a rate set by Deutsche Bank based upon various factors including Deutsche Bank’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Deutsche Bank shall take effect at the opening of business on the day specified in the public announcement of such change.

“Refinancing Convertible Bond Indebtedness” has the meaning specified in Section 7.03(l).

“Related Credit Arrangements” means, collectively, First Lien Related Swap Contracts and First Lien Related Treasury Management Arrangements.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, shareholders, members, employees, agents, sub-agents, trustees, controlling persons and advisors of such Person and of such Person’s Affiliates.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.

“Request for Credit Extension” means, with respect to a borrowing, conversion or continuation of Term Loans, a Loan Notice.

“Required Lenders” means, as of any date of determination, Lenders having more than 50% of the Term Loan Exposure; provided that the Term Loan Exposure of any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or controller of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of the Borrower or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to the Borrower’s stockholders, partners or members (or the equivalent Person thereof).

“Restricted Subsidiary” means any subsidiary of the Borrower other than an Unrestricted Subsidiary.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and any successor thereto.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Second Lien Convertible Notes” means the 5.00% guaranteed convertible senior secured notes due 2018 in an initial aggregate principal amount of $225,000,000 issued by the Borrower on the Closing Date.

“Second Lien Convertible Notes Indenture” means the Indenture, substantially in the form attached as Exhibit O, with such changes as are reasonably satisfactory to the Administrative Agent, by and between the Borrower and Wilmington Trust, National Association, as Trustee, governing and pursuant to which the Second Lien Convertible Notes are issued.

“Second Lien Convertible Refinanced Debt” has the meaning specified in Section 7.03(a).

“Second Lien Convertible Refinancing Debt” has the meaning specified in Section 7.03(a).

“Second Lien Documents” means the Loan Documents, the Second Lien Note Documents and the Other Pari Passu Lien Debt Documents.

“Second Lien Note Documents” means the Second Lien Convertible Notes Indenture and each other instrument or agreement executed in connection with the Second Lien Convertible Notes and any instrument or agreement executed in connection with any Second Lien Convertible Refinancing Debt.

“Second Lien Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Second Lien Documents or otherwise with respect to any loan or security related thereto, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

“Second Priority” means, with respect to any Lien purported to be created in any Collateral pursuant to any Security Document, that such Lien is the only Lien to which such Collateral is subject, other than any Lien securing the First Lien Loan Obligations (under and as defined within the Intercreditor Agreement) and any Lien permitted under Section 7.01.

“Secured Parties” has the meaning specified in the Pledge and Security Agreement.

“Security Documents” means, collectively, the Pledge and Security Agreement, the Mortgages, the Intercreditor Agreement, the Collateral Trust Agreement, the Blocked Account Agreement, any other intercreditor agreement entered into by the Administrative Agent or Collateral Trustee, as applicable, under and in accordance with this Agreement, and all other agreements (including control agreements), instruments and other documents, whether now existing or hereafter in effect, pursuant to which the Borrower, any Subsidiary or other Person shall grant or convey to the Administrative Agent (in the case of the Fronting Fee Compensation Account) or Collateral Trustee, as applicable, a Lien in (or perfect such Lien in), or any other Person shall acknowledge any such Lien in, property as security for all or any portion of the Second Lien Obligations.

“Seller Note SPV” means the special purpose entity to be formed in connection with the issuance of the Permitted Seller Notes all of the Equity Interests in which are owned by a wholly-owned Subsidiary of the Borrower (the “Intermediate Holdings”).

“Sherman Real Estate” means the real property located at 6416 South Highway 75, Sherman, TX 75091 (which is noted as 6800 South U.S. Highway 75 on the survey, designated as Job 11072, dated May 26, 2011 and last revised on June 9, 2011, by Ringley & Associates, Inc.).

“SMP” means SMP Ltd. a company organized and existing under the law of Korea created pursuant to and governed by that certain Joint Venture Agreement, dated as of February 10, 2011 (as amended by that certain Joinder and Amendment Agreement, dated on or about May 28, 2014), by and among SunEdison Products Singapore Pte. Ltd. (formerly known as MEMC Singapore Pte. Ltd.), a company organized and existing under the laws of Singapore, Samsung Fine Chemicals Co., Ltd., a company organized and existing under the law of Korea, and SunEdison Semiconductor B.V., a private limited liability company incorporated under the law of the Netherlands.

“Solar Energy System” means a solar, wind, biomass, natural gas, hydroelectric, geothermal or other clean energy generating installation or a hybrid energy generating installation that utilizes a combination of solar, wind, biomass, natural gas, hydroelectric, geothermal or other clean fuel and an alternative fuel source, in each case whether commercial or residential in nature.

“Solar Project Contractual Obligation” means, as to the Borrower or any Subsidiary, any Contractual Obligation of such Person under power purchase agreements, renewable energy credit purchase contracts, tax indemnities, operation and maintenance agreements, development contracts, construction contracts, management services contracts, warranties, and other similar ordinary course contracts entered into in connection with such Person owning, operating, developing or constructing (but not financing) one or more Solar Energy Systems.

“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Specified Convertible Bond Exchange Refinancing” means any Indebtedness that refinances any Convertible Senior Notes (other than the Apollo Permitted Seller Notes), which refinancing is effected by a cashless (other than with respect to closing fees and expenses) exchange of such Convertible Senior Notes being refinanced for such refinancing Indebtedness so long as (i) no such refinancing Indebtedness shall be incurred or guaranteed by any Subsidiary of the Borrower (including, for the avoidance of doubt, any Unrestricted Subsidiary), (ii) such refinancing Indebtedness does not amortize, (iii) the maturity of such refinancing Indebtedness shall be no earlier than the maturity of the Obligations as of the Closing Date, (iv) the other material terms (taken as a whole) of any such refinancing Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Obligations, (v) the interest rate applicable to any such refinancing Indebtedness does not exceed the then applicable market interest rate and (vi) the aggregate outstanding principal amount of all such refinancing Indebtedness does not exceed $600,000,000 at any time.

“Specified Disqualified Equity Interest” means any Equity Interest that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Equity Interest), or upon the happening of any event,

matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Equity Interest, in whole or in part, on or prior to the date that is 91 days after the Maturity Date (in each case excluding maturities, redemptions, settlements or conversions into, or exchanges for, common Equity Interests in the Borrower). Notwithstanding the preceding sentence, any Equity Interest that would constitute a Specified Disqualified Equity Interest solely because the holders of the Equity Interest have the right to require the Borrower to repurchase such Equity Interest upon the occurrence of a change of control or an asset sale will not constitute a Specified Disqualified Equity Interest if the terms of such Equity Interest provide that the Borrower may not repurchase or redeem any such Equity Interest pursuant to such provisions unless such repurchase or redemption complies with Section 7.06 hereof. The amount of Specified Disqualified Equity Interests deemed to be outstanding at any time for purposes of this Agreement will be the maximum amount that the Borrower and its Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Specified Disqualified Equity Interests, exclusive of accrued dividends.

“Specified Indebtedness” means any unsecured Indebtedness that is expressly subordinated to the prior payment in full in cash of the Obligations on customary subordination terms (including without limitation, any such Indebtedness that is convertible into or exchangeable for Equity Interests (other than any Disqualified Equity Interest)) of the Borrower, so long as (i) no such Indebtedness shall be guaranteed by any Subsidiary of a Loan Party other than such Subsidiaries that are Guarantors of the Obligations, (ii) such Indebtedness shall have a maturity date not earlier than a date that is one hundred eighty (180) days after the Maturity Date, (iii) such Indebtedness shall be subject to financial and other covenants, if any, that are no more restrictive than the covenants contained in this Agreement and (iv) the terms and conditions of such Indebtedness are otherwise reasonably satisfactory to the Administrative Agent.

“Specified Stock Certificates” and “Specified Stock Certificate” have the meanings specified in Section 6.14(d).

“Specified Surety Bonds” means surety bonds issued for the account of the Borrower or one or more of its Subsidiaries, including, without limitation, one or more Non-Recourse Subsidiaries; provided that the aggregate amount at any time outstanding of all such surety bonds described above, when added to all other Performance Guaranties, does not exceed the Performance Guaranty Limit. The amount of any Specified Surety Bond shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Specified Surety Bond is made or, if not stated or determinable, the maximum reasonable anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.

“Specified TERP Common Stock” means the Class A TERP Common Stock, B common stock of TerraForm Power, Inc., a Delaware corporation and the Class B units of TerraForm Power, LLC, a Delaware limited liability company.

“Spot Rate” for a currency means the rate determined by the Administrative Agent as the spot rate for the purchase of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to

the date as of which the foreign exchange computation is made; provided that the Administrative Agent may obtain such spot rate from another financial institution designated by the Administrative Agent if it does not have as of the date of determination a spot buying rate for any such currency.

“SSL TopCo” means SunEdison Semiconductor Pte. Ltd., a private limited company organized under the law of the Republic of Singapore.

“subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned or otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person.

“Subsidiary” means, except as provided in the immediately next sentence, a Restricted Subsidiary of the Borrower. For purposes of Sections 5.09, 5.12, 5.13, 6.01(a), 6.01(b), 6.09, 7.14 and Section 7.17 only, references to Subsidiaries shall be deemed also to be references to Unrestricted Subsidiaries which are subsidiaries of the Borrower.

“SUNE Residential Portfolio” means the Equity Interests in SUNE RESIDENTIAL HOLDINGS LLC, EchoFirst, Inc. and SunEdison Residential Services, LLC.

“Sun Edison” means Sun Edison LLC, a Delaware limited liability company and a wholly-owned Subsidiary of the Borrower.

“SunEdison International” means SunEdison International, Inc., a Delaware corporation and a wholly-owned Subsidiary of the Borrower.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement. Notwithstanding the foregoing, any 2018 Convertible Notes Call Transaction, any 2021 Convertible Notes Call Transaction, any 2020 Convertible Notes Call Transaction, any

2022 Convertible Notes Call Transaction, any 2023 Convertible Notes Call Transaction, any 2025 Convertible Notes Call Transaction and any Permitted Refinancing Call Transaction shall not constitute a Swap Contract.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, any 2018 Convertible Notes Bond Hedge Transaction, any 2021 Convertible Notes Bond Hedge Transaction, any 2020 Convertible Notes Bond Hedge Transaction, any 2022 Convertible Notes Call Transaction, any 2023 Convertible Notes Call Transaction, any 2025 Convertible Notes Call Transaction and any Permitted Refinancing Hedge Transaction, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, such 2018 Convertible Notes Bond Hedge Transaction, such 2021 Convertible Notes Bond Hedge Transaction, such 2020 Convertible Notes Bond Hedge Transaction, such 2022 Convertible Notes Call Transaction, such 2023 Convertible Notes Call Transaction, such 2025 Convertible Notes Call Transaction and such Permitted Refinancing Hedge Transaction, as applicable (a) for any date on or after the date such Swap Contracts, such 2018 Convertible Notes Bond Hedge Transaction, such 2021 Convertible Notes Bond Hedge Transaction, such 2020 Convertible Notes Bond Hedge Transaction, such 2022 Convertible Notes Call Transaction, such 2023 Convertible Notes Call Transaction, such 2025 Convertible Notes Call Transaction and such Permitted Refinancing Hedge Transaction, as applicable, have been closed out and termination value(s) determined in accordance therewith, and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, such 2018 Convertible Notes Bond Hedge Transaction, such 2021 Convertible Notes Bond Hedge Transaction, such 2020 Convertible Notes Bond Hedge Transaction, such 2022 Convertible Notes Call Transaction, such 2023 Convertible Notes Call Transaction, such 2025 Convertible Notes Call Transaction and such Permitted Refinancing Hedge Transaction, as applicable, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts, such 2018 Convertible Notes Bond Hedge Transaction, such 2021 Convertible Notes Bond Hedge Transaction, such 2020 Convertible Notes Bond Hedge Transaction, such 2022 Convertible Notes Call Transaction, such 2023 Convertible Notes Call Transaction, such 2025 Convertible Notes Call Transaction and such Permitted Refinancing Hedge Transaction, as applicable (which may include a Lender or any Affiliate of a Lender).

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to taxes or penalties applicable thereto.

“Term Loan Exposure” means, with respect to any Lender, as of any date of determination, (i) prior to the initial funding of the Term Loans on the Closing Date, that Lender’s Commitment, (ii) after the initial funding of the Term Loans on the Closing Date but prior to the subsequent funding of the Term Loans, the sum of (a) the aggregate outstanding principal amount of the Term Loans of that Lender and (b) the remaining Commitment of that Lender and (iii) after the subsequent funding of the Term Loans or termination of the Commitments, the aggregate outstanding principal amount of the Term Loans of that Lender.

“Tranche A-1 Commitment” means, as to each Lender, its obligation to make Tranche A-1 Term Loans to the Borrower pursuant to Section 2.01(a) in an aggregate principal amount at any one time outstanding not to exceed the Dollar amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The initial aggregate amount of the Tranche A-1 Commitments is $500,000,000.

“Tranche A-1 Note” means a promissory note made by the Borrower in favor of a Lender evidencing Tranche A-1 Term Loans made by such Lender to the Borrower, substantially in the form of Exhibit C-1.

“Tranche A-2 Commitment” means, as to each Lender, its obligation to make Tranche A-2 Term Loans to the Borrower pursuant to Section 2.01(b) in an aggregate principal amount at any one time outstanding not to exceed the Dollar amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The initial aggregate amount of the Tranche A-2 Commitments is $225,000,000.

“Tranche A-2 Note” means a promissory note made by the Borrower in favor of a Lender evidencing Tranche A-2 Term Loans made by such Lender to the Borrower, substantially in the form of Exhibit C-2.

“Treasury Rate” means, as of any date of voluntary or mandatory prepayment of the Loans, the weekly average yield on actually traded Unites States Treasury securities adjusted to a constant maturity of one year (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to such date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)).

“Type” means, with respect to a Loan, its character as a Base Rate Loan or a Eurocurrency Rate Loan.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York or any other state, the laws of which are required to be applied in connection with the issue of perfection of security interests.

“Unfunded Pension Liability” means the excess of the current value of a Plan’s “benefit liabilities” under Section 4001(a)(16) of ERISA (based on the assumptions used for purposes of Statement No. 87 (as amended by Statement No. 158) of the Financial Accounting Standards Board) for the applicable plan year, over the current value of that Plan’s assets, determined in accordance with the assumptions used for funding such Plan pursuant to Section 412 or 430 of the Code or Section 302 or 303 of ERISA for such plan year.

“Unrestricted Subsidiary” means (i) YieldCo and YieldCo Intermediate and each of their subsidiaries (including any Non-Recourse Subsidiary that becomes a subsidiary of YieldCo and/or YieldCo Intermediate, at which time such subsidiary shall cease to be a Non-Recourse Subsidiary hereunder and become an Unrestricted Subsidiary), (ii) [reserved], (iii) YieldCo II and YieldCo II Intermediate and each of their subsidiaries (including any Non-Recourse Subsidiary that becomes a subsidiary of YieldCo II and/or YieldCo II Intermediate, at which time such subsidiary shall cease to be a Non-Recourse Subsidiary hereunder and become an Unrestricted Subsidiary), (iv) the Seller Note SPV, (v) any Warehouse Entity and (vi) the Apollo Subs (provided, that, upon a one-time irrevocable written notice to the Administrative Agent, the Borrower may elect to have one or more Apollo Subs cease to be deemed “Unrestricted Subsidiaries”; whereupon the Apollo Subs shall become “Subsidiaries” and “Restricted Subsidiaries” for all purposes hereunder (and such election shall constitute the incurrence by the Apollo Subs at the time of such election of any Indebtedness and Liens of the Apollo Subs existing at such time). Each Unrestricted Subsidiary in existence on the Closing Date is listed on Schedule 1.01(c). It is understood and agreed that, notwithstanding anything to the contrary, no Unrestricted Subsidiary may guarantee or otherwise directly or indirectly provide credit support for any Indebtedness of a Loan Party or any Restricted Subsidiary thereof (including, without limitation, the Convertible Senior Notes and the Permitted Refinancing Convertible Bond Indebtedness), and no Unrestricted Subsidiary may guarantee, incur, assume, purchase, exchange, acquire, defease or become an obligor or pledgor of assets with respect to any Convertible Senior Notes or Permitted Refinancing Convertible Bond Indebtedness.

“Warehouse Entity” means any entity that purchases Solar Energy Systems or Non-Recourse Subsidiaries from the Borrower or any of its Subsidiaries in advance of a planned Disposition of such Solar Energy Systems or Non-Recourse Subsidiaries to YieldCo or YieldCo II, or any of their respective subsidiaries.

“Warrant” means the Warrant to Purchase Stock substantially in the form of Exhibit B.

“YieldCo” means TerraForm Power, Inc. (f/k/a SunEdison Yieldco, Inc.), a Delaware corporation.

“YieldCo II” means TerraForm Global, Inc. (f/k/a SunEdison Emerging Markets Yield, Inc.), a Delaware corporation.

“YieldCo II Intermediate” means TerraForm Global, LLC (f/k/a SunEdison Emerging Markets Yield, LLC), a Delaware limited liability company.

“YieldCo Intermediate” means TerraForm Power, LLC (f/k/a SunEdison Yieldco, LLC), a Delaware limited liability company.

“313 Facility” means unsecured loans made by 313 Acquisition LLC, a Delaware limited liability company, as stockholder of Apollo, or an Affiliate thereof, borrowed and/or guaranteed by the Loan Parties, in an aggregate principal amount of up to $250,000,000.

“2018 Convertible Notes Bond Hedge Transaction” has the meaning specified in the definition of the term “2018 Convertible Notes Call Transaction”.

“2018 Convertible Notes Call Transaction” means call option transactions relating to the Borrower’s common stock purchased by Borrower in connection with the issuance of the 2018 Convertible Senior Notes from certain Initial Purchasers (or their affiliates) (each a “2018 Option Counterparty” and, collectively, the “2018 Option Counterparties”) pursuant to those certain confirmations of terms and conditions dated December 12, 2013 and December 16, 2013, the 2002 ISDA Equity Derivatives Definitions published by the International Swaps and Derivatives Association, Inc., and related agreements in the form of the ISDA 2002 Master Agreement between the Borrower and each applicable 2018 Option Counterparty, the purchase price for which the Borrower paid to the 2018 Option Counterparties in full on December 20, 2013 (each, a “2018 Convertible Notes Bond Hedge Transaction”), and warrant transactions relating to the Borrower’s common stock sold by Borrower to the respective 2018 Option Counterparties substantially concurrently with such purchase pursuant to those certain confirmations of terms and conditions dated December 12, 2013 and December 16, 2013, the 2002 ISDA Equity Derivatives Definitions published by the International Swaps and Derivatives Association, Inc. and related agreements in the form of the ISDA 2002 Master Agreement between the Borrower and each applicable 2018 Option Counterparty, all of the proceeds of which sale the Borrower received from the 2018 Option Counterparties on December 20, 2013 (each, a “2018 Convertible Notes Warrant Transaction”).

“2018 Convertible Notes Warrant Transaction” has the meaning specified in the definition of the term “2018 Convertible Notes Call Transaction”.

“2018 Convertible Senior Notes” means the 2.00% convertible senior notes due October 1, 2018 in an initial aggregate principal amount of $600,000,000 issued by the Borrower on December 20, 2013.

“2018 Convertible Senior Notes Indenture” means the Indenture, dated as of December 20, 2013, by and between Borrower and Wilmington Trust, National Association, as Trustee, governing and pursuant to which the 2018 Convertible Senior Notes are issued.

“2018 Refinancing Convertible Bond Indebtedness” has the meaning specified in Section 7.03(l).

“2018 Option Counterparty” and “2018 Option Counterparties” have the meanings specified in the definition of the term “2018 Convertible Notes Call Transaction”.

“2020 Convertible Notes Bond Hedge Transaction” has the meaning specified in the definition of the term “2020 Convertible Notes Call Transaction”.

“2020 Convertible Notes Call Transaction” means call option transactions relating to the Borrower’s common stock purchased by Borrower in connection with an issuance of the 2020 Convertible Senior Notes from certain Initial Purchasers (or their affiliates) (each a “2020 Option Counterparty” and, collectively, the “2020 Option Counterparties”) pursuant to those certain confirmations of terms and conditions dated June 4, 2014 the 2002 ISDA Equity Derivatives Definitions published by the International Swaps and Derivatives Association, Inc., and related agreements in the form of the ISDA 2002 Master Agreement between the Borrower and each applicable 2020 Option Counterparty, the purchase price for which the Borrower shall pay to the 2020 Option Counterparties in full on or about June 9, 2014 (each, a “2020 Convertible Notes Bond Hedge Transaction”), and warrant transactions relating to the Borrower’s common stock sold by Borrower to the respective 2020 Option Counterparties substantially concurrently with such purchase pursuant to those certain confirmations of terms and conditions dated June 4, 2014, the 2002 ISDA Equity Derivatives Definitions published by the International Swaps and Derivatives Association, Inc. and related agreements in the form of the ISDA 2002 Master Agreement between the Borrower and each applicable 2020 Option Counterparty, all of the proceeds of which sale the Borrower shall receive from the 2020 Option Counterparties on or about June 9, 2014 substantially concurrently with the Borrower’s payment of the purchase price to the 2020 Option Counterparties (each, a “2020 Convertible Notes Warrant Transaction”).

“2020 Convertible Notes Warrant Transaction” has the meaning specified in the definition of the term “2020 Convertible Notes Call Transaction”.

“2020 Convertible Senior Notes” means the convertible senior notes due January 15, 2020 in an aggregate principal amount of up to $600,000,000 to be issued by the Borrower on or about June 9, 2014.

“2020 Convertible Senior Notes Indenture” means the Indenture, by and between Borrower and Wilmington Trust, National Association, as Trustee, governing and pursuant to which the 2020 Convertible Senior Notes are issued, which has the terms and provisions that are substantially similar to those described in Borrower’s Preliminary Offering Memorandum relating to the 2020 Convertible Senior Notes, dated June 4, 2014, as supplemented by the pricing terms disclosed to the Lenders on June 4, 2014.

“2020 Option Counterparty” and “2020 Option Counterparties” have the meanings specified in the definition of the term “2020 Convertible Notes Call Transaction”.

“2020 Refinancing Convertible Bond Indebtedness” has the meaning specified in Section 7.03(l).

“2021 Convertible Notes Bond Hedge Transaction” has the meaning specified in the definition of the term “2021 Convertible Notes Call Transaction”.

“2021 Convertible Notes Call Transaction” means call option transactions relating to the Borrower’s common stock purchased by Borrower in connection with an issuance of the 2021 Convertible Senior Notes from certain Initial Purchasers (or their affiliates) (each a “2021 Option Counterparty” and, collectively, the “2021 Option Counterparties”) pursuant to those certain confirmations of terms and conditions dated December 12, 2013 and December 16, 2013, the 2002 ISDA Equity Derivatives Definitions published by the International Swaps and Derivatives Association, Inc., and related agreements in the form of the ISDA 2002 Master Agreement between the Borrower and each applicable 2021 Option Counterparty, the purchase price for which the Borrower paid to the 2021 Option Counterparties in full on December 20, 2013 (each, a “2021 Convertible Notes Bond Hedge Transaction”), and warrant transactions relating to the Borrower’s common stock sold by Borrower to the respective 2021 Option Counterparties substantially concurrently with such purchase pursuant to those certain confirmations of terms and conditions dated December 12, 2013 and December 16, 2013, the 2002 ISDA Equity Derivatives Definitions published by the International Swaps and Derivatives Association, Inc. and related agreements in the form of the ISDA 2002 Master Agreement between the Borrower and each applicable 2021 Option Counterparty, all of the proceeds of which sale the Borrower received from the 2021 Option Counterparties on December 20, 2013 (each, a “2021 Convertible Notes Warrant Transaction”).

“2021 Convertible Notes Warrant Transaction” has the meaning specified in the definition of the term “2021 Convertible Notes Call Transaction”.

“2021 Convertible Senior Notes” means the 2.75% convertible senior notes due January 1, 2021, in an initial aggregate principal amount of $600,000,000 issued by the Borrower on December 20, 2013.

“2021 Convertible Senior Notes Indenture” means the Indenture, dated as of December 20, 2013, by and between Borrower and Wilmington Trust, National Association, as Trustee, governing and pursuant to which the 2021 Convertible Senior Notes are issued.

“2021 Refinancing Convertible Bond Indebtedness” has the meaning specified in Section 7.03(l).

“2021 Option Counterparty” and “2021 Option Counterparties” have the meanings specified in the definition of the term “2021 Convertible Notes Call Transaction”.

“2022 Convertible Notes Call Transaction” means one or more capped call option transactions relating to the Borrower’s common stock purchased by Borrower in connection with an issuance of the 2022 Convertible Senior Notes from one or more of the Initial Purchasers (or their affiliates) (each a “2022 Option Counterparty” and, collectively, the “2022 Option Counterparties”) pursuant to those certain confirmations of terms and conditions dated January 20, 2015 in connection with the issuance of the initial 2022 Convertible Senior Notes (“Base Capped Call Confirmation”) and subsequent confirmations of terms and conditions (if any) in connection with the issuance of additional 2022 Convertible Senior Notes (“Additional Capped

Call Confirmations”), the 2002 ISDA Equity Derivatives Definitions published by the International Swaps and Derivatives Association, Inc., and related agreements in the form of the ISDA 2002 Master Agreement between the Borrower and each applicable 2022 Option Counterparty, the purchase price for which the Borrower shall pay to the 2022 Option Counterparties in full for the Based Capped Call Confirmation on or about January 20, 2015 and for the Additional Capped Call Confirmation, substantially concurrently with the issuance of the additional 2022 Convertible Senior Notes.

“2022 Convertible Senior Notes” means the convertible senior notes due April 15, 2022 in an aggregate principal amount of up to $500,000,000 issued by the Borrower on or about January 27, 2015.

“2022 Convertible Senior Notes Indenture” means the Indenture, by and between Borrower and Wilmington Trust, National Association, as Trustee, governing and pursuant to which the 2022 Convertible Senior Notes are issued, which has the terms and provisions that are substantially similar to those described in Borrower’s Preliminary Offering Memorandum relating to the 2022 Convertible Senior Notes, dated January 20, 2015, as supplemented by the pricing terms disclosed to the Lenders.

“2022 Option Counterparty” and “2022 Option Counterparties” have the meanings specified in the definition of the term “2022 Convertible Notes Call Transaction”.

“2022 Refinancing Convertible Bond Indebtedness” has the meaning specified in Section 7.03(l).

“2023 Additional Capped Call Confirmations” has the meaning specified in the definition of the term “2023 Convertible Notes Call Transaction”.

“2023 Base Capped Call Confirmation” has the meaning specified in the definition of the term “2023 Convertible Notes Call Transaction”.

“2023 Convertible Notes Call Transaction” means one or more capped call option transactions relating to the Borrower’s common stock purchased by Borrower in connection with an issuance of the 2023 Convertible Senior Notes from one or more of the Initial Purchasers (or their affiliates) (each a “2023 Option Counterparty” and, collectively, the “2023 Option Counterparties”) pursuant to those certain confirmations of terms and conditions dated on or about May 7, 2015 in connection with the issuance of the initial 2023 Convertible Senior Notes (“2023 Base Capped Call Confirmation”) and subsequent confirmations of terms and conditions (if any) in connection with the issuance of additional 2023 Convertible Senior Notes (“2023 Additional Capped Call Confirmations”), the 2002 ISDA Equity Derivatives Definitions published by the International Swaps and Derivatives Association, Inc., and related agreements in the form of the ISDA 2002 Master Agreement between the Borrower and each applicable 2023 Option Counterparty, the purchase price for which the Borrower shall pay to the 2023 Option Counterparties in full for the 2023 Based Capped Call Confirmation on or about May 7, 2015 and for the 2023 Additional Capped Call Confirmation, substantially concurrently with the issuance of the additional 2023 Convertible Senior Notes.

“2023 Convertible Senior Notes” means the convertible senior notes due May 15, 2023 in an aggregate principal amount of up to $500,000,000 issued by the Borrower on or about May 13, 2015.

“2023 Convertible Senior Notes Indenture” means the Indenture, by and between Borrower and Wilmington Trust, National Association, as Trustee, governing and pursuant to which the 2023 Convertible Senior Notes are issued, which has the terms and provisions that are substantially similar to those described in Borrower’s Preliminary Offering Memorandum relating to the 2023 Convertible Senior Notes, dated on or about May 6, 2015, as supplemented by the pricing terms disclosed to the Lenders.

“2023 Option Counterparty” and “2023 Option Counterparties” have the meanings specified in the definition of the term “2023 Convertible Notes Call Transaction”.

“2025 Additional Capped Call Confirmations” has the meaning specified in the definition of the term “2025 Convertible Notes Call Transaction”.

“2025 Base Capped Call Confirmation” has the meaning specified in the definition of the term “2025 Convertible Notes Call Transaction”.

“2025 Convertible Notes Call Transaction” means one or more capped call option transactions relating to the Borrower’s common stock purchased by Borrower in connection with an issuance of the 2025 Convertible Senior Notes from one or more of the Initial Purchasers (or their affiliates) (each a “2025 Option Counterparty” and, collectively, the “2025 Option Counterparties”) pursuant to those certain confirmations of terms and conditions dated on or about May 7, 2015 in connection with the issuance of the initial 2025 Convertible Senior Notes (“2025 Base Capped Call Confirmation”) and subsequent confirmations of terms and conditions (if any) in connection with the issuance of additional 2025 Convertible Senior Notes (“2025 Additional Capped Call Confirmations”), the 2002 ISDA Equity Derivatives Definitions published by the International Swaps and Derivatives Association, Inc., and related agreements in the form of the ISDA 2002 Master Agreement between the Borrower and each applicable 2025 Option Counterparty, the purchase price for which the Borrower shall pay to the 2025 Option Counterparties in full for the 2025 Based Capped Call Confirmation on or about May 7, 2015 and for the 2025 Additional Capped Call Confirmation, substantially concurrently with the issuance of the additional 2025 Convertible Senior Notes.

“2025 Convertible Senior Notes” means the convertible senior notes due May 15, 2025 in an aggregate principal amount of up to $500,000,000 issued by the Borrower on or about May 13, 2015.

“2025 Convertible Senior Notes Indenture” means the Indenture, by and between Borrower and Wilmington Trust, National Association, as Trustee, governing and pursuant to which the 2025 Convertible Senior Notes are issued, which has the terms and provisions that are substantially similar to those described in Borrower’s Preliminary Offering Memorandum relating to the 2025 Convertible Senior Notes, dated on or about May 6, 2015, as supplemented by the pricing terms disclosed to the Lenders.

“2025 Option Counterparty” and “2025 Option Counterparties” have the meanings specified in the definition of the term “2025 Convertible Notes Call Transaction”.

“2025 Refinancing Convertible Bond Indebtedness” has the meaning specified in Section 7.03(l).

1.02 Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

(d) For the purposes of calculating the amount of any Investment permitted hereunder among the Borrower and its Subsidiaries resulting from a series of related transactions occurring on a substantially concurrent basis, such amount shall be deemed to be the aggregate amount of such Investments outstanding (but without duplication) after giving effect to all such substantially concurrent related transactions, and such related transactions shall not be prohibited notwithstanding anything herein to the contrary so long as the Investment in the ultimate recipient is permitted hereunder.

1.03 Accounting Terms. (a) Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.

(b) Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB Interpretation No. 46 – Consolidation of Variable Interest Entities: an interpretation of ARB No. 51 (January 2003) as if such variable interest entity were a Subsidiary as defined herein.

1.04 Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.08 Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

(a) Subject to the terms and conditions set forth herein, each Initial Lender severally agrees to make, on the Closing Date, loans (each such loan, a “Tranche A-1 Term Loan”) to the Borrower in Dollars in an aggregate amount equal to such Lender’s Tranche A-1 Commitment. Subject to Section 2.05, all amounts owed hereunder with respect to the Term Loans shall be paid in full no later than the Maturity Date. Each Lender’s Tranche A-1 Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Tranche A-1 Term Loan on such date.

(b) Subject to the terms and conditions set forth herein, each Initial Lender severally agrees to make, on the Closing Date, loans (each such loan, a “Tranche A-2 Term Loan”) to the Borrower in Dollars in an aggregate amount equal to such Lender’s Tranche A-2 Commitment. Subject to Section 2.05, all amounts owed hereunder with respect to the Tranche A-2 Term Loans shall be paid in full no later than the Maturity Date. Each Lender’s Tranche A-2 Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Tranche A-2 Term Loan on such date.

(a) Each Committed Borrowing and each continuation of Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 1:00 p.m. three (3) Business Days prior to the requested date of any Committed Borrowing of or continuation of Eurocurrency Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Committed Borrowing of or continuation of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Committed Borrowing or a continuation of Loans that is a Eurocurrency Rate Loan, (ii) the requested date of the Committed Borrowing (which may only be the Closing Date) or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of the Term Loans to be borrowed or continued and (iv) the duration of the Interest Period with respect thereto. If the Borrower fails to give a timely notice requesting a continuation, then the applicable Term Loans shall be converted to applicable Base Rate Loans. Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the Borrower requests a Committed Borrowing of or continuation of Eurocurrency Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Each Committed Borrowing of Base Rate Loans or conversion of Base Rate Loans to Eurocurrency Rate Loans (which shall be permitted hereunder) shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone, provided, that any such telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. on the requested date of any Committed Borrowing and not later than 1:00 p.m. three Business Days prior to the conversion to Eurocurrency Rate Loans and any such requested Committed Borrowing or conversion of a Term Loan shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof.

(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each applicable Lender of the amount of its Applicable Percentage of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each such Lender of the details of any automatic conversion to Base Rate Loans, as described in the preceding subsection. Each Lender shall make the amount of its Term Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Closing Date. Upon satisfaction of the applicable conditions set forth in Section 4.01, the Administrative Agent shall make all funds so received

available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of the Administrative Agent with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower.

(c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan. During the existence of a Default, no Term Loans may be requested as or continued as Eurocurrency Rate Loans without the consent of the Required Lenders.

(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate.

(e) After giving effect to all Committed Borrowings, all conversions of Term Loans from one Type to the other, and all continuations of Term Loans as the same Type, there shall not be more than five (5) Interest Periods in effect with respect to Loans.

(a) The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part subject to the payment of the call premium set forth in Section 2.05(b), if applicable; provided that (i) such notice must be received by the Administrative Agent not later than (A) 1:00 p.m. three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) 11:00 a.m. on the date of prepayment of Base Rate Loans; and (ii) (A) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof and (B) any prepayment of Loans that are Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein along with any applicable call premium set forth in Section 2.05(b). Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, the applicable call premium set forth in Section 2.05(b) together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied ratably to the Tranche A-1 Term Loans and Tranche A-2 Term Loans, and such payment shall be paid to the Lenders in accordance with their respective Applicable Percentages.

(i) Payments on or prior to January 11, 2017. In the event all or any portion of the Loans (A) are repaid through any voluntary repayments, (B) prepaid, effectively refinanced, replaced or repriced (including, in each case of the foregoing clauses (A) or (B), in connection with any exercise of the Borrower’s right to replace any Lender in accordance with Section 10.13), (C) are prepaid pursuant to Section 2.05(g) or (D) are paid after acceleration (whether such acceleration is automatic (including pursuant to the proviso of Section 8.02) or has been declared (including pursuant to clause (b) of Section 8.02) or occurs otherwise), in each case on or prior to January 11, 2017, such repayments, prepayments, refinancings, replacements or repricings shall be made (and the Borrower shall promptly, on or prior to the effective date of such repayment, prepayment, refinancing, replacement or repricing, pay or cause the payment of) a premium in an amount (the “Yield Maintenance Amount”) equal to the net present value of the sum of (I) the Applicable Rate applicable to Eurocurrency Rate Loans plus (II) the greater of (1) the Eurocurrency Rate “floor” (i.e. 1.00%) and (2) the Eurocurrency Rate (assuming an Interest Period of three months in effect on the date on which such repayment, prepayment, refinancing, replacement, repricing or payment is made), in each case of (I) and (II) above, calculated as a rate per annum on the amount of the principal of such Loans are repaid, prepaid, refinanced, replaced or repriced that would have occurred from the date of such repayment, prepayment, refinancing, replacement or repricing through and including January 11, 2017 plus (III) the premium on the amount of the principal of such Loans repaid, prepaid, refinanced, replaced or repriced that would have been payable on such Loans had such repayment, prepayment, refinancing, replacement or repricing been made on January 12, 2017 pursuant to clause (ii) below (i.e., 5.00% of the aggregate principal amount of the Loans being repaid, prepaid, refinanced, replaced or repriced on such date) (in each case, computed on the basis of actual days elapsed over a year of 360 days and using a discount rate equal to sum of the Treasury Rate as of the Business Day immediately before the date such repayment, prepayment, refinancing, replacement or repricing plus 50 basis points); provided, that, in no event shall the Yield Maintenance Amount be less than 5.00% of the aggregate principal amount of the Loans being repaid, prepaid, refinanced, replaced or repriced on such date.

(ii) Payments following January 11, 2017. In the event all or any portion of the Loans (A) are repaid through any voluntary repayments, (B) prepaid, effectively refinanced, replaced or repriced (including, in each case of the foregoing clauses (A) or (B), in connection with any exercise of the Borrower’s right to replace any Lender in accordance with Section 10.13), (C) are prepaid pursuant to Section 2.05(g) or (D) are paid after acceleration (whether such acceleration is automatic (including pursuant to the proviso of Section 8.02) or has been declared (including pursuant to clause (b) of Section 8.02) or occurs otherwise), such repayment, prepayment, refinancing, replacement or repricing will be made at 105.0% of the principal amount so repaid, prepaid, refinanced, replaced or repriced if such repayment, prepayment, refinancing, replacement or repricing occurs after January 11, 2017, but on or prior to January 11, 2018. No call premium will be required after January 11, 2018.

(e) Subject to Section 2.05(j), no later than the first Business Day following the date of receipt by the Borrower or any of its Subsidiaries of any Net Asset Sale Proceeds (excluding Net Asset Sale Proceeds from the Apollo TERP Sale), the Borrower shall apply 100% of the Net Asset Sale Proceeds received to make prepayments in accordance with Section 2.05(h); provided, that (i) so long as no Default or Event of Default shall have occurred and be continuing, and (ii) to the extent that aggregate Net Asset Sale Proceeds from the Closing Date through the applicable date of determination do not exceed $100,000,000, the Borrower shall have the option, directly or through one or more of its Subsidiaries, to use such Net Asset Sale Proceeds for permitted acquisitions, Capital Expenditures or otherwise reinvest such Net Asset Sale Proceeds in other assets that are not classified as current assets, in each case, (x) that are used or useful in the business of the Borrower and its Subsidiaries and (y) that comprise Collateral to the extent such property or asset sold or otherwise Disposed of was Collateral, within one year of receipt of such Net Asset Sale Proceeds (subject to, if the Borrower or the applicable Subsidiary enters into a binding commitment to reinvest such proceeds not later than the end of such one-year period with the good faith expectation that such proceeds will be applied to satisfy such reinvestment commitment within one hundred eighty (180) days, an extension for a period of up to an additional one hundred eighty (180) days from the end of such one-year period).

(f) Subject to Section 2.05(j), no later than the first Business Day following the date of receipt by the Borrower or any of its Subsidiaries, or Administrative Agent, of any Net Insurance/Condemnation Proceeds, the Borrower shall apply 100% of the Net Insurance/Condemnation Proceeds received to make prepayments in accordance with Section 2.05(h); provided, that (i) so long as no Default or Event of Default shall have occurred and be continuing, and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination which are not used or committed to repair, restore or replace the affected assets do not exceed $50,000,000, the Borrower shall have the option, directly or through one or more of its Subsidiaries to invest such Net Insurance/Condemnation Proceeds in other long term assets, in each case, (x) that are useful in the business of the Borrower and its Subsidiaries and (y) that comprise Collateral to the extent such property or asset lost, taken or sold or otherwise Disposed of was Collateral, within one year of receipt thereof (subject to, if the Borrower or the applicable Subsidiary enters into a binding commitment to reinvest such proceeds not later than the end of such one-year period with the good faith expectation that such proceeds will be applied to satisfy such reinvestment commitment within one hundred eighty (180) days, an extension for a period of up to an additional one hundred eighty (180) days from the end of such one-year period).

(g) Subject to Section 2.05(j), on the date of receipt by the Borrower or any of its Subsidiaries of any Cash proceeds from the incurrence of any Indebtedness of the Borrower or any of its Subsidiaries (other than with respect to any Indebtedness permitted to be incurred pursuant to Section 7.03), the Borrower shall apply an amount equal to 100% of such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses, to make prepayments in accordance with Section 2.05(h).

(h) Mandatory prepayments pursuant to this Section 2.05 shall be applied in the following order of priority:

(A) pro rata to prepay that portion of the Obligations constituting unpaid principal of the outstanding Loans in accordance with the respective outstanding principal amounts thereof plus all accrued interest on the amount prepaid, the applicable call premium set forth in Section 2.05(b) together with any additional amounts required pursuant to Section 3.05, in each case ratably between Tranche A-1 Term Loans and Tranche A-2 Term Loans; provided that if at the time any amount is required to be paid pursuant to pursuant to clause (e), (f) or (g) of this Section 2.05, the Borrower is required to offer to repurchase Second Lien Convertible Notes or Other Pari Passu Lien Debt pursuant to the terms of the Second Lien Note Documents or Other Pari Passu Lien Debt Documents (such Second Lien Convertible Notes or Other Pari Passu Lien Debt required to be offered to be so repurchased, “Other Applicable Indebtedness”), then Borrower may apply such prepayment on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided, further that the portion of such Cash proceeds allocated to Other Applicable Indebtedness shall not exceed the amount of such Cash proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Cash proceeds shall be allocated to the Loans in accordance with the terms hereof) to the prepayment of the Loans and to the repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to clause (e), (f) or (g) of this Section 2.05, as applicable, shall be reduced accordingly; provided further that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness repaid, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof; and

(B) the balance, if any, following the payment in full of such Obligations, and the obligations with respect to such Other Applicable Indebtedness, to be retained by the Borrower.

(i) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment required to be made pursuant to clause (e), (f) or (g) of this Section 2.05 at least five (5) Business Days (or such shorter time agreed to by the Administrative Agent in its discretion) prior to the date of such prepayment (a “Prepayment Notice”). Each such Prepayment Notice shall contain a certificate of a Responsible Officer (A) demonstrating the calculation of the amount of the applicable net proceeds (or reasonable good faith estimate thereof), (B) either specifying the projected date of such prepayment (which in no event shall be after the date of prepayment required pursuant to Section 2.05(e) or (f), as applicable) or notice of the Borrower’s intent to exercise its option to reinvest such amounts as provided under Sections 2.05(e) and (f), as applicable and (C) provide a reasonably detailed calculation of the amount of such prepayment (or reasonable good faith estimate thereof). The Administrative Agent will promptly notify each Lender of the contents of such Prepayment Notice and of such Lender’s pro rata

share of the applicable prepayment. In the event that the Borrower shall subsequently determine that the actual amount received exceeded or was less than the amount set forth in such certificate, the Borrower shall promptly deliver a supplemental Prepayment Notice to the Administrative Agent, which, in addition to the requirements of the initial Prepayment Notice with respect to such mandatory prepayment, shall contain a certificate of a Responsible Officer demonstrating the derivation of such excess or shortfall. The procedures described in this Section 2.05(i) with respect to the making of such prepayment shall be followed with respect to such excess.

(j) Notwithstanding any provision of clause (e), (f) or (g) of this Section 2.05 to the contrary, amounts required to be applied to the First Lien Loan Obligations pursuant to clause (e), (f) or (g) of Section 2.05 of the First Lien Credit Agreement shall be first applied to the First Lien Loan Obligations pursuant to Section 2.05(h) of the First Lien Credit Agreement (including to cash collateralize Letters of Credit) and to the extent actually so applied shall on a dollar-for-dollar basis reduce the amount required to be applied toward prepayment pursuant to clause (e), (f) or (g) of this Section 2.05, as applicable (it being understood and agreed, for the avoidance of doubt, that to the extent any balance is to be retained by the Borrower in accordance with Section 2.05(h) of the First Lien Credit Agreement, such balances shall instead be used to make prepayments hereunder pursuant to clause (h) of this Section 2.05).

2.07 Repayment of Loans. On the Maturity Date, the Borrower shall repay the aggregate principal amount of Term Loans made to the Borrower outstanding on such date.

2.08 Interest. (a) Subject to the provisions of subsection (b) below, (i) each Loan that is a Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate and (ii) each Loan that is a Eurocurrency Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurocurrency Rate for such Interest Period plus the Applicable Rate.

(b) (i) If any event or condition that constitutes an Event of Default under 8.01(a), 8.01(f) or 8.01(g) or that, with the giving of any notice, the passage of time, or both, would be an Event of Default under 8.01(a), 8.01(f) or 8.01(g) occurs, all Obligations then outstanding shall thereafter bear interest at the Default Rate to the fullest extent permitted by applicable Laws.

(ii) Upon the principal amount of the outstanding Loans becoming due and payable prior to the Maturity Date, all Obligations then outstanding shall thereafter bear interest at the Default Rate to the fullest extent permitted by applicable Laws.

(iii) If a Default or Event of Default exists (other than a Default or Event Default described in clause (i) of this Section 2.08(b)), and clause (ii) of Section 2.08(b) does not apply, the Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at the Default Rate upon the request of the Required Lenders, to the fullest extent permitted by applicable Laws.

(iv) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

(a) Borrower agrees to pay on the Closing Date to each Lender party to this Agreement as a Lender of Tranche A-1 Term Loans on the Closing Date, as fee compensation for the funding of such Lender’s Tranche A-1 Term Loan, a closing fee in an amount equal to 4.00% of the stated principal amount of such Lender’s Tranche A-1 Term Loan, payable to such Lender from the proceeds of its Tranche A-1 Term Loan as and when funded on the Closing Date. Such closing fee will be in all respects fully earned, due and payable on the Closing Date and non-refundable and non-creditable thereafter.

(b) The Borrower agrees to pay to each Fronting Arranger, as fee compensation for the funding of its Term Loans, an amount equal to $107,582,936.84 (the “Fronting Compensation Fee”), based on its pro rata portion of such Fronting Compensation Fee (calculated by dividing the amount of the Term Loans such Fronting Arranger funded on the Closing Date by the amount of all Term Loans all such Fronting Arrangers funded on the Closing Date, the “Arrangers Pro Rata Share”)), payable on the earliest of (i) the 13th calendar day following the Closing Date, (ii) the date on which all of the Persons identified on Schedule 2.09 (the “Schedule 2.09 Lenders”) have purchased the Loans for which trades have been entered into on or prior to the Closing Date (pursuant to an Assignment and Assumption with the Fronting Arrangers) (the “Committed Trade Loans”) or (iii) the occurrence of an Event of Default under Section 8.01(f) or 8.01(g), in the case of clause (iii) all of the Fronting Compensation Fee deposited on the Closing Date shall be immediately due and payable to the Fronting Arrangers. The date that is the earlier of the date in clause (i) and clause (ii) is hereinafter referred to as the “Blocked Account Termination Date”.

On the Closing Date, the Borrower shall deposit the Fronting Compensation Fee in a non-interest bearing Deposit Account with Deutsche Bank that is subject to an agreement in form and substance reasonably satisfactory to the Fronting Arrangers pursuant to which Deutsche Bank shall agree to comply with the Administrative Agent’s instructions with respect to the disposition of funds in such Deposit Account without further consent of the Borrower (the “Blocked Account Agreement”). The Administrative Agent, for the benefit of the Fronting Arrangers, shall maintain sole dominion and control over such Deposit Account (such account, the “Fronting Compensation Fee Account”). The Borrower hereby grants to the Administrative Agent, for the benefit of the Fronting Arrangers, a security interest in and continuing lien on all of the Borrower’s right, title and interest in and to the Fronting Compensation Fee Account, funds on deposit therein and the proceeds thereof, and notwithstanding anything herein or in any other Loan Document to the contrary, no Lender (other than the Fronting Arrangers) shall have any right to or claim in the Fronting Compensation Fee Account or funds on deposit therein.

The Fronting Compensation Fee shall be reduced based upon the amount of the Loans purchased by such of those Schedule 2.09 Lenders as have purchased their Committed Trade Loans and satisfied their trades, in an amount equal to the sum of (a) $0.21778826 for every $1.00 so purchased and (b) 4.00% of the amount of Tranche A-2 Term Loans so purchased. Each Fronting Arranger confirms that one or more Schedule 2.09 Lenders has executed trades on or prior to the Closing Date with such Fronting Arranger that will, if executed in accordance with their terms, cause the Fronting Compensation Fee payable to such Fronting Arranger to be reduced to zero. On the Blocked Account Termination Date, the aggregate amount of such reductions shall be returned to the Borrower (and the Administrative Agent agrees to transfer any such amounts to another Deposit Account as directed by the Borrower) and any amount remaining on deposit in the Fronting Compensation Fee Account shall be paid to the Fronting Arranger in accordance with their Arrangers Pro Rata Share.

(c) In addition to any of the foregoing fees, Borrower agrees to pay to Agents fees in the amounts and at the times set forth in the Fee Letters. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

2.10 Computation of Interest and Fees. All computations of interest for Base Rate Loans (other than if determined by reference to the Federal Funds Effective Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed, and all computations of interest for Base Rate Loans if determined by reference to the Federal Funds Effective Rate shall be made on the basis of a year of 360 days and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided, that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

2.11 Evidence of Debt. (a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender to the Borrower made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loans to the Borrower in addition to such accounts or records. Each Lender may attach schedules to a Note and endorse thereon the date, Type (if applicable), amount, currency and maturity of its Loans and payments with respect thereto.

(b) In addition to the accounts and records referred to in subsection (a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

2.12 Payments Generally; Administrative Agent’s Clawback. (a) General. All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement be made in the United States. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(b) Payments by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Federal Funds Effective Rate.

A notice of the Administrative Agent to the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

(c) Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to the Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(d) Obligations of Lenders Several. The obligations of the Lenders hereunder to make Term Loans and to make payments pursuant to Section 10.04(c) are several and not joint.

The failure of any Lender to make any Term Loan or to make any payment under Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Term Loan or to make its payment under Section 10.04(c).

(e) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

2.13 Sharing of Payments by Lenders. Subject to the Intercreditor Agreement, if any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Term Loans made by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Term Loans and accrued interest thereon greater than its pro rata share thereof as provided herein (for the avoidance of doubt, payments of the Fronting Compensation Fee pursuant to Section 2.09(b) is payable to the Fronting Arrangers in accordance with their Arrangers Pro Rata Share), then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for Cash at face value) participations in the Term Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Term Loans and other amounts owing them; provided that:

(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii) the provisions of this Section shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Term Loans to any assignee or Participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply).

The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

(a) Borrower Request. The Borrower may by written notice to the Administrative Agent elect to request prior to the date that is 30 days after the Closing Date (the “Incremental Termination Date”), the establishment of one new term loan commitment (an “Incremental Term

Commitment”), in an aggregate amount not in excess of $200,000,000. Such notice shall specify (i) the date (the “Increase Effective Date”) on which the Borrower proposes that the Incremental Term Commitments shall be effective, which shall be a date not later than the Incremental Termination Date and (ii) the identity of each Eligible Assignee to whom the Borrower proposes any portion of such Incremental Term Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Term Commitment may elect or decline, in its sole discretion, to provide such Incremental Term Commitment. The Incremental Term Commitment shall be in an aggregate amount of not less than $10,000,000 or any whole multiple of $500,000 in excess thereof.

(b) Conditions. The Incremental Term Commitments shall become effective as of the Increase Effective Date; provided that:

(A) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date;

(B) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date;

(C) the Borrower shall deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Closing Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent;

(D) the Administrative Agent shall have received a Loan Notice in accordance with the requirements of Section 2.02(a);

(E) no warrants or other equity shall be issued in connection with the Term Loans made pursuant to Incremental Term Commitments other than warrants at an exercise price of $.01 per share to purchase shares of common stock of the Borrower as long as such warrants are for 39,526 or fewer shares of common stock of the Borrower per $1,000,000 of such Term Loans made pursuant to such Incremental Term Commitments, and

(F) the proceeds of the Term Loans made under any Incremental Term Commitment shall not be used to refinance, repay, prepay, redeem, defease, purchase or otherwise satisfy (including through an exchange, cancellation, satisfaction or discharge of) any Convertible Senior Notes.

(c) Terms of New Loans and Commitments. The terms and provisions of Term Loans made pursuant to Incremental Term Commitment shall be identical to the existing Term Loans, except that the Applicable Rate for Term Loans made under the Incremental Term Commitments shall be determined by the Borrower and the Lenders of such Term Loans;

provided that in the event that the Applicable Rate for any Term Loan made under the Incremental Term Commitments is greater than the Applicable Rate for the Tranche A-1 Term Loans made on the Closing Date, then the Applicable Rate for the Tranche A-1 Term Loans made on the Closing Date shall be increased to the extent necessary to equal the Applicable Rate for the Term Loans made under the Incremental Term Commitments (and the Applicable Rate for the Tranche A-2 Term Loans made on the Closing Date shall be increased by the same amount as any such increase to the Tranche A-1 Term Loans); provided, further, that in determining the Applicable Rate applicable to the Tranche A-1 Term Loans made on the Closing Date and the Term Loans made under the Incremental Term Commitment, (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower, in each case to the Lenders of the Tranche A-1 Term Loans made on the Closing Date or the Lenders of the Term Loans made under the Incremental Term Commitments shall be included as OID (with OID being equated to interest based on an assumed two and one-half year life to maturity) (provided that any warrants or other equity issued to the Lenders of the Tranche A-1 Term Loans in connection with the Tranche A-1 Term Loans made on the Closing Date shall be excluded from any determination or calculation under or pursuant to this clause (x)), (y) customary arrangement or commitment fees payable to the Arrangers (or their respective affiliates) in connection with the Term Loans made on the Closing Date or to one or more arrangers (or their respective affiliates) of the Term Loans made under the Incremental Term Commitments shall be excluded; and (z) if the Eurocurrency Rate or Base Rate “floor” for the Term Loans made under the Incremental Term Commitments is greater than the Eurocurrency Rate or Base Rate “floor,” respectively, for the Term Loans made on the Closing Date, the difference between such floor for the Term Loans made under the Incremental Term Commitments and the Term Loans made on the Closing Date shall be equated to an increase in the Applicable Rate for purposes of this clause (c).

The Incremental Term Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the Borrower, the Administrative Agent and each Lender making such Incremental Term Commitment, in form and substance reasonably satisfactory to each of them. Notwithstanding the provisions of Section 10.01, the Increase Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.14. In addition, unless otherwise specifically provided herein, all references in Loan Documents to Term Loans shall be deemed, unless the context otherwise requires, to include references to Term Loans that are made under the Incremental Term Commitments pursuant to this Agreement. This Section 2.14 shall supersede any provisions in Section 10.01 to the contrary.

(d) Making of New Term Loans. On any Increase Effective Date on which new Commitments for Term Loans are effective, subject to the satisfaction of the foregoing terms and conditions, each Lender of such new Commitment shall make a Term Loan to the Borrower in an amount equal to its new Commitment.

(e) Equal and Ratable Benefit. The Loans and Commitments established pursuant to this paragraph shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by

the Security Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Security Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such class of Term Loans or any such new Commitments.

(f) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 2.13 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, as Borrower may request (so long as no Default or Event of Default shall have occurred and be continuing), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, if so determined by the Administrative Agent and Borrower, to be held in a Deposit Account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifth, so long as no Default or Event of Default shall have occurred and be continuing, to the payment of any amounts owing to Borrower as a result of any judgment of a court of competent jurisdiction obtained by Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made at a time when the conditions set forth in Section 4.01 were satisfied or waived, such payment shall be applied solely to pay the Loans of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans are held by the Lenders pro rata in accordance with the applicable Term Loan Exposure. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(g) In the event and on the date that each of the Administrative Agent and the Borrower agrees in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans to be held pro rata by the Lenders in accordance with the Term Loan Exposure, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

(h) No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of any Lender that is not a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require any Loan Party or the Administrative Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by the Loan Party or the Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below.

(ii) If a Loan Party or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Loan Party or Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Loan Party or Administrative Agent, as may be relevant, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the Administrative Agent or Lender, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(iii) If a Loan Party or the Administrative Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) the Borrower or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount so withheld or deducted by it to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the Administrative Agent or Lender, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(b) Payment of Other Taxes by the Borrower. Without limiting the provisions of subsection (a) above, the Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Laws.

(c) Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above, the Borrower shall, and does hereby, indemnify the Administrative Agent and each Lender, and shall make payment in respect thereof within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) withheld or deducted by the Borrower or the Administrative Agent or paid by the Administrative Agent or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Borrower shall also, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender shall, and does hereby, indemnify the Borrower and the Administrative Agent, and shall make payment in respect thereof within ten (10) days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (including the fees, charges and disbursements of any counsel for the Borrower or the Administrative Agent) incurred by or asserted against the Borrower or the Administrative Agent by any Governmental Authority as a result of the failure by such Lender to deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender, to the Borrower or the Administrative Agent pursuant to subsection (e). Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to

the Administrative Agent under this clause (ii). The agreements in this clause (ii) and Section 3.01(e) below shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

(d) Evidence of Payments. Upon request by the Borrower or the Administrative Agent, as the case may be, after any payment of Taxes by the Borrower or by the Administrative Agent to a Governmental Authority as provided in this Section 3.01, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to the Borrower or the Administrative Agent, as the case may be.

(e) Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made by the Borrower hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdictions. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in this Section 3.01(e), the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.01(e)(ii)(A) or 3.01(e)(ii)(B)(I)-(IV) below) shall not be required if in the Lender’s judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense (or, in the case of a Change in Law, any incremental material unreimbursed cost or expense) or would materially prejudice the legal or commercial position of such Lender.

(ii) Without limiting the generality of the foregoing, if the Borrower is resident for tax purposes in the United States,

(A) any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrower and the Administrative Agent executed originals of Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Borrower on behalf of the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and

(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the expiration of previously delivered forms or the request of the Borrower on behalf of the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:

(I) executed originals of IRS Form W-8BEN or W-8BEN-E claiming eligibility for benefits of an income tax treaty to which the United States is a party,

(III) executed originals of IRS Form W-8IMY and all required supporting documentation,

(IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (y) executed originals of IRS Form W-8BEN or W-8BEN-E, or

(V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made.

(iii) If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary

for the Borrower or the Administrative Agent to comply with its obligations under FATCA, to determine that such Lender has or has not complied with its obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 3.01(e)(iii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(iv) Each Lender shall promptly (A) notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Borrower or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.

(v) The Borrower shall promptly deliver to the Administrative Agent or any Lender, as the Administrative Agent or such Lender shall reasonably request, on or prior to the Closing Date, and in a timely fashion thereafter, such documents and forms required by any relevant taxing authorities under the Laws of any jurisdiction, duly executed and completed by the Borrower, as are required to be furnished by such Lender or the Administrative Agent under such Laws in connection with any payment by the Administrative Agent or any Lender of Taxes or Other Taxes, or otherwise in connection with the Loan Documents, with respect to such jurisdiction.

(f) Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender. If the Administrative Agent or any Lender determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 3.01, it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.01 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses and net of any loss or gain realized in the conversion of such funds from or to another currency incurred by the Administrative Agent or such Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

3.02 Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable

Lending Office to make, maintain or fund Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the applicable interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Loans or to convert Loans that are Base Rate Loans to Eurocurrency Rate Loans, shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or convert all such Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

3.03 Inability to Determine Rates. If the Required Lenders determine that for any reason in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof that (a) deposits are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurocurrency Rate Loan for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan, or (c) the Eurocurrency Rate Loan for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of Eurocurrency Rate Loans or, failing that, will be deemed to have converted such request into a request for a borrowing of Base Rate Loans in the amount specified therein.

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender;

(ii) subject the Administrative Agent or any Lender to any tax of any kind whatsoever with respect to this Agreement or any Eurocurrency Rate Loan made by it, or change the basis of taxation of payments to the Administrative Agent or such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); or

(iii) impose on any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurocurrency Rate Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Rate Loan (or of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by the Administrative Agent or such Lender hereunder (whether of principal, interest or any other amount) then, upon request of the Administrative Agent or such Lender, the Borrower will pay to the Administrative Agent, or such Lender, as the case may be, such additional amount or amounts as will compensate the Administrative Agent or such Lender, as the case may be, for such additional costs incurred or reduction suffered.

(b) Liquidity and Capital Requirements. If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender’s holding company, if any, regarding liquidity or capital requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(c) Certificates for Reimbursement. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.

(d) Delay in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that no Borrower shall be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

(e) Additional Reserve Requirements. The Borrower shall pay to each Lender, as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Eurocurrency Rate Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by

such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan; provided that the Borrower shall have received at least ten (10) days’ prior notice (with a copy to the Administrative Agent) of such additional costs from such Lender.

3.05 Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a) any continuation, conversion, any payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or

(c) any assignment of a Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.13;

including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.

(a) Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02 then such Lender shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the sole judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, the Borrower may replace such Lender in accordance with Section 10.13.

3.07 Survival. All of the Borrower’s obligations under this Article III shall survive termination of the Aggregate Commitments, repayment of all other Obligations hereunder, and resignation of the Administrative Agent.

4.01 Conditions Precedent to the Closing Date. The effectiveness of this Agreement and the agreement of each Lender to make the Credit Extensions requested to be made on the Closing Date is subject to the satisfaction of, or waiver in accordance with Section 10.01, prior to or concurrently with the making of such Credit Extensions on the Closing Date of the following conditions precedent (unless characterized as post-closing obligations pursuant to Section 6.17 and set forth on Schedule 6.17):

(a) The Administrative Agent’s receipt of executed counterparts of this Agreement and the Guaranty, each of which shall be originals or telecopies or .pdf format files (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date and each in form and substance satisfactory to the Administrative Agent and each of the Lenders.

(b) The Administrative Agent’s receipt of each of the agreements, documents, instruments and other items set forth on the closing checklist attached hereto as Schedule 4.01 (the “Closing Checklist”), each of which shall be originals or telecopies or .pdf format files (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and the Arranger.

(c) Any fees required to be paid on or before the Closing Date shall have been paid, including without limitation fees payable pursuant to Section 2.09; provided, that such amounts may be funded with the proceeds of the Credit Extension requested to be made on the Closing Date.

(d) The Borrower shall have paid all fees, charges and disbursements of counsel to the Agents (directly to such counsel if requested by the Agents) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Agents), including without limitation, title premiums, survey charges and recording taxes or fees; provided, that such amounts may be funded with the proceeds of the Credit Extension requested to be made on the Closing Date.

(e) Each Loan Party shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the transactions contemplated by the Loan Documents and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to Administrative Agent and

Arranger. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Loan Documents or the financing thereof and no action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired.

(f) At least five (5) Business Days prior to the Closing Date (or such shorter period agreed to by the Lenders), the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”).

(g) The Administrative Agent’s receipt of evidence that the Borrower and its Subsidiaries shall have (i) repaid in full all Indebtedness under the Existing Second Lien Credit Agreement, (ii) terminated any commitments to lend or make other extensions of credit thereunder, and (iii) delivered to Administrative Agent all documents or instruments necessary to release all Liens securing such Indebtedness or other obligations of the Borrower and its Subsidiaries thereunder being repaid on the Closing Date.

(h) The Administrative Agent’s evidence that the Borrower and its Subsidiaries shall have (i) repaid in full all Indebtedness under the Existing Margin Loan Agreement, (ii) terminated any commitments to lend or make other extensions of credit thereunder and (iii) delivered to Administrative Agent all documents or instruments necessary to release all Liens securing such Indebtedness or other obligations of the Borrower and its Subsidiaries and other obligors thereunder being repaid on the Closing Date.

(i) Borrower shall have obtained a consent from the First Lien Lenders authorizing the transactions contemplated hereunder and under the Loan Documents.

(j) The Administrative Agent’s receipt of a consolidated budget as customarily prepared by management for its internal use, setting forth the forecasted balance sheet, income statement, operating cash flows and Capital Expenditures of the Borrower and its Subsidiaries for the period from the Closing Date through the Maturity Date.

(k) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower attesting to the fact that the proceeds of the requested Loan will be used in compliance with Section 6.12.

(l) The representations and warranties of (i) the Borrower contained in Article V and (ii) each Loan Party contained in each other Loan Document or in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or, with respect to any representation or warranty that is itself modified or qualified by materiality or a “Material Adverse Effect” standard, such representation or warranty shall be true and correct in all respects) on and as of the Closing Date and after giving effect to the Credit Extension on the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date.

(m) No Default shall exist, or would result from the borrowing of the Term Loans on the Closing Date or the application of the proceeds thereof.

(n) The Administrative Agent shall have received a Loan Notice in accordance with the requirements of Section 2.02(a).

(o) The security interests created pursuant to the Blocked Account Agreement shall be effective and the Administrative Agent shall hold, for the benefit of the Fronting Arrangers, a valid and perfected first priority security interest in the Fronting Compensation Fee Account and the funds on deposit therein.

Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

The Borrower represents and warrants to the Administrative Agent and the Lenders that:

5.01 Existence, Qualification and Power. Each Loan Party and each Subsidiary thereof (a) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents and the First Lien Credit Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c), and in respect of Subsidiaries that are not Loan Parties, to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect.

5.02 Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document and First Lien Credit Document to which such Person is party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any material Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law.

5.03 Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, except (i) the filings referred to in Section 5.20 or otherwise required in order to perfect, record or maintain the security interests granted under the Security Documents and (ii) those that, if not obtained or made, would not reasonably be expected to have a Material Adverse Effect.

5.04 Binding Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).

(a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.

(b) The most recently delivered unaudited consolidated balance sheets of the Borrower and its Subsidiaries, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.

(c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect.

5.06 Litigation. There are no actions, suits, investigations, proceedings, claims or disputes pending or, to the knowledge of the Borrower, threatened or contemplated, at law, in

equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (b) either individually or in the aggregate would reasonably be expected to have a Material Adverse Effect.

5.07 No Default. Neither any Loan Party nor any Subsidiary thereof is in default under or with respect to any Contractual Obligation that would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.

(a) Each of the Borrower and each Material Subsidiary has good record and indefeasible title in fee simple to, or valid leasehold interests in, all material real property necessary or used in the ordinary conduct of its business, except for such defects in title as would not, individually or in the aggregate, (i) interfere with the ability of the Borrower or any Material Subsidiary, as applicable, to conduct its business as currently conducted or to utilize such real property and assets for their intended purposes or (ii) materially detract from the value of the real property. The property of the Borrower and its Material Subsidiaries is subject to no Liens, other than Liens permitted by Section 7.01. The real property of the Borrower and its Material Subsidiaries, taken as a whole, is in good operating order, condition and repair (ordinary wear and tear excepted).

(b) Each of the Borrower and each Material Subsidiary has complied with all material obligations under all material leases of real property to which it is a party, and all such material leases are in full force and effect. Each of the Borrower and each Material Subsidiary enjoys peaceful and undisturbed possession under all such material leases to which it is a party.

(c) As of the Closing Date, the Borrower has not received any written notice of any pending, nor does the Borrower have actual knowledge of any contemplated, condemnation proceeding affecting the Mortgaged Properties or any sale or Disposition thereof in lieu of condemnation.

(d) The Mortgaged Property of the Borrower and the Material Subsidiaries is zoned in all material respects to permit the uses for which such property is currently being used. The present uses of such Mortgaged Property and the current operations of the Borrower’s and each Material Subsidiaries’ business are not in material violation in any material respect of any provision of any applicable building codes, subdivision regulations, fire regulations, health regulations or building and zoning by-laws, the violation of which, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

(e) As of the Closing Date, none of the Borrower or any of its Material Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise Dispose of any Mortgaged Property or any interest therein. No claim has been made and remains outstanding that any of the Borrower’s or any Material Subsidiary’s use of any of its property does or may violate the rights of any third party that, individually or in the aggregate, has had, or would reasonably be expected to result in, a Material Adverse Effect.

(a) The Borrower and its Subsidiaries conduct in the ordinary course of business a review of the effect of any Environmental Laws, Environmental Liabilities and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Borrower and its Subsidiaries have reasonably concluded that such Environmental Laws, Environmental Liabilities and claims would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) each of the Borrower and its Subsidiaries are in compliance with all Environmental Laws and possess all permits required for its operations pursuant to any Environmental Law, and (ii) neither the Borrower nor its Subsidiaries are (A) conducting or funding any investigation, remediation, remedial action or cleanup of any Hazardous Materials or (B) subject to any pending, or to the knowledge of the Borrower, threatened actions, suits, investigations, proceedings, claims or disputes alleging that the Borrower or any of the Subsidiaries is in violation of any Environmental Law or has any Environmental Liability.

5.10 Insurance. The properties of the Borrower and its Material Subsidiaries are insured (i) with financially sound and reputable insurance companies that are not Affiliates of the Borrower, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Borrower or the applicable Subsidiary operates or (ii) through a captive insurance company permitted by Section 6.07.

5.11 Taxes. The Borrower and its Material Subsidiaries have filed all Federal, state and other material tax returns and reports required to be filed, and have paid all Federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. To the knowledge of the Borrower, there is no proposed tax assessment against the Borrower or any Subsidiary that would, if made, have a Material Adverse Effect. Neither any Loan Party nor any Material Subsidiary thereof is party to any tax sharing agreement other than the Tax Matters Agreement that constitutes a Borrower/SSL TopCo Agreement or any tax matters agreement that constitutes a Borrower/YieldCo Agreement or a Borrower/YieldCo II Agreement.

(a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state Laws. Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to

the best knowledge of the Borrower, nothing has occurred which would prevent, or cause the loss of, such qualification. The Borrower and each ERISA Affiliate have made all required contributions to each Plan subject to Section 412 or 430 of the Code or Section 302 or 303 of ERISA, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code or Section 302 of ERISA has been made with respect to any Plan.

(b) There are no pending or, to the best knowledge of the Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to result in a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.

(c) Except as, individually or in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect: (i) No ERISA Event has occurred or is reasonably expected to occur; (ii) no Plan has any Unfunded Pension Liability; (iii) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA.

5.13 Subsidiaries; Equity Interests. As of the Closing Date, the Borrower and the Loan Parties have no direct Subsidiaries (other than those not material to the interests of the Lenders) other than those included in the organizational chart attached as Part (a) of Schedule 5.13, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by a Loan Party in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens other than Liens permitted by Section 7.01(l). As of September 30, 2015, the Borrower has no Subsidiaries other than those included in the organizational chart attached as Part (a) of Schedule 5.13, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by a Loan Party (or by such other Person as indicated on such schedule) in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens other than Liens permitted by Section 7.01(l). As of the Closing Date, the Borrower has no material equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity Interests in the Borrower have been validly issued and are fully paid and nonassessable.

(a) The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying Margin Stock, or extending credit for the purpose of purchasing or carrying Margin Stock. No part of the proceeds of any Committed Borrowing will be used directly or indirectly to purchase or carry Margin Stock, or to extend credit to others for the purpose of purchasing or carrying any Margin Stock, in violation of any of the provisions of Regulation T, U or X of the FRB or any other regulation thereof or to violate the Securities Exchange Act of 1934.

(b) None of the Borrower, any Person Controlling the Borrower, or any Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940 or a “principal underwriter” of a “registered investment company” (as such terms are defined in the Investment Company Act of 1940).

5.15 Disclosure. No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time, it being recognized by the Administrative Agent and the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount.

5.16 Compliance with Laws. Each Loan Party and each Subsidiary thereof is in compliance with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

5.17 Taxpayer Identification Number. The true and correct U.S. taxpayer identification number of the Borrower is set forth on Schedule 10.02.

5.18 Intellectual Property; Licenses, Etc. The Borrower and its Subsidiaries own and have retained all rights to, or otherwise possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, Internet domain names and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, without conflict with the rights of any other Person, except for conflicts that would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, by the Borrower or any Subsidiary infringes upon any rights held by any other Person, except as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing is pending or, to the knowledge of the Borrower, threatened, which, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

5.19 Solvency. Each Loan Party is, individually and together with its Subsidiaries on a consolidated basis, Solvent.

5.20 Security Documents. Until terminated in accordance with the terms thereof, each of the Security Documents creates, as security for the Obligations purported to be secured thereby, a valid and enforceable perfected security interest in and Lien on all of the Collateral subject thereto from time to time (except for a perfection of a Lien on any Foreign IP Rights to the extent the cost of obtaining such perfection exceeds the practical benefit to the Lenders afforded thereby (as reasonably determined by the Administrative Agent)), in favor of the Administrative Agent or the Collateral Trustee, as applicable, for the benefit of the Secured Parties referred to in the Security Documents, superior to and prior to the rights of all third Persons other than rights of the First Lien Agent and subject to no other Liens (other than Liens permitted by Section 7.01 which would not have priority over the Liens securing the Obligations (a) other than (i) Liens in favor of the First Lien Agent, (ii) Liens permitted by Section 7.01(q) or (iii) Liens arising by operation of Law, and (b) except for (i) Liens to the extent permitted by Section 7.01(b) and (ii) pari passu Liens to the extent permitted by Section 7.01(v)); provided that all filings and recordations required hereby and by the Security Documents are properly filed and recorded. No filings or recordings are required in order to perfect the security interests created under any Security Document except (x) for filings or recordings required in connection with any such Security Document which shall have been made, or for which satisfactory arrangements have been made, upon or prior to the execution and delivery thereof (other than with respect to any filings or recordings required to perfect the security interests in Foreign IP Rights to the extent the cost of obtaining such perfection exceeds the practical benefit to the Lenders afforded thereby (as reasonably determined by the Administrative Agent) or in patents, trademarks, copyrights or other intellectual property acquired after the Closing Date) or (y) as otherwise contemplated by Section 6.17. All recording, stamp, intangible or other similar taxes required to be paid by any Person under applicable legal requirements or other laws applicable to the property encumbered by the Security Documents in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement thereof have been paid.

5.21 PATRIOT Act. To the extent applicable, each Loan Party and its Subsidiaries are in compliance, in all material respects, with (i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V, as amended), including the United States Treasury Department’s Office of Foreign Assets Control (“OFAC”) and any other enabling legislation or executive order relating thereto, and (ii) the PATRIOT Act. No part of the proceeds of the Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

5.22 Related Agreements. The Borrower has delivered to the Administrative Agent complete and correct copies of each First Lien Credit Document and of all exhibits and schedules thereto in effect as of the date hereof.

So long as any Lender shall have any Commitment hereunder or any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, the Borrower shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02, and 6.03)) cause (A) each Material Subsidiary (in the case of Sections 6.04, 6.07, 6.11, 6.13 and 6.14) and (B) each Subsidiary (in the case of Sections 6.06, 6.08, 6.09, 6.10, 6.12, 6.15 and 6.16) to:

(a) as soon as available, but in any event within ninety (90) days after the end of each fiscal year of the Borrower (commencing with the fiscal year ending December 31, 2015), a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, changes in shareholders’ equity, and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit, which financial statements shall include, commencing with the annual financial statement for the fiscal year ending December 31, 2015, any adjustments necessary to eliminate the assets, liabilities and results of operation of Unrestricted Subsidiaries (which may be in footnote form only) from such consolidated balance sheet and the related consolidated statements of income or operations and cash flows;

(b) as soon as available, but in any event within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (commencing with the fiscal quarter ending March 31, 2016), a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, the related consolidated statements of income or operations for such fiscal quarter and for the portion of the Borrower’s fiscal year then ended, and the related consolidated statements of changes in shareholders’ equity, and cash flows for the portion of the Borrower’s fiscal year then ended, in each case setting forth in comparative form, as applicable, the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes, which financial statements shall include (commencing with respect to YieldCo II and its subsidiaries, with the first quarterly financial statement to be delivered after the initial public offering of Equity Interest in YieldCo II) any adjustments necessary to eliminate the assets, liabilities and results of operation of Unrestricted Subsidiaries (which may be in footnote form only) from such consolidated balance sheet and the related consolidated statements of income or operations and cash flows;

(c) as soon as available, but in any event not later than sixty (60) days following the commencement of each fiscal year of the Borrower, a consolidated budget as customarily prepared by management for its internal use, setting forth the forecasted balance sheet, income statement, operating cash flows and Capital Expenditures of the Borrower and its Subsidiaries for the period covered thereby;

(d) concurrently with the delivery of annual and quarterly financial statements required by clauses (a) and (b) above, a reconciliation demonstrating in reasonable detail the amount of Non-Recourse Project Indebtedness of all Non-Recourse Subsidiaries.

As to any information contained in materials furnished pursuant to Section 6.02(d), the Borrower shall not be separately required to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in clauses (a) and (b) above at the times specified therein.

6.02 Certificates; Other Information. Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders:

(b) concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b) (commencing with the delivery of the financial statements for the fiscal year ending December 31, 2015), a duly completed Compliance Certificate signed by the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or controller of the Borrower;

(c) promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of the Borrower or any Subsidiary, or any audit of any of them;

(d) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto;

(e) promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities of any Loan Party pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to Section 6.01 or any other clause of this Section 6.02;

(f) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or other material inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof;

(g) concurrently with the delivery of the financial statements referred to in Section 6.01(a) and (b), a list of all Subsidiaries of the Borrower; and

(h) promptly, such additional information regarding the business, financial or corporate affairs of the Borrower or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request.

Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically, and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent on behalf of any Lender that requests delivery of such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly identified or designated as such, which may include adding the word “PUBLIC” prominently on the first page thereof; (x) by marking or otherwise identifying Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger and the Lenders to treat the Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent the Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any

Borrower Materials that are not marked “PUBLIC” or otherwise identified or designated as suitable for distribution to Public Lenders as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”

6.03 Notices. Promptly, and in any event within three (3) days thereof, notify the Administrative Agent:

(a) when the Borrower or any Subsidiary has any knowledge of the occurrence of any Default;

(b) when a Responsible Officer of the Borrower has knowledge of any matter that has resulted or would reasonably be expected to result in a Material Adverse Effect, including (to the extent such matter has resulted or would reasonably be expected to result in a Material Adverse Effect) (i) breach or non-performance of, or any default under, a material Contractual Obligation of the Borrower or any Subsidiary; (ii) any material dispute, litigation, investigation, proceeding or suspension between the Borrower or any Subsidiary and any Governmental Authority; (iii) the commencement of, or any material development in, any material litigation or proceeding affecting the Borrower or any Subsidiary, including pursuant to any applicable Environmental Laws or related to any Environmental Liabilities; or (iv) any significant adverse change in the Borrower’s or any Subsidiary’s relationship with, or any significant event or circumstance which is in the Borrower’s reasonable judgment likely to adversely affect the Borrower’s or any Subsidiary’s relationship with, (A) any customer (or related group of customers) representing more than 10% of the Borrower’s consolidated revenues during its most recent fiscal year, or (B) any supplier which is material to the operations of the Borrower and its Subsidiaries considered as an entirety;

(d) of material Dispositions of property or incurrence of material Indebtedness (other than Non-Recourse Project Indebtedness), in each case other than in the ordinary course of business; and

(e) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary.

Each notice pursuant to this Section 6.03 shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

6.04 Payment of Obligations. Pay and discharge as the same shall become due and payable, all its obligations and liabilities, including (a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower or such Subsidiary; (b) all lawful

claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower or such Subsidiary; and (c) all Indebtedness, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness; provided, that, in the case of any obligations or liabilities of a Non-Recourse Subsidiary, solely to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect.

6.05 Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its and its Subsidiaries’ legal existence and good standing under the Laws of the jurisdiction of its and their organization except in a transaction permitted by Section 7.04 or 7.05, except, in the case of its Subsidiaries, to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect; (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks and service marks to the extent legally able to be preserved, the non-preservation of which would reasonably be expected to have a Material Adverse Effect.

6.06 Maintenance of Properties. (a) (i) Maintain, preserve and protect all of its material properties (other than IP Rights) and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect; (ii) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so would not reasonably be expected to have a Material Adverse Effect; and (iii) use a standard of care no lower than that typical in the industry in the operation and maintenance of its facilities, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect and (b) maintain, preserve and protect all of its IP Rights that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person, except for conflicts that would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

6.07 Maintenance of Insurance. Maintain with financially sound and reputable insurance companies that are not Affiliates of the Borrower or a captive insurance company reasonably satisfactory to the Administrative Agent, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons, and Borrower will use commercially reasonable efforts to cause the applicable insurance policies of each Loan Party to provide for not less than ten (10) days’ prior notice to the Administrative Agent of termination, lapse or cancellation of such insurance.

6.08 Compliance with Laws. Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (i) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (ii) the failure to comply therewith would not reasonably be expected to have a Material Adverse Effect.

6.09 Compliance with Environmental Laws. Without limitation of Section 6.08:

(a) comply with all Environmental Laws applicable to the ownership, lease or use of all real property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries, except where the failure to so comply would not reasonably be expected to have a Material Adverse Effect, and promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance or related to any Environmental Liabilities, except to the extent that such compliance with Environmental Laws or Environmental Liabilities are being contested in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP;

(b) keep or cause to be kept all such real property free and clear of any Liens imposed pursuant to such Environmental Laws which are not permitted under Section 7.01;

(c) neither generate, use, treat, store, release nor dispose of, nor permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any real property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries, nor transport or permit the transportation of Hazardous Materials to or from any such real property other than in compliance with applicable Environmental Laws and in the ordinary course of business in a manner not reasonably expected to result in any Environmental Liabilities, except for such noncompliance as would not have, and which would not be reasonably expected to have, a Material Adverse Effect; and

(d) if required to do so under any applicable order of any Governmental Authority or pursuant to any Environmental Law, undertake any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any real property owned, leased or operated by the Borrower or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders of all Governmental Authorities, except to the extent that the Borrower or such Subsidiary is contesting such order in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by GAAP.

6.10 Books and Records. Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP (or in the case of Foreign Subsidiaries, an accounting system that can be readily converted to GAAP) consistently applied shall be made of all financial transactions and matters involving the assets and business of the Borrower or such Subsidiary, as the case may be.

6.11 Inspection Rights. As to Loan Parties only, permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the expense of the Borrower and at such reasonable

times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided, however, that when an Event of Default exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice. Without limiting the generality of this Section 6.11, it is understood and agreed that a financial advisor to the Administrative Agent is a representative or an independent contractor of the Administrative Agent for all purposes of this Section 6.11.

6.12 Use of Credit Facility. Use the Credit Extensions solely (i) to refinance the Existing Second Lien Credit Agreement, (ii) to refinance the Existing Margin Loan Agreement, (iii) to pay fees and expenses related to this Agreement, the other Loan Documents, the refinancing of the Existing Second Lien Credit Agreement, the refinancing of the Existing Margin Loan Agreement and the transactions related thereto and hereto, and (iv) for general corporate purposes.

6.13 Additional Subsidiary Guarantors and Grantors. Except in the event such Person is an Excluded Subsidiary, notify the Administrative Agent at the time that any Person becomes a Domestic Subsidiary or a First-Tier Foreign Subsidiary (the “New Subsidiary”), and within forty-five (45) days thereafter (unless such time is extended by up to ninety (90) additional days by the Administrative Agent in its sole discretion):

(a) if the New Subsidiary is a Domestic Subsidiary that is not an Excluded Subsidiary, cause such New Subsidiary to (i) become a Guarantor by executing and delivering to the Administrative Agent a Guaranty Joinder Agreement (or such other document as the Administrative Agent shall reasonably deem appropriate for the purpose of joining such New Subsidiary to the Guaranty); (ii) become a party to the Pledge and Security Agreement by executing and delivering to the Collateral Trustee a Pledge and Security Agreement Joinder (or such other document as the Administrative Agent or the Collateral Trustee shall reasonably deem appropriate for the purpose of joining such New Subsidiary to the Pledge and Security Agreement); (iii) execute and deliver Mortgages with respect to real property (as and to the extent required pursuant to Section 6.14(b)), and such other Security Documents as the Administrative Agent or the Collateral Trustee may request; and (iv) take such actions necessary or advisable to grant to the Collateral Trustee, for the benefit of the Secured Parties a perfected Second Priority security interest in real property (as and to the extent required pursuant to Section 6.14(b)) and the Collateral described in the Pledge and Security Agreement and any other Security Document with respect to such New Subsidiary, including the filing of Mortgages, UCC financing statements, filings related to IP Rights, and such other filings in such jurisdictions as may be required by such Mortgage or the Pledge and Security Agreement or other Security Document or by law or as may be requested by the Administrative Agent or the Collateral Trustee (it being understood and agreed that neither First Wind Holdings nor Apollo Holdings constitutes a Non-Recourse Subsidiary or an Excluded Subsidiary and that the Borrower shall comply (and shall cause its Subsidiaries to comply) with this Section 6.13(a) with respect to First Wind Holdings and Apollo Holdings);

(b) if any one or more Domestic Subsidiaries that own any Equity Interest in such New Subsidiary is not a Non-Recourse Subsidiary and is not at such time a Guarantor (or if any

new Subsidiary is formed to hold any Equity Interests in YieldCo, YieldCo Intermediate, YieldCo II or YieldCo II Intermediate (in which case such Subsidiary must be a Domestic Subsidiary)), cause each such Domestic Subsidiary to (i) become a Guarantor by executing and delivering to the Administrative Agent a Guaranty Joinder Agreement (or such other document as the Administrative Agent shall reasonably deem appropriate for the purpose of joining such Domestic Subsidiary to the Guaranty); (ii) become a party to the Pledge and Security Agreement by executing and delivering to the Collateral Trustee a Pledge and Security Agreement Joinder (or such other document as the Administrative Agent or the Collateral Trustee shall reasonably deem appropriate for the purpose of joining such Domestic Subsidiary to the Pledge and Security Agreement); (iii) execute and deliver Mortgages with respect to real property (as and to the extent required pursuant to Section 6.14(b)), and such other Security Documents as the Administrative Agent or the Collateral Trustee may request, and (iv) take such actions necessary or advisable to grant to the Collateral Trustee, for the benefit of the Secured Parties a perfected Second Priority security interest in real property (as and to the extent required pursuant to Section 6.14(b)), and the Collateral described in the Pledge and Security Agreement and any other Security Document with respect to such Domestic Subsidiary, including the filing of Mortgages, UCC financing statements, filings related to IP Rights, and such other filings in such jurisdictions as may be required by such Mortgage or the Pledge and Security Agreement or other Security Document or by law or as may be requested by the Administrative Agent or the Collateral Trustee;

(c) if any Equity Interests of the New Subsidiary are owned by the Borrower or any Guarantor that is at such time a party to the Pledge and Security Agreement, cause the Borrower or such Guarantor to provide supplements, schedules and updates to the Pledge and Security Agreement to cause such Equity Interests to be pledged, or confirm the pledge thereof, in accordance with the terms of the Pledge and Security Agreement, and to deliver such filings, certificates, stock powers and other documents, all as are reasonably necessary or desirable to perfect the Second Priority Lien of the Collateral Trustee, for the benefit of the Secured Parties in such Equity Interests; and

(d) in connection with the execution and delivery of any documents required by clauses (a) through (c) above, unless specifically covered by a prior delivery or waived by the Administrative Agent in its reasonable discretion, the New Subsidiary and each other applicable Person shall deliver to the Collateral Trustee documents of the types referred to in Section 4.01(b) (other than Notes) including favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clauses (a) through (c) above), all in form, content and scope reasonably satisfactory to the Administrative Agent or the Collateral Trustee.

In addition to the foregoing, and notwithstanding any of the foregoing to the contrary, if within one hundred eighty (180) days after completion of a Solar Energy System any Subsidiary that is (x) a Domestic Subsidiary and (y) a Material Subsidiary has not entered into (and is not otherwise restricted by) a Non-Recourse Project Indebtedness transaction, sale-leaseback or loan transaction, purchase and sale agreement or other binding financing or purchase commitment with respect to such Solar Energy System, the Borrower shall promptly inform the Administrative Agent of such fact and such Subsidiary shall at such time constitute a New Subsidiary and shall comply with the requirements of this Section for New Subsidiaries within

the times provided above, with the time for such compliance beginning on the 180^th day after completion of such Solar Energy System. If any such Subsidiary has become a Guarantor in accordance with this Section and later enters into, or informs the Administrative Agent that it intends to enter into, Non-Recourse Project Indebtedness, a sale-leaseback or loan transaction, purchase and sale agreement or other binding financing or purchase commitment with respect to such Solar Energy System, then the Administrative Agent shall release such Subsidiary from its Guaranty and the Collateral Trustee shall release such Subsidiary from its Security Documents, and the Collateral Trustee shall release the pledge of its Equity Interest by its parent, in each case to the extent the pledge of its Equity Interests or its continuing to be a Guarantor or its grant of a Lien pursuant to the Security Documents would not be permitted by the terms of such Non-Recourse Project Indebtedness, and the Administrative Agent and Collateral Trustee are expressly authorized by the Lenders to take such actions as are necessary to effectuate each such release. Notwithstanding anything herein to the contrary, no Foreign Subsidiary that is a Controlled Foreign Corporation shall become a Guarantor or a Grantor (as defined in the Pledge and Security Agreement).

Notwithstanding anything in this Section 6.13 to the contrary, any Subsidiary (including any Excluded Subsidiary) that Guarantees any Indebtedness permitted pursuant to Section 7.03(g)(i) and (iii), (h), (l) or (u) shall also Guarantee the Obligations pursuant to the terms of this Agreement and the other Loan Documents.

(e) Notwithstanding anything in this Section 6.13 to the contrary, any obligation to deliver certificates evidencing Equity Interests to be pledged, or to deliver stock powers or other documents or to take any other action to establish possession or control over the Collateral by the Collateral Trustee shall be deemed satisfied to the extent that such certificates, documents, or Collateral has been delivered pursuant to Section 6.13 of the First Lien Credit Agreement to the First Lien Agent for the benefit of the First Lien Lenders in accordance with the Intercreditor Agreement.

6.14 Additional Collateral. (a) With respect to any property acquired after the Closing Date by any Loan Party (other than (1) any property described in paragraph (b) of this Section 6.14 and (2) any property excluded from the obligation to be made subject to a Lien pursuant to the Security Documents) as to which the Collateral Trustee, for the benefit of the Secured Parties, does not have a perfected Second Priority Lien, promptly (i) execute and deliver to the Collateral Trustee such amendments to the Pledge and Security Agreement or such other documents as the Administrative Agent or Collateral Trustee reasonably deems necessary or advisable to grant to the Collateral Trustee, for the benefit of the Secured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Collateral Trustee, for the benefit of the Secured Parties, a perfected Second Priority security interest in such property (subject to Liens permitted under Section 7.01), including the filing of filings with respect to IP Rights (other than any filings in any jurisdiction other than the U.S. to perfect a Lien on any Foreign IP Rights to the extent the cost of obtaining such perfection exceeds the practical benefit to the Lenders afforded thereby (as reasonably determined by the Administrative Agent or the Collateral Trustee)), UCC financing statements, and other filings and in such jurisdictions as may be required by the Pledge and Security Agreement, other Security Documents or by law or as may be requested by the Administrative Agent or the Collateral Trustee.

(b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by any Loan Party (or owned by any Person at the time it becomes a Loan Party), (a) if such Loan Party acquired such real property with the intention to construct a Solar Energy System thereon, but has not yet commenced such construction within six months of such acquisition (unless a longer period is agreed to by the Administrative Agent in its sole discretion), on such six month anniversary of such acquisition or (b) if such Loan Party did not acquire such real property with the intention to construct a Solar Energy System thereon or if such real property is owned by any Person at the time it becomes a Loan Party, within sixty (60) days after the date of acquisition of such real property or the date such Person becomes a Loan Party, unless, in the case of each of clauses (a) and (b), a longer period is granted by Administrative Agent in its sole discretion, (i) execute and deliver a Second Priority Mortgage, in favor of the Collateral Trustee, for the benefit of the Secured Parties, covering such real property, (ii) with respect to such real property, deliver to the Administrative Agent and the Collateral Trustee all information, documentation and certifications described in Schedule 6.14(b) hereto, and (iii) deliver to the Administrative Agent and the Collateral Trustee a certificate of a Responsible Officer of Borrower, affirming the representations contained in Section 5.08 with respect to such real property, except that all references to the “Closing Date” contained in Section 5.08 shall instead be construed to refer to the date of delivery of such certificate.

(c) Notwithstanding anything to the contrary, the Borrower and each Loan Party shall be required to make a Second Priority pledge of its Equity Interests in (A) a Non-Recourse Subsidiary unless (and so long as) such pledge of such Equity Interests is prohibited by the terms of any Non-Recourse Project Indebtedness of such Non-Recourse Subsidiary, (B) YieldCo and YieldCo Intermediate (provided; that (1) with respect to the Equity Interests in YieldCo and YieldCo Intermediate that are released from Liens securing obligations under the Existing Margin Loan Agreement on the Closing Date, all actions required by the Administrative Agent or the Collateral Trustee to perfect the Lien of the Collateral Trustee on such Equity Interests shall be taken within the earlier of (x) 30 calendar days (as such period may be extended by the Administrative Agent in its sole discretion) after the Closing Date and (y) the date on which such Lien is perfected by delivery of the certificates evidencing such Equity Interests to the First Lien Agent, and (2) with respect to the Equity Interests in YieldCo and YieldCo Intermediate that constitutes collateral securing the Permitted Seller Notes, such Equity Interests shall be pledged by each applicable Loan Party, and all actions required by the Administrative Agent or the Collateral Trustee to perfect the Lien of the Collateral Trustee on such Equity Interests shall be taken, by the earlier of (x) 30 calendar days (as such period may be extended by the Administrative Agent in its sole discretion) after the release of the applicable Equity Interests from the Liens granted under the Permitted Seller Notes and (y) the date on which such Lien is perfected by delivery of the certificates evidencing such Equity Interests to the First Lien Agent), (C) each of the Loan Party Service Providers, (D) YieldCo II and YieldCo II Intermediate, (E) the Intermediate Holdings, (F) any Warehouse Entity (if any equity interest therein is directly held or owned by Borrower or any Guarantor), (G) First Wind Holdings, and (H) Apollo Holdings and all Equity Interests held by Apollo Holdings. If the Equity Interests in any Non-Recourse Subsidiary have been pledged in accordance with this Section (in each case excluding, for the avoidance of doubt, any Equity Interests in any Loan Party or any Unrestricted Subsidiary, including YieldCo, YieldCo II, YieldCo Intermediate and YieldCo II Intermediate, to which this sentence shall not apply) and such Non-Recourse Subsidiary later enters into, or

informs the Administrative Agent that it intends to enter into, Non-Recourse Project Indebtedness, then the Collateral Trustee shall release its Lien on the Equity Interests in such Non-Recourse Subsidiary to the extent the pledge of such Equity Interests would not be permitted by the terms of such Non-Recourse Project Indebtedness, and the Administrative Agent and the Collateral Trustee are expressly authorized by the Lenders to take such actions as are necessary to effectuate each such release. Notwithstanding anything to the contrary, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective to release Liens on the Equity Interests in YieldCo, YieldCo II, YieldCo Intermediate or YieldCo II Intermediate that constitute Collateral in order for such Equity Interests to be provided as collateral securing any Indebtedness (other than Obligations and the First Lien Loan Obligations).

(d) Borrower has informed the Administrative Agent that Computershare Trust Company, N.A., as transfer agent and registrar (together with any other Person acting as the transfer agent and registrar for any Specified Stock Certificate (as hereinafter defined), the “Transfer Agent”), which issues the certificates described in Section 6.14(d) of the First Lien Credit Agreement (collectively, the “Specified Stock Certificates” and each a “Specified Stock Certificate”), will require, in the event a Specified Stock Certificate is lost or destroyed, a posting of a bond in an amount of up to 3% (or such higher amount as may be required by the applicable Transfer Agent from time to time) of the value of the lost or destroyed Specified Stock Certificate for the Transfer Agent to issue a replacement stock certificate. To facilitate the pledging of the Specified Stock Certificates by a delivery thereof to the Collateral Trustee (but not, for the avoidance of doubt, by delivery thereof to the First Lien Agent), the Lenders and the Administrative Agent agree with Borrower that, in the event a Specified Stock Certificate, after being delivered to the Collateral Trustee (but not, for the avoidance of doubt, after being delivered to the First Lien Agent), is lost or destroyed prior to being returned to and received by the Borrower (or the relevant Loan Party), the Administrative Agent will deliver (and the Lenders authorize the Administrative Agent to deliver) such bond to the Transfer Agent following receipt by the Administrative Agent of the payment by each Lender of its pro rata share of the cost of such bond (and each Lender agrees to make such payment within five (5) Business Days of receipt of a written request therefor from the Administrative Agent); provided, that if such loss or destruction is a result of the Administrative Agent’s gross negligence or willful misconduct as determined by a court of competent jurisdiction by a final and nonappealable judgment, the Administrative Agent shall reimburse each Lender for the amount so paid by such Lender in respect of such bond.

(e) Notwithstanding anything in this Section 6.14 to the contrary, any obligation to deliver certificates evidencing Equity Interests to be pledged or to deliver stock powers or other documents or to take any other action to establish possession or control over the Collateral by the Collateral Trustee shall be deemed satisfied to the extent that such certificates, documents, or Collateral has been delivered pursuant to Section 6.14 of the First Lien Credit Agreement to the First Lien Agent for the benefit of the First Lien Lenders in accordance with the Intercreditor Agreement.

(f) Notwithstanding anything in this Section 6.14 to the contrary and subject to Section 6.17, except for the Fronting Fee Compensation Account and the funds on deposit

therein, which shall not constitute collateral securing the First Lien Loan Obligations, the collateral securing the First Lien Loan Obligations, on the one hand, and the Collateral securing Second Lien Obligations, on the other hand, shall be identical and no Loan Party shall grant or permit any additional Liens on any asset or property to secure any First Lien Loan Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure the Second Lien Obligations.

6.15 Material Contracts. Perform and observe all the terms and provisions of each contract containing material Contractual Obligations, each Borrower/SSL TopCo Agreement, each Borrower/YieldCo Agreement and each Borrower/YieldCo II Agreement (each a “Material Contract”) to be performed or observed by it, maintain each such Material Contract in full force and effect, and enforce each such Material Contract in accordance with its terms, except, in any case, where the failure to do so, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

6.16 Further Assurances. Promptly upon request by the Administrative Agent, or any Lender through the Administrative Agent, (a) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Loan Documents, (ii) to the fullest extent permitted by applicable Law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Security Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Security Documents and any of the Liens intended to be created thereunder and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries to do so. Notwithstanding anything to the contrary in this Agreement or in the Security Documents, neither any Loan Party nor any Subsidiary shall have any obligation to perfect Liens in any Foreign IP Rights to the extent the cost of obtaining such perfection exceeds the practical benefit to the Lenders afforded thereby (as reasonably determined by the Administrative Agent).

6.17 Post-Closing Matters. The Borrower shall, and shall cause each other Loan Party to, comply with the requirements set forth on Schedule 6.17 within the time periods set forth therein (as any such period may be extended by the Administrative Agent in its sole discretion).

6.18 Lenders Meetings. The Borrower will, upon the request of Administrative Agent or Required Lenders, participate in a meeting of the Administrative Agent and Lenders once during each fiscal year to be held at the Borrower’s corporate offices (or at such other location as may be agreed to by the Borrower and Administrative Agent) at such time as may be agreed to by Borrower and Administrative Agent.

6.19 Issuance of Warrants. Borrower shall issue Warrants to each Initial Lender (other than the Fronting Arrangers) and each Schedule 2.09 Lender on the Closing Date (each a “Warrant Holder”), for the account of such Warrant Holder or its designee, to purchase the number of shares of the common stock of the Borrower set forth opposite the name of such Person on Schedule 6.19, which number shall correspond to 39,526 shares of common stock of the Borrower per $1,000,000 of Term Loans provided by such Lender. Notwithstanding anything to the contrary in the foregoing, no such issuance shall be required or shall be effective unless and until the Person to whom the Warrant is to be issued pursuant to this Section 6.19 countersigns the applicable Warrant (thereby making the representations set forth in the form of Warrant attached as Exhibit B hereto). For U.S. federal income tax purposes, the Term Loans to be held by the Warrant Holders, together with the Warrants, shall be treated as an investment unit, and the “issue price” of the Term Loans shall be determined by the Borrower (in consultation with the Administrative Agent) based on the relative fair market values of the Term Loans and the Warrants on the “issue date”. For purposes of the preceding sentence, the issue date shall be the first date on which a substantial amount of the Term Loans are in good faith believed by the Borrower to be sold to persons other than bond houses, brokers or similar organizations acting in the capacity of underwriters, placement agents or wholesalers. The Borrower will provide any information reasonably requested from time to time by the Administrative Agent or any Lender regarding the original issue discount associated with any Term Loans for U.S. federal income tax purposes.

6.20 Management Services and Operation and Maintenance Service Providers. In the event that the Borrower or any Subsidiary provides management services or operations and maintenance services for one or more solar projects in the continental United States, direct the applicable counterparty under such management services agreement or operations and maintenance agreement to pay all amounts owed to such service provider into an account of a Loan Party Service Provider that has been pledged to the Administrative Agent as security for the Obligations and is subject to a control agreement pursuant to the Security Documents; provided, that Borrower shall be afforded forty-five (45) days following the Closing Date to cause compliance with the foregoing with respect to any management services or operations and maintenance services being provided prior to the Closing Date.

So long as any Lender shall have any Commitment hereunder or any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, the Borrower shall not, nor shall it permit any Material Subsidiary (in the case of Sections 7.01, 7.02, 7.03, 7.04, 7.05, 7.08, 7.09, 7.12, 7.13 and 7.15) or Subsidiary (in the case of Sections 7.06, 7.07, 7.10, 7.14, 7.16 and 7.17) to:

7.01 Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

(a) (i) Liens in favor of the Administrative Agent for the benefit of Secured Parties granted pursuant to Section 2.09(b) and (ii) Liens in favor of the Collateral Trustee for the benefit of Secured Parties granted pursuant to any Security Document securing the Second Lien Obligations;

(b) Liens existing on the Closing Date (x) listed on Schedule 7.01 or (y) that do not secure or benefit obligations in excess of $287,500 individually or $11,500,000 in the aggregate, and any renewals or extensions of any of the foregoing; provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except, in the case of Liens listed on Schedule 7.01, as contemplated by Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed other than in connection with a transaction permitted by Section 7.04, and (iv) in the case of Liens listed on Schedule 7.01, any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b);

(c) Liens for taxes not yet due and payable or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business, which do not in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the Borrower or any Subsidiary, and which are (i) not overdue for a period of more than thirty (30) days after the Borrower or any Subsidiary obtained actual knowledge of such Lien or (ii) being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;

(e) Liens (including pledges or deposits) to secure the performance of statutory obligations, insurance, surety or appeal bonds, workers compensation obligations, performance bonds or other obligations of a like nature incurred in the ordinary course of business (including Liens to secure letters of credit issued to assure payment of such obligations);

(f) deposits to secure the performance of bids, trade contracts, solar incentive reservations, utility queue interconnection positions and leases (in each case not constituting Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, either individually or in the aggregate, would not reasonably be expected to (i) have a Material Adverse Effect, (ii) cause a substantial and prolonged interruption or disruption of the business activities of the Borrower and its Subsidiaries, considered as an entirety, as currently conducted or (iii) materially detract from the value of any material real property;

(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h);

(i) leases or subleases granted to others not interfering in any material respect with the business of the Borrower and its Subsidiaries, taken as a whole, and any interest or title of a lessor under any lease not in violation of this Agreement;

(j) Liens arising from the rights of lessors under leases (including sale and leaseback transactions and financing statements regarding property subject to lease) not in violation of the requirements of this Agreement, provided that such Liens are only in respect of the property subject to, and secure only, the respective lease (and any other lease with the same or an affiliated lessor);

(k) rights of setoff imposed by Law upon deposit of cash or securities in favor of banks, securities intermediaries, commodities intermediaries, brokers or dealers incurred in the ordinary course of business and accounts maintained with such banks, securities intermediaries, commodities intermediaries, brokers or dealers and the cash or securities in such accounts;

(l) (A) Liens securing Indebtedness permitted under Section 7.03(f)(i); provided that such Liens do not at any time encumber any property other than the property of the applicable Non-Recourse Subsidiary owing such Indebtedness and/or Non-Recourse Subsidiaries that own and/or operate completed Solar Energy Systems and/or develop or construct one or more Solar Energy Systems financed or refinanced by such Indebtedness and the Equity Interests in Non-Recourse Subsidiaries and (B) Liens securing Indebtedness permitted under Section 7.03(f)(ii) and 7.03(i); provided that, in the case of this part (B), (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition;

(m) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower in a transaction permitted hereby; provided that (i) such Liens were not created in contemplation of such merger, consolidation or Investment and (ii) no such Liens extend to any assets other than those of the Person merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary;

(n) any Lien securing Indebtedness of a Foreign Subsidiary permitted by Section 7.03(g)(ii) so long as the aggregate outstanding principal amount of such Indebtedness secured by such Liens does not at any time exceed $48,000,000 less the amount of Indebtedness of Foreign Subsidiaries secured by Liens permitted by clause (m) above;

(o) licenses of intellectual property, including patents, copyrights and trademarks held by the Borrower or any of its Subsidiaries, not securing Indebtedness and not interfering in any material respect with the business of Borrower and its Subsidiaries, taken as a whole;

(p) Liens on insurance policies and proceeds thereof, or other deposits, to secure insurance premium financings;

(q) Liens securing Indebtedness permitted by Section 7.03(m) as long as (i) such Liens secure such Indebtedness on a senior basis to the Liens securing Obligations and on a pari passu

basis with Liens securing First Lien Loan Obligations, in each case pursuant to the terms of the Intercreditor Agreement, (ii) no such Liens are on any property or assets of Borrower or any Subsidiary other than the Collateral, and (iii) the holders of such Indebtedness (or their representative) shall become a party to the Intercreditor Agreement;

(r) Liens on a Non-Recourse Subsidiary’s Equity Interests or assets of such Non-Recourse Subsidiary securing seller’s repurchase rights granted by the Borrower or a Subsidiary to a seller of such Non-Recourse Subsidiary in connection with an acquisition agreement for the acquisition by the Borrower or a Subsidiary of such Non-Recourse Subsidiary pursuant to which Permitted Deferred Acquisition Obligations are incurred;

(s) Liens granted to a buyer (who is not an Affiliate of the Borrower) of (i) renewable energy credits from a Governmental Authority, (ii) performance-based incentives from a public utility or (iii) similar credits and incentives generated by the operation of Solar Energy Systems, in each case by a Loan Party on such Loan Party’s rights and benefits under a purchase agreement pursuant to which such Loan Party purchased such credits and incentives from a Non-Recourse Subsidiary that generated them;

(t) Liens securing Indebtedness permitted under Section 7.03(t) and subject to the Intercreditor Agreement;

(w) Liens securing Specified Convertible Bond Exchange Refinancing as long as (i) such Liens secure such Indebtedness on a junior basis to the Liens securing the Obligations and on a junior basis to Liens securing First Lien Loan Obligations, in each case pursuant to the terms of an Intercreditor Agreement (as amended and restated in form and substance reasonably satisfactory to the Required Lenders to include such Liens as “silent” third-lien ranking Liens), (ii) no such Liens are on any property or assets of the Borrower or any Subsidiary other than the Collateral, and (iii) the holders of such Indebtedness (or their representative) become a party to the Intercreditor Agreement; and

(x) additional Liens so long as the aggregate amount secured by such Liens is not in excess of $45,000,000.

(a) Investments held by the Borrower or such Subsidiary in the form of cash or Cash Equivalents;

(b) advances to officers, directors and employees of the Borrower and its Subsidiaries in an aggregate amount not to exceed $6,000,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes;

(c) any endorsement of a check or other medium of payment for deposit or collection, or any similar transaction in the normal course of business;

(d) (i) Investments by the Borrower and its Subsidiaries outstanding on the First Lien Closing Date and set forth on Schedule 7.02, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, and (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties;

(e) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;

(g) the purchase or other acquisition of all of the Equity Interests in, or all or substantially all of the property of, any Person that, if such purchase or other acquisition is of the Equity Interest, upon the consummation thereof, will be wholly-owned directly by the Borrower or one or more of its wholly-owned Subsidiaries (including as a result of a merger or consolidation); provided that, with respect to each purchase or other acquisition made pursuant to this Section 7.02(g):

(i) any such newly-created or acquired Subsidiary shall comply with the requirements of Section 6.13, if applicable;

(ii) the lines of business of the Person to be (or the property of which is to be) so purchased or otherwise acquired shall be substantially the same lines of business as one or more of the principal businesses of the Borrower and its Subsidiaries in the ordinary course;

(iii) such purchase or other acquisition shall not include or result in any contingent liabilities that could reasonably be expected to be material to the business, financial condition, operations or prospects of the Borrower and its Subsidiaries, taken as a whole (as determined in good faith by the board of directors (or the persons performing similar functions) of the Borrower or such Subsidiary if the board of directors is otherwise approving such transaction and, in each other case, by a Responsible Officer);

(iv) such purchase or other acquisition is not actively opposed by the board of directors (or similar governing body) of the selling Person or the Person whose Equity Interests are to be acquired, unless all of the Lenders specifically approve or consent to such purchase or other acquisition in writing;

(v) with respect to each such purchase or other acquisition for which (x) the Acquisition Consideration equals or exceeds $28,750,000 or (y) the Acquisition Consideration, together with the Acquisition Consideration of all such purchases or other consummated prior thereto, equals or exceeds $86,250,000:

and the Lenders pursuant to Section 6.01(a) or (b) as though such purchase or other acquisition had been consummated as of the first day of the fiscal period covered thereby, shall not be greater than a ratio 1.725 lower than the Consolidated Leverage Ratio required at such time by Section 7.11(a); and

(B) immediately after giving effect to such purchase (or other acquisition, in addition to compliance with subpart (A) above), the Liquidity Amount shall be greater than or equal to the minimum Liquidity Amount required by Section 7.11(b) (such compliance to be determined on the basis of the Liquidity Amount as of the date of measurement);

(vi) immediately before and immediately after giving pro forma effect to any such purchase or other acquisition, no Default shall have occurred and be continuing; and

(vii) at least ten (10) Business Days (or such shorter period as the Administrative Agent may agree) prior to the date on which any such purchase or other acquisition to which clause (v) applied, the Borrower shall have delivered to the Administrative Agent and each Lender (x) a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders, certifying that all of the requirements set forth in clauses (v) and (vi) above have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition and setting forth in reasonable detail the calculations of the Consolidated Leverage Ratio required by clause (v)(A) above and the minimum Liquidity Amount test required by clause (v)(B) above, and (y) audited (or, if the same are unavailable, unaudited) financial statements for the acquired businesses for the most recent fiscal year;

(h) Investments acquired by the Borrower or any of its Subsidiaries (i) in exchange for any other Investment held by the Borrower or any such Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment, or (ii) as a result of a foreclosure by the Borrower or any of its Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(i) Investments in EverStream Solar Infrastructure Fund I LP made (x) prior to the Closing Date and (y) subsequent to the Closing Date in an aggregate amount not to exceed $10,800,000;

(j) Investments in Persons who are party to a Solar Project Contractual Obligation with a Subsidiary or Controlled Person; provided that such Investments shall be limited to the amount of scheduled payments payable by such Person to such Subsidiary or Controlled Subsidiary pursuant to such Solar Project Contractual Obligation;

(k) other Investments in Solar Energy Systems and Persons engaged in designing, developing, constructing, operating and owning Solar Energy Systems;

(m) Investments in any 2018 Convertible Notes Bond Hedge Transaction, any 2021 Convertible Notes Bond Hedge Transaction, any 2020 Convertible Notes Bond Hedge Transaction, any 2022 Convertible Notes Call Transaction, any 2023 Convertible Notes Call Transaction, any 2025 Convertible Notes Call Transaction and any Permitted Refinancing Hedge Transaction;

(n) (i) Cash Investments in YieldCo and YieldCo Intermediate in an aggregate amount not to exceed $120,000,000 as long as the proceeds of such Cash Investments are not used by YieldCo to fund any dividends, (ii) contributions of Non-Recourse Subsidiaries owning and operating Alternative Fuel Energy Systems and products related thereto and components thereof to the capital of YieldCo Intermediate, (iii) Cash Investments in YieldCo II and YieldCo II Intermediate in an aggregate amount not to exceed $120,000,000 as long as the proceeds of such Cash Investments are not used by YieldCo II to fund any dividends, (iv) contributions of Non-Recourse Subsidiaries owning and operating Alternative Fuel Energy Systems and products related thereto and components thereof to the capital of YieldCo II or YieldCo II Intermediate, (v) Investments pursuant to the Interest Payment Agreement referenced in clause (i) of the definition of “Borrower/YieldCo Agreements” in an aggregate amount not to exceed $57,600,000 (plus interest on any Overdue Amount (as defined in such Interest Payment Agreement) in accordance with Section 3 of such Interest Payment Agreement) during the term of this Agreement and (vi) Investments pursuant to the Interest Payment Agreement referenced in clause (i) of the definition of “Borrower/YieldCo II Agreements” in an aggregate amount not to exceed $75,600,000 (plus interest on any Overdue Amount (as defined in such Interest Payment Agreement) in accordance with Section 3 of such Interest Payment Agreement) during the term of this Agreement;

(o) without limiting Section 7.02(cc), Investments in joint ventures or other business combinations formed for the purpose of manufacturing, selling, purchasing, or distributing polysilicon, crystal, or modules, or for the purpose of manufacturing, selling, purchasing or distributing wafers, cells, modules, trackers, inverters, and other balance-of-system components (“Poly/Crystal/Module JV”), which Investments in any such Poly/Crystal/Module JV shall be funded solely with the proceeds received after the Closing Date from the sale or licensing of the Borrower’s or a Subsidiary’s IP Rights permitted to be sold or licensed hereunder to a Person (other than the Borrower or Subsidiary) that is a joint venture partner in such Poly/Crystal/Module JV, and/or the proceeds received after the Closing Date from the sale of the Borrower’s or any Subsidiary’s proprietary equipment to such Poly/Crystal/Module JV (it being understood and agreed that the proceeds of such sales or licensing to a joint venture partner of such Poly/Crystal/Module JV and the proceeds of such sale of proprietary equipment to such Poly/Crystal/Module JV shall be used only to make Investments in such Poly/Crystal/Module JV and no other joint venture or business combination, unless such proceeds received after the Closing Date are received in cash by the Borrower or its Subsidiaries and are otherwise permitted to be Invested under Section 7.02(cc));

(p) Borrower may make payments required to be made by the Borrower pursuant to the terms of any of the Borrower/SSL TopCo Agreements;

(r) to the extent constituting an Investment, Guarantees by the Borrower or any of its Subsidiaries of Contractual Obligations of Warehouse Entities; provided, that the operations, development and construction activities of such Warehouse Entities are controlled directly or indirectly by the Borrower or any of its subsidiaries (but not controlled directly or indirectly by YieldCo, YieldCo Intermediate, YieldCo II, YieldCo Intermediate or any of their subsidiaries) (in each case excluding Contractual Obligations for borrowed money) under power purchase agreements, renewable energy credit purchase contracts, tax indemnities, operation and maintenance agreements, development contracts, construction contracts, management services contracts, warranties, and other similar ordinary course contracts entered into in connection with such Person owning, operating, developing or constructing (but not financing) one or more Solar Energy Systems; provided such Guarantees remain in effect only for so long as such Solar Energy System is owned by the Warehouse Entity, and otherwise promptly terminated at the time such Solar Energy System is sold or transferred from the Warehouse Entity;

(s) the Apollo Acquisition as long as, on or prior to the date of the consummation of the Apollo Acquisition, the Borrower has disclosed to the Lenders in writing the SSC Cap (as defined below) and delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower attaching a copy of the Apollo Sponsor Support Agreement and certifying that such copy is a true, correct and complete copy of the Apollo Sponsor Support Agreement;

(u) the contribution or deposit of the Specified TERP Common Stock to or with the Seller Note SPV as long as the total number of shares constituting Class A TERP Common Stock so contributed or deposited (after giving effect, for purposes of this calculation, to the conversion of all pairs of Class B shares and Class B units constituting the Specified TERP Common Stock which together are convertible into such Class A TERP Common Stock) does not exceed 25% of the aggregate number of all shares of Class A TERP Common Stock held or owned by the Borrower as of November 17, 2014 (after giving effect, for purposes of this calculation, to the conversion of all pairs of Class B shares and Class B units held or owned by the Borrower and its Subsidiaries in TerraForm Power, Inc. and TerraForm Power, LLC, respectively, which together are convertible into such Class A TERP Common Stock, and subject to adjustment for any subdivision or combination of any such Specified TERP Common Stock);

(v) the unsecured Guarantee by the Borrower of the Indebtedness and all obligations in connection therewith of the Seller Note SPV under the Permitted Seller Notes and capital contributions (whether in the form of cash or Specified TERP Common Stock or otherwise) to the Seller Note SPV to the extent necessary for the Seller Note SPV to make required payments and deliveries pursuant to the indenture governing the Permitted Seller Notes;

(aa) to the extent constituting an Investment, the direct or indirect capital contribution or transfer by the Borrower of the SUNE Residential Portfolio to Apollo;

(bb) capital contributions and/or loans pursuant to and in accordance with the Apollo Sponsor Support Agreement to one or more Apollo Subs in an aggregate amount not to exceed a dollar amount disclosed to the Lenders by the Borrower in writing on or prior to the date of the consummation of the Apollo Acquisition (the “SSC Cap”) during the term of this Agreement; and

(cc) other Investments not exceeding $143,750,000 in the aggregate outstanding at any time.

Notwithstanding anything to the contrary, neither the Borrower nor any Subsidiary may make any Investments in any Unrestricted Subsidiary other than Investments permitted by Sections 7.02(n), 7.02(p), 7.02(r), 7.02(u), 7.02(v), 7.02(y), 7.02(aa), 7.02(bb) or 7.02(cc).

7.03 Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except:

(a) (i) Indebtedness under the Loan Documents, (ii) Indebtedness evidenced by the Second Lien Convertible Notes (and any Indebtedness (the “Second Lien Convertible Refinancing Debt”) issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace or refinance, in whole or part, the then existing Indebtedness evidenced by the Second Lien Convertible Notes or the then existing Second Lien Convertible Refinancing Debt (the “Second Lien Convertible Refinanced Debt”); provided that the Second Lien Convertible Refinancing Debt shall not have a greater principal amount than the principal amount of the Second Lien Convertible Refinanced Debt plus accrued interest, fees and premiums (if any) thereon and reasonable fees and expenses associated with the Second Lien Convertible Refinanced Debt and the Second Lien Convertible Refinancing Debt and (iii) Other Pari Passu Lien Debt; provided, that the aggregate outstanding principal amount of Indebtedness incurred pursuant to clauses (i), (ii) and (iii) shall not exceed at any time $950,000,000 (plus the principal amount of any Indebtedness incurred under Section 2.14 hereof);

(b) Indebtedness outstanding on the Closing Date and listed on Part C of Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, (ii) the direct or any contingent obligor (including any Guarantees by any Subsidiaries) with respect thereto is not changed other than in connection with a transaction permitted by Section 7.04 between and among Subsidiaries, none of which are Guarantors, or all of which are Guarantors, prior to such transaction, and (iii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any

instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate;

(c) Guarantees outstanding on the First Lien Closing Date and listed on Part A of Schedule 7.03 or incurred after the First Lien Closing Date of the Borrower or any Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Borrower or any Subsidiary; provided that (i) the aggregate outstanding amount of Indebtedness (other than Specified Surety Bonds) of a Subsidiary that is not a Loan Party that is Guaranteed by the Borrower or any other Loan Party after the First Lien Closing Date shall not exceed $60,000,000 at any time, and (ii) this subpart (c) shall not permit any Guarantee by the Borrower or any Subsidiary of any Indebtedness permitted by Section 7.03(b), 7.03(h) or 7.03(l), which such Indebtedness (and the Guarantees thereof) shall be governed solely by Section 7.03(b), 7.03(h) or 7.03(l), as applicable;

(d) Indebtedness of a Subsidiary of the Borrower or SSL TopCo owed to the Borrower or a Subsidiary of the Borrower; provided (i) all such Indebtedness (other than Indebtedness of a Subsidiary of the Borrower that is not a Loan Party owing to another Subsidiary that is not a Loan Party) shall be evidenced by the Intercompany Note, and, if owed to a Loan Party, shall be subject to a Second Priority Lien pursuant to the Pledge and Security Agreement, (ii) all such Indebtedness (other than Indebtedness of a Subsidiary of the Borrower that is not a Loan Party owing to another Subsidiary that is not a Loan Party) shall be unsecured and subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the Intercompany Note, (iii) any payment by any such Subsidiary that is a Guarantor under any guarantee of the Obligations shall result in a pro tanto reduction of the amount of any Indebtedness owed by such Subsidiary to the Borrower or to any of its Subsidiaries for whose benefit such payment is made and (iv) such Indebtedness is permitted as an Investment under Section 7.02;

(e) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract; provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly managing or mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;

(f) so long as no Default or Event of Default exists or would result from the incurrence, creation or existence thereof, Indebtedness in respect of (i) Non-Recourse Project Indebtedness of a Non-Recourse Subsidiary, and (ii) capital leases and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(l) (A) outstanding on the Closing Date and listed on Part B of Schedule 7.03 or (B) incurred after the Closing Date in an aggregate amount (for all Indebtedness described in this subpart (ii)(B)) at any one time outstanding not to exceed $90,000,000;

(g) Indebtedness not otherwise permitted by the foregoing clauses or clause (h) below incurred by any Subsidiary, including Indebtedness of any Person that becomes a Subsidiary of the Borrower after the Closing Date in accordance with the terms of Section 7.02(g) (so long as such Indebtedness is existing at the time such Person becomes a Subsidiary of the Borrower and was not incurred solely in contemplation of such Person’s becoming a Subsidiary of the Borrower), in an aggregate principal amount at any time outstanding not to exceed:

(ii) with respect to all Foreign Subsidiaries, the sum of (x) $39,000,000 plus (y) an additional $39,000,000 incurred or outstanding solely with respect to trade letters of credit, bankers’ acceptances, bank guaranties and similar instruments in the ordinary course of business; and

(iii) with respect to all Subsidiaries, an additional $39,000,000 of unsecured Indebtedness (in addition to the limits set forth in subclauses (g)(i) and (g)(ii) above) of any Person that becomes a Subsidiary of the Borrower after the Closing Date in accordance with the terms of Section 7.02(g) (so long as such Indebtedness is existing at the time such Person becomes a Subsidiary of the Borrower and was not incurred solely in contemplation of such Person’s becoming a Subsidiary of the Borrower);

(h) unsecured Indebtedness of the Borrower, so long as (A) immediately before and immediately after giving pro forma effect to any such Indebtedness, no Default shall have occurred and be continuing, (B) immediately after giving pro forma effect to any such Indebtedness, the pro forma Consolidated Leverage Ratio, determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such Indebtedness had been incurred as of the first day of the fiscal period covered thereby and remained outstanding, shall be less than or equal to 3.00 to 1.00, (C) no such Indebtedness shall be guaranteed by any Subsidiary of the Borrower, (D) such Indebtedness shall have a maturity date not earlier than a date that is one hundred eighty (180) days after the Maturity Date, (E) such Indebtedness shall be subject to financial and other covenants, if any, that are no more restrictive than the covenants contained in this Agreement, and (F) the terms and conditions of such Indebtedness are otherwise reasonably satisfactory to the Administrative Agent; provided that the pro forma Consolidated Leverage Ratio test specified in clause (B) above shall not apply to Specified Indebtedness in an aggregate principal amount of up to $300,000,000, and in lieu thereof, (x) the Borrower shall be required to be in pro forma compliance with the Consolidated Leverage Ratio test specified in Section 7.11(a) (determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b)) and (y) the Liquidity Amount shall be greater than or equal to the minimum Liquidity Amount required by Section 7.11(b) (determined on the basis of the Liquidity Amount as of the date of measurement);

(i) so long as no Default or Event of Default exists or would result from the incurrence, creation or existence thereof, (i) Indebtedness in respect of capital leases, in connection with a power purchase agreement with Duke Energy Carolinas, LLC, to a Subsidiary of Sun Edison for fixed or capital assets within the limitations set forth in Section 7.01(l) in an

aggregate amount at any one time outstanding not to exceed $52,737,857.00, and any refinancings, refundings, renewals or extensions thereof and (ii) Guarantees by the Borrower in respect of such Indebtedness; provided that (A) the Indebtedness permitted by this clause (i) shall be governed solely by this clause, notwithstanding the applicability of other clauses to the Indebtedness permitted hereby and (B) with respect to any refinancings, refundings, renewals or extensions (1) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, (2) the direct obligor is not a Loan Party and (3) the terms relating to principal amount, amortization, maturity, and collateral (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extended Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate;

(j) Indebtedness in the form of unsecured Performance Letters of Credit that do not constitute Letters of Credit in an aggregate amount at any time outstanding, when added to all other Performance Guaranties, not to exceed the Performance Guaranty Limit;

(l) (A) unsecured Indebtedness of the Borrower under the 2018 Convertible Senior Notes, in aggregate principal amount not to exceed $600,000,000 (which amount shall be reduced on or about the date of the issuance of the 2023 Convertible Senior Notes and the 2025 Convertible Senior Notes by an amount not to exceed, together with the reduction of the principal amount of the 2021 Convertible Senior Notes referenced in clause (B) below, $700,000,000 in the aggregate for both the 2018 Convertible Senior Notes and the 2021 Convertible Senior Notes) and any refinancings, refundings, renewals or extensions thereof (including any Convertible Bond Indebtedness that is a refinancing thereof, the “2018 Refinancing Convertible Bond Indebtedness”), (B) unsecured Indebtedness of the Borrower under the 2021 Convertible Senior Notes, in aggregate principal amount not to exceed $600,000,000 (which amount shall be reduced on or about the date of the issuance of the 2023 Convertible Senior Notes and the 2025 Convertible Senior Notes by an amount not to exceed, together with the reduction of the principal amount of the 2018 Convertible Senior Notes referenced in clause (A) above, $700,000,000 in the aggregate for both the 2018 Convertible Senior Notes and the 2021 Convertible Senior Notes), and any refinancings, refundings, renewals or extensions thereof (including any Convertible Bond Indebtedness that is a refinancing thereof, the “2021 Refinancing Convertible Bond Indebtedness”), (C) unsecured Indebtedness of the Borrower under the 2020 Convertible Senior Notes, in aggregate principal amount not to exceed $600,000,000, and any refinancings, refundings, renewals or extensions thereof (including any Convertible Bond Indebtedness that is a refinancing thereof, the “2020 Refinancing Convertible Bond Indebtedness”), (D) unsecured Indebtedness of the Borrower under the 2022 Convertible Senior Notes, in aggregate principal amount not to exceed $500,000,000, and any refinancings, refundings, renewals or extensions thereof (including any

Convertible Bond Indebtedness that is a refinancing thereof, the “2022 Refinancing Convertible Bond Indebtedness”), (E) unsecured Indebtedness of the Borrower under the 2023 Convertible Senior Notes, in aggregate principal amount not to exceed $500,000,000 and any refinancings, refundings, renewals or extensions thereof (including any Convertible Bond Indebtedness that is a refinancing thereof, the “2023 Refinancing Convertible Bond Indebtedness”), (F) unsecured Indebtedness of the Borrower under the 2025 Convertible Senior Notes, in aggregate principal amount not to exceed $500,000,000 and any refinancings, refundings, renewals or extensions thereof (including any Convertible Bond Indebtedness that is a refinancing thereof, the “2025 Refinancing Convertible Bond Indebtedness”); and (G) unsecured Indebtedness of the Borrower under the Apollo Permitted Seller Notes, in aggregate principal amount not to exceed $350,000,000 and any refinancings, refundings, renewals or extensions thereof (including any Convertible Bond Indebtedness that is a refinancing thereof, the “Apollo Permitted Seller Notes Refinancing Convertible Bond Indebtedness”; and together with the 2018 Refinancing Convertible Bond Indebtedness, the 2020 Refinancing Convertible Bond Indebtedness, the 2021 Refinancing Convertible Bond Indebtedness, the 2022 Refinancing Convertible Bond Indebtedness, the 2023 Refinancing Convertible Bond Indebtedness and the 2025 Refinancing Convertible Bond Indebtedness, the “Refinancing Convertible Bond Indebtedness”); provided that in the case of any refinancings, refundings, renewals or extensions of Indebtedness described in any of the foregoing clauses (A), (B), (C), (D), (E), (F) or (G) (i) the principal amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, (ii) no Subsidiary of the Borrower (or, for the avoidance of doubt, any Unrestricted Subsidiary) shall be a direct or contingent obligor (including any Guarantees by any Subsidiaries) or pledgor of assets, and (iii) the terms relating to principal amount, amortization, maturity, and other material terms taken as a whole, of any such Indebtedness refinancing, refunding, renewing or extending the applicable Convertible Senior Notes, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the applicable Convertible Senior Notes (it being understood that differences between the conversion rate of the applicable Convertible Senior Notes and the conversion rate of any applicable Refinancing Convertible Bond Indebtedness shall not be deemed to be less favorable in any material respect to the Loan Parties or the Lenders), such refinancing, refunding, renewing or extending Indebtedness shall be unsecured (unless constituting Specified Convertible Bond Exchange Refinancing), and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate; provided, further that, notwithstanding anything to the contrary in the preceding proviso, in the case of any refinancing, refundings, renewals or extensions of any Convertible Senior Notes (other the Apollo Permitted Seller Notes) effected through a cashless exchange (other than with respect to closing fees and expenses), any such refinancing, refunding, renewal or extension shall only be permitted to the extent constituting a Specified Convertible Bond Exchange Refinancing (it being understood and agreed that no refinancing, refundings, renewals or extensions of the Apollo Permitted Seller Notes effected through a cashless exchange shall constitute a Specified Convertible Bond Exchange Refinancing). No Convertible Senior Notes shall be guaranteed by any Subsidiary of a Loan Party other than such Subsidiaries that are Guarantors of the Obligations;

(m) Indebtedness of Borrower and/or one or more of its Subsidiaries under one or more letter of credit facilities as long as the aggregate face amount of letters of credit issued under all such facilities does not exceed $180,000,000 and Borrower’s and its Subsidiaries’ obligations under such letters of credit (including their obligation to cash collateralize such letters of credit) does not exceed 105% of the face amount of the outstanding letters of credit issued pursuant to such facilities;

(p) the unsecured Guarantee by the Borrower of the Indebtedness and all obligations in connection therewith of the Seller Note SPV under the Permitted Seller Notes;

(q) Indebtedness under the 313 Facility, so long as (A) such Indebtedness is not borrowed or guaranteed by any Person other than the Loan Parties and (B) such Indebtedness shall have a maturity date not earlier than a date that is one hundred eighty (180) days after the Maturity Date;

(s) the unsecured Indebtedness of the Borrower incurred pursuant to the Apollo TERP Note in an aggregate principal amount not to exceed $120,000,000;

(t) (i)(A) Indebtedness under the First Lien Credit Agreement and (B) Related Credit Arrangements (as defined in the First Lien Credit Agreement (as in effect on the Closing Date) including any defined terms used therein) to the extent related to Indebtedness under clause (i)(A) of this Section 7.03(t), and (ii) any Indebtedness (the “First Lien Refinancing Debt”) substantially similar to the Indebtedness under the First Lien Credit Agreement (as in effect on the Closing Date) incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace or refinance, in whole or part, the then existing Indebtedness under the First Lien Credit Agreement or the then existing First Lien Refinancing Debt (the “First Lien Refinanced Debt”); provided, however, that (x) the aggregate principal amount of Indebtedness under this Section 7.03(t) outstanding at any time shall not exceed $800,000,000 plus the amount of any Related Credit Arrangements otherwise permitted under this Section 7.03(t), (y) Indebtedness under this Section 7.03(t) shall not include any Indebtedness other than (a)(i) reimbursement obligations in respect of letters of credit or bankers’ acceptances issued for the same purposes as permitted under the First Lien Credit Agreement (as in effect on the Closing Date) and loans extended under the First Lien Credit Agreement or First Lien Refinancing Debt, as the case may be, in respect of reimbursement obligations resulting from drawings under such letters of credit or bankers’ acceptances and (ii) bonds or term loans the proceeds of which are used to cash collateralize or otherwise pre-fund letters of credit or bankers’ acceptances issued for the same purposes as permitted under the First Lien Credit Agreement (as in effect on the Closing Date), and (b) Related Credit Arrangements (as defined in the First Lien Credit Agreement (as in effect on the Closing Date) including any defined terms used therein) to the extent related to Indebtedness under clause (y)(a)(i) of this proviso, and (z)(a) the aggregate undrawn face amount of letters of

credit and bankers’ acceptances outstanding at any time under the First Lien Credit Agreement or First Lien Refinancing Debt, as the case may be, that constitute Credit Agreement Non-Performance LC/BAs (as defined in the First Lien Credit Agreement (as in effect on the Closing Date)) shall not (I) at any time from and including March 31, 2016 to and excluding June 30, 2016, exceed an amount equal to $200,000,000 and (II) at any time on and after June 30, 2016, exceed an amount equal to $120,000,000, in each case, unless the amounts in excess thereof are cash collateralized in full, and (b) except as provided in clause (z)(a) of this proviso, each such other letter of credit and bankers’ acceptance shall constitute a Credit Agreement Performance LC/BA (as defined in the First Lien Credit Agreement (as in effect on the Closing Date)); and provided, further, that the First Lien Refinancing Debt shall not have a greater principal amount than the then outstanding aggregate principal amount of the First Lien Refinanced Debt plus accrued interest, fees and premiums (if any) thereon and reasonable fees and expenses associated with the refinancing principal amount of the First Lien Refinanced Debt; and

(u) other Indebtedness in an amount not to exceed $60,000,000 at any one time outstanding.

7.04 Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:

(a) any Subsidiary may merge with (i) the Borrower, provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary that is a Guarantor is merging with a Subsidiary that is not a Guarantor, the continuing or surviving Person shall either be the Guarantor or a Domestic Subsidiary that is not an Excluded Subsidiary and such Person (and, if applicable, its Domestic Subsidiaries) shall have immediately complied with the provisions of Section 6.13 (without regard to the time limits otherwise set forth therein) prior to or at the time of consummation of such transaction;

(b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a Subsidiary that is a Guarantor, then the transferee must be the Borrower, another Subsidiary that is a Guarantor, or a Domestic Subsidiary that is not an Excluded Subsidiary and such Person (and, if applicable, its Domestic Subsidiaries) shall have immediately complied with the provisions of Section 6.13 (without regard to the time limits otherwise set forth therein) prior to or at the time of consummation of such Disposition;

(c) the Borrower and its Subsidiaries may enter into such mergers, consolidations, amalgamations and similar transactions as are reasonably necessary to consummate (i) a purchase or other acquisition permitted by, and made in accordance with the terms of, Section 7.02(g) or (ii) the Apollo Acquisition; provided that if in any such transaction a Guarantor will be merged with or into any other Person, such Person shall be a Domestic Subsidiary that is not an Excluded Subsidiary and such Person (and, if applicable, its Domestic Subsidiaries) shall have immediately complied with the provisions of Section 6.13 (without regard to the time limits otherwise set forth therein) prior to or at the time of consummation of such transaction; and

(d) the Borrower and its Subsidiaries may make Dispositions permitted by Section 7.05 (other than Section 7.05(e)).

7.05 Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:

(a) Dispositions of (i) surplus, obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business, and (ii) machinery and equipment from the Borrower or a Subsidiary to the Borrower or a Subsidiary in the ordinary course of business in connection with the management of the manufacturing facilities and operations of the Borrower and its Subsidiaries;

(c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;

(d) Dispositions of property by any Subsidiary to the Borrower or by the Borrower or any Subsidiary to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor or the Borrower, the transferee must be the Borrower, another Subsidiary that is a Guarantor, or a Domestic Subsidiary that is not an Excluded Subsidiary, and such Person (and, if applicable, its Domestic Subsidiaries) shall have complied with the provisions of Section 6.13 (without regard to the time limits otherwise set forth therein) prior to or at the time of consummation of such Disposition;

(f) (A) Disposition of Excluded Assets described in clause (i) of the defined term “Excluded Assets” to the extent each such Disposition is in the ordinary course of business and (B) Disposition of Excluded Assets described in clause (iv) of the defined term “Excluded Assets” to the extent each such Disposition is in the ordinary course of business;

(g) Dispositions of (i) any property, land or building (including any related receivables or other intangible assets) of the Borrower or any Subsidiary to any Person which is not a Subsidiary of the Borrower, or (ii) the entire capital stock (or other Equity Interests) and Indebtedness of any Subsidiary owned by the Borrower or any other Subsidiary to any Person which is not a Subsidiary of the Borrower (including by merger or consolidation with a Person which is not a Subsidiary of the Borrower); provided that: (A) the consideration for such Disposition represents fair market value for such Disposition; (B) in the case of any such Disposition involving consideration in excess of $60,000,000, at least five (5) Business Days prior to the date of completion of such Disposition the Borrower shall have delivered to the Administrative Agent an officer’s certificate executed on behalf of the Borrower by a Responsible Officer, which certificate shall contain (1) a description of the proposed Disposition, the date such Disposition is scheduled to be consummated, the estimated purchase price or other consideration for such Disposition, (2) a certification that no Default or Event of Default has

occurred and is continuing, or would result from consummation of such Disposition, (3) (if requested by the Administrative Agent) a certified copy of the draft or definitive documentation pertaining thereto and (4) a reasonably detailed calculation demonstrating compliance with subpart (C) below and that immediately after giving effect to such Disposition, (x) the Borrower and its Subsidiaries shall be in pro forma compliance with the covenant set forth in Section 7.11(a) (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such Disposition had been consummated as of the first day of the fiscal period covered thereby) and (y) the Liquidity Amount shall be greater than or equal to the minimum Liquidity Amount required by Section 7.11(b) (determined on the basis of the Liquidity Amount as of the date of measurement); and (C) the aggregate amount of all assets Disposed of pursuant to this Section 7.05(g) during any fiscal year of the Borrower shall not have contributed more than 10% of Consolidated EBITDA of the Borrower and its Subsidiaries for the most recently ended fiscal year; and

(iii) (A) Dispositions of YieldCo Intermediate to YieldCo and (B) Dispositions of other Non-Recourse Subsidiaries owning and operating Alternative Fuel Energy Systems and products related thereto and components thereof to YieldCo or YieldCo Intermediate;

(v) (A) Dispositions of YieldCo II Intermediate to YieldCo II and (B) Dispositions of other Non-Recourse Subsidiaries owning and operating Alternative Fuel Energy Systems and products related thereto and components thereof to YieldCo II or YieldCo II Intermediate;

(l) to the extent constituting a Disposition, the contribution or deposit of the Specified TERP Common Stock to or with the Seller Note SPV permitted by Section 7.02(u);

(n) the Apollo TERP Sale; provided, that the entire consideration for such Disposition is paid in Cash and by issuance of the Apollo TERP Note; and

(o) to the extent constituting a Disposition, the direct or indirect contribution or transfer by the Borrower of the SUNE Residential Portfolio to Apollo or its subsidiaries; provided that any Disposition pursuant to this Section 7.05 (other than pursuant to clauses (l), (m) and (o) of this Section 7.05) shall be for fair market value (as determined by the Borrower in

its reasonable judgment). Notwithstanding anything herein or in any other Loan Document to the contrary, (I) the Borrower shall not, nor shall it permit any Subsidiary to, Dispose or enter into any agreement to Dispose (including, without limitation, to any Affiliates), (A) any Equity Interest in YieldCo or YieldCo Intermediate (and shall not be permitted to convert, exchange or otherwise transfer one class of Equity Interests for another class of Equity Interests in YieldCo or YieldCo Intermediate), (B) any Equity Interest in YieldCo II or YieldCo II Intermediate, or (C) (i) any Equity Interest in any the Loan Party Service Provider or (ii) otherwise Dispose or enter into any agreement to Dispose (including, without limitation, by way of an assignment thereof) of the management services or operation and maintenance services business of any Loan Party Service Provider; provided, however, that notwithstanding the foregoing, in each case of the foregoing clause (C)(ii), each Loan Party Service Provider and its applicable subsidiaries shall be permitted to (x) collaterally assign any management service agreement or operations and maintenance agreement to the Collateral Trustee as security for the Second Lien Obligations and to the First Lien Agent as security for the First Lien Loan Obligations, (y) enter into subcontracts in the ordinary course of business to perform its management services and operation and maintenance services business and (z) Dispose of management services and operation and maintenance services contracts associated with the Disposition of Solar Energy Systems to the extent such Solar Energy Systems are Disposed of in accordance with this Agreement and (II) the Borrower shall not, nor shall it permit any Subsidiary to, vote for any Disposition of, or enter into any agreement to Dispose (including, without limitation, to any Affiliates), any Designated IPP Assets.

7.06 Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that (other than in the case of subsection (a) below), so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom:

(a) Any Subsidiary of Borrower may declare and pay dividends or make other distributions ratably to its equity holders;

(b) (i) the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person and (ii) the Borrower may make other non-cash payments solely in the Equity Interests (other than the Specified Disqualified Equity Interests) in the Borrower;

(c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests;

(d) the Borrower may make Restricted Payments pursuant to and in accordance with its stock option, stock purchase and other benefit plans of general application to management, directors or other employees of the Borrower and its Subsidiaries, as adopted or implemented in the ordinary course of the Borrower’s business;

(e) to the extent any cash payment and/or delivery of the Borrower’s common stock (or other securities or property following a merger event or other change of the common stock of

the Borrower) by the Borrower in satisfaction of its conversion obligation or obligations to purchase notes for cash under (A) the 2018 Convertible Senior Notes Indenture, the 2021 Convertible Senior Notes Indenture, the 2020 Convertible Senior Notes Indenture, the 2022 Convertible Senior Notes Indenture, the 2023 Convertible Senior Notes Indenture, the 2025 Convertible Senior Notes Indenture, the Apollo Permitted Seller Notes Indenture (and any Permitted Refinancing Convertible Bond Indebtedness or Specified Convertible Bond Exchange Refinancing thereof) constitutes a Restricted Payment, the Borrower may make such Restricted Payment to the extent permitted by Section 7.14 and (B) the Second Lien Convertible Notes Indenture (and any Second Lien Convertible Refinancing Debt) constitutes a Restricted Payment, the Borrower may make such Restricted Payment;

(f) the Borrower may receive cash payments and/or its common stock from the 2018 Option Counterparties pursuant to the terms of the 2018 Convertible Notes Bond Hedge Transaction;

(g) the Borrower may receive cash payments and/or its common stock from the 2021 Option Counterparties pursuant to the terms of the 2021 Convertible Notes Bond Hedge Transaction;

(h) the Borrower may purchase call options on the Borrower’s common stock, and receive cash payments and/or its common stock, from a dealer counterparty pursuant to the terms of any Permitted Refinancing Hedge Transaction as long as the only cash payment that Borrower may make to the dealer counterparty party to such Permitted Refinancing Hedge Transaction is the purchase price paid by the Borrower to such dealer counterparty party at the time such Permitted Refinancing Hedge Transaction is entered into and substantially concurrent with the receipt by the Borrower of the net proceeds of the Permitted Refinancing Convertible Bond Indebtedness that refinances the applicable Convertible Senior Notes;

(i) the Borrower may settle or terminate any 2018 Convertible Notes Warrant Transaction, 2021 Convertible Notes Warrant Transaction, 2020 Convertible Notes Warrant Transaction and Permitted Refinancing Warrant Transaction (including by set-off or netting against the related 2018 Convertible Notes Bond Hedge Transaction, 2021 Convertible Notes Bond Hedge Transaction, 2020 Convertible Notes Bond Hedge Transaction or Permitted Refinancing Hedge Transaction, if applicable); provided that, in the case where the Borrower voluntarily elects to satisfy its exercise or settlement or termination obligations under such 2018 Convertible Notes Warrant Transaction, 2021 Convertible Notes Warrant Transaction, 2020 Convertible Notes Warrant Transaction or Permitted Refinancing Warrant Transaction, as applicable, in cash, both immediately prior and after giving effect to any such cash payment (with the effect of any such cash payment determined after also giving effect to the satisfaction of any related settlement obligations of (x) each 2018 Option Counterparty, 2021 Option Counterparty, 2020 Option Counterparty and dealer counterparty to any Permitted Refinancing Hedge Transaction, as applicable, under the respective 2018 Convertible Notes Bond Hedge Transaction, 2021 Convertible Notes Bond Hedge Transaction, 2020 Convertible Notes Bond Hedge Transaction or Permitted Refinancing Hedge Transaction, as applicable, and (y) Borrower under the respective Convertible Senior Notes or Permitted Refinancing Convertible Bond Indebtedness, as applicable), (x) no Default shall exist or result therefrom and (y) immediately after giving effect to such cash payment (with the effect of any such cash payment determined

after also giving effect to the satisfaction of any related settlement obligations of (I) each 2018 Option Counterparty, 2021 Option Counterparty, 2020 Option Counterparty and dealer counterparty to any Permitted Refinancing Hedge Transaction, as applicable, under the respective 2018 Convertible Notes Bond Hedge Transaction, 2021 Convertible Notes Bond Hedge Transaction, 2020 Convertible Notes Bond Hedge Transaction or Permitted Refinancing Hedge Transaction, as applicable, and (II) Borrower under the respective Convertible Senior Notes or Permitted Refinancing Convertible Bond Indebtedness, as applicable), the Borrower and its Subsidiaries shall be in pro forma compliance with the covenant set forth in Section 7.11(a) (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such cash payment had been consummated as of the first day of the fiscal period covered thereby) and the Liquidity Amount shall be greater than or equal to the minimum Liquidity Amount required by Section 7.11(b) (determined on the basis of the Liquidity Amount as of the date of measurement);

(j) so long as no Default or Event of Default has occurred and is continuing, the Borrower may make other Restricted Payments in an aggregate amount not to exceed $30,000,000 after the Closing Date;

(k) the Borrower may receive cash payments and/or its common stock from the 2020 Option Counterparties pursuant to the terms of the 2020 Convertible Notes Bond Hedge Transaction;

(l) the Borrower may (A) satisfy its conversion obligation under the Permitted Mandatory Convertible Preferred or otherwise settle pursuant to the terms of the Permitted Mandatory Convertible Preferred by issuing common Equity Interests in the Borrower but not in Cash (other than Cash payments in lieu of fractional shares) or (B) purchase, redeem or otherwise acquire the Permitted Mandatory Convertible Preferred in exchange for its common Equity Interests but not for Cash;

(m) capital contributions to the Seller Note SPV (whether in the form of cash or Specified TERP Common Stock or otherwise) to the extent necessary for the Seller Note SPV to make required payments and deliveries pursuant to the indenture governing the Permitted Seller Notes;

(n) the Borrower may receive cash payments and/or its common stock from the 2022 Option Counterparties pursuant to the terms of the 2022 Convertible Notes Call Transactions;

(o) the Borrower may issue its common stock to the Warrant Holders upon exercise of a Warrant Holder to purchase such common stock pursuant to its Warrant (including pursuant to a cashless exercise under the provisions thereof);

(p) the Borrower may make capital contributions to its Subsidiaries to the extent necessary to make required payments pursuant to the loan agreement governing the 313 Facility;

(q) the Borrower may receive cash payments and/or its common stock from the 2023 Option Counterparties pursuant to the terms of the 2023 Convertible Notes Call Transactions; and

(r) the Borrower may receive cash payments and/or its common stock from the 2025 Option Counterparties pursuant to the terms of the 2025 Convertible Notes Call Transactions.

7.07 Change in Nature of Business. Engage in any material line of business substantially different from those lines of business conducted by the Borrower and its Subsidiaries on the date hereof or any business substantially related or incidental thereto.

7.08 Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on terms at least as favorable to the Borrower and the other Loan Parties as would be obtainable by the Borrower and such other Loan Parties at the time in a comparable arm’s length transaction with a Person other than an Affiliate; provided that the foregoing restriction shall not apply to (a) transactions between or among the Borrower and any Guarantor or between and among any Guarantors, (b) transactions consisting of the contribution or deposit of the Specified TERP Common Stock to or with the Seller Note SPV permitted by Section 7.02(u) or any other agreements between or among the purchaser or holder (or any entity on behalf thereof) of the Permitted Seller Notes, the Borrower, any Guarantor and/or the Seller Note SPV, in each case as the Borrower, any Guarantor and/or the Seller Note SPV may deem reasonably necessary or appropriate in connection with the issuance of the Permitted Seller Notes (including any agreements entered into in connection with the delivery and/or registration of any capital stock deliverable upon exchange of the Permitted Seller Notes), (c) [reserved], (d) transactions consisting of the direct or indirect contribution or transfer by the Borrower of one or more or all of the Apollo Subs to YieldCo or its subsidiaries, (e) transactions consisting of the making of required payments pursuant to the loan agreement governing the 313 Facility, or (f) transactions consisting of direct or indirection contribution or transfer of the SUNE Residential Portfolio to Apollo.

7.09 Burdensome Agreements. Enter into, incur or permit to exist or become effective any Contractual Obligation that:

(a) limits the ability (i) of any Subsidiary to make Restricted Payments to the Borrower or any Subsidiary Guarantor, to make or repay intercompany loans or advances, or to otherwise transfer property to the Borrower or any Subsidiary Guarantor, (ii) of any Subsidiary to Guarantee the Indebtedness of the Borrower or (iii) of the Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person (other than a negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.03(f) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness); provided that the foregoing shall not prohibit any such limitation or restriction contained in (A) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (B) customary provisions restricting assignment of, or sublicensing under, any licensing agreement entered into in the ordinary course of business, (C) any agreement or instrument governing any Indebtedness of any Foreign Subsidiary of the Borrower permitted pursuant to Section 7.03, and customary restrictions contained in “comfort”

letters and guarantees of any such Indebtedness, so long as any such restriction affects only such Foreign Subsidiary and does not in any manner affect the Borrower or any Domestic Subsidiary, (D) any Contractual Obligation of a Subsidiary of Sun Edison that is not a Guarantor so long as (i) any restriction on Liens or Guarantees does not extend to any entity or assets other than the Subsidiary that is a party to such Contractual Obligation and its assets (including its Subsidiaries that are not Guarantors) and (ii) any restriction or limitation on dividends, or the making or repayment of intercompany loans, shall only apply to such Subsidiary and its Subsidiaries and shall be taken into account in calculating the Liquidity Amount at any time, (E) any agreement governing or evidencing Non-Recourse Project Indebtedness of a Non-Recourse Subsidiary permitted under Section 7.03(f)(i) so long as no such restriction or limitation extends to any Person other than Non-Recourse Subsidiaries, (F) the Second Lien Note Documents, (G) the Other Pari Passu Lien Debt Documents, (H) the First Lien Credit Documents or (I) the 313 Facility; or

(b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person, except to the extent of obligations that, individually or in the aggregate, are not material to the Borrower or any Subsidiary and except as set forth in the First Lien Credit Documents as long as such requirements set forth therein are subject to the terms of the Intercreditor Agreement.

7.10 Use of Proceeds. Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry Margin Stock or to extend credit to others for the purpose of purchasing or carrying Margin Stock or to refund indebtedness originally incurred for such purpose.

(a) Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio as of the last day of each fiscal quarter of the Borrower, commencing with the last day of the fiscal quarter ending December 31, 2015, to be greater than 3.60 to 1.00.

(b) Liquidity Amount. Permit the Liquidity Amount, as of the end of any fiscal quarter of the Borrower occurring on or after December 31, 2015, to be less than $420,000,000 at such time.

7.12 Amendments to Organization Documents; Borrower/SSL TopCo Agreement, Borrower/YieldCo Agreement, Borrower/Yieldco II Agreement and First Lien Credit Documents. Amend, modify or waive any of its rights under (a) any of its Organization Documents, Borrower/SSL TopCo Agreements, Borrower/YieldCo Agreements or Borrower/YieldCo II Agreements to the extent that such amendment, modification or waiver would be materially adverse to the interests of the Lenders or (b) any First Lien Credit Document except to the extent permitted by the Intercreditor Agreement.

7.13 Accounting Changes. Make any change in (a) accounting policies or reporting practices, except as required by GAAP, or (b) fiscal year.

7.14 Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any unsecured Indebtedness incurred pursuant to Section 7.03(h) or 7.03(l) (other than (i) as permitted pursuant to Section 7.03(l), (ii) pursuant to an exchange of such unsecured Indebtedness for Second Lien Convertible Notes, (iii) any redemption required by Article III of the 2018 Convertible Senior Notes Indenture, Article III of the 2021 Convertible Senior Notes Indenture, Article III of the Apollo Permitted Seller Notes Indenture, the corresponding section or article of the 2020 Convertible Senior Notes Indenture, the 2022 Convertible Senior Notes Indenture, the 2023 Convertible Senior Notes Indenture, or the 2025 Convertible Senior Notes Indenture, or by the corresponding sections of the indentures governing any Permitted Refinancing Convertible Bond Indebtedness, or (iv) pursuant to a cash settlement method to the extent required by Section 4.03(a)(iv) of the 2018 Convertible Senior Notes Indenture, Section 4.03(a)(iv) of the 2021 Convertible Senior Notes Indenture, the corresponding section or article of the 2020 Convertible Senior Notes Indenture, the 2022 Convertible Senior Notes Indenture, the 2023 Convertible Senior Notes Indenture, the 2025 Convertible Senior Notes Indenture or Section 4.03(b) of the Apollo Permitted Seller Notes Indenture, or by the corresponding sections of the indentures governing any Permitted Refinancing Convertible Bond Indebtedness, (y) pursuant to a “Physical Settlement” under (and as defined in) the 2018 Convertible Senior Notes Indenture, the 2021 Convertible Senior Notes Indenture, the 2020 Convertible Senior Notes Indenture, the 2022 Convertible Senior Notes Indenture, the 2023 Convertible Senior Notes Indenture, the 2025 Convertible Senior Notes Indenture, or the Apollo Permitted Seller Notes Indenture, as applicable or (z) pursuant to a “Combination Settlement” under (and as defined in) the 2018 Convertible Senior Notes Indenture, the 2021 Convertible Senior Notes Indenture, the 2020 Convertible Senior Notes Indenture, the 2022 Convertible Senior Notes Indenture, the 2023 Convertible Senior Notes Indenture, the 2025 Convertible Senior Notes Indenture, or the Apollo Permitted Seller Notes Indenture, as applicable, or by the corresponding sections of the indentures governing any Permitted Refinancing Convertible Bond Indebtedness, with a “Specified Dollar Amount” (as defined therein) equal to or less than $1,000); provided that, without limitation of any of clauses (i), (ii), (iii) and (iv) of the immediately preceding parenthetical:

(A) the Borrower may make cash payments and/or deliver its common stock (or other securities or property following a merger event or other change of the common stock of Borrower) in satisfaction of its conversion obligation under the 2018 Convertible Senior Notes Indenture (and any Permitted Refinancing Convertible Bond Indebtedness thereof) as long as, in the case of cash payments (other than cash payments in lieu of fractional shares), both (x) immediately prior and after giving effect to any such cash payment (with the effect of any such cash payment determined after also giving effect to the satisfaction of any related settlement obligations of (i) each 2018 Option Counterparty and dealer counterparty to any Permitted Refinancing Hedge Transaction, as applicable, under the respective 2018 Convertible Notes Bond Hedge Transaction or Permitted Refinancing Hedge Transaction, as applicable, and (ii) the Borrower under the respective 2018 Convertible Notes Warrant Transaction or Permitted Refinancing Warrant Transaction, as applicable), no Default shall exist or result therefrom and (y) immediately after giving effect to such cash payment (with the effect of any such cash payment determined after also giving effect to the satisfaction of any related settlement obligations of (i) each 2018 Option Counterparty and dealer counterparty to any Permitted Refinancing Hedge Transaction, as applicable, under the respective 2018 Convertible Notes

Bond Hedge Transaction or Permitted Refinancing Hedge Transaction, as applicable, and (ii) the Borrower under the respective 2018 Convertible Notes Warrant Transaction or Permitted Refinancing Warrant Transaction, as applicable), the Borrower and its Subsidiaries shall be in pro forma compliance with the covenant set forth in Section 7.11(a) (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such cash payment had been consummated as of the first day of the fiscal period covered thereby) and the Liquidity Amount shall be greater than or equal to the minimum Liquidity Amount required by Section 7.11(b) (determined on the basis of the Liquidity Amount as of the date of measurement);

(B) the Borrower may make cash payment and/or deliver its common stock (or other securities or property following a merger event or other change of the common stock of Borrower) in satisfaction of its conversion obligation under the 2021 Convertible Senior Notes Indenture (and any Permitted Refinancing Convertible Bond Indebtedness thereof) as long as, in the case of cash payments (other than cash payments in lieu of fractional shares), both (x) immediately prior and after giving effect to any such cash payment (with the effect of any such cash payment determined after also giving effect to the satisfaction of any related settlement obligations of (i) each 2021 Option Counterparty and dealer counterparty to any Permitted Refinancing Hedge Transaction, as applicable, under the respective 2021 Convertible Notes Bond Hedge Transaction or Permitted Refinancing Hedge Transaction, as applicable, and (ii) Borrower under the respective 2021 Convertible Notes Warrant Transaction or Permitted Refinancing Warrant Transaction, as applicable), no Default shall exist or result therefrom and (y) immediately after giving effect to such cash payment (with the effect of any such cash payment determined after also giving effect to the satisfaction of any related settlement obligations of (i) each 2021 Option Counterparty and dealer counterparty to any Permitted Refinancing Hedge Transaction, as applicable, under the respective 2021 Convertible Notes Bond Hedge Transaction or Permitted Refinancing Hedge Transaction, as applicable, and (ii) Borrower under the respective 2021 Convertible Notes Warrant Transaction or Permitted Refinancing Warrant Transaction, as applicable), the Borrower and its Subsidiaries shall be in pro forma compliance with the covenant set forth in Section 7.11(a) (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such cash payment had been consummated as of the first day of the fiscal period covered thereby) and the Liquidity Amount shall be greater than or equal to the minimum Liquidity Amount required by Section 7.11(b) (determined on the basis of the Liquidity Amount as of the date of measurement);

(C) the Borrower may make cash payment and/or deliver its common stock (or other securities or property following a merger event or other change of the common stock of Borrower) in satisfaction of its conversion obligation under the 2020 Convertible Senior Notes Indenture (and any Permitted Refinancing Convertible Bond Indebtedness thereof) as long as, in the case of cash payments (other than cash payments in lieu of fractional shares), both (x) immediately prior and after giving effect to any such cash payment (with the effect of any such cash payment determined after also giving effect to the satisfaction of any related settlement obligations of (i) each 2020 Option Counterparty and dealer counterparty to any Permitted Refinancing Hedge Transaction, as applicable, under the respective 2020 Convertible Notes

Bond Hedge Transaction or Permitted Refinancing Hedge Transaction, as applicable, and (ii) Borrower under the respective 2020 Convertible Notes Warrant Transaction or Permitted Refinancing Warrant Transaction, as applicable), no Default shall exist or result therefrom and (y) immediately after giving effect to such cash payment (with the effect of any such cash payment determined after also giving effect to the satisfaction of any related settlement obligations of (i) each 2020 Option Counterparty and dealer counterparty to any Permitted Refinancing Hedge Transaction, as applicable, under the respective 2020 Convertible Notes Bond Hedge Transaction or Permitted Refinancing Hedge Transaction, as applicable, and (ii) Borrower under the respective 2020 Convertible Notes Warrant Transaction or Permitted Refinancing Warrant Transaction, as applicable), the Borrower and its Subsidiaries shall be in pro forma compliance with the covenant set forth in Section 7.11(a) (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such cash payment had been consummated as of the first day of the fiscal period covered thereby) and the Liquidity Amount shall be greater than or equal to the minimum Liquidity Amount required by Section 7.11(b) (determined on the basis of the Liquidity Amount as of the date of measurement);

(D) the Borrower may make cash payment and/or deliver its common stock (or other securities or property following a merger event or other change of the common stock of Borrower) in satisfaction of its conversion obligation under the 2022 Convertible Senior Notes Indenture (and any Permitted Refinancing Convertible Bond Indebtedness thereof) as long as, in the case of cash payments (other than cash payments in lieu of fractional shares), both (x) immediately prior and after giving effect to any such cash payment (with the effect of any such cash payment determined after also giving effect to the satisfaction of any related settlement obligations of (i) each 2022 Option Counterparty and dealer counterparty to any Permitted Refinancing Hedge Transaction, as applicable, under the respective 2022 Convertible Notes Call Transaction or Permitted Refinancing Hedge Transaction, as applicable, and (ii) Borrower under the related Permitted Refinancing Warrant Transaction, if applicable), no Default shall exist or result therefrom and (y) immediately after giving effect to such cash payment (with the effect of any such cash payment determined after also giving effect to the satisfaction of any related settlement obligations of (i) each 2022 Option Counterparty and dealer counterparty to any Permitted Refinancing Hedge Transaction, as applicable, under the respective 2022 Convertible Notes Call Transaction or Permitted Refinancing Hedge Transaction, as applicable, and (ii) Borrower under the related Permitted Refinancing Warrant Transaction, if applicable), the Borrower and its Subsidiaries shall be in pro forma compliance with the covenant set forth in Section 7.11(a) (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such cash payment had been consummated as of the first day of the fiscal period covered thereby) and the Liquidity Amount shall be greater than or equal to the minimum Liquidity Amount required by Section 7.11(b) (determined on the basis of the Liquidity Amount as of the date of measurement);

(E) the Borrower may make cash payment and/or deliver its common stock (or other securities or property following a merger event or other change of the common stock of Borrower) in satisfaction of its conversion obligation under the 2023 Convertible Senior Notes Indenture (and any Permitted Refinancing Convertible Bond Indebtedness thereof) as long as, in

the case of cash payments (other than cash payments in lieu of fractional shares), both (x) immediately prior and after giving effect to any such cash payment (with the effect of any such cash payment determined after also giving effect to the satisfaction of any related settlement obligations of (i) each 2023 Option Counterparty and dealer counterparty to any Permitted Refinancing Hedge Transaction, as applicable, under the respective 2023 Convertible Notes Call Transaction or Permitted Refinancing Hedge Transaction, as applicable, and (ii) Borrower under the related Permitted Refinancing Warrant Transaction, if applicable), no Default shall exist or result therefrom and (y) immediately after giving effect to such cash payment (with the effect of any such cash payment determined after also giving effect to the satisfaction of any related settlement obligations of (i) each 2023 Option Counterparty and dealer counterparty to any Permitted Refinancing Hedge Transaction, as applicable, under the respective 2023 Convertible Notes Call Transaction or Permitted Refinancing Hedge Transaction, as applicable, and (ii) Borrower under the related Permitted Refinancing Warrant Transaction, if applicable), the Borrower and its Subsidiaries shall be in pro forma compliance with the covenant set forth in Section 7.11(a) (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such cash payment had been consummated as of the first day of the fiscal period covered thereby) and the Liquidity Amount shall be greater than or equal to the minimum Liquidity Amount required by Section 7.11(b) (determined on the basis of the Liquidity Amount as of the date of measurement);

(F) the Borrower may make cash payment and/or deliver its common stock (or other securities or property following a merger event or other change of the common stock of Borrower) in satisfaction of its conversion obligation under the 2025 Convertible Senior Notes Indenture (and any Permitted Refinancing Convertible Bond Indebtedness thereof) as long as, in the case of cash payments (other than cash payments in lieu of fractional shares), both (x) immediately prior and after giving effect to any such cash payment (with the effect of any such cash payment determined after also giving effect to the satisfaction of any related settlement obligations of (i) each 2025 Option Counterparty and dealer counterparty to any Permitted Refinancing Hedge Transaction, as applicable, under the respective 2025 Convertible Notes Call Transaction or Permitted Refinancing Hedge Transaction, as applicable, and (ii) Borrower under the related Permitted Refinancing Warrant Transaction, if applicable), no Default shall exist or result therefrom and (y) immediately after giving effect to such cash payment (with the effect of any such cash payment determined after also giving effect to the satisfaction of any related settlement obligations of (i) each 2025 Option Counterparty and dealer counterparty to any Permitted Refinancing Hedge Transaction, as applicable, under the respective 2025 Convertible Notes Call Transaction or Permitted Refinancing Hedge Transaction, as applicable, and (ii) Borrower under the related Permitted Refinancing Warrant Transaction, if applicable), the Borrower and its Subsidiaries shall be in pro forma compliance with the covenant set forth in Section 7.11(a) (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such cash payment had been consummated as of the first day of the fiscal period covered thereby) and the Liquidity Amount shall be greater than or equal to the minimum Liquidity Amount required by Section 7.11(b) (determined on the basis of the Liquidity Amount as of the date of measurement);

(G) the Borrower may make cash payment and/or deliver its common stock (or other securities or property following a merger event or other change of the common stock of Borrower) in satisfaction of its conversion obligation under the Apollo Permitted Seller Notes Indenture (and any Permitted Refinancing Convertible Bond Indebtedness thereof) as long as, in the case of cash payments (other than cash payments in lieu of fractional shares), both (x) immediately prior and after giving effect to any such cash payment, no Default shall exist or result therefrom and (y) immediately after giving effect to such cash payment, the Borrower and its Subsidiaries shall be in pro forma compliance with the covenant set forth in Section 7.11(a) (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such cash payment had been consummated as of the first day of the fiscal period covered thereby) and the Liquidity Amount shall be greater than or equal to the minimum Liquidity Amount required by Section 7.11(b) (determined on the basis of the Liquidity Amount as of the date of measurement);

(H) the Borrower may make cash payment and/or deliver its common stock (or other securities or property following a merger event or other change of the common stock of Borrower) in satisfaction of its conversion obligation under the Specified Convertible Bond Exchange Refinancing, as long as, in the case of cash payments (other than cash payments in lieu of fractional shares), both (x) immediately prior and after giving effect to any such cash payment, no Default shall exist or result therefrom and (y) immediately after giving effect to such cash payment, the Borrower and its Subsidiaries shall be in pro forma compliance with the covenant set forth in Section 7.11(a) (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such cash payment had been consummated as of the first day of the fiscal period covered thereby) and the Liquidity Amount shall be greater than or equal to the minimum Liquidity Amount required by Section 7.11(b) (determined on the basis of the Liquidity Amount as of the date of measurement); and

(I) the Borrower may consummate one or more Designated Debt-For-Equity Exchanges.

Notwithstanding anything herein or in any other Loan Document to the contrary, the Borrower shall not, nor shall it permit any Subsidiary to, in each case using Cash or any Indebtedness (or the proceeds thereof) incurred or Guaranteed by the Borrower or any Subsidiary thereof (including, for the avoidance of doubt, any Unrestricted Subsidiary), prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Indebtedness incurred pursuant to Section 7.03(h), 7.03(l) or 7.03(q); provided, however, that none of the foregoing shall prohibit (i) such prepayment, redemption, purchase, defeasance or other satisfaction of such Indebtedness as a result of a cashless (other than with respect to closing fees and expenses) exchange of such Indebtedness incurred pursuant to Section 7.03(l) (other than pursuant to clause (G) thereof) for Indebtedness that constitutes a Specified Convertible Bond Exchange Refinancing or Designated Debt-For-Equity Exchanges or (ii) exchanges for Second Lien Convertible Notes.

7.15 Amendment of Indebtedness. Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of (X) any Indebtedness

set forth in Schedule 7.03, or any term or condition of any Convertible Senior Notes or any Permitted Refinancing Convertible Bond Indebtedness except for (A) (i) any refinancing, refunding, renewal or extension thereof permitted by Section 7.03(b) or, with respect to Convertible Senior Notes, Section 7.03(l) or (ii) any refinancing thereof resulting from Designated Debt-for-Equity Exchanges, (B) any exchange of Convertible Senior Notes for Second Lien Convertible Notes and (C) any amendment, modification or change expressly required to be made (including adjustments to the conversion rate (howsoever defined)) pursuant to the terms of the 2018 Convertible Senior Notes Indenture as in effect on the Closing Date or the terms of the 2021 Convertible Senior Notes Indenture as in effect on the Closing Date or the terms of the 2020 Convertible Senior Notes Indenture as in effect on the date of the issuance of the 2020 Convertible Senior Notes pursuant thereto or the terms of the 2022 Convertible Senior Notes Indenture as in effect on the date of the issuance of the 2022 Convertible Senior Notes pursuant thereto or the terms of the 2023 Convertible Senior Notes Indenture as in effect on the date of the issuance of the 2023 Convertible Senior Notes pursuant thereto, the terms of the 2025 Convertible Senior Notes Indenture as in effect on the date of the issuance of the 2025 Convertible Senior Notes pursuant thereto or the terms of the Apollo Permitted Seller Notes Indenture as in effect on the date of the issuance of the Apollo Permitted Seller Notes pursuant thereto, or pursuant to similar terms of an indenture governing any Permitted Refinancing Convertible Bond Indebtedness or (Y) the Apollo TERP Note.

7.16 Pasadena Real Estate and Sherman Real Estate and the Specified TERP Common Stock.

(a) Create, incur, assume or suffer to exist any Lien upon the Pasadena Real Estate or the Sherman Real Estate other than the Permitted Real Estate Liens;

(b) Enter into, incur or permit to exist or become effective any Contractual Obligation that limits the ability MEMC Pasadena, Inc. or any other Subsidiary that owns the Pasadena Real Estate to create, incur, assume or suffer to exist Liens on the Pasadena Real Estate or that limits the ability of the Borrower or any other Subsidiary of the Borrower that owns the Sherman Real Estate to create, incur, assume or suffer to exist Liens on the Sherman Real Estate;

(c) Dispose of the Pasadena Real Estate to the Borrower or any subsidiary other than a Subsidiary that is a Loan Party; or

(d) Create, incur, assume or suffer to exist any Lien upon the Specified TERP Common Stock contributed to or deposited with the Seller Note SPV to the extent permitted by Section 7.02(u) other than Liens on such Specified TERP Common Stock granted to holders of the Permitted Seller Notes and such other secured parties set forth in the relevant pledge agreement.

(b) YieldCo II shall not offer any Equity Interest in YieldCo II to the public except (i) in an initial public offering prior to which the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower attaching copies of each of the Borrower/YieldCo II

Agreements and certifying that each is a true, correct and complete copy of such Borrower/YieldCo II Agreements and (ii) any public offering of such Equity Interest subsequent to such initial public offering.

(c) For the avoidance of doubt, nothing in this Section 7.17 shall restrict YieldCo II from issuing or otherwise selling its Equity Interests to Persons in a transaction other than a public offering.

7.18 Intermediate Holdings. Permit Intermediate Holdings to (a) incur, directly or indirectly, any Indebtedness; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed by it; (c) engage in any business or activity or own any assets other than holding 100% of the Equity Interests of the Seller Note SPV; (d) sell or otherwise dispose of any Equity Interests of any of its Subsidiaries; or (e) create or acquire any Subsidiary or make or own any Investment in any Person other than the Seller Note SPV.

8.01 Events of Default. Any of the following shall constitute an Event of Default:

(a) Non-Payment. The Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, and in the currency required hereunder, any amount of principal of any Loan, or (ii) within three (3) Business Days after the same becomes due, any interest on any Loan, any fee due hereunder, or any other amount payable hereunder or under any other Loan Document; or

(b) Specific Covenants. Any event constituting an “Event of Default” under any other Loan Document occurs or the Borrower fails to perform or observe any term, covenant or agreement either (i) contained in any of Section 6.05, 6.11, 6.12, 6.13, 6.17 or 6.19 or Article VII, or (ii) contained in any of Section 6.01, 6.02, 6.03, 6.09(d) or 6.20 and, in the case of this clause (ii), such failure continues for fifteen (15) days after the earlier of (x) knowledge thereof by any Responsible Officer or (y) receipt by the Borrower of a Notice of Default with respect thereto; or

(c) Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed, and such failure continues for thirty (30) days after the earlier of (x) knowledge thereof by any Responsible Officer or (y) receipt by the Borrower of a Notice of Default with respect thereto; or

(d) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Borrower or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading in any material respect (or, with respect to any representation or warranty that is itself modified or qualified by materiality or a “Material Adverse Effect” standard, in any respect) when made or deemed made; or

(e) Cross-Default. (i) Other than with respect to Non-Recourse Project Indebtedness, or Indebtedness under the First Lien Credit Agreement, so long as no claim with respect thereto is made against any Subsidiary other than the Non-Recourse Subsidiaries liable therefor, the Borrower or any Subsidiary (A) fails to make any payment when due after any applicable grace period (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (including any Indebtedness under any of the Convertible Senior Notes) or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) to a Person other than the Borrower and its wholly-owned Subsidiaries (including the Guarantee by the Borrower to the Sellers of the Indebtedness and all obligations in connection therewith of the Seller Note SPV under the Permitted Seller Notes and the Guarantee by the Borrower of the 313 Facility) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $60,000,000, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee described in clause (A) above or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be accelerated or to otherwise become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity (it being understood that (X) conversions of any 2018 Convertible Senior Notes pursuant to the terms of the 2018 Convertible Senior Notes Indenture (or of any notes pursuant to the terms of any Permitted Refinancing Convertible Bond Indebtedness thereof) or conversions of any 2021 Convertible Senior Notes pursuant to the terms of the 2021 Convertible Senior Notes Indenture (or of any notes pursuant to the terms of any Permitted Refinancing Convertible Bond Indebtedness thereof) or conversions of any 2020 Convertible Senior Notes pursuant to the terms of the 2020 Convertible Senior Notes Indenture (or of any notes pursuant to the terms of any Permitted Refinancing Convertible Bond Indebtedness thereof) or conversions of any 2022 Convertible Senior Notes pursuant to the terms of the 2022 Convertible Senior Note Indenture (or of any notes pursuant to the terms of any Permitted Refinancing Convertible Bond Indebtedness thereof) or conversions of any 2023 Convertible Senior Notes pursuant to the terms of the 2023 Convertible Senior Note Indenture (or of any notes pursuant to the terms of any Permitted Refinancing Convertible Bond Indebtedness thereof) or conversions of any 2025 Convertible Senior Notes pursuant to the terms of the 2025 Convertible Senior Note Indenture (or of any notes pursuant to the terms of any Permitted Refinancing Convertible Bond Indebtedness thereof) or conversion of any Apollo Permitted Seller Notes pursuant to the terms of the Apollo Permitted Seller Notes Indenture (or of any notes pursuant to the terms of any Permitted Refinancing Convertible Bond Indebtedness thereof) or conversion of any Second Lien Convertible Notes pursuant to the terms of the Second Lien Convertible Notes Indenture (or of any notes pursuant to the terms of any Second Lien Convertible Refinancing Debt thereof) or (Y) any conversion or exchange of the Permitted Seller Notes into or for the Class A TERP Common Stock (and related payments of Cash in lieu of fractional shares), any conversion or exchange of the Permitted Mandatory Convertible Preferred

into or for the common Equity Interest in the Borrower (and related payments of Cash in lieu of fractional shares) or any redemption or repurchase of Permitted Seller Notes or Permitted Mandatory Convertible Preferred upon the occurrence of a “Fundamental Change” (or equivalent) under the applicable indenture or other applicable document shall not constitute an Event of Default under this clause (i) or any redemption required by Article III of the 2018 Convertible Senior Notes Indenture or Article III of the 2021 Convertible Senior Notes Indenture or the corresponding section or article of the 2020 Convertible Senior Notes Indenture or the corresponding section or article of the 2022 Convertible Senior Notes Indenture or the corresponding section or article of the 2023 Convertible Senior Notes Indenture or the corresponding section or article of the 2025 Convertible Senior Notes Indenture or the corresponding section or article of the Second Lien Convertible Notes Indenture or Article III of the Apollo Permitted Seller Notes Indenture or by the corresponding sections of the indentures governing any Permitted Refinancing Convertible Bond Indebtedness or Second Lien Convertible Refinancing Debt shall not constitute an Event of Default under this clause (i)), or such Guarantee to become payable or cash collateral in respect thereof to be provided; (ii) there occurs under any Swap Contract (other than with respect to Non-Recourse Project Indebtedness, so long as no claim with respect thereto is made against the Borrower or any Subsidiary other than the Non-Recourse Subsidiaries liable therefor), any 2018 Convertible Notes Bond Hedge Transaction, any 2021 Convertible Notes Bond Hedge Transaction, any 2020 Convertible Notes Bond Hedge Transaction, any 2022 Convertible Notes Call Transaction, any 2023 Convertible Notes Call Transaction, any 2025 Convertible Notes Call Transaction or any Permitted Refinancing Hedge Transaction, an early termination date (or such other similar term) under such Swap Contract, such 2018 Convertible Notes Bond Hedge Transaction, such 2021 Convertible Notes Bond Hedge Transaction, such 2020 Convertible Notes Bond Hedge Transaction, such 2022 Convertible Notes Call Transaction and such Permitted Refinancing Hedge Transaction, as applicable) resulting from (A) any event of default under such Swap Contract, such 2018 Convertible Notes Bond Hedge Transaction, such 2021 Convertible Notes Bond Hedge Transaction, such 2020 Convertible Notes Bond Hedge Transaction, such 2022 Convertible Notes Call Transaction, such 2023 Convertible Notes Call Transaction, such 2025 Convertible Notes Call Transaction and such Permitted Refinancing Hedge Transaction, as applicable) to which the Borrower or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract, such 2018 Convertible Notes Bond Hedge Transaction, such 2021 Convertible Notes Bond Hedge Transaction, such 2020 Convertible Notes Bond Hedge Transaction, such 2022 Convertible Notes Call Transaction, such 2023 Convertible Notes Call Transaction, such 2025 Convertible Notes Call Transaction and such Permitted Refinancing Hedge Transaction, as applicable, as to which the Borrower or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower or such Subsidiary as a result thereof is greater than $57,500,000, or (iii) (A) any Event of Default under, and as defined in, the First Lien Credit Agreement exists and results in the acceleration of the First Lien Loan Obligations, (B) any failure to make any payment when due after any applicable grace period (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) under the First Lien Credit Agreement occurs or (C) any failure pay or repay any reimbursement obligation, or any loan, advance or other credit extension made in respect of such reimbursement obligation, with respect to any letter of credit or banker’s acceptance issued under or pursuant to the First Lien Credit Agreement or any loan or credit agreement, indenture, note purchase agreement or

other debt document governing or evidencing any First Lien Refinancing Debt, within seven (7) Business Days of the date such reimbursement obligation arose or such loan, advance or other credit extension was made or deemed made, occurs; or

(f) Insolvency Proceedings, Etc. Any Loan Party or any of its Subsidiaries (other than Immaterial Subsidiaries and Non-Recourse Subsidiaries) institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding; or

(g) Inability to Pay Debts; Attachment. (i) Any Loan Party or any of its Subsidiaries (other than Immaterial Subsidiaries and Non-Recourse Subsidiaries) becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within thirty (30) days after its issue or levy; or

(h) Judgments. There is entered against any Loan Party or any of its Subsidiaries (other than Immaterial Subsidiaries and Non-Recourse Subsidiaries) (i) one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments or orders) exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of thirty (30) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

(i) ERISA. (i) An ERISA Event occurs with respect to a Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of the Borrower under Title IV of ERISA to such Plan, such Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or

(j) Invalidity of Loan Documents. Any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect in any material respect; or any Loan Party or any other Person contests in any manner the validity or enforceability of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document; or

(k) Liens. Any Lien purported to be created under any Security Document shall cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any material portion of the Collateral with the priority required by the Intercreditor Agreement and the applicable Security Document, except as a result of the sale or other Disposition of the applicable Collateral in a transaction permitted under the Loan Documents; or

8.02 Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:

(a) declare the Commitment of each Lender to make Loans to be terminated, whereupon such Commitments shall be terminated;

(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower;

(d) subject to the Intercreditor Agreement, exercise on behalf of itself and the Lenders all rights and remedies available to it, and the Lenders under the Loan Documents, including causing the Collateral Trustee to enforce any and all Liens and security interests created pursuant to Security Documents;

provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States or an Event of Default under Section 8.01(f) or 8.01(g), the obligation of each Lender to make Loans shall automatically terminate and the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, in each case without further act of the Administrative Agent or any Lender.

8.03 Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations (subject to the terms of the Intercreditor Agreement and the Collateral Trust Agreement) shall be applied by the Administrative Agent in the following order:

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such;

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans plus the applicable call premium set forth in Section 2.05(b), ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, ratably among the Lenders in proportion to the respective amounts of such Obligations held by them; and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

9.01 Appointment and Authority. Each of the Lenders hereby irrevocably appoints Deutsche Bank to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto (including, without limitation, to enter any intercreditor agreement entered into by the Administrative Agent in accordance with this Agreement on behalf of the Secured Parties including, without limitation, the Intercreditor Agreement). The provisions of this Article IX are solely for the benefit of the Agents and the Lenders, and neither the Borrower nor any other Loan Party shall have any rights as a third party beneficiary of any of such provisions. In performing its functions and duties hereunder, the Administrative Agent shall act solely as an agent of the Lenders and other applicable Agents and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower or any of its Subsidiaries.

9.02 Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

9.03 Exculpatory Provisions. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents and its duties herewith shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:

(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(b) shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection herewith or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until the Administrative Agent shall have received instructions in writing in respect thereof from the Required Lenders (or such other Lenders as may be required to give such instructions under Section 10.01) and, upon receipt of such instructions from the Required Lenders (or such other Lenders, as the case may be), the Administrative Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions, including for the avoidance of doubt refraining from any action that, in its opinion or the opinion of its counsel, may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and

(c) shall not, except as expressly set forth herein and in the other Loan Documents, have any obligation or duty to disclose, disclose further or update, and shall not be liable for the failure to disclose, disclose further or update, any information, or information it may have provided to the Lenders, relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity. The Administration Agent is relying on the foregoing.

Neither the Administrative Agent nor any of its officers, partners, directors, employees or agents shall be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a final, non-appealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by the Borrower or a Lender.

The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to

the Administrative Agent. Anything contained herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmation of the Outstanding Amount of the Loans or the component amounts thereof.

The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

9.05 Delegation of Duties. Each Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub agents appointed by such Agent. Each Agent and any such sub agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub agent and to the Related Parties of each Agent and any such sub agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as an Agent. No Agent shall be responsible for the negligence or misconduct of any sub-agents, except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that such Agent acted with gross negligence or willful misconduct in the selection of such sub-agent. The exculpatory, indemnification and other provisions of Section 9.03 and of Section 10.04 shall apply to any Affiliates of the Agents and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as an Agent. Notwithstanding anything herein to the contrary, with respect to each sub-agent appointed by an Agent, (i) such sub-agent shall be a third party beneficiary under this Agreement with respect to all such rights, benefits and privileges (including exculpatory rights and rights to indemnification) and shall have all of the rights and benefits of a third party beneficiary, including an independent right of action to enforce such rights, benefits and privileges (including exculpatory rights and rights to indemnification) directly, without the consent or joinder of any other Person, against any or all of Loan Parties and the Lenders, (ii) such rights, benefits and privileges (including exculpatory rights and rights to indemnification) shall not be modified or amended without the consent of such sub-agent, and (iii) such sub-agent shall only have obligations to the Agent who appointed such sub-agent and not to any Loan Party, Lender, any other Agent or any other Person and no Loan Party, Lender, other Agent or any other Person shall have any rights, directly or indirectly, as a third party beneficiary or otherwise, against such sub-agent.

9.06 Resignation of Administrative Agent. The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) except for any indemnity payments owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. No appointment hereunder shall be effective unless the Person so appointed has accepted such appointment in writing, and upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

9.07 Non-Reliance on Agents and Other Lenders. Each Lender acknowledges that it has, independently and without reliance upon any Agent or any other Lender or any of their Related Parties and based on such documents and information as it has in its sole discretion deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time in its sole discretion deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. Except as otherwise explicitly set forth in this Agreement, no Agent shall have any obligation, duty or

responsibility, either initially or on a continuing basis, to make any investigation or any appraisal on behalf of Lenders or to provide, provide further or update any Lender with any credit or other information, or any other credit or other information it may have provided to any Lender, with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, no Agent shall have any fiduciary obligation or duty to any Lender, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders. Each Lender that becomes a party to this Agreement pursuant to an Assignment and Assumption agrees to each of the provisions applicable to assignees contained in the form Assignment and Assumption attached as Exhibit E-1 hereto. Each Agent is relying on the foregoing.

9.08 No Other Duties, Etc. Anything herein to the contrary notwithstanding, no bookrunner, arranger, syndication agent or documentation agent (including the Syndication Agent, each Bookrunner and each Arranger) shall have any obligations, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent or a Lender hereunder.

9.09 Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 2.09 and 10.04) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09 and 10.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

Anything contained in any of the Loan Documents to the contrary notwithstanding (but subject in all respects to the terms and conditions of any intercreditor agreement entered into by the Administrative Agent in accordance with this Agreement (including the Intercreditor Agreement) and the Collateral Trust Agreement), the Borrower, Administrative Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under any of the Loan Documents may be exercised solely by Administrative Agent, as applicable, for the benefit of the Secured Parties in accordance with the terms hereof and thereof and all powers, rights and remedies under the Security Documents may be exercised solely by Administrative Agent or the Collateral Trustee, as applicable, for the benefit of the Secured Parties in accordance with the terms thereof, and (ii) in the event of a foreclosure or similar enforcement action by the Collateral Trustee on any of the Collateral pursuant to a public or private sale or other disposition (including, without limitation, pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code),the Collateral Trustee (or any Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code) may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Trustee, as agent for and representative of Secured Parties (but not any Lender or Lenders in its or their respective individual capacities) shall be entitled, upon instructions as provided to the Collateral Trustee as contemplated by the Collateral Trust Agreement, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale or disposition, to use and apply any of the Second Lien Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Trustee at such sale or other disposition. The Collateral Trustee is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Security Documents.

(a) Each of the Lenders hereby irrevocably further authorizes Administrative Agent to appoint the Collateral Trustee under the Collateral Trust Agreement to act on behalf of the Secured Parties. Each of the Lenders hereby irrevocably authorizes Administrative Agent or Collateral Trustee, as applicable, on behalf of and for the benefit of Secured Parties, to be the agent for and representative of Secured Parties with respect to the Guaranty, the Collateral and the Security Documents.

(b) The Collateral Trust Agreement shall govern the release of any Lien on the Collateral as security for Obligations, and notwithstanding anything to the contrary contained herein or in any other Loan Document (other than the Collateral Trust Agreement), the Administrative Agent or Collateral Trustee, as applicable, are hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to execute any documents or instruments necessary to release any Lien encumbering any item of Collateral

(i) upon termination of the Aggregate Commitments and payment in full in cash of all Obligations (other than contingent indemnification obligations and other obligations not then payable which expressly survive termination) (the date on which all of the foregoing in this clause (i) has occurred, the “Termination Date”), (ii) that is sold or to be sold as part of or in connection with any Disposition permitted hereunder, (iii) in connection with a release made as a result of a Subsidiary becoming a Non-Recourse Subsidiary in a transaction described in Section 6.13, (iv) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, and (v) in accordance with any intercreditor agreement entered into by the Administrative Agent or the Collateral Trustee, as applicable, in accordance with this Agreement (including the Intercreditor Agreement). Any execution and delivery of documents pursuant to this clause (b) shall be without recourse to or warranty by the Administrative Agent or the Collateral Trustee.

(d) Notwithstanding anything to the contrary contained herein or in any other Loan Document (other than the Collateral Trust Agreement), the Administrative Agent or Collateral Trustee, as applicable, are hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender):

(i) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(l);

(ii) to release any Guarantor from its obligations under the Guaranty if such Person either (A) ceases to be a Subsidiary as a result of a transaction permitted hereunder, or (B) becomes a Non-Recourse Subsidiary in a transaction described in Section 6.13; and

(iii) (A) to enter into or amend any intercreditor agreement with any representatives of the holders of Indebtedness that is permitted to be secured by a Lien on the Collateral by Section 7.01(q) or Indebtedness that is permitted by Section 7.03 to be secured by a Lien on the Collateral ranking junior to the Lien securing the Obligations, (B) to rely exclusively on a certificate of a Responsible Officer of the Borrower seeking to permit such Lien as to whether any such other Liens are permitted and (C) to enter into or amend the Intercreditor Agreement. Any intercreditor agreement entered into by the Administrative Agent in accordance with this Agreement and any amendment thereto shall be binding on the Secured Parties.

(e) Notwithstanding anything to the contrary contained herein or any other Loan Document, upon the occurrence of the Termination Date, upon request of the Borrower, the Administrative Agent may, at its option and in its discretion (without notice to, or vote or consent of, any Lender) take such actions as shall be required to terminate this Agreement and to release all guarantee obligations under the Guaranty. Any such release of guarantee obligations shall be deemed subject to the provision that such guarantee obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy,

dissolution, liquidation or reorganization of Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made.

Upon request by the Administrative Agent or the Collateral Trustee at any time, the Required Lenders (or such greater number of Lenders as may be required under Section 10.01) will confirm in writing the Administrative Agent’s or the Collateral Trustee’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10.

No Lender or Affiliate of a Lender that obtains the benefits of Section 8.03, any Guaranty or any Collateral by virtue of the provisions hereof or of any Guaranty or any Security Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents.

Neither the Administrative Agent nor the Collateral Trustee shall be required to deliver to any Lender originals or copies of any documents, instruments, notices, communications or other information received by the Administrative Agent or the Collateral Trustee from any Loan Party, any Subsidiary, the Required Lenders, any Lender or any other Person under or in connection with this Agreement or any other Loan Document except (i) as specifically provided in this Agreement or any other Loan Document and (ii) as specifically requested from time to time in writing by any Lender with respect to a specific document, instrument, notice or other written communication received by and in the possession of the Administrative Agent or the Collateral Trustee at the time of receipt of such request and then only in accordance with such specific request.

Neither the Administrative Agent nor the Collateral Trustee shall be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s or the Collateral Trustee’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent or the Collateral Trustee be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

9.11 Withholding Taxes. To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any withholding tax applicable to such payment. If the IRS or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender for any other reason, or the Administrative Agent has paid over to the IRS applicable withholding tax relating to a payment to a Lender but no deduction has been made from such payment, such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including any penalties or interest and together with any all expenses incurred, unless such amounts have been indemnified by any Loan Party or the relevant Lender.

10.01 Amendments, Etc. Subject to Section 5.3(c) of the Intercreditor Agreement, (i) no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and (ii) no direction or instruction to the Collateral Trustee with respect to an action proposed to be taken under the Collateral Trust Agreement or consent required under the Collateral Trust Agreement shall be effective unless in writing signed by the Required Lenders, and, in the case of each of clauses (i) and (ii), acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that except as provided in Section 5.3(c) of the Intercreditor Agreement, no such amendment, waiver or consent, or direction or instruction, or consent under the Collateral Trust Agreement, shall:

(a) waive any condition set forth in Section 4.01 without the written consent of each Lender;

(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender;

(c) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments, if any) of principal, interest, fees or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Aggregate Commitments hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;

(d) reduce the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder;

(e) change Section 8.03 of this Agreement in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;

(g) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender; or

(h) release, or direct the Collateral Trustee to release, all or substantially all of the value of the Guaranty or all or substantially all of the Collateral without the written consent of each Lender, except to the extent the release of any Guarantee by any Guarantor pursuant to the Guaranty or the release of Collateral is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative Agent acting alone);

and, provided further, that except as provided in Section 5.3(c) of the Intercreditor Agreement (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or any other Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent or such Agent under this Agreement or any other Loan Document; and (ii) any fee letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that (A) the Commitment of such Lender may not be increased or extended without the consent of such Lender, (B) the outstanding principal amount of Loans and other Obligations owing to such Lender may not be reduced, other than as a result of payment thereof, without the consent of such Lender, (C) the rate of interest specified herein applicable to any Loans of such Lender may not be reduced without the consent of such Lender except in connection with a reduction of such rate of interest applicable to all Lenders made in accordance with subpart (d) of the first proviso above (with respect to which such Defaulting Lender shall not be entitled to vote) and (iv) any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments, if any) of principal due to such Lender may not be postponed without the consent of such Lender.

If any Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of such Lender and that has been approved by the Required Lenders, the Borrower may replace such non-consenting Lender in accordance with Section 10.13; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Borrower to be made pursuant to this paragraph).

Notwithstanding anything to the contrary contained in this Section 10.01, guarantees, collateral security documents and related documents executed by Loan Parties in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be, together with this Agreement, amended, supplemented and waived with the consent of the Administrative Agent at the request of the Borrower without the need to obtain the consent of any other Lender if such amendment, supplement or waiver is delivered in order (i) to comply with local Law or advice of local counsel or (ii) to cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other Loan Documents including, without limitation, to amend the Security Documents to permit refinancing indebtedness that is permitted hereunder to have a Lien on the Collateral ranking junior to the Liens created by the Security Documents to become secured thereby.

(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below),

all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i) if to the Borrower or the Administrative Agent, to the address, telecopier number, electronic mail address or telephone number specified for such Person on Schedule 10.02; and

(ii) if to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified in its Administrative Questionnaire.

Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b).

(b) Electronic Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement); provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY

OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Borrower, any Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

(d) Change of Address, Etc. The Borrower and the Administrative Agent may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the Borrower and the Administrative Agent. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws.

(e) Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

10.03 No Waiver; Cumulative Remedies; Enforcement. No failure by any Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further

exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders and the other Secured Parties; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any Lender from exercising setoff rights in accordance with Section 10.08 (subject to the terms of Section 2.13), or (c) any Lender or other Secured Party from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

(a) Costs and Expenses. The Borrower shall pay (i) all reasonable out of pocket expenses incurred by each Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for such Agent), in connection with the syndication of the credit facilities provided for herein, (ii) all reasonable and documented out of pocket costs and expenses incurred by the Administrative Agent and each Lender (including without limitation the reasonable fees, charges and disbursements of a single primary counsel for the Administrative Agent and, in addition, each Lender, and appraisal, consulting and audit fees, and printing, reproduction, document delivery, travel, communication and publicity costs), in connection with the preparation, review, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (iii) all out of pocket expenses incurred by any Agent and, in addition, each Lender (including without limitation reasonable and documented fees, charges and disbursements of any counsel for any Agent and each Lender), in connection with the enforcement or protection of their respective rights (A) in connection with this Agreement and the other Loan Documents, including their respective rights under this Section 10.04, or (B) in connection with the Loans made hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

(b) Indemnification by the Borrower. The Borrower shall indemnify each Agent (and any sub-agent thereof), and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless

from, any and all losses (other than anticipated profits), claims, damages, penalties (including any OFAC related penalties), liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of any Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), the syndication of the credit facilities provided for herein, any commitment or engagement letter (and any related fee letter) delivered by any Agent or any Lender to the Borrower with respect to the transactions contemplated by this Agreement, any amendments, waivers or consents with respect to any provision of this Agreement or any of the other Loan Documents, or any enforcement of any of the Loan Documents (including any sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Guaranty), (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

(c) Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to such Agent (or any such sub-agent) or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the applicable Agent (or any such sub-agent) in its capacity as such, or against any Related Party of any of the foregoing acting for the applicable Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

(d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, neither the Borrower nor any other Loan Party shall assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential

or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction.

(e) Payments. All amounts due under this Section shall be payable not later than ten (10) Business Days after demand therefor.

(f) Survival. The agreements in this Section shall survive the resignation of the Administrative Agent, any other Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

(g) Disqualified Lenders. Each Loan Party also agrees that neither any Agent nor any Arranger shall have any liability to any Loan Party or any person asserting claims on behalf of or in right of any Loan Party or any other person for failure to monitor compliance with any provisions of this Agreement with respect to Disqualified Lenders.

10.05 Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent, any other Agent or any Lender, or the Administrative Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, any other Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent or applicable other Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent or applicable other Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the applicable Federal Funds Effective Rate from time to time in effect, in the applicable currency of such recovery or payment. The obligations of the Lenders under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

(a) Successors and Assigns Generally. The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby and thereby, except that neither the

Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder or thereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the other Agents and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender, a Warrant Holder (or any other assignee during the primary syndication of the Term Loans) or an Approved Fund, no minimum amount need be assigned; and

(B) in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met.

(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned.

(iii) Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within seven (7) Business Days after having received notice thereof;

(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender or an Affiliate of a Lender that has the same or better rating than such Lender; and

(iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Reasonably promptly after receipt thereof, the Administrative Agent shall provide to the Borrower a copy of each Assignment and Assumption that is not required to be executed by the Borrower.

(v) No Assignment to Borrower. No such assignment shall be made to the Borrower or any of the Borrower’s Affiliates or Subsidiaries.

(vi) No Assignment to Natural Persons. No such assignment shall be made to a natural person.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.

(c) Register. The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and shall be binding on the Borrower and the Lenders. The Register shall be available for inspection by the Borrower and any Lender (with respect to (i) any entry relating to such Lender’s Loans, and (ii) the identity of the other Lenders (but not any information with respect to such other Lenders’ Loans)), at any reasonable time and from time to time upon reasonable prior notice. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of what-so-ever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 10.06(c).

(d) Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, the Borrower or any of the Borrower’s Affiliates or Subsidiaries or a Disqualified Lender) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower for tax purposes, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Loan

or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

(e) Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participaion sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 3.01(e) as though it were a Lender.

(f) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note(s), if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or other central banking authority; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

10.07 Treatment of Certain Information; Confidentiality. Each Agent and each Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (and to other Persons authorized by a Lender or Agent to organize, present or disseminate such information in connection with disclosures otherwise made in accordance with this Section 10.07) (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 10.07, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower or any other Loan Party and their obligations, (g) with the consent of the Borrower, (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to any Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower, (i) to any rating

agency when required by it; provided that, prior to any disclosure, such rating agency shall undertake in writing to preserve the confidentiality of any confidential information relating to Loan Parties received by it from any Agent or any Lender, or (j) on a confidential basis to the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Loans. In addition, each Agent and each Lender may disclose the existence of this Agreement and the information about this Agreement to market data collectors, similar services providers to the lending industry, and service providers to the Agents and the Lenders in connection with the administration and management of this Agreement and the other Loan Documents.

For purposes of this Section, “Information” means all information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to any Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower or any Subsidiary; provided that, in the case of information received from the Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Each of the Agents and the Lenders acknowledges that (a) the Information may include material non-public information concerning the Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws.

10.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

10.09 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”).

If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

10.10 Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Subject to satisfaction of the conditions set forth in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent, the Lenders and the Borrower and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Agreement.

10.11 Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied.

10.12 Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

10.13 Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, and, in each case, such Lender has declined or is unable to designate a different Lending Office in accordance with Section 3.06(a), (ii) any Lender (a “Non-Consenting Lender”) does not consent to a

proposed amendment, waiver, consent or release with respect to any Loan Document that has been approved by the Required Lenders as provided in Section 10.01 but requires the consent of such Lender, or (iii) any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

(a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b);

(b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including (i) any amounts payable pursuant to Section 2.05(b) or otherwise as if it were a prepayment and (ii) any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

(c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;

(e) in the case of any such assignment resulting from a Non-Consenting Lender’s failure to consent to a proposed amendment, waiver, consent or release with respect to any Loan Document, the proposed replacement Lender consents to the proposed amendment, waiver, consent or release; provided that the failure by such Non-Consenting Lender to execute and deliver an Assignment and Assumption shall not impair the validity of the removal of such Non-Consenting Lender and the mandatory assignment of such Non-Consenting Lender’s Commitments and outstanding Loans pursuant to this Section 10.13 shall nevertheless be effective without the execution by such Non-Consenting Lender of an Assignment and Assumption.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

(a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

(b) SUBMISSION TO JURISDICTION. EACH OF THE BORROWER AND EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF (OTHER THAN WITH RESPECT TO ACTIONS BY ANY AGENT IN RESPECT OF RIGHTS UNDER ANY SECURITY DOCUMENT GOVERNED BY LAWS OTHER THAN THE LAWS OF THE STATE OF NEW YORK OR WITH RESPECT TO ANY COLLATERAL SUBJECT THERETO), IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c) WAIVER OF VENUE. EACH OF THE BORROWER AND EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (b) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

10.15 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR

THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

10.16 No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Agents and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Agents and Lenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Agents and the Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) no Agent has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Agents and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and no Agent has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it or its Affiliates may have against any Agent with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

10.17 Electronic Execution of Assignments and Certain Other Documents. The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption or in any amendment or other modification hereof (including waivers and consents) shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

10.18 USA PATRIOT Act. Each Lender that is subject to the PATRIOT Act and each Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party

and other information that will allow such Lender or such Agent, as applicable, to identify each Loan Party in accordance with the PATRIOT Act. Each Loan Party shall, promptly following a request by any Agent or any Lender, provide all documentation and other information that such Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

10.19 Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or any Lender from the Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent or any Lender in such currency, the Administrative Agent or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law).

10.20 Segregation of Assets and Liabilities. Notwithstanding any other provision of this Agreement, all parties to this Agreement acknowledge and agree that: (i) this Agreement is intended to create an agreement between (a) a Cayman Islands SPC (the “SPC”) in respect of and for the account of a particular segregated portfolio of the SPC to which this Agreement relates and (b) the other parties to this Agreement, and accordingly that the rights and obligations of the SPC in respect of and for the account of the particular segregated portfolio under this Agreement are several and not joint as to any other segregated portfolio of the SPC, (ii) any liabilities of the SPC incurred under this Agreement in respect of and for the account of the particular segregated portfolio to which this Agreement relates shall only be satisfied out of, and all other parties hereto shall only be entitled to recourse to, the assets of the SPC attributable to such segregated portfolio and such other parties shall not be entitled to payment out of or to have recourse to the assets attributable to any other segregated portfolio of the SPC or to the general assets of the SPC, (iii) such other parties and the SPC may only set off or net any liability owed to, or by, the other parties by, or to, the SPC in respect of and for the account of the particular segregated portfolio to which this Agreement relates and not any other segregated portfolio of the SPC or against the general assets of the SPC, and (iv) without prejudice to the right to apply for a receivership order under the Companies Law (2013 Revision) of the Cayman Islands (as may be amended from time to time) in respect of the particular segregated portfolio to which this

Agreement relates, the other parties hereto will not take steps to petition to wind up the SPC. The term “general assets” shall mean the general assets of the SPC that are not allocated to or for the account of one or more segregated portfolios of the SPC.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.


DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent

By:		/s/ Michael Shannon
Name:		Michael Shannon
Title:		Vice President

By:		/s/ Peter Cucchiara
Name:		Peter Cucchiara
Title:		Vice President

DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender

By:		/s/ Michael Shannon
Name:		Michael Shannon
Title:		Vice President

By:		/s/ Peter Cucchiara
Name:		Peter Cucchiara
Title:		Vice President


Corbin Opportunity Fund, L.P., as a Lender

By:		/s/ Steven Carlino
Name:		Steven Carlino
Title:		CFO - Corbin Capital Partners, L.P. as Investment Manager


TENNENBAUM SPECIAL SITUATIONS FUND IX, LLC, as a Lender

By Tennenbaum Capital Partners, LLC, its Investment Manager

By:		/s/ Raj Vig
Name:		Raj Vig
Title:		Managing Partner


TENNENBAUM SENIOR LOAN FUND II, LP, as a Lender

By Tennenbaum Capital Partners, LLC, its Investment Manager

By:		/s/ Raj Vig
Name:		Raj Vig
Title:		Managing Partner


TENNENBAUM SENIOR LOAN FUND V, LLC, as a Lender

By Tennenbaum Capital Partners, LLC, its Investment Manager

By:		/s/ Raj Vig
Name:		Raj Vig
Title:		Managing Partner


FLAGLER MASTER FUND SPC, LTD., on behalf of and for the account of the Class B Segregated Portfolio

By:		/s/ David Koenig
Name:		David Koenig
Title:		Authorized Person
Address: C/O Candlewood Investment Group, LP, Investment Advisor 555 Theodore Fremd Avenue Suite C-303 Rye, NY 10580


FLAGLER MASTER FUND SPC, LTD., on behalf of and for the account of the Class A Segregated Portfolio

By:		/s/ David Koenig
Name:		David Koenig
Title:		Authorized Person
Address: C/O Candlewood Investment Group, LP, Investment Advisor 555 Theodore Fremd Avenue Suite C-303 Rye, NY 10580


CWD OC 522 MASTER FUND, LTD.

By:		/s/ David Koenig
Name:		David Koenig
Title:		Authorized Person
Address: C/O Candlewood Investment Group, LP, Investment Advisor 555 Theodore Fremd Avenue Suite C-303 Rye, NY 10580


CANDLEWOOD SPECIAL SITUATIONS MASTER FUND, LTD.

By:		/s/ David Koenig
Name:		David Koenig
Title:		Authorized Person
Address: C/O Candlewood Investment Group, LP, Investment Advisor 555 Theodore Fremd Avenue Suite C-303 Rye, NY 10580


CANDLEWOOD FINANCIAL OPPORTUNITIES FUND, LLC

By:		/s/ David Koenig
Name:		David Koenig
Title:		Authorized Person
Address: C/O Candlewood Investment Group, LP, Investment Advisor 555 Theodore Fremd Avenue Suite C-303 Rye, NY 10580


CANDLEWOOD FINANCIAL OPPORTUNITIES MASTER FUND, LP

By:		/s/ David Koenig
Name:		David Koenig
Title:		Authorized Person
Address: C/O Candlewood Investment Group, LP, Investment Advisor 555 Theodore Fremd Avenue Suite C-303 Rye, NY 10580


HIGHBRIDGE TACTICAL CREDIT & CONVERTIBLES MASTER FUND, L.P., as a Lender

By:		Highbridge Capital Management, LLC, as Trading Manager

By:		/s/ Jonathan Segal
Name:		Jonathan Segal
Title:		Managing Director


HIGHBRIDGE INTERNATIONAL LLC, as a Lender

By:		Highbridge Capital Management, LLC, as Trading Manager

By:		/s/ Jonathan Segal
Name:		Jonathan Segal
Title:		Managing Director

This INTERCREDITOR AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), is dated as of January 11, 2016, and entered into by and among WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as administrative agent for the holders of the First Lien Obligations (as defined below) (in such capacity and together with its successors and assigns from time to time, the “First Lien Administrative Agent”) and WILMINGTON TRUST, NATIONAL ASSOCIATION (“Wilmington Trust”), as collateral trustee for the holders of the Second Lien Obligations (as defined below) (in such capacity and together with its successors and assigns from time to time, the “Second Lien Collateral Trustee”) and acknowledged and agreed to by SUNEDISON, INC., a Delaware corporation (the “Company”) and the other Grantors (as defined below). Capitalized terms used in this Agreement have the meanings assigned to them in Section 1 below.

The Company, the lenders and agents party thereto, and Wells Fargo, as administrative agent, have entered into the First Lien Credit Agreement dated as of February 28, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time or, subject to Section 5.3 hereof, Refinanced, the “First Lien Credit Agreement”; provided, however, that no such agreement governing any Refinanced Indebtedness shall constitute a First Lien Credit Agreement if such agreement expressly provides that it is not intended to be a First Lien Credit Agreement hereunder);

The Company, the lenders party thereto, and Deutsche Bank AG New York Branch, as administrative agent (in such capacity and together with its successors in such capacity, the “Second Lien Administrative Agent”), Joint Lead Arrangers and Joint Book Runners named therein, and the Sole Syndication Agent named therein, have entered into the Second Lien Credit Agreement dated as of January 11, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, or, subject to Section 5.3 hereof, Refinanced, the “Second Lien Credit Agreement”; provided, however, that no such agreement governing any Refinanced Indebtedness shall constitute a Second Lien Credit Agreement if such agreement expressly provides that it is not intended to be a Second Lien Credit Agreement hereunder);

The Company intends to issue 5.00% guaranteed convertible senior secured notes due July 2, 2018 (including any related exchange notes, the “Second Lien Notes”) in an aggregate principal amount of $225,000,000 pursuant to an Indenture dated as of the date hereof (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, or, subject to Section 5.3 hereof, Refinanced, the “Second Lien Indenture”; provided, however, that no agreement governing any Refinanced Indebtedness shall constitute a Second Lien Indenture if such agreement expressly provides that it is not intended to be a Second Lien Indenture hereunder) among the Company, the guarantors party thereto and Wilmington Trust, as trustee (in such capacity and together with its successors in such capacity, the “Second Lien Indenture Trustee”).

Pursuant to (i) the First Lien Credit Agreement, the Company has agreed to cause certain current and future Subsidiaries to agree to guarantee the First Lien Obligations pursuant to a Subsidiary Guaranty (the “First Lien Subsidiary Guaranty”) and (ii) the Second Lien Credit Agreement and the Second Lien Indenture, the Company has agreed to cause certain current and future Subsidiaries to agree to guarantee the Second Lien Obligations pursuant to the Subsidiary Guaranties (the “Second Lien Subsidiary Guaranties”);

The obligations of the Company under the First Lien Credit Agreement, the obligations of the Company and the other Grantors under certain Hedge Agreements and in respect of Bank Product Obligations, and the obligations of the Subsidiary guarantors under the First Lien Subsidiary Guaranty are secured on a first-priority basis by liens on substantially all the assets of the Company and the Subsidiary guarantors (such current and future Subsidiaries of the Company providing a guarantee thereof, the “Guarantor Subsidiaries”), respectively, pursuant to the terms of the First Lien Collateral Documents;

The obligations of the Company under the Second Lien Credit Agreement the Second Lien Indenture and the Other Pari Passu Lien Debt Documents (as defined below) and the obligations of the Guarantor Subsidiaries under the Second Lien Subsidiary Guaranties will be secured on a second-priority basis by liens on substantially all the assets of the Company and the Guarantor Subsidiaries, respectively, pursuant to the terms of the Second Lien Collateral Documents;

The First Lien Loan Documents and the Second Lien Documents provide, among other things, that the parties thereto shall set forth in this Agreement their respective rights and remedies with respect to the Collateral; and

In consideration of the foregoing, the mutual covenants and obligations herein set forth and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, each of the First Lien Administrative Agent (on behalf of each First Lien Claimholder) and the Second Lien Collateral Trustee (on behalf of each Second Lien Claimholder), intending to be legally bound, hereby agrees as follows:

1.1 Defined Terms. As used in this Agreement, the following terms shall have the following meanings:

“Administrative Agent” means any First Lien Administrative Agent and/or any Second Lien Collateral Trustee, as the context may require.

“Affiliate” means, with respect to a specified Person, (a) any other Person that, directly or indirectly, Controls, is Controlled by or is under common Control with the Person specified or is a director or officer of the Person specified or (b) any other Person that directly or indirectly owns 10% or more of any class of equity interests of the Person specified.

“Agreement” has the meaning set forth in the Preamble to this Agreement.

“Bank Product Obligations” means, all obligations and liabilities (whether direct or indirect, absolute or contingent, due or to become due or now existing or hereafter incurred) of the Company or any other Grantor, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise, which may arise under, out of, or in connection with any treasury, investment, depository, clearing house, wire transfer, cash management or automated clearing house transfers of funds services or any related services, to any Person permitted to be a secured party in respect of such obligations under the applicable First Lien Loan Documents or Second Lien Documents, including, without limitation, First Lien Obligations arising from Related Treasury Management Arrangements (as defined in the First Lien Credit Agreement).

“Bankruptcy Case” means a case under the Bankruptcy Code or any other Bankruptcy Law.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

“Bankruptcy Law” means the Bankruptcy Code and any similar federal, state or foreign law for the relief of debtors.

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close.

“Claimholders” means the First Lien Claimholders and/or the Second Lien Claimholders, as the context may require.

“Collateral” means, at any time (except for Excluded Collateral, upon which neither the First Lien Administrative Agent nor the Second Lien Collateral Trustee shall hold a Lien but upon which the Second Lien Administrative Agent shall hold a Lien), all of the assets and property of any Grantor, whether real, personal or mixed, in which the holders of First Lien Obligations and the holders of Second Lien Obligations (or their respective Administrative Agents) hold, purport to hold or are required to hold, a security interest at such time (or, in the case of the First Lien Obligations, are deemed pursuant to Section 2 to hold a security interest), including any property subject to Liens granted pursuant to Section 6 to secure both First Lien Obligations and Second Lien Obligations.

“Collateral Documents” means the First Lien Collateral Documents and the Second Lien Collateral Documents.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Discharge of First Lien Obligations” means, except to the extent otherwise expressly provided in Section 5.6, each of the following has occurred:

(a) payment in full in cash of the principal of and interest (including interest accruing on or after the commencement of any Insolvency or Liquidation Proceeding, whether or not such interest would be allowed in such Insolvency or Liquidation Proceeding), on all Indebtedness outstanding under the First Lien Loan Documents and constituting First Lien Obligations;

(b) payment in full in cash of all Hedging Obligations constituting First Lien Obligations or the cash collateralization of all such Hedging Obligations on terms satisfactory to each applicable counterparty (or the making of other arrangements satisfactory to the applicable counterparty);

(c) payment in full in cash of all other First Lien Obligations that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid (other than any indemnification obligations for which no claim or demand for payment, whether oral or written, has been made at such time);

(d) termination or expiration of all commitments, if any, to extend credit that would constitute First Lien Obligations; and

(e) termination or cash collateralization (in an amount and manner reasonably satisfactory to the applicable letter of credit issuer, but in no event greater than 102.5% of the aggregate undrawn face amount), or the making of other arrangements satisfactory to the applicable letter of credit issuer of all letters of credit issued under the First Lien Loan Documents and constituting First Lien Obligations;

provided, that the Discharge of First Lien Obligations shall be deemed not to have occurred if any First Lien Loan Document is Refinanced in accordance with Section 5.3 and such Refinanced Indebtedness is then in effect and has not itself been Discharged or Refinanced in accordance with Section 5.3.

“Discharge of Second Lien Obligations” means, except to the extent otherwise expressly provided in Section 5.6, each of the following has occurred:

(a) payment in full in cash of the principal of and interest (including interest accruing on or after the commencement of any Insolvency or Liquidation Proceeding, whether or not such interest would be allowed in such Insolvency or Liquidation Proceeding), on all Indebtedness outstanding under the Second Lien Documents and constituting Second Lien Obligations;

(b) payment in full in cash of all other Second Lien Obligations that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid (other than any indemnification obligations for which no claim or demand for payment, whether oral or written, has been made at such time); and

(c) termination or expiration of all commitments, if any, to extend credit that would constitute Second Lien Obligations; and

provided, that the Discharge of Second Lien Obligations shall be deemed not to have occurred if any Second Lien Document is Refinanced in accordance with Section 5.3 and such Refinanced Indebtedness is then in effect and has not itself been Discharged or Refinanced in accordance with Section 5.3.

(a) foreclose, execute, levy, or collect on, take possession or control of (other than for purposes of perfection), sell or otherwise realize upon (judicially or non-judicially), or lease, license, or otherwise dispose of (whether publicly or privately), Collateral, or otherwise exercise or enforce remedial rights with respect to Collateral under the First Lien Loan Documents or the Second Lien Documents (including by way of setoff, recoupment, notification of a public or private sale or other disposition pursuant to the UCC or other applicable law, notification to account debtors, notification to depositary banks under deposit account control agreements, or exercise of rights under landlord consents, if applicable);

(b) solicit bids from third Persons, approve bid procedures for any proposed disposition of Collateral, to conduct the liquidation or disposition of Collateral or engage or retain sales brokers, marketing agents, investment bankers, accountants, appraisers, auctioneers, or other third Persons for the purposes of valuing, marketing, promoting, and selling Collateral;

(d) otherwise enforce a security interest or exercise another right or remedy, as a secured creditor or otherwise, pertaining to the Collateral at law, in equity, or pursuant to the First Lien Loan Documents or Second Lien Documents (including the

commencement of applicable legal proceedings or other actions with respect to all or any portion of the Collateral to facilitate the actions described in the preceding clauses, and exercising voting rights in respect of equity interests comprising Collateral); or

(e) effectuate or cause the Disposition of Collateral by any Grantor after the occurrence and during the continuation of an event of default under the First Lien Loan Documents or the Second Lien Documents with the consent of the First Lien Administrative Agent (or First Lien Claimholders) or the Second Lien Collateral Trustee (or Second Lien Claimholders), as applicable.

“Excess First Lien Obligations” means any Obligations that would constitute First Lien Obligations if not for the First Lien Cap Amount.

“Excess Second Lien Obligations” means any Obligations that would constitute Second Lien Obligations if not for the Second Lien Cap Amount.

“Excluded Collateral” means the “Fronting Compensation Fee Account” (as defined in the Second Lien Credit Agreement as in effect on the date hereof) and the funds on deposit therein.

“First Lien Administrative Agent” has the meaning set forth in the Preamble to this Agreement.

“First Lien Cap Amount” means, (x) unless the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding, $800,000,000 and (y) if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding, the lesser of (i) $950,000,000 and (ii) the amount of Indebtedness outstanding under the First Lien Credit Agreement on the date of commencement of such Insolvency or Liquidation Proceeding plus $150,000,000.

“First Lien Claimholders” means, at any relevant time, the holders of First Lien Obligations at that time, including the First Lien Lenders and the agents under the First Lien Loan Documents.

“First Lien Collateral” means any “Collateral,” or “Pledged Collateral” or similar term as defined in any First Lien Loan Document or any other assets of the Company or any other Grantor with respect to which a Lien is granted or purported to be granted or required to be granted pursuant to a First Lien Loan Document as security for any First Lien Obligations and shall include any property or assets subject to replacement Liens or adequate protection Liens in favor of any First Lien Claimholder; provided, however, that First Lien Collateral shall not include Excluded Collateral.

“First Lien Collateral Documents” means the Security Documents (as defined in the First Lien Loan Documents) and any other agreement, document or instrument pursuant to which a Lien is granted securing any First Lien Obligations or pursuant to which any such Lien is perfected.

“First Lien Credit Agreement” has the meaning set forth in the Recitals to this Agreement.

“First Lien Debt” means the Indebtedness and guarantees thereof now or hereafter incurred pursuant to the First Lien Loan Documents.

“First Lien Lenders” means the “Lenders” under and as defined in the First Lien Loan Documents.

“First Lien Loan Documents” means the First Lien Credit Agreement and the Loan Documents (as defined in the First Lien Credit Agreement) and each of the other agreements, documents and instruments entered into for the purpose of evidencing, governing, securing or perfecting the First Lien Obligations and any other document or instrument executed or delivered at any time in connection with any First Lien Obligations, including any intercreditor or joinder agreement among holders of First Lien Obligations, to the extent such are effective at the relevant time, as each may be amended, restated, amended and restated, supplemented, replaced or Refinanced or otherwise modified from time to time in accordance with the provisions of this Agreement.

“First Lien Obligations” means the “Obligations” as defined in the First Lien Credit Agreement; provided, however, that notwithstanding the foregoing, if the sum of: (1) Indebtedness constituting principal outstanding under the First Lien Credit Agreement and the other First Lien Loan Documents; plus (2) the aggregate face amount of any letters of credit issued and outstanding under the First Lien Credit Agreement (whether or not drawn, but without duplication of any amounts included in clause (1)), exceeds the First Lien Cap Amount, then only that portion of such Indebtedness and such aggregate face amount of letters of credit (on a pro rata basis based on the aggregate outstanding principal amount of such Indebtedness and face amount of letters of credit) equal to the First Lien Cap Amount shall be included in First Lien Obligations and interest and reimbursement obligations with respect to such Indebtedness and letters of credit shall only constitute First Lien Obligations to the extent related to Indebtedness and face amounts of letters of credit included in the First Lien Obligations. For avoidance of doubt, Hedging Obligations and Bank Product Obligations shall not be subject to the First Lien Cap Amount.

“First Lien Subsidiary Guaranty” has the meaning set forth in the Recitals to this Agreement.

“Governmental Authority” means any federal, state, municipal, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity or officer exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with a state of the United States, the United States, or a foreign entity or government.

“Grantors” means the Company, each of the Guarantor Subsidiaries and each other Person that has or may from time to time hereafter execute and deliver any First Lien Collateral Document and/or Second Lien Collateral Document as a “grantor” or “pledgor” (or the equivalent thereof) to secure any First Lien Obligations and/or Second Lien Obligations, as the context may require.

“Guarantor Subsidiaries” has the meaning set forth in the Recitals to this Agreement.

“Hedge Agreement” means a Swap Contract entered into by the Company or a Subsidiary with a counterparty as permitted under the First Lien Loan Documents.

“Hedging Obligation” of any Person means any obligation of such Person pursuant to any Hedge Agreement that constitutes First Lien Obligations.

“Indebtedness” means and includes all indebtedness for borrowed money; for the avoidance of doubt, “Indebtedness” shall not include reimbursement or other obligations in respect of letters of credit, Hedging Obligations or Bank Product Obligations.

(a) any voluntary or involuntary case or proceeding under the Bankruptcy Code with respect to any Grantor;

(b) any other voluntary or involuntary insolvency, reorganization or Bankruptcy Case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to any Grantor or with respect to a material portion of their respective assets;

(c) any liquidation, dissolution, reorganization or winding up of any Grantor whether voluntary or involuntary and whether or not involving insolvency or bankruptcy; or

(d) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of any Grantor.

“Joinder Agreement” means a supplement to this Agreement in the form of Exhibit A hereto required to be executed pursuant to Section 8.18.

“Lien” means any lien (including, judgment liens and liens arising by operation of law), mortgage, pledge, hypothecation, assignment, deposit arrangement, security interest, charge, preference or encumbrance of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any lease having substantially the same economic effect as any of the foregoing) and any option, call, trust (whether contractual, statutory, deemed, equitable, constructive, resulting or otherwise), UCC financing statement or other preferential arrangement having the practical effect of any of the foregoing, including any right of set-off or recoupment.

“New First Lien Debt Notice” has the meaning set forth in Section 5.6(a).

“New Second Lien Collateral Trustee” has the meaning set forth in Section 5.6(b).

“New Second Lien Debt Notice” has the meaning set forth in Section 5.6(b).

“Obligations” means all obligations of every nature of the Company and each other Grantor from time to time owed to any agent or trustee, the First Lien Claimholders, the Second Lien Claimholders or any of them or their respective Affiliates, in each case, under the First Lien Loan Documents, the Second Lien Documents or Hedge Agreements, whether for principal, interest or payments for early termination of Swap Contracts, fees, expenses, indemnification or otherwise and all guarantees of any of the foregoing and including any interest and fees that accrue after the commencement by or against any Person of any proceeding under any Bankruptcy Law naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

“Other Pari Passu Lien Debt” has the meaning ascribed to such term in clause (3) of the definition of “Pari Passu Lien Debt” in the Second Lien Collateral Trust Agreement.

“Other Pari Passu Lien Debt Documents” means any indenture, notes, credit agreement or other agreement or instrument pursuant to which any Other Pari Passu Lien Debt is incurred and each other instrument or agreement executed in connection with Other Pari Passu Lien Debt.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, limited partnership, Governmental Authority or other entity.

“Post-Petition Interest” means interest, fees, expenses and other charges that pursuant to the First Lien Loan Documents or the Second Lien Documents, as applicable, continue to accrue after the commencement of any Insolvency or Liquidation Proceeding, whether or not such interest, fees, expenses and other charges are allowed or allowable under the Bankruptcy Law or in any such Insolvency or Liquidation Proceeding.

“Refinance” means, in respect of any Indebtedness, to refinance, renew, defease, restructure, replace, refund or repay, or to issue other Indebtedness in exchange or replacement for, such Indebtedness in whole or in part and subject, in the case of First Lien Debt, to the First Lien Cap Amount or, in the case of Second Lien Debt, to the Second Lien Cap Amount regardless of whether the principal amount of such Refinancing Indebtedness is the same, greater than or less than the principal amount of the Refinanced Indebtedness. “Refinanced” and “Refinancing” shall have correlative meanings.

“Second Lien Adequate Protection Payments” has the meaning set forth in Section 6.3(b).

“Second Lien Administrative Agent” has the meaning set forth in the Recitals to this Agreement.

“Second Lien Cap Amount” means, (x) unless the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding, $950,000,000 plus the principal amount of the Indebtedness incurred pursuant to and in accordance with Section 2.14 of the Second Lien Credit Agreement as in effect on the date hereof and (y) if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding, the lesser of (i) $1,300,000,000 and (ii) the aggregate amount of Indebtedness outstanding under the Second Lien Credit Agreement, the Second Lien Notes issued pursuant to the Second Lien Indenture and Indebtedness under the Other Pari Passu Lien Debt Documents on the date of commencement of such Insolvency or Liquidation Proceeding plus $150,000,000.

“Second Lien Claimholders” means, at any relevant time, the holders of Second Lien Obligations at that time, including the Second Lien Noteholders, the Second Lien Lenders, holders of the Other Pari Passu Lien Debt and the agents and trustees under the Second Lien Documents.

“Second Lien Collateral” means any “Collateral,” “Pledged Collateral” or similar term as defined in any Second Lien Document or any other assets of the Company or any other Grantor with respect to which a Lien is granted, purported to be granted or required to be granted pursuant to a Second Lien Document as security for any Second Lien Obligations and shall include any property or assets subject to replacement Liens or adequate protection Liens in favor of any Second Lien Claimholder.

“Second Lien Collateral Documents” means the Pari Passu Lien Security Documents (as defined in the Second Lien Collateral Trust Agreement), the Second Lien Collateral Trust Agreement and any other agreement, document or instrument pursuant to which a Lien is granted securing any Second Lien Obligations or pursuant to which any such Lien is perfected.

“Second Lien Collateral Trustee” has the meaning set forth in the Preamble of this Agreement.

“Second Lien Credit Agreement” has the meaning set forth in the Recitals to this Agreement.

“Second Lien Collateral Trust Agreement” means that certain Collateral Trust Agreement dated as of the date hereof, by and among the Second Lien Administrative Agent, the Second Lien Indenture Trustee, the Second Lien Collateral Trustee, additional pari passu lien representatives from time to time party thereto, the Company and the Guarantors from time to time party thereto, specifying the equal and ratable lien sharing and related matters as among the Second Lien Claimholders.

“Second Lien Debt” means the Indebtedness and guarantees thereof now or hereafter incurred pursuant to the Second Lien Documents.

“Second Lien Documents” means the Second Lien Credit Agreement, the Loan Documents (as defined in the Second Lien Credit Agreement), the Second Lien Indenture, the Collateral Documents (as defined in the Second Lien Indenture), the Second Lien Notes, the Second Lien Subsidiary Guaranties, Other Pari Passu Lien Debt Documents, the Second Lien Collateral Trust Agreement and each of the other agreements, documents and instruments entered into for the purpose of evidencing, governing, securing or perfecting the Second Lien Obligations, and any other document or instrument executed or delivered at any time in connection with any Second Lien Obligations, including any intercreditor or joinder agreement among holders of Second Lien Obligations to the extent such are effective at the relevant time, as each may be amended, restated, amended and restated, supplemented, replaced or Refinanced or otherwise modified from time to time in accordance with the provisions of this Agreement.

“Second Lien Indenture” has the meaning set forth in the Recitals to this Agreement.

“Second Lien Indenture Trustee” has the meaning set forth in the Recitals to this Agreement.

“Second Lien Lenders” means the “Lenders” under and as defined in the Second Lien Credit Agreement.

“Second Lien Mortgages” means a collective reference to each mortgage, deed of trust and any other document or instrument under which any Lien on real property owned or leased by any Grantor is granted to secure any Second Lien Obligations or under which rights or remedies with respect to any such Liens are governed.

“Second Lien Notes” has the meaning set forth in the Recitals to this Agreement.

“Second Lien Obligations” means all “Obligations” or similar term as defined in the Second Lien Credit Agreement, the Second Lien Indenture and the Other Pari Passu Lien Debt Documents; provided, however, that notwithstanding the foregoing, if the sum of Indebtedness constituting principal outstanding under the Second Lien Credit Agreement, the Second Lien Notes issued under Second Lien Indenture, the Other Pari Passu Lien Debt Documents and the other Second Lien Documents exceeds the Second Lien Cap Amount, then only that portion of such Indebtedness (on a pro rata basis based on the aggregate outstanding principal amount of such Indebtedness) equal to the Second Lien Cap Amount shall be included in Second Lien Obligations and interest and reimbursement obligations with respect to such Indebtedness shall only constitute Second Lien Obligations to the extent related to Indebtedness included in the Second Lien Obligations.

“Second Lien Subsidiary Guaranty” has the meaning set forth in the Recitals to this Agreement.

“Subsidiary” means, as to any Person, a corporation, partnership, joint venture, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person.

“Swap Contract” means (a) any and all interest rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options for forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including such obligations or liabilities under any Master Agreement. For the avoidance of doubt, all Related Swap Contracts (as defined in the First Lien Credit Agreement) are Swap Contracts.

“UCC” means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect in any applicable jurisdiction.

1.2 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise:

(a) any definition of or reference herein to any agreement, instrument or other document, shall be construed as referring to such agreement, instrument or other document, as amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein to any statute or regulations shall include any amendment, renewal, extension or replacement thereof;

(b) any reference herein to any Person shall be construed to include such Person’s successors and assigns from time to time;

(c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof;

(d) all references herein to Sections shall be construed to refer to Sections of this Agreement; and

(e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

2.1 Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Second Lien Obligations granted on the Collateral or of any Liens securing the First Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC or any other applicable law or the Second Lien Documents or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the First Lien Obligations, the subordination of such Liens to any other Liens, or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the Second Lien Collateral Trustee, for itself and on behalf of each other Second

Lien Claimholder, and the First Lien Administrative Agent, for itself and on behalf of each other First Lien Claimholder, hereby agrees that:

(a) any Lien on the Collateral securing any First Lien Obligations now or hereafter held by or on behalf of the First Lien Administrative Agent or any First Lien Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Collateral securing any Second Lien Obligations;

(b) any Lien on the Collateral securing any Second Lien Obligations now or hereafter held by or on behalf of the Second Lien Collateral Trustee, any Second Lien Claimholders or any agent or trustee therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Collateral securing any First Lien Obligations. All Liens on the Collateral securing any First Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second Lien Obligations for all purposes, whether or not such Liens securing any First Lien Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person;

(c) any Lien on the Collateral securing any Excess First Lien Obligations now or hereafter held by or on behalf of the First Lien Administrative Agent, any First Lien Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to any Lien on the Collateral securing any Second Lien Obligations; and

(d) any Lien on the Collateral securing any Excess Second Lien Obligations now or hereafter held by or on behalf of the Second Lien Collateral Trustee or any Second Lien Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to any Lien on the Collateral securing any First Lien Obligations or any Excess First Lien Obligations.

2.2 Prohibition on Contesting Liens; No Marshaling. Each of the Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Claimholder, and the First Lien Administrative Agent, for itself and on behalf of each other First Lien Claimholder, agrees that it will not (and hereby waives any right to) directly or indirectly contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the priority, validity, perfection, extent or enforceability of a Lien held, or purported to be held, by or on behalf of any of the First Lien Claimholders in the First Lien Collateral or by or on behalf of any of the Second Lien Claimholders in the Second Lien Collateral, as the case may be, or the amount, nature or extent of the First Lien Obligations or Second Lien Obligations or the

provisions of this Agreement; provided, that nothing in this Agreement shall be construed to prevent or impair the rights of the First Lien Administrative Agent or any other First Lien Claimholder to enforce this Agreement, including the provisions of this Agreement relating to the priority of the Liens securing the First Lien Obligations as provided in Sections 2.1 and 3.1. Until the Discharge of First Lien Obligations, neither the Second Lien Collateral Trustee nor any other Second Lien Claimholder will assert any marshaling right that may otherwise be available to a junior secured creditor.

2.3 No New Liens. So long as the Discharge of First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the Company shall not, and shall not permit any other Grantor to:

(a) except for Excluded Collateral, upon which neither the First Lien Administrative Agent nor the Second Lien Collateral Trustee shall hold a Lien but upon which the Second Lien Administrative Agent shall hold a Lien, grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure the First Lien Obligations, the parties hereto agreeing that any such Lien shall be subject to Section 2.1; provided that this provision will not be violated with respect to any First Lien Obligations if the First Lien Administrative Agent is given a reasonable opportunity to accept a Lien on any asset or property and either the Company or the First Lien Administrative Agent states in writing that the First Lien Loan Documents prohibit the First Lien Administrative Agent from accepting a Lien on such asset or property, or the First Lien Administrative Agent otherwise expressly declines to accept a Lien on such asset or property (any such prohibited or declined lien, a “First Lien Declined Lien”).

(b) grant or permit any additional Liens on any asset or property to secure any First Lien Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the Second Lien Obligations; provided that this provision will not be violated with respect to any Second Lien Obligations if the Second Lien Collateral Trustee is given a reasonable opportunity to accept a Lien on any asset or property and either the Company or the Second Lien Collateral Trustee states in writing that the Second Lien Documents prohibit the Second Lien Collateral Trustee from accepting a Lien on such asset or property, or the Second Lien Collateral Trustee otherwise expressly declines to accept a Lien on such asset or property (any such prohibited or declined lien, a “Second Lien Declined Lien” and, together with the First Lien Declined Liens, the “Declined Liens”).

Except for Excluded Collateral, upon which neither the First Lien Administrative Agent nor the Second Lien Collateral Trustee shall hold a Lien but upon which the Second Lien Administrative Agent shall hold a Lien, and any Declined Liens, if the Second Lien Collateral Trustee or any Second Lien Claimholder shall hold any Lien on any assets or property of any Grantor securing any Second Lien Obligations that are not also subject to

the first-priority Liens securing all First Lien Obligations under the First Lien Collateral Documents, the Second Lien Collateral Trustee or Second Lien Claimholder (i) shall notify the First Lien Administrative Agent promptly upon becoming aware thereof, and (ii) unless such Grantor shall promptly grant a similar Lien, other than any such Lien that would constitute a Declined Lien, on such assets or property to the First Lien Administrative Agent as security for the First Lien Obligations, the Second Lien Collateral Trustee and Second Lien Claimholders shall be deemed to hold and have held such Lien for the benefit of the First Lien Administrative Agent and the other First Lien Claimholders, other than any First Lien Claimholders whose First Lien Loan Documents prohibit them from taking such Liens, as security for the First Lien Obligations. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to any First Lien Administrative Agent and/or the First Lien Claimholders, the Second Lien Collateral Trustee, on behalf of each Second Lien Claimholder, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2.

2.4 Similar Liens and Agreements. The parties hereto agree that, subject to Sections 2.3 and 5.3(c) and except for Excluded Collateral, upon which neither the First Lien Administrative Agent nor the Second Lien Collateral Trustee shall hold a Lien but upon which the Second Lien Administrative Agent shall hold a Lien, it is their intention that the First Lien Collateral and the Second Lien Collateral be identical. In furtherance of the foregoing and of Section 8.10, the parties hereto agree, subject to the other provisions of this Agreement:

(a) upon request by the First Lien Administrative Agent or the Second Lien Collateral Trustee, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien Collateral and the Second Lien Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Loan Documents and the Second Lien Documents; and

(b) that the documents and agreements creating or evidencing the First Lien Collateral and the Second Lien Collateral and guarantees for the First Lien Obligations and the Second Lien Obligations, subject to Sections 2.3 and 5.3(c), shall be in all material respects the same forms of documents other than with respect to the first lien and the second lien nature of the Obligations thereunder.

2.5 Perfection of Liens. Except for the arrangements contemplated by Section 5.5, none of the First Lien Administrative Agent or the First Lien Claimholders shall be responsible for perfecting and maintaining the perfection of Liens with respect to the Collateral for the benefit of the Second Lien Collateral Trustee or the Second Lien Claimholders. The provisions of this Agreement are intended solely to govern the respective Lien priorities as between the First Lien Claimholders on the one hand and the Second Lien Claimholders on the other hand and such provisions shall not impose on the

First Lien Administrative Agent, the First Lien Claimholders, the Second Lien Collateral Trustee, the Second Lien Claimholders or any agent or trustee therefor any obligations in respect of the disposition of proceeds of any Collateral which would conflict with prior-perfected claims therein in favor of any other Person or any order or decree of any court or Governmental Authority or any applicable law.

2.6 Nature of First Lien Obligations. Each Second Lien Collateral Trustee, on behalf of itself and each Second Lien Claimholder represented by it, acknowledges that a portion of the First Lien Obligations represents, or may in the future represent, debt that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently re-borrowed, and that, the terms of the First Lien Loan Documents and the First Lien Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the First Lien Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Second Lien Collateral Trustee or the other Second Lien Claimholders and without affecting the provisions hereof. The lien priorities provided in Section 2.1 shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the First Lien Obligations or the Second Lien Obligations, or any portion thereof.

(a) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the Second Lien Collateral Trustee and the Second Lien Claimholders:

(1) will not commence or maintain, or seek to commence or maintain, any Enforcement Action or otherwise exercise any rights or remedies with respect to the Collateral; provided that the Second Lien Collateral Trustee may commence an Enforcement Action or otherwise exercise any or all such rights or remedies after the passage of a period of at least 180 days has elapsed since the later of: (i) the date on which the Second Lien Collateral Trustee declared the existence of any Event of Default (and as defined in) under any Second Lien Document and demanded the repayment of all the principal amount of any Second Lien Obligations; and (ii) the date on which the First Lien Administrative Agent received notice from the Second Lien Collateral Trustee of such declarations of such Event of Default and demand for payment (the “Standstill Period”); provided, further, that notwithstanding anything herein to the contrary, in no event shall the Second Lien Collateral Trustee or any Second Lien Claimholder take any Enforcement Action with respect to the Collateral if, notwithstanding the expiration of the Standstill Period, the First Lien Administrative Agent or

the First Lien Claimholders shall have commenced and be diligently pursuing an Enforcement Action or other exercise of their rights or remedies in each case with respect to all or any material portion of the Collateral (prompt notice of such exercise to be given to the Second Lien Collateral Trustee);

(2) will not contest, protest or object to any foreclosure proceeding or action brought by the First Lien Administrative Agent or any First Lien Claimholder or any other exercise by the First Lien Administrative Agent or any First Lien Claimholder of any rights and remedies relating to the First Lien Collateral under the First Lien Loan Documents or otherwise (including any Enforcement Action initiated by or supported by the First Lien Administrative Agent or any First Lien Claimholder); and

(3) subject to their rights under Section 3.1(a)(1), will not object to the forbearance by the First Lien Administrative Agent or any First Lien Claimholder from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral,

in each case so long as any proceeds received by the First Lien Administrative Agent in excess of those necessary to achieve a Discharge of First Lien Obligations are distributed in accordance with Section 4.1 and applicable law.

(b) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, subject to Section 3.1(a)(1), the First Lien Administrative Agent and the First Lien Claimholders shall have the exclusive right to commence and maintain an Enforcement Action or otherwise enforce rights, exercise remedies (including set-off, recoupment and the right to credit bid their debt, except that Second Lien Collateral Trustee shall have the credit bid rights set forth in Section 3.1(c)(6)), and subject to Section 5.1, make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of the Second Lien Collateral Trustee or any other Second Lien Claimholder; provided that any proceeds received by the First Lien Administrative Agent in excess of those necessary to achieve a Discharge of First Lien Obligations are distributed in accordance with Section 4.1 and applicable law. In commencing or maintaining any Enforcement Action or otherwise exercising rights and remedies with respect to the Collateral, the First Lien Administrative Agent and the First Lien Claimholders may enforce the provisions of the First Lien Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion in compliance with any applicable law and without consultation with the Second Lien Collateral Trustee or any Second Lien Claimholder and regardless of whether any such exercise is adverse to the interest of any Second Lien Claimholder. Such exercise and

enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction, consistent with the First Lien Loan Documents.

(1) file a claim or statement of interest with respect to the Second Lien Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor;

(2) take any action not adverse to the priority status of the Liens on the Collateral securing the First Lien Obligations, or the rights of any First Lien Administrative Agent or the First Lien Claimholders to exercise remedies in respect thereof, in order to create, perfect, preserve or protect its Lien on the Collateral;

(3) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Claimholders, including any claims secured by the Collateral, if any, in each case in accordance with the terms of this Agreement;

(4) vote on any plan of reorganization, arrangement, compromise or liquidation, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Second Lien Obligations and the Collateral; provided that no filing of any claim or vote, or pleading related to such claim or vote, to accept or reject a disclosure statement, plan of reorganization, arrangement, compromise or liquidation, or any other document, agreement or proposal similar to the foregoing by the Second Lien Collateral Trustee or any other Second Lien Claimholder may be inconsistent with the provisions of this Agreement;

(5) exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period to the extent permitted by Section 3.1(a)(1);

(6) bid for or purchase Collateral at any public, private or judicial foreclosure upon such Collateral initiated by the First Lien Administrative Agent or any other First Lien Claimholder, or any sale of Collateral during an Insolvency or Liquidation Proceeding; provided that

such bid may not include a “credit bid” in respect of any Second Lien Obligations unless the cash proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations; and

(7) object to any proposed acceptance of Collateral by the First Lien Administrative Agent or any First Lien Claimholder pursuant to Section 9-620 of the UCC.

The Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Claimholder, agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including set-off and recoupment) with respect to any Collateral in its capacity as a creditor, unless and until the Discharge of First Lien Obligations has occurred, except in connection with any foreclosure expressly permitted by Section 3.1(a)(1) (to the extent the Second Lien Collateral Trustee and Second Lien Claimholders are permitted to retain the proceeds thereof in accordance with Section 4.2 of this Agreement). Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Obligations has occurred, except as expressly provided in Sections 3.1(a) and 6.3(b) and this Section 3.1(c), the sole right of the Second Lien Collateral Trustee and the Second Lien Claimholders with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First Lien Obligations has occurred.

(1) the Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Claimholder, agrees that the Second Lien Collateral Trustee and the Second Lien Claimholders will not take any action that would hinder any exercise of remedies under the First Lien Loan Documents or is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise;

(2) the Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Claimholder, hereby waives any and all rights it or the Second Lien Claimholders may have as a junior lien creditor to object to the manner in which the First Lien Administrative Agent or any other First Lien Claimholder seeks to enforce or collect the First Lien Obligations or the Liens securing the First Lien Obligations granted in any of the First Lien Collateral undertaken in accordance with this Agreement, regardless of whether any action or failure to act by or on behalf of the First Lien Administrative Agent or any other First Lien Claimholder is adverse to the interest of any Second Lien Claimholder; and

(3) the Second Lien Collateral Trustee hereby acknowledges and agrees that no covenant, agreement or restriction contained in the Second Lien Collateral Documents or any other Second Lien Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the First Lien Administrative Agent or any other First Lien Claimholder with respect to the Collateral as set forth in this Agreement and the First Lien Loan Documents.

(e) Notwithstanding any other provision of this Agreement to the contrary, the Second Lien Collateral Trustee and the other Second Lien Claimholders may exercise rights and remedies as unsecured creditors against the Company or any other Grantor that has guaranteed or granted Liens to secure the Second Lien Obligations in accordance with the terms of the Second Lien Documents and applicable law (other than initiating or joining in an involuntary case or proceeding under any Insolvency or Liquidation Proceeding with respect to any Grantor); provided that in the event that any Second Lien Claimholder becomes a judgment Lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Second Lien Obligations, such judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the First Lien Obligations) in the same manner as the other Liens securing the Second Lien Obligations are subject to this Agreement.

(f) Except as specifically set forth in Sections 3.1(a) and 3.1(d), nothing in this Agreement shall prohibit the receipt by the Second Lien Collateral Trustee or any other Second Lien Claimholder of the required payments of interest, principal and other amounts owed in respect of the Second Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by the Second Lien Collateral Trustee or any other Second Lien Claimholder of rights or remedies as a secured creditor (including set-off and recoupment) or enforcement in contravention of this Agreement of any Lien held by any of them or as a result of any other violation by any Second Lien Claimholder of the express terms of this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First Lien Administrative Agent or any other First Lien Claimholder may have against the Grantors with respect to the First Lien Collateral.

3.2 Actions Upon Breach; Specific Performance. If any Second Lien Claimholder, in contravention of the terms of this Agreement, in any way takes, attempts to or threatens to take any action with respect to the Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement), or fails to take any action required by this Agreement, this Agreement shall create an irrebutable presumption and admission by such Second Lien Claimholder that relief against such Second Lien Claimholder by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the First Lien Claimholders, it being understood and agreed by the Second Lien Collateral Trustee on behalf of each Second Lien Claimholder that (i) the First Lien Claimholders’ damages from actions of

any Second Lien Claimholder may at that time be difficult to ascertain and may be irreparable, and (ii) each Second Lien Claimholder waives any defense that the Grantors and/or the First Lien Claimholders cannot demonstrate damage and/or be made whole by the awarding of damages. Each of the First Lien Administrative Agent and the Second Lien Collateral Trustee may demand specific performance of this Agreement. The First Lien Administrative Agent, on behalf of itself and each other First Lien Claimholder under the First Lien Loan Documents, and the Second Lien Collateral Trustee, on behalf of itself and each other Second Lien Claimholder under the Second Lien Documents, hereby irrevocably waive any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by the First Lien Administrative Agent or the First Lien Claimholders or the Second Lien Collateral Trustee or the Second Lien Claimholders, as the case may be. No provision of this Agreement shall constitute or be deemed to constitute a waiver by the First Lien Administrative Agent on behalf of itself and each other First Lien Claimholder or the Second Lien Collateral Trustee on behalf of itself and each other Second Lien Claimholder of any right to seek damages from any Person in connection with any breach or alleged breach of this Agreement.

4.1 Application of Proceeds. So long as the Discharge of First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, any Collateral or any proceeds thereof received in connection with any Enforcement Action or other exercise of remedies by the First Lien Administrative Agent or any First Lien Claimholder shall be applied by the First Lien Administrative Agent to the First Lien Obligations in such order as specified in the relevant First Lien Loan Documents; provided, that any non-cash Collateral or non-cash proceeds may be held by the First Lien Administrative Agent as Collateral unless the failure to apply such amounts would be commercially unreasonable. Upon the Discharge of First Lien Obligations, the First Lien Administrative Agent shall, in the following order, (w) unless a Discharge of Second Lien Obligations has already occurred, deliver any remaining proceeds of Collateral held by it to the Second Lien Collateral Trustee to be applied by the Second Lien Collateral Trustee to the Second Lien Obligations in such order as specified in the Second Lien Collateral Trust Agreement until a Discharge of Second Lien Obligations, (x) if a Discharge of Second Lien Obligations has already occurred, apply such proceeds of Collateral to the Excess First Lien Obligations in such order as specified in the First Lien Loan Documents until payment in full in cash of all such Excess First Lien Obligations, (y) if at such time there are no Excess First Lien Obligations outstanding, deliver any remaining proceeds of Collateral held by it to the Second Lien Collateral Trustee to be applied by the Second Lien Collateral Trustee to any Excess Second Lien Obligations in such order as specified in the Second Lien Collateral Trust Agreement and (z) if at such time there are no Excess Second Lien Obligations outstanding, deliver such proceeds of Collateral to the Grantors, their successors or assigns from time to time, or to whomever may be lawfully entitled to receive the same. Without limiting the obligations of the Second Lien Claimholders under Section 4.2, after the Discharge of First Lien Obligations has occurred, upon the Discharge of Second Lien Obligations, the Second

Lien Collateral Trustee shall, in the following order, (x) if there are any Excess First Lien Obligations, deliver any remaining proceeds of Collateral held by it to the First Lien Administrative Agent, for application by the First Lien Administrative Agent to the Excess First Lien Obligations in such order as specified in the First Lien Loan Documents until payment in full in cash of all Excess First Lien Obligations, and (y) if at such time there are no Excess First Lien Obligations but there are Excess Second Lien Obligations, apply such proceeds of Collateral to the Excess Second Lien Obligations in such order as specified in the Second Lien Collateral Trust Agreement until such time there are no Excess Second Lien Obligations outstanding and (z) if at such time there are no Excess First Lien Obligations and no Excess Second Lien Obligations outstanding, to the Grantors, their successors or assigns from time to time, or to whomever may be lawfully entitled to receive the same.

(a) So long as the Discharge of First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, any Collateral or any proceeds thereof (including assets or proceeds subject to Liens referred to in the second to last paragraph of Section 2.3 and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received in contravention of this Agreement by the Second Lien Collateral Trustee or any other Second Lien Claimholder in connection with any Enforcement Action or other exercise of any right or remedy relating to the Collateral, less any reasonable out-of-pocket expenses incurred in connection with such Enforcement Action, in all cases shall be segregated and held in trust and forthwith paid over to the First Lien Administrative Agent for the benefit of the First Lien Claimholders in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or warranties) or as a court of competent jurisdiction may otherwise direct. The First Lien Administrative Agent is hereby authorized to make any such endorsements as agent for the Second Lien Collateral Trustee or any such other Second Lien Claimholder. This authorization is coupled with an interest and is irrevocable until the Discharge of First Lien Obligations.

(b) So long as the Discharge of First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, any Collateral or proceeds thereof (including any assets or proceeds subject to Liens referred to in the second to last paragraph of Section 2.3 and assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received not in contravention of this Agreement, and not otherwise subject to Section 4.2(a), by the Second Lien Collateral Trustee or any other Second Lien Claimholder in connection with any Enforcement Action or other exercise of any right or remedy relating to the Collateral, less any reasonable out-of-pocket expenses incurred in connection with such Enforcement Action, in all cases shall be segregated and held in trust and forthwith paid over to the First Lien Administrative Agent for the benefit of the

First Lien Claimholders in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representation or warranty) or as a court of competent jurisdiction may otherwise direct; provided that with respect to Collateral this Section 4.2(b) shall only be applicable if the exercise of such right or remedy by the Second Lien Collateral Trustee or any Second Lien Claimholder has the effect of discharging the Lien of the First Lien Administrative Agent on such Collateral. The First Lien Administrative Agent is hereby authorized to make any such endorsements as agent for the Second Lien Collateral Trustee or any such other Second Lien Claimholder. This authorization is coupled with an interest and is irrevocable until the Discharge of First Lien Obligations.

(c) So long as the Discharge of First Lien Obligations has not occurred, if in any Insolvency or Liquidation Proceeding the Second Lien Collateral Trustee or any other Second Lien Claimholder shall receive any distribution of money or other property in respect of the Collateral (including any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) such money or other property (other than debt obligations of the reorganized debtor distributed as contemplated by Section 6.6) shall be segregated and held in trust and forthwith paid over to the First Lien Administrative Agent for the benefit of the First Lien Claimholders in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations or warranties). Any Lien received by the Second Lien Collateral Trustee or any other Second Lien Claimholder in respect of any of the Second Lien Obligations in any Insolvency or Liquidation Proceeding shall be subject to the terms of this Agreement.

(d) Notwithstanding anything in this Section 4.2 to the contrary, neither the Second Lien Collateral Trustee nor any Second Lien Claimholder shall have any obligation to turnover any proceeds of Excluded Collateral to the First Lien Administrative Agent.

(a) If in connection with any Enforcement Action by the First Lien Administrative Agent or any other exercise of the First Lien Administrative Agent’s remedies in respect of the Collateral, in each case prior to the Discharge of First Lien Obligations, the First Lien Administrative Agent, for itself or on behalf of any other First Lien Claimholder, releases any of its Liens on any part of the Collateral or releases any Guarantor Subsidiary from its obligations under its guaranty of the First Lien Obligations, then the Liens, if any, of the Second Lien Collateral Trustee, for itself or for the benefit of the Second Lien Claimholders, on such Collateral, and the obligations of such Guarantor Subsidiary under its guaranty of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released. If in connection with any Enforcement Action or

other exercise of rights and remedies by the First Lien Administrative Agent, in each case prior to the Discharge of First Lien Obligations, the equity interests of any Person are foreclosed upon or otherwise disposed of and the First Lien Administrative Agent releases its Lien on the property or assets of such Person then the Liens of Second Lien Collateral Trustee with respect to the property or assets of such Person (other than any property or assets that constitute Excluded Collateral) will be automatically released to the same extent as the Liens of the First Lien Administrative Agent. The Second Lien Collateral Trustee, for itself or on behalf of any such Second Lien Claimholders, promptly shall execute and deliver to the First Lien Administrative Agent or such Guarantor Subsidiary such termination statements, releases and other documents as the First Lien Administrative Agent or such Guarantor Subsidiary may request to effectively confirm the foregoing releases.

(b) If in connection with any sale, lease, exchange, transfer or other disposition of any Collateral by any Grantor (collectively, a “Disposition”) permitted under the terms of the First Lien Loan Documents and the terms of the Second Lien Documents (other than in connection with an Enforcement Action or other exercise of the First Lien Administrative Agent’s remedies in respect of the Collateral which shall be governed by Section 5.1(a)), the First Lien Administrative Agent, for itself or on behalf of any other First Lien Claimholder, releases any of its Liens on any part of the Collateral, or releases any Guarantor Subsidiary from its obligations under its guaranty of the First Lien Obligations, in each case other than (A) in connection with, or following, the Discharge of First Lien Obligations or (B) after the occurrence and during the continuance of any Event of Default under (and as defined in) the Second Lien Document, then the Liens, if any, of the Second Lien Collateral Trustee, for itself and for the benefit of the other Second Lien Claimholders, on such Collateral, and the obligations of such Guarantor Subsidiary under its guaranty of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released. The Second Lien Collateral Trustee, for itself or on behalf of each other Second Lien Claimholder, shall promptly execute and deliver to the First Lien Administrative Agent or such Guarantor Subsidiary such termination statements, releases and other documents as the First Lien Administrative Agent or such Guarantor Subsidiary may request to effectively confirm such release.

(c) Until the Discharge of First Lien Obligations occurs, the Second Lien Collateral Trustee, on behalf of itself and each other Second Lien Claimholder, hereby irrevocably designates and appoints the First Lien Administrative Agent and any officer or agent of the First Lien Administrative Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Second Lien Collateral Trustee and such Second Lien Claimholder or in the First Lien Administrative Agent’s own name, from time to time in the First Lien Administrative Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes

of this Section 5.1, including any endorsements or other instruments of transfer or release. This power is coupled with an interest and is irrevocable until the Discharge of First Lien Obligations.

(d) Until the Discharge of First Lien Obligations occurs, to the extent that the First Lien Administrative Agent or any First Lien Claimholder (i) has released any Lien on Collateral or any Guarantor Subsidiary from its obligation under its guarantee and any such Liens or guarantee are later reinstated or (ii) obtains any new Liens or additional guarantees from any Guarantor Subsidiary, then the Second Lien Collateral Trustee, for itself and for the other Second Lien Claimholders, shall be granted a Lien on any such Collateral (except to the extent such Lien represents a Second Lien Declined Lien with respect to the Second Lien Debt represented by the Second Lien Collateral Trustee), subject to the lien subordination provisions of this Agreement, and the Second Lien Collateral Trustee shall be granted an additional guarantee, as the case may be.

5.2 Insurance. Unless and until the Discharge of First Lien Obligations has occurred, the First Lien Administrative Agent and the other First Lien Claimholders shall have the sole and exclusive right, subject to the rights of the Grantors under the First Lien Loan Documents, to adjust settlement for any insurance policy covering the Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding (or any deed in lieu of condemnation) affecting the Collateral. Unless and until the Discharge of First Lien Obligations has occurred, and subject to the rights of the Grantors under the First Lien Loan Documents, all proceeds of any such policy and any such award (or any payments with respect to a deed in lieu of condemnation) if in respect of the Collateral shall be paid to the First Lien Administrative Agent for the benefit of the First Lien Claimholders pursuant to the terms of the First Lien Loan Documents (including for purposes of cash collateralization of letters of credit) and thereafter, if a Discharge of First Lien Obligations has occurred, and subject to the rights of the Grantors under the Second Lien Documents, the balance of such proceeds shall be paid to the Second Lien Collateral Trustee for the benefit of the Second Lien Claimholders to the extent required under the Second Lien Documents and then, if a Discharge of Second Lien Obligations has occurred, any remaining balance shall be paid to the First Lien Administrative Agent for application to the prepayment of any Excess First Lien Obligations and, then, after the payment in full in cash of all Excess First Lien Obligations, any remaining balance shall be paid to the Second Lien Collateral Trustee for application to the prepayment of any Excess Second Lien Obligations, and thereafter, any remaining balance shall be paid to the Grantors, their successors or assigns from time to time, or to whomever may be lawfully entitled to receive the same. Until the Discharge of First Lien Obligations has occurred, if the Second Lien Collateral Trustee or any other Second Lien Claimholder shall, at any time, receive any proceeds of any such insurance policy or any such award or payment in contravention of this Agreement, then it shall segregate and hold in trust and forthwith pay such proceeds over to the First Lien Administrative Agent in accordance with the terms of Section 4.2.

(a) The First Lien Loan Documents may be amended, restated, amended and restated, supplemented, extended or otherwise modified from time to time in accordance with their terms and the First Lien Debt may be Refinanced, in each case, without notice to, or the consent of the Second Lien Collateral Trustee or the other Second Lien Claimholders, all without affecting the lien subordination or other provisions of this Agreement; provided that any such amendment, restatement, supplement, extension, modification or Refinancing is not inconsistent with the terms of this Agreement and, in the case of a Refinancing, the holders of such Refinancing debt (directly or through their agent) bind themselves in a writing addressed to the Second Lien Collateral Trustee to the terms of this Agreement; provided, further, that any such amendment, restatement, supplement, extension, modification or Refinancing shall not, without the consent of the Second Lien Collateral Trustee:

(1) increase the sum of the following to an amount in excess of the First Lien Cap Amount: (A) the then-outstanding aggregate principal amount of the Indebtedness outstanding under the First Lien Loan Documents (including, if any, any undrawn portion of any commitment under the First Lien Loan Documents) plus (B) the aggregate face amount of any letters of credit issued and outstanding under the First Lien Loan Documents;

(2) increase the “Applicable Rate” or similar interest rate or yield provisions applicable to the Indebtedness outstanding under the First Lien Loan Documents in a manner that would result in the total yield thereon (after giving effect, without limitation, to any original issue discount, upfront fees, exit fees or other fees in each case payable to the lenders generally) to exceed by more than four percent (4%) per annum the total yield on Indebtedness thereunder as in effect on the date such Indebtedness became First Lien Debt (excluding increases resulting from the accrual of interest at the default rate under the First Lien Credit Agreement as in effect on the date hereof);

(3) increase the fees for Letters of Credit and Bankers’ Acceptances by more than four percent (4%) of face amount in excess of the fees in effect under the First Lien Credit Agreement as in effect on the date hereof;

(5) modify (or undertake an action with the effect of a modification of) the mandatory prepayment provisions of the First Lien Loan Document (including accelerating or increasing the amortization of principal) in a manner adverse to the Second Lien Claimholders.

(b) The Second Lien Documents may be amended, restated, amended and restated, supplemented, extended, or otherwise modified from time to time in accordance with their terms and the Second Lien Debt may be Refinanced, in each case, without notice to, or the consent of the First Lien Administrative Agent or any other First Lien Claimholder, all without affecting the lien subordination or other provisions of this Agreement; provided that any such amendment, restatement, supplement, extension, modification or Refinancing is not inconsistent with the terms of this Agreement and, in the case of any Refinancing, the holders of such Refinancing debt (directly or through their agent) bind themselves in a writing addressed to the First Lien Administrative Agent to the terms of this Agreement; provided, further, that any such amendment, restatement, supplement, extension, modification or Refinancing shall not, without the consent of the First Lien Administrative Agent:

(1) increase the then-outstanding aggregate principal amount of the Indebtedness outstanding under all Second Lien Documents (including, if any, any undrawn portion of any commitment under the Second Lien Documents) to an amount in excess of the Second Lien Cap Amount;

(2) increase the “Applicable Rate” or similar interest rate or yield provisions applicable to the Indebtedness outstanding under the Second Lien Documents in a manner that would result in the total yield thereon (after giving effect, without limitation, to any original issue discount, upfront fees, exit fees or other fees in each case payable to the lenders generally) to exceed by more than two percent (2%) per annum the total yield on Indebtedness thereunder as in effect on the date such Indebtedness became Second Lien Debt (excluding increases resulting from the accrual of interest at the default rate under the Second Lien Credit Agreement or the Second Lien Indenture as in effect on the date hereof);

(3) accelerate any date upon which a scheduled payment of principal or interest is due, or otherwise decrease the weighted average life to maturity; or

(4) modify (or undertake any action having the effect of a modification of) the mandatory prepayment provisions of the Second Lien Document in a manner adverse to the First Lien Claimholders.

(c) In the event any First Lien Administrative Agent or the First Lien Claimholders and the relevant Grantor enter into any amendment, waiver or consent in respect of any of the First Lien Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First Lien Collateral Document or changing in any manner the rights of the First Lien Administrative Agent, such First Lien Claimholders, the Company or any other Grantor thereunder, then such

amendment, waiver or consent shall apply automatically to any comparable provision of a Second Lien Collateral Document without the consent of the Second Lien Collateral Trustee or any other Second Lien Claimholder and without any action by the Second Lien Collateral Trustee, the Company or any other Grantor, provided that:

(A) removing assets subject to the Lien of the Second Lien Collateral Documents, except to the extent that a release of such Lien is permitted or required by Section 5.1 and provided that there is a corresponding release of the Liens securing the First Lien Obligations;

(D) being prejudicial to the interests of the Second Lien Claimholders to a greater extent than the First Lien Claimholders (other than by virtue of their relative priority and the rights and obligations hereunder); and

(2) notice of such amendment, waiver or consent shall have been given to the Second Lien Collateral Trustee by the First Lien Administrative Agent, such First Lien Claimholders, the Company or any other Grantor within ten Business Days after the effective date of such amendment, waiver or consent.

5.4 Confirmation of Subordination in Second Lien Collateral Documents. The Company agrees that each Second Lien Collateral Document shall include the following language (or language to similar effect approved by the First Lien Administrative Agent):

“Notwithstanding anything herein to the contrary, the exercise of any right or remedy by the Administrative Agent hereunder with respect to the lien and security interest granted to the Administrative Agent pursuant to this Agreement is subject to the provisions of the Intercreditor Agreement, dated as of January 11, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Wells Fargo Bank, National Association, as First Lien Administrative Agent, and Wilmington Trust, National Association, as Second Lien Collateral Trustee, and certain other persons party or that may become party thereto from time to time. In the event of any conflict

between the terms of the Intercreditor Agreement and this Agreement with respect to the exercise of rights and remedies or the priority of the security interests granted to the Administrative Agent herein, the terms of the Intercreditor Agreement shall govern and control.”

In addition, the Company agrees that each Second Lien Mortgage, if any, covering any Collateral shall contain such other language as the First Lien Administrative Agent may reasonably request to reflect the subordination of such Second Lien Mortgage to the First Lien Collateral Documents covering such Collateral.

(a) The First Lien Administrative Agent agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC (such Collateral being the “Pledged Collateral”) as Administrative Agent for the First Lien Claimholders and as gratuitous bailee for the Second Lien Collateral Trustee (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2) and 9-313(c) of the UCC) and any assignee thereof solely for the purpose of perfecting the security interest granted under the First Lien Loan Documents and the Second Lien Documents, respectively, subject to the terms and conditions of this Section 5.5. Solely with respect to any deposit accounts under the control (within the meaning of Section 9-104 of the UCC) of the First Lien Administrative Agent, the First Lien Administrative Agent agrees to also hold control over such deposit accounts as gratuitous agent for the Second Lien Collateral Trustee, subject to the terms and conditions of this Section 5.5. Prior to a Discharge of First Lien Obligations, at the request of the First Lien Administrative Agent, the Second Lien Collateral Trustee shall turn over possession of any Pledged Collateral in possession of the Second Lien Collateral Trustee to the First Lien Administrative Agent.

(b) The First Lien Administrative Agent shall have no obligation whatsoever to the other First Lien Claimholders, the Second Lien Collateral Trustee or any Second Lien Claimholder to ensure that the Pledged Collateral is genuine or owned by any of the Grantors, to perfect the security interest of the Second Lien Collateral Trustee or other Second Lien Claimholders or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.5. The duties or responsibilities of the First Lien Administrative Agent under this Section 5.5 shall be limited solely to holding the Pledged Collateral as bailee (and with respect to deposit accounts, agent) in accordance with this Section 5.5 and delivering the Pledged Collateral upon a Discharge of First Lien Obligations as provided in Section 5.5(d).

(c) No First Lien Administrative Agent or any other First Lien Claimholder shall have by reason of the First Lien Collateral Documents, the Second Lien Collateral Documents, this Agreement or any other document a

fiduciary relationship in respect of the Second Lien Collateral Trustee or any other Second Lien Claimholder and the Second Lien Collateral Trustee and the Second Lien Claimholders hereby waive and release the First Lien Administrative Agent and the other First Lien Claimholders from all claims and liabilities arising pursuant to the First Lien Administrative Agent’s role under this Section 5.5 as gratuitous bailee and gratuitous agent with respect to the Pledged Collateral. It is understood and agreed that the interests of the First Lien Administrative Agent and the other First Lien Claimholders, on the one hand, and the Second Lien Collateral Trustee and the Second Lien Claimholders on the other hand, may differ and the First Lien Administrative Agent and the First Lien Claimholders shall be fully entitled to act in their own interest without taking into account the interests of the Second Lien Collateral Trustee or the Second Lien Claimholders.

(d) Upon the Discharge of First Lien Obligations, the First Lien Administrative Agent shall deliver the remaining Pledged Collateral in its possession (if any) together with any necessary endorsements (which endorsement shall be without recourse and without any representation or warranty), in the following order: (w) if a Discharge of Second Lien Obligations has not already occurred, to the Second Lien Collateral Trustee, (x) if a Discharge of Second Lien Obligations has already occurred, to the First Lien Administrative Agent to the extent Excess First Lien Obligations remain outstanding, (y) if there are no Excess First Lien Obligations outstanding and if a Discharge of Second Lien Obligations has already occurred, to the Second Lien Collateral Trustee to the extent Excess Second Lien Obligations remain outstanding and (z) if there are no Excess First Lien Obligations or Excess Second Lien Obligations outstanding and if a Discharge of Second Lien Obligations has already occurred, to the Company or to whomever may be lawfully entitled to receive the same. Following the Discharge of First Lien Obligations, First Lien Administrative Agent further agrees to take all other action reasonably requested by Second Lien Collateral Trustee at the expense of the Company in connection with the Second Lien Collateral Trustee obtaining a first-priority security interest in the Collateral. Following the Discharge of First Lien Obligations and Discharge of Second Lien Obligations, Second Lien Collateral Trustee further agrees to take all other action reasonably requested by any First Lien Administrative Agent at the expense of the Company in connection with the First Lien Administrative Agents obtaining a first-priority security interest in the Collateral if any Excess First Lien Obligations remain outstanding. After the Discharge of First Lien Obligations has occurred, upon the Discharge of Second Lien Obligations, Second Lien Collateral Trustee shall deliver the remaining Pledged Collateral in its possession (if any) together with any necessary endorsements (which endorsement shall be without recourse and without any representation or warranty), (x) if there are then any Excess First Lien Obligations, to the First Lien Administrative Agent, and (y) if at such time there are no Excess First Lien Obligations outstanding but there are then any Excess Second Lien Obligations outstanding, to the Second Lien Collateral Trustee and (z) to the extent no Excess First Lien Obligations or Excess Second Lien Obligations remain outstanding to the Company or to whomever may be lawfully entitled to receive the same. After payment in full in cash of all Excess

First Lien Obligations (including interest accruing thereon on or after the commencement of any Insolvency or Liquidation Proceeding, whether or not such interest would be allowed in such Insolvency or Liquidation Proceeding) and termination or expiration of all commitments, if any, to extend credit that would constitute Excess First Lien Obligations and termination or cash collateralization (in an amount and manner reasonably satisfactory to the applicable letter of credit issuer, but in no event in an amount greater than 102.5% of the aggregate undrawn face amount) or the making of other arrangements satisfactory to the applicable letter of credit issuer, of all letters of credit constituting Excess First Lien Obligations, if there are any Excess Second Lien Obligations, the First Lien Administrative Agent shall deliver the remaining Pledged Collateral in its possession (if any) together with any necessary endorsement (which endorsement shall be without recourse and without representation or warranty) to the Second Lien Collateral Trustee.

5.6 When Discharge of Obligations Deemed to Not Have Occurred. (a) If, at any time after the Discharge of First Lien Obligations has occurred or contemporaneously therewith, the Company enters into any Refinancing of any First Lien Loan Document evidencing a First Lien Obligation which Refinancing is permitted by the Second Lien Documents, then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of First Lien Obligations), and, from and after the date on which the New First Lien Debt Notice is delivered to the Second Lien Collateral Trustee in accordance with the next sentence, the obligations under such Refinancing of the First Lien Loan Document shall automatically be treated as First Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the First Lien Administrative Agent under such First Lien Loan Documents shall be the First Lien Administrative Agent for all purposes of this Agreement. This Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto from such date of reinstatement. Upon receipt of a notice (the “New First Lien Debt Notice”) stating that the Company has entered into a new First Lien Loan Document (which notice shall include the identity of the new first lien Administrative Agent, such agent, the “New First Lien Agent”), the Second Lien Collateral Trustee shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company or such New First Lien Agent shall reasonably request in order to provide to the New First Lien Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) deliver to the New First Lien Agent any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow the New First Lien Agent to obtain control of such Pledged Collateral). The New First Lien Agent shall agree in a writing addressed to the Second Lien Collateral Trustee and the Second Lien Claimholders to be bound by the terms of this Agreement. If the new First Lien Obligations under the new First Lien Loan Documents are secured by assets of the Grantors constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by a second-priority Lien on

such assets to the same extent provided in the Second Lien Collateral Documents and this Agreement except to the extent such Lien on such assets constitutes a Second Lien Declined Lien. This Section 5.6(a) shall survive termination of this Agreement.

(b) If, at any time after the Discharge of Second Lien Obligations has occurred or contemporaneously therewith, the Company enters into any Refinancing of any Second Lien Document evidencing a Second Lien Obligation which Refinancing is permitted by the First Lien Loan Documents, then such Discharge of Second Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Second Lien Obligations), and, from and after the date on which the New Second Lien Debt Notice is delivered to the First Lien Administrative Agent in accordance with the next sentence, the obligations under such Refinancing of the Second Lien Document shall automatically be treated as Second Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the Second Lien Collateral Trustee under such Second Lien Documents shall be the Second Lien Collateral Trustee for all purposes of this Agreement. This Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto from such date of reinstatement. Upon receipt of a notice (the “New Second Lien Debt Notice”) stating that the Company has entered into a new Second Lien Document (which notice shall include the identity of the new Second Lien Collateral Trustee, such collateral trustee, the “New Second Lien Collateral Trustee”), the First Lien Administrative Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as the Company or such New Second Lien Collateral Trustee shall reasonably request in order to provide to the New Second Lien Collateral Trustee the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement. The New Second Lien Collateral Trustee shall agree in a writing addressed to the First Lien Administrative Agent and the First Lien Claimholders to be bound by the terms of this Agreement. If the new Second Lien Obligations under the new Second Lien Documents are secured by assets of the Grantors constituting Collateral that do not also secure the First Lien Obligations, then the First Lien Obligations shall be secured at such time by a first-priority Lien on such assets to the same extent provided in the First Lien Collateral Documents and this Agreement except to the extent such Lien on such assets constitutes a First Lien Declined Lien. This Section 5.6(b) shall survive termination of this Agreement.

5.7 Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholders’ remedies under the First Lien Loan Documents, this Agreement, at law or in equity or otherwise, the First Lien Claimholders agree at any time following the earliest to occur of (i) an acceleration of any of the First Lien Obligations in accordance with the terms of the applicable First Lien Loan Documents, (ii) a payment default under any First Lien Loan Document that has not been cured or waived by the applicable First Lien Claimholders within 60 days of the occurrence thereof or (iii) the commencement of any Insolvency or Liquidation Proceeding with respect to any Grantor, the First Lien Claimholders shall offer the Second Lien Claimholders the option to purchase the entire aggregate amount (but not less than the

entirety) of outstanding First Lien Obligations (including unfunded commitments under any First Lien Loan Document that have not been terminated at such time) at the Purchase Price without warranty or representation or recourse except as provided in Section 5.7(d), on a pro rata basis among the First Lien Claimholders, which offer may be accepted by less than all of the Second Lien Claimholders so long as all the accepting Second Lien Claimholders shall when taken together purchase such entire aggregate amount as set forth above.

(b) The “Purchase Price” shall equal the sum of (1) the full amount of all First Lien Obligations then-outstanding and unpaid at par (including principal, accrued but unpaid interest and fees and any other unpaid amounts, including breakage costs and, in the case of any secured hedging obligations, the amount that would be payable by the relevant Grantor thereunder if such Grantor were to terminate the hedge agreement in respect thereof on the date of the purchase or, if not terminated, an amount determined by the relevant First Lien Claimholder to be necessary to collateralize its credit risk arising out of such agreement, but excluding any prepayment penalties or premiums), (2) the cash collateral to be furnished to the First Lien Claimholders providing letters of credit under the First Lien Loan Documents in such amount (not to exceed 102.5% thereof) as such First Lien Claimholders determine is reasonably necessary to secure such First Lien Claimholders in connection with any such outstanding and undrawn letters of credit and (3) all accrued and unpaid fees, expenses and other amounts (including attorneys’ fees and expenses) owed to the First Lien Claimholders under or pursuant to the First Lien Loan Documents on the date of purchase to the extent not allocable to Excess First Lien Obligations.

(c) The Second Lien Claimholders shall irrevocably accept or reject such offer within ten (10) days of the receipt thereof and the parties shall endeavor to close promptly thereafter. If the Second Lien Claimholders (or any subset of them) accept such offer, it shall be exercised pursuant to documentation mutually acceptable to each of the First Lien Administrative Agent and the purchasing Second Lien Claimholders. If the Second Lien Claimholders reject such offer (or do not so irrevocably accept such offer within the required timeframe), the First Lien Claimholders shall have no further obligations pursuant to this Section 5.7 and may take any further actions in their sole discretion in accordance with the First Lien Loan Documents and this Agreement. Each First Lien Claimholder will retain all rights to indemnification provided in the relevant First Lien Loan Documents for all claims and other amounts relating to periods prior to the purchase of the First Lien Obligations pursuant to this Section 5.7.

(d) The purchase and sale of the First Lien Obligations under this Section 5.7 will be without recourse and without representation or warranty of any kind by the First Lien Claimholders, except that the First Lien Claimholders shall severally and not jointly represent and warrant to the Second Lien Claimholders that on the date of such purchase, immediately before giving effect to the purchase;

(1) the principal of and accrued and unpaid interest on the First Lien Obligations, and the fees and expenses thereof owed to the respective First Lien Claimholders, are as stated in any assignment agreement prepared in connection with the purchase and sale of the First Lien Obligations; and

(2) each First Lien Claimholder owns the First Lien Obligations purported to be owned by it free and clear of any Liens (other than participation interests not prohibited by the First Lien Loan Documents, in which case the Purchase Price will be appropriately adjusted so that the Second Lien Claimholders do not pay amounts represented by participation interests to the extent that the Second Lien Claimholders expressly assume the obligations under such participation interests).

5.8 Designation of Hedging/Bank Product Obligations. With respect to any Hedging Obligations and Bank Product Obligations that would otherwise constitute both First Lien Obligations and Second Lien Obligations hereunder, such Hedging Obligations and Bank Product Obligations shall solely constitute First Lien Obligations for all purposes of this Agreement unless at the time that the Company or any Grantor enters into the related Hedge Agreement or agreement giving rise to Bank Product Obligations, the Company shall designate the related Hedging Obligations and/or Bank Product Obligations under such Hedge Agreement or agreement giving rise to Bank Product Obligations as Second Lien Obligations in a written designation to the related swap counterparty or provider of Bank Product Obligation with a copy to the First Lien Administrative Agent and the Second Lien Collateral Trustee in which case such Hedging Obligations and Bank Product Obligations shall solely constitute Second Lien Obligations for all purposes of this Agreement.

6.1 Finance and Sale Issues. Until the Discharge of First Lien Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First Lien Administrative Agent shall desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) on which such First Lien Administrative Agent or any other creditor has a Lien, or to permit the Company or any other Grantor to obtain financing, whether from the First Lien Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then the Second Lien Collateral Trustee, on behalf of itself and each other Second Lien Claimholder, will not object to such Cash Collateral use or DIP Financing (including any proposed orders for such Cash Collateral use and/or DIP Financing which are acceptable to the First Lien Administrative Agent) and to the extent the Liens securing the First Lien Obligations are subordinated to or pari passu with such DIP Financing, the Second Lien Collateral Trustee will subordinate its Liens in the Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the First Lien

Administrative Agent or to the extent permitted by Section 6.3); provided that the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of First Lien Obligations plus the aggregate face amount of any letters of credit issued and outstanding under the First Lien Loan Documents does not exceed the First Lien Cap Amount and the Second Lien Collateral Trustee and the other Second Lien Claimholders retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interests. No Second Lien Claimholder may provide DIP Financing to the Company or any other Grantor secured by Liens equal or senior in priority to the Liens securing any First Lien Obligations; provided, that if no First Lien Claimholder offers to provide DIP Financing to the extent permitted under this Section 6.1 on or before the date of the hearing to approve DIP Financing, then a Second Lien Claimholder may seek to provide such DIP Financing secured by Liens equal or senior in priority to the Liens securing any First Lien Obligations, and First Lien Claimholders may object thereto. Notwithstanding anything herein to the contrary, one or more Second Lien Claimholders may propose, or support any other Person in proposing, DIP Financing that provides for the Discharge of the First Lien Obligations within forty-five (45) days of the petition date (subject to the right of the First Lien Claimholders and/or First Lien Administrative Agent to object to such DIP Financing). The Second Lien Collateral Trustee, on behalf of itself and each other Second Lien Claimholder, agrees that it will not object to or oppose, a motion to sell, liquidate or otherwise dispose of Collateral under Section 363 of the Bankruptcy Code if the requisite First Lien Claimholders have consented to such sale, liquidation or other disposition; provided that the proceeds of such disposition of Collateral are applied in accordance with this Agreement. The Second Lien Collateral Trustee, on behalf of itself and each other Second Lien Claimholder, further agrees that it will not directly or indirectly oppose or impede entry of any order in connection with such sale, liquidation or other disposition, including orders to retain professionals or set bid procedures in connection with such sale, liquidation or disposition if the requisite First Lien Claimholders have consented to (i) such retention of professionals and bid procedures in connection with such sale, liquidation or disposition of such Collateral and (ii) the sale, liquidation or disposition of such Collateral, in which event the Second Lien Claimholders will be deemed to have consented to the sale or disposition of Collateral pursuant to Section 363(f) of the Bankruptcy Code, so long as such order does not impair the rights of the Second Lien Claimholders under Section 363(k) of the Bankruptcy Code; provided that the First Lien Cap Amount shall be reduced by an amount equal to the net cash proceeds of such sale or other disposition which are used to pay the principal or face amount of the First Lien Obligations.

6.2 Relief from the Automatic Stay. Until the Discharge of First Lien Obligations has occurred, the Second Lien Collateral Trustee, on behalf of itself and each other Second Lien Claimholder, agrees that none of them shall: (i) seek (or support any other Person seeking) relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding in respect of the Collateral, without the prior written consent of the First Lien Administrative Agent, unless a motion for adequate protection permitted under Section 6.3 has been denied by a bankruptcy court or (ii) oppose (or support any other Person in opposing) any request by the First Lien Administrative Agent for relief from such stay.

(a) The Second Lien Collateral Trustee, on behalf of itself and each other Second Lien Claimholder, agrees that none of them shall contest (or support any other Person contesting):

(1) any request by the First Lien Administrative Agent or any other First Lien Claimholder for adequate protection under any Bankruptcy Law; or

(2) any objection by the First Lien Administrative Agent or any other First Lien Claimholder to any motion, relief, action or proceeding based on the First Lien Administrative Agent or any First Lien Claimholder claiming a lack of adequate protection.

(b) Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency or Liquidation Proceeding:

(1) if the First Lien Claimholders (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any Cash Collateral use or DIP Financing, then the Second Lien Collateral Trustee, for itself and any other Second Lien Claimholder, may seek or request adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated to the Liens securing the First Lien Obligations and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Second Lien Obligations are so subordinated to the First Lien Obligations under this Agreement; and

(2) The Second Lien Collateral Trustee and Second Lien Claimholders shall only be permitted to seek adequate protection with respect to their rights in the Collateral in any Insolvency or Liquidation Proceeding in the form of (A) additional collateral; provided that as adequate protection for the First Lien Obligations, the First Lien Administrative Agent, on behalf of the First Lien Claimholders, is also granted a Lien on such additional collateral, which Lien shall be senior to any Lien of the Second Lien Collateral Trustee and the Second Lien Claimholders on such additional collateral; (B) replacement Liens on the Collateral; provided that as adequate protection for the First Lien Obligations, the First Lien Administrative Agent, on behalf of the First Lien Claimholders, is also granted replacement Liens on the Collateral, which Liens shall be senior to the Liens of the Second Lien Collateral Trustee and the Second Lien Claimholders on the Collateral; (C) an administrative expense claim; provided that as adequate protection for the First Lien Obligations, the First Lien Administrative Agent, on behalf of the First Lien Claimholders, is also granted an administrative expense claim which is senior and prior to the administrative expense claim of the

Second Lien Collateral Trustee and the other Second Lien Claimholders; and (D) cash payments with respect to interest on the Second Lien Obligations; provided that (1) as adequate protection for the First Lien Obligations, the First Lien Administrative Agent, on behalf of the First Lien Claimholders, is also granted cash payments with respect to interest on the First Lien Obligations, and (2) such cash payments do not exceed an amount equal to the interest accruing on the principal amount of Second Lien Obligations outstanding on the date such relief is granted at the interest rate under the Second Lien Documents and accruing from the date the Second Lien Collateral Trustee is granted such relief. If any Second Lien Claimholder receives Post-Petition Interest and/or adequate protection payments in an Insolvency or Liquidation Proceeding (“Second Lien Adequate Protection Payments”), and the First Lien Claimholders do not receive payment in full in cash of all First Lien Obligations (subject, in the case of principal outstanding under the First Lien Loan Documents and face amounts of letters of credit issued and outstanding, to the First Lien Cap Amount) upon the effectiveness of the plan of reorganization for, or conclusion of, that Insolvency or Liquidation Proceeding, then each Second Lien Claimholder shall pay over to the First Lien Claimholders an amount (the “Pay-Over Amount”) equal to the lesser of (i) the Second Lien Adequate Protection Payments received by such Second Lien Claimholder and (ii) the amount of the short-fall (the “Short Fall”) in payment in full in cash of the First Lien Loan Obligations (subject, in the case of principal outstanding under the First Lien Loan Documents and face amounts of letters of credit, to the First Lien Cap Amount); provided that to the extent any portion of the Short Fall represents payments received by the First Lien Claimholders in the form of promissory notes, equity or other property, equal in value to the cash paid in respect of the Pay-Over Amount, the First Lien Claimholders shall, upon receipt of the Pay-Over Amount, transfer those promissory notes, equity or other property, equal in value to the cash paid in respect of the Pay-Over Amount, to the applicable Second Lien Claimholders pro rata in exchange for the Pay-Over Amount. Notwithstanding anything herein to the contrary, the First Lien Claimholders shall not be deemed to have consented to, and expressly retain their rights to object to, the grant of adequate protection in the form of cash payments to the Second Lien Claimholders made pursuant to this Section 6.3(b).

(c) The Second Lien Collateral Trustee, on behalf of itself and each other Second Lien Claimholder, agrees that notice of a hearing to approve DIP Financing or use of Cash Collateral on an interim basis shall be adequate if delivered to the Second Lien Collateral Trustee at least two (2) Business Days in advance of such hearing and that notice of a hearing to approve DIP Financing or use of Cash Collateral on a final basis shall be adequate if delivered to the Second Lien Collateral Trustee at least fifteen (15) days in advance of such hearing.

6.4 No Waiver. Subject to Section 6.7(b), nothing contained herein shall prohibit or in any way limit the First Lien Administrative Agent or any other First Lien Claimholder from objecting in any Insolvency or Liquidation Proceeding or otherwise to any action taken by the Second Lien Collateral Trustee or any of the other Second Lien Claimholders, including the seeking by the Second Lien Collateral Trustee or any other Second Lien Claimholder of adequate protection or the asserting by the Second Lien Collateral Trustee or any other Second Lien Claimholder of any of its rights and remedies under the Second Lien Documents or otherwise.

6.5 Avoidance Issues. If any First Lien Claimholder is required in any Insolvency or Liquidation Proceeding or otherwise to turn over or otherwise pay to the estate of the Company or any other Grantor any amount paid in respect of First Lien Obligations (a “Recovery”), then such First Lien Claimholder shall be entitled to a reinstatement of its First Lien Obligations with respect to all such recovered amounts on the date of such Recovery, and from and after the date of such reinstatement the Discharge of First Lien Obligations (or, as applicable, payment in full in cash of all Excess First Lien Obligations (including interest accruing thereon on or after the commencement of any Insolvency or Liquidation Proceeding, whether or not such interest would be allowed in such Insolvency or Liquidation Proceeding) and termination or cash collateralization (in an amount and manner reasonably satisfactory to the applicable letter of credit issuer, but in no event in an amount greater than 102.5% of the aggregate undrawn face amount), or the making of other arrangements satisfactory to the applicable letter of credit issuer, of all letters of credit constituting Excess First Lien Obligations) shall be deemed not to have occurred for all purposes hereunder. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto from such date of reinstatement. This Section 6.5 shall survive termination of this Agreement.

6.6 Reorganization Securities. If, in any Insolvency or Liquidation Proceeding, debt obligations of the reorganized debtor secured by Liens upon any property of the reorganized debtor are distributed pursuant to a plan of reorganization, arrangement, compromise or liquidation or similar dispositive restructuring plan, both on account of First Lien Obligations and on account of Second Lien Obligations, then, to the extent the debt obligations distributed on account of the First Lien Obligations and on account of the Second Lien Obligations are secured by Liens upon the same property, the provisions of this Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligations.

(a) None of the Second Lien Collateral Trustee or any other Second Lien Claimholder shall oppose or seek to challenge any claim by the First Lien Administrative Agent or any other First Lien Claimholder for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of Post-Petition Interest to the extent of the value of any First Lien Claimholder’s Lien on the Collateral, without regard to the existence of the Liens of the Second Lien Collateral Trustee or the other Second Lien Claimholders on the Collateral.

(b) None of the First Lien Administrative Agent or any other First Lien Claimholder shall oppose or seek to challenge any claim by the Second Lien Collateral Trustee or any other Second Lien Claimholder for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of Post-Petition Interest to the extent of the value of the Lien of the Second Lien Collateral Trustee, on behalf of the Second Lien Claimholders, on the Collateral (after taking into account the amount of the First Lien Obligations).

6.8 Waiver. The Second Lien Collateral Trustee, on behalf of itself and each other Second Lien Claimholder, waives any claim it may hereafter have against any First Lien Claimholder arising out of the election of any First Lien Claimholder of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or out of any cash collateral or financing arrangement or out of any grant of a security interest in connection with the Collateral in any Insolvency or Liquidation Proceeding so long as such actions are not in express contravention of the terms of this Agreement.

6.9 Separate Grants of Security and Separate Classification. The Second Lien Collateral Trustee, on behalf of itself and each other Second Lien Claimholder, and the First Lien Administrative Agent on behalf of itself and each other First Lien Claimholder, acknowledges and agrees that:

(a) the grants of Liens pursuant to the First Lien Collateral Documents and the Second Lien Collateral Documents constitute two separate and distinct grants of Liens; and

(b) because of, among other things, their differing rights in the Collateral, the Second Lien Obligations are fundamentally different from the First Lien Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding.

To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Lien Claimholders and the Second Lien Claimholders in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each of the parties hereto hereby acknowledges and agrees that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Collateral (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Claimholders), the First Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Petition Interest (including any additional interest payable pursuant to the First Lien Loan Documents arising from or related to a default, which is disallowed as a claim in any Insolvency or Liquidation Proceeding)

before any distribution is made in respect of the claims held by the Second Lien Claimholders with respect to the Collateral, with the Second Lien Collateral Trustee, on behalf of itself and each other Second Lien Claimholder, hereby acknowledging and agreeing to turn over to the First Lien Administrative Agent, on behalf of itself and each other First Lien Claimholder, Collateral or proceeds of Collateral otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Claimholders).

6.10 Effectiveness in Insolvency or Liquidation Proceedings. The Parties acknowledge that this Agreement is a “subordination agreement” under Section 510(a) of the Bankruptcy Code, which will be effective before, during and after the commencement of an Insolvency or Liquidation Proceeding. All references in this Agreement to any Grantor will include such Person as a debtor-in-possession and any receiver or trustee for such Person in an Insolvency or Liquidation Proceeding.

7.1 Reliance. Other than any reliance on the terms of this Agreement, the First Lien Administrative Agent, on behalf of itself and each other First Lien Claimholder, acknowledges that it and such other First Lien Claimholders have, independently and without reliance on the Second Lien Collateral Trustee or any other Second Lien Claimholder, and based on documents and information deemed by them appropriate, made their own credit analysis and decision to enter into each of the First Lien Loan Documents and be bound by the terms of this Agreement and they will continue to make their own credit decision in taking or not taking any action under the First Lien Loan Documents or this Agreement. The Second Lien Collateral Trustee, on behalf of itself and each other Second Lien Claimholder, acknowledges that it and such other Second Lien Claimholders have, independently and without reliance on the First Lien Administrative Agent or any other First Lien Claimholder, and based on documents and information deemed by them appropriate, made their own credit analysis and decision to enter into each of the Second Lien Documents and be bound by the terms of this Agreement and they will continue to make their own credit decision in taking or not taking any action under the Second Lien Documents or this Agreement (it being understood that neither the Second Lien Collateral Trustee nor the Second Lien Indenture Trustee has made and has no duty to make any credit analysis).

7.2 No Warranties or Liability. The First Lien Administrative Agent, on behalf of itself and each other First Lien Claimholder, acknowledges and agrees that none of the Second Lien Collateral Trustee or any other Second Lien Claimholder has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the Second Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the Second Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second Lien Collateral Trustee, on behalf of

itself and each other Second Lien Claimholder, acknowledges and agrees that none of the First Lien Administrative Agent or any other First Lien Claimholder has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the First Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the First Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second Lien Collateral Trustee and the other Second Lien Claimholders shall have no duty to the First Lien Administrative Agent or any other First Lien Claimholder, and the First Lien Administrative Agent and the other First Lien Claimholders shall have no duty to the Second Lien Collateral Trustee or any other Second Lien Claimholder, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Company or any other Grantor (including the First Lien Loan Documents and the Second Lien Documents), regardless of any knowledge thereof which they may have or be charged with.

(a) No right of the First Lien Claimholders, the First Lien Administrative Agent or any of them to enforce any provision of this Agreement or any First Lien Loan Document shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or any other Grantor or by any act or failure to act by any First Lien Claimholder or the First Lien Administrative Agent, or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement, any of the First Lien Loan Documents or any of the Second Lien Documents, regardless of any knowledge thereof which the First Lien Administrative Agent or any First Lien Claimholder, or any of them, may have or be otherwise charged with.

(b) Without in any way limiting the generality of the foregoing paragraph (but subject to the rights of the Company and the other Grantors under the First Lien Loan Documents and subject to the provisions of Section 5.3(a)), the First Lien Claimholders, the First Lien Administrative Agent and any of them may, at any time and from time to time in accordance with the First Lien Loan Documents and/or applicable law, without the consent of, or notice to, the Second Lien Collateral Trustee or any other Second Lien Claimholder, without incurring any liabilities to the Second Lien Collateral Trustee or any other Second Lien Claimholder and without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy of the Second Lien Collateral Trustee or any other Second Lien Claimholder is affected, impaired or extinguished thereby) do any one or more of the following:

(1) change the manner, place or terms of payment or change or extend the time of payment of, or amend, renew, exchange,

increase or alter, the terms of any of the First Lien Obligations or any Lien on any First Lien Collateral or guaranty of any of the First Lien Obligations or any liability of the Company or any other Grantor, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the First Lien Obligations, without any restriction as to the tenor or terms of any such increase or extension) or otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by the First Lien Administrative Agent or any of the other First Lien Claimholders, the First Lien Obligations or any of the First Lien Loan Documents; provided that any such increase in the First Lien Obligations shall not increase the sum of the Indebtedness constituting principal under the First Lien Loan Documents and the face amount of any letters of credit issued and outstanding under the First Lien Loan Documents to an amount in excess of the First Lien Cap Amount;

(2) sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the First Lien Collateral or any liability of the Company or any other Grantor to any of the First Lien Claimholders or the First Lien Administrative Agent, or any liability incurred directly or indirectly in respect thereof;

(3) settle or compromise any First Lien Obligation or any other liability of the Company or any other Grantor or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability (including the First Lien Obligations) in any manner or order; and

(4) exercise or delay in or refrain from exercising any right or remedy against the Company or any other Grantor or any other Person or any security, and elect any remedy and otherwise deal freely with the Company, any other Grantor or any First Lien Collateral and any security and any guarantor or any liability of the Company or any other Grantor to the First Lien Claimholders or any liability incurred directly or indirectly in respect thereof.

(c) Except as otherwise expressly provided herein, the Second Lien Collateral Trustee, on behalf of itself and each other Second Lien Claimholder, also agrees that the First Lien Claimholders and the First Lien Administrative Agent shall not have any liability to the Second Lien Collateral Trustee or any such Second Lien Claimholders, and the Second Lien Collateral Trustee, on behalf of itself and each other Second Lien Claimholder, hereby waives any claim against any First Lien Claimholder or the First Lien Administrative Agent arising out of any and all actions which the First Lien Claimholders or the First Lien Administrative Agent may take or permit or omit to take with respect to:

(3) the foreclosure upon, or sale, liquidation or other disposition of, any First Lien Collateral.

The Second Lien Collateral Trustee, on behalf of itself and each other Second Lien Claimholder, agrees that the First Lien Claimholders and the First Lien Administrative Agent do not have any duty to them in respect of the maintenance or preservation of the First Lien Collateral, the First Lien Obligations or otherwise.

(d) Until the Discharge of First Lien Obligations, the Second Lien Collateral Trustee, on behalf of itself and each other Second Lien Claimholder, agrees not to assert and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of any marshaling, appraisal, valuation or other similar right that may otherwise be available under applicable law with respect to the Collateral or any other similar rights a junior secured creditor may have under applicable law.

7.4 Obligations Unconditional. All rights, interests, agreements and obligations of the First Lien Administrative Agent and the First Lien Claimholders and the Second Lien Collateral Trustee and the other Second Lien Claimholders, respectively, hereunder shall remain in full force and effect irrespective of:

(a) any lack of validity or enforceability of any First Lien Loan Documents or any Second Lien Documents;

(b) except as otherwise expressly set forth in this Agreement, any change in the time, manner or place of payment of, or in any other terms of, all or any of the First Lien Obligations or Second Lien Obligations, or any amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of any First Lien Loan Document or any Second Lien Document;

(c) except as otherwise expressly set forth in this Agreement, any exchange of any security interest in any Collateral or any other collateral, or any amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of all or any of the First Lien Obligations or Second Lien Obligations or any guarantee thereof;

(d) the commencement of any Insolvency or Liquidation Proceeding in respect of the Company or any other Grantor; or

(e) any other circumstances which otherwise might constitute a defense available to, or a discharge of, the Company or any other Grantor in respect of the First Lien Administrative Agent, the First Lien Obligations, any First Lien Claimholder, the Second Lien Collateral Trustee, the Second Lien Obligations or any Second Lien Claimholder in respect of this Agreement.

8.1 Integration/Conflicts. This Agreement, the First Lien Loan Documents and the Second Lien Documents represent the entire agreement of the Grantors, the First Lien Claimholders and the Second Lien Claimholders with respect to the subject matter hereof and thereof, and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof and thereof. There are no promises, undertakings, representations or warranties by the First Lien Claimholders or the Second Lien Claimholders relative to the subject matter hereof and thereof not expressly set forth or referred to herein or therein. In the event of any conflict between the provisions of this Agreement and the provisions of the First Lien Loan Documents or the Second Lien Documents, the provisions of this Agreement shall govern and control.

8.2 Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Claimholders may continue, at any time and without notice to the Second Lien Collateral Trustee or any other Second Lien Claimholder subject to the Second Lien Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Grantor constituting First Lien Obligations in reliance hereof. The Second Lien Collateral Trustee, on behalf of itself and each other Second Lien Claimholder, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Company or any other Grantor shall include the Company or such Grantor as debtor and debtor-in-possession and any receiver, trustee or similar person for the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect on the earlier to occur of (x) the date on which there has been a Discharge of First Lien Obligations and no Excess First Lien Obligations remain outstanding and (y) the date on which there has been a Discharge of Second Lien Obligations and no Excess Second Lien Obligations remain outstanding, in each case, subject to Sections 5.6 and 6.5; provided, however, that no termination shall relieve any party of its obligations incurred hereunder prior to the date of termination.

8.3 Amendments; Waivers. No amendment, modification or waiver of any of the provisions of this Agreement by the Second Lien Collateral Trustee or the First Lien Administrative Agent shall be deemed to be made unless the same shall be in writing signed on behalf of the First Lien Administrative Agent, the Second Lien Collateral Trustee or their respective authorized agents and each waiver, if any, shall be a waiver only with respect to the specific instance involved and shall in no way impair the rights of the parties making such waiver or the obligations of the other parties to such party in any other respect or at any other time. Notwithstanding the foregoing, the Company and the other Grantors shall not have any right to consent to or approve any amendment, modification or waiver of any provision of this Agreement, except to the extent such amendment, modification or waiver directly and adversely affects the rights of the Company or the other Grantors hereunder.

8.4 Information Concerning Financial Condition of the Company and its Subsidiaries. The First Lien Administrative Agent and the First Lien Claimholders, on the one hand, and the Second Lien Claimholders and the Second Lien Collateral Trustee, on the other hand, shall each be responsible for keeping themselves informed of (a) the financial condition of the Grantors and their Subsidiaries and all endorsers and/or guarantors of the First Lien Obligations or the Second Lien Obligations and (b) all other circumstances bearing upon the risk of nonpayment of the First Lien Obligations or the Second Lien Obligations; provided, that nothing in this Section 8.4 shall impose a duty on the Second Lien Collateral Trustee or Second Lien Indenture Trustee to inform itself or investigate the financial condition of the Borrower or the Guarantors beyond that which may be required under the Second Lien Collateral Trust Agreement or Second Lien Indenture, respectively. The First Lien Administrative Agent and the other First Lien Claimholders shall have no duty to advise the Second Lien Collateral Trustee or any other Second Lien Claimholder of information known to it or them regarding such condition or any such circumstances or otherwise. In the event the First Lien Administrative Agent or any of the other First Lien Claimholders, in its or their sole discretion, undertakes at any time or from time to time to provide any such information to the Second Lien Collateral Trustee or any other Second Lien Claimholder, it or they shall be under no obligation:

(a) to make, and the First Lien Administrative Agent and the other First Lien Claimholders shall not make, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of any such information so provided;

(b) to provide any additional information or to provide any such information on any subsequent occasion;

(d) to disclose any information, which pursuant to accepted or reasonable commercial finance practices, such party wishes to maintain confidential or is otherwise required to maintain confidential.

The Second Lien Collateral Trustee and the other Second Lien Claimholders shall have no duty to advise the First Lien Administrative Agent or any other First Lien Claimholder of information known to it or them regarding such condition or any such circumstances or otherwise. In the event the Second Lien Collateral Trustee or any of the other Second Lien Claimholders, in its or their sole discretion, undertakes at any time or from time to time to provide any such information to the First Lien Administrative Agent or any other First Lien Claimholder, it or they shall be under no obligation:

(a) to make, and the Second Lien Collateral Trustee and the other Second Lien Claimholders shall not make, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of any such information so provided;

(b) to provide any additional information or to provide any such information on any subsequent occasion;

(d) to disclose any information, which pursuant to accepted or reasonable commercial finance practices, such party wishes to maintain confidential or is otherwise required to maintain confidential.

8.5 Subrogation. With respect to the value of any payments or distributions in cash, property or other assets that any of the Second Lien Claimholders or the Second Lien Collateral Trustee pays over to the First Lien Administrative Agent or the First Lien Claimholders under the terms of this Agreement, the Second Lien Claimholders and the Second Lien Collateral Trustee shall be subrogated to the rights of the First Lien Administrative Agent and the First Lien Claimholders; provided that the Second Lien Collateral Trustee, on behalf of itself and each other Second Lien Claimholder, hereby agrees not to assert or enforce any such rights of subrogation it may acquire as a result of any payment hereunder until the Discharge of First Lien Obligations has occurred. The Company acknowledges and agrees that the value of any payments or distributions in cash, property or other assets received by the Second Lien Collateral Trustee or the Second Lien Claimholders that are paid over to the First Lien Administrative Agent or the First Lien Claimholders pursuant to this Agreement shall not reduce any of the Second Lien Obligations.

8.6 Application of Payments. All payments received by the First Lien Administrative Agent or the First Lien Claimholders may be applied, reversed and reapplied, in whole or in part, to such part of the First Lien Obligations provided for in the First Lien Loan Documents. The Second Lien Collateral Trustee, on behalf of itself and each other Second Lien Claimholder, agrees to any extension or postponement of the time of payment, subject to Section 5.3(a)(3), of the First Lien Obligations or any part

thereof and to any other indulgence with respect thereto, to any substitution, exchange or release of any Lien which may at any time secure any part of the First Lien Obligations and to the addition or release of any other Person primarily or secondarily liable therefor.

8.7 Submission to Jurisdiction; Certain Waivers. Each of the Company, each other Grantor, the First Lien Administrative Agent on behalf of itself and each other First Lien Claimholder and the Second Lien Collateral Trustee on behalf of itself and each Second Lien Claimholder hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the Collateral Documents (whether arising in contract, tort or otherwise) to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan, the courts of the United States for the Southern District of New York sitting in the Borough of Manhattan, and appellate courts from any thereof;

(b) agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York state court or, to the fullest extent permitted by applicable law, in such federal court;

(c) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law and that nothing in this Agreement or any other First Lien Loan Document or Second Lien Document shall affect any right that any Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or any other First Lien Loan Document or Second Lien Document against such Grantor or any of its assets in the courts of any jurisdiction;

(d) waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Collateral Documents in any court referred to in Section 8.7(a) (and irrevocably waives to the fullest extent permitted by applicable law the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court);

(e) consents to service of process in any such proceeding in any such court by registered or certified mail, return receipt requested, to the applicable party at its address provided in accordance with Section 8.9 (and agrees that nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law);

(f) agrees that service as provided in Section 8.7(e) is sufficient to confer personal jurisdiction over the applicable party in any such proceeding in any such court, and otherwise constitutes effective and binding service in every respect; and

(g) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover any special, exemplary, punitive or consequential damages.

EACH PARTY HERETO, AND THE COMPANY AND THE OTHER GRANTORS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT, BREACH OF DUTY, COMMON LAW, STATUTE OR ANY OTHER THEORY). EACH PARTY HERETO AND THE COMPANY AND THE OTHER GRANTORS (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. EACH PARTY HERETO AND THE COMPANY AND THE OTHER GRANTORS FURTHER REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

8.9 Notices. All notices to the Second Lien Claimholders and the First Lien Claimholders permitted or required under this Agreement shall be sent to the Second Lien Collateral Trustee and the First Lien Administrative Agent, respectively. Unless otherwise specifically provided herein, any notice hereunder shall be in writing and may be personally served or sent by telefacsimile, electronic mail or United States mail or courier service and shall be deemed to have been given when delivered in person or by courier service and signed for against receipt thereof, upon receipt of telefacsimile or electronic mail, or three Business Days after depositing it in the United States mail with postage prepaid and properly addressed. For the purposes hereof, the addresses of the parties hereto shall be as set forth below each party’s name on the signature pages hereto or in the Joinder Agreement pursuant to which it becomes a party hereto, or, as to each party, at such other address as may be designated by such party in a written notice to all of the other parties.

8.10 Further Assurances. The First Lien Administrative Agent, on behalf of itself and each other First Lien Claimholder under the First Lien Loan

Documents, and the Second Lien Collateral Trustee, on behalf of itself and each other Second Lien Claimholder under the Second Lien Documents, and the Company, agree that each of them shall take such further action and shall execute and deliver such additional documents and instruments (in recordable form, if requested) as the First Lien Administrative Agent or the Second Lien Collateral Trustee may reasonably request to effectuate the terms of and the Lien priorities contemplated by this Agreement.

8.11 APPLICABLE LAW. THIS AGREEMENT AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW RULES THAT WOULD RESULT IN THE APPLICATION OF A DIFFERENT GOVERNING LAW (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OR PRIORITY OF THE SECURITY INTERESTS IN THE COLLATERAL).

8.12 Binding on Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the First Lien Administrative Agent, the other First Lien Claimholders, the Second Lien Collateral Trustee, the other Second Lien Claimholders, the Company and the other Grantors, and their respective successors and assigns from time to time. If either of the First Lien Administrative Agent or the Second Lien Collateral Trustee resigns or is replaced pursuant to the First Lien Loan Documents or the Second Lien Documents, as applicable, its successor and/or assign shall be deemed to be a party to this Agreement and shall have all the rights of, and be subject to all the obligations of, this Agreement. No provision of this Agreement will inure to the benefit of a bankruptcy trustee, debtor-in-possession, creditor trust or other representative of an estate or creditor of any Grantor, including where any such bankruptcy trustee, debtor-in-possession, creditor trust or other representative of an estate is the beneficiary of a Lien securing Collateral by virtue of the avoidance of such Lien in an Insolvency or Liquidation Proceeding.

8.13 Section Headings. The section headings and the table of contents used in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose, be given any substantive effect, affect the construction hereof or be taken into consideration in the interpretation hereof.

8.14 Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile or other electronic transmission (e.g., in “pdf” or “tif” format) shall be effective as delivery of a manually executed counterpart hereof.

8.15 Authorization. By its signature, each Person executing this Agreement, on behalf of such Person but not in his or her personal capacity as a signatory, represents and warrants to the other parties hereto that it is duly authorized to execute this Agreement.

8.16 No Third Party Beneficiaries/ Provisions Solely to Define Relative Rights. This Agreement and the rights and benefits hereof shall inure to the benefit of each of the First Lien Claimholders and the Second Lien Claimholders and their respective successors and assigns from time to time. The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the First Lien Administrative Agent and the other First Lien Claimholders on the one hand and the Second Lien Collateral Trustee and the other Second Lien Claimholders on the other hand. Nothing herein shall be construed to limit the relative rights and obligations as among the First Lien Claimholders or as among the Second Lien Claimholders. None of the Company, any other Grantor or any other creditor shall have any rights hereunder and neither the Company nor any Grantor nor any other creditor may rely on the terms hereof, except as set forth in Section 8.3 or this sentence. Nothing in this Agreement is intended to or shall impair the obligations of the Company or any other Grantor, which are absolute and unconditional, to pay the First Lien Obligations and the Second Lien Obligations as and when the same shall become due and payable in accordance with their terms.

8.17 No Indirect Actions. Unless otherwise expressly stated, if a party may not take an action under this Agreement, then it may not take that action indirectly, or support any other Person in taking that action directly or indirectly. “Taking an action indirectly” means taking an action that is not expressly prohibited for the party but is intended to have substantially the same effects as the prohibited action.

8.18 Additional Grantors. Each of the Company and the other Grantors agrees that it shall ensure that each of its Subsidiaries that is or is to become a party to any First Lien Loan Document or Second Lien Document shall either execute this Agreement on the date hereof or shall confirm that it is a Grantor hereunder pursuant to a Joinder Agreement substantially in the form attached hereto as Exhibit A that is executed and delivered by such Subsidiary prior to or concurrently with its execution and delivery of such First Lien Loan Document or such Second Lien Document.

IN WITNESS WHEREOF, the parties hereto have executed this Intercreditor Agreement as of the date first written above.


First Lien Administrative Agent

WELLS FARGO BANK, NATIONAL ASSOCIATION, as First Lien Administrative Agent,

By:		/s/ Brian Carrico
Name:		Brian Carrico
Title:		Senior Vice President

SOUTH TRYON STREET, 7^TH FLOOR
CHARLOTTE, NORTH CAROLINA 28282-1915


Second Lien Collateral Trustee

WILMINGTON TRUST, NATIONAL ASSOCIATION, as Second Lien Collateral Trustee

By:		/s/ W. Thomas Morris II
Name:		W. Thomas Morris II
Title:		Vice President

Wilmington Trust, National Association
Global Capital Markets
1100 North Market Street
Wilmington, DE 19890
Attention: SunEdison, Inc. Collateral Trust Administrator
Fax: 302-636-4145

[FORM OF] GRANTOR JOINDER AGREEMENT NO. [ ] dated as of [ ], 20[ ] (the “Grantor Joinder Agreement”) to the INTERCREDITOR AGREEMENT dated as of January 11, 2016 (the “Intercreditor Agreement”), among Wells Fargo Bank, National Association, as First Lien Administrative Agent, Wilmington Trust, National Association, as Second Lien Collateral Trustee, and acknowledged and agreed to by SunEdison, Inc., a Delaware corporation (the “Company”), certain subsidiaries of the Company (each a “Grantor”).

Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Intercreditor Agreement.

The undersigned, [ ], a [ ], (the “New Grantor”) wishes to acknowledge and agree to the Intercreditor Agreement and become a party thereto to the limited extent contemplated by Section 8.18 thereof and to acquire and undertake the rights and obligations of a Grantor thereunder.

Accordingly, the New Grantor agrees as follows for the benefit of the Administrative Agents and the Claimholders:

Section 1. Accession to the Intercreditor Agreement. The New Grantor (a) acknowledges and agrees to, and becomes a party to the Intercreditor Agreement as a Grantor to the limited extent contemplated by Section 8.18 thereof, (b) agrees to all the terms and provisions of the Intercreditor Agreement and (c) shall have all the rights and obligations of a Grantor under the Intercreditor Agreement. This Grantor Joinder Agreement supplements the Intercreditor Agreement and is being executed and delivered by the New Grantor pursuant to Section 8.18 of the Intercreditor Agreement.

Section 2. Representations, Warranties and Acknowledgement of the New Grantor. The New Grantor represents and warrants to each Administrative Agent and to the Claimholders that (a) it has full power and authority to enter into this Grantor Joinder Agreement, in its capacity as Grantor and (b) this Grantor Joinder Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms of this Grantor Joinder Agreement.

Section 3. Counterparts. This Grantor Joinder Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Grantor Joinder Agreement or any document or instrument delivered in connection herewith by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Grantor Joinder Agreement or such other document or instrument, as applicable.

Section 4. Section Headings. Section heading used in this Grantor Joinder Agreement are for convenience of reference only and are not to affect the construction hereof or to be taken in consideration in the interpretation hereof.

Section 5. Benefit of Agreement. The agreements set forth herein or undertaken pursuant hereto are for the benefit of, and may be enforced by, any party to the Intercreditor Agreement subject to any limitations set forth in the Intercreditor Agreement with respect to the Grantors.

Section 6. Governing Law. THIS GRANTOR JOINDER AGREEMENT, AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS GRANTOR JOINDER AGREEMENT (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW RULES THAT WOULD RESULT IN THE APPLICATION OF A DIFFERENT GOVERNING LAW (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OR PRIORITY OF THE SECURITY INTERESTS IN THE COLLATERAL).

Section 7. Severability. Any provision of this Grantor Joinder Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions.

Section 8. Notices. All communications and notices hereunder shall be in writing and given as provided in Section 8.9 of the Intercreditor Agreement. All communications and notices hereunder to the New Grantor shall be given to it at the address set forth under its signature hereto, which information supplements Section 8.9 of the Intercreditor Agreement.

Section 9. Miscellaneous. The provisions of Section 8 of the Intercreditor Agreement will apply with like effect to this Grantor Joinder Agreement.

IN WITNESS WHEREOF, the New Grantor has duly executed this Grantor Joinder Agreement to the Intercreditor Agreement as of the day and year first above written.

THE ADDITIONAL PARI PASSU LIEN REPRESENTATIVES FROM TIME TO TIME PARTY HERETO,

COLLATERAL TRUST AGREEMENT (as amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”) dated as of January 11, 2016 among SunEdison, Inc., a Delaware corporation (the “Borrower”), the Guarantors from time to time party hereto, Deutsche Bank AG New York Branch, as Administrative Agent (as defined below), Wilmington Trust, National Association, a national banking association, as Trustee (as defined below), each additional Pari Passu Lien Representative (as defined below) that executes and delivers a Collateral Trust Joinder (as defined below), and Wilmington Trust, National Association, a national banking association, as Collateral Trustee (in such capacity and together with its successors in such capacity, the “Collateral Trustee”).

WHEREAS, the Borrower entered into a Second Lien Credit Agreement dated as of January 11, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, including any replacement thereof if such replacement credit agreement has been designated in accordance Section 3.8 hereof, the “Credit Agreement”) among the Borrower, the Lenders party thereto, Deutsche Bank AG New York Branch, as administrative agent (in such capacity and together with its successors, the “Administrative Agent”), and the lenders party thereto, which will provide for a $725,000,000 second lien secured credit facility.

WHEREAS, the Borrower intends to issue 5% Guaranteed Convertible Senior Secured Notes due 2018 (including notes subsequently issued in exchange therefor or in refinancing thereof, the “Notes”) in an aggregate principal amount of $225,000,000 pursuant to an Indenture dated as of January 11, 2016 (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, including any replacement thereof if such replacement indenture has been designated in accordance Section 3.8 hereof, the “Indenture”) among the Borrower, the guarantors party thereto and Wilmington Trust, National Association, as trustee (in such capacity and together with its successors in such capacity, the “Trustee”).

WHEREAS, the Borrower and the Guarantors intend to secure the Obligations under the Credit Agreement and under the Indenture, any future Pari Passu Lien Debt and any other Pari Passu Lien Obligations, with Liens on all present and future Collateral on an equal and ratable basis to the extent that such Liens have been provided for in the Pari Passu Lien Security Documents.

WHEREAS, this Agreement sets forth the terms on which each Pari Passu Lien Secured Party has appointed the Collateral Trustee to act as the collateral trustee for the present and future holders of the Pari Passu Lien Obligations to receive, hold, maintain, administer and distribute the Collateral at any time delivered to the Collateral Trustee or the subject of the Pari Passu Lien Security Documents, and to enforce the Pari Passu Lien Security Documents and all interests, rights, powers and remedies of the Collateral Trustee with respect thereto or thereunder and the proceeds thereof.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

SECTION 1.1 Defined Terms. Unless otherwise defined herein, terms defined in the Credit Agreement and used but not defined herein shall have the meanings given to them in the Credit Agreement. The following terms will have the following meanings:

“Act of Required Pari Passu Lien Secured Parties” means, as to any matter at any time, (i) a direction in writing delivered to the Collateral Trustee by or with the written consent of, the holders of (or the Pari Passu Lien Representatives acting at the direction of the holders they represent) more than 50% of the aggregate outstanding principal amount of Pari Passu Lien Debt and (ii) directions in writing delivered to the Collateral Trustee by or with the written consent of, the requisite percentage or number of holders of each Series of Pari Passu Lien Debt at the time outstanding (or the Pari Passu Lien Representatives acting at the direction of the holders they represent) as provided for in the applicable Pari Passu Lien Documents, in each case, which, upon request of the Collateral Trustee, shall be accompanied by indemnity or security acceptable to the Collateral Trustee for any losses, liabilities or expenses that may be incurred in connection with such direction.

For purposes of this definition, (a) Pari Passu Lien Debt registered in the name of, or beneficially owned by, the Borrower or any Affiliate of the Borrower will be deemed not to be outstanding and neither the Borrower nor any Affiliate of the Borrower will be entitled to vote such Pari Passu Lien Debt and the Borrower shall notify the Collateral Trustee in writing whether any Pari Passu Lien Debt is owned by it or any of its Affiliates, and (b) votes will be determined in accordance with Section 7.2.

“Additional Pari Passu Lien Debt” has the meaning set forth in Section 3.8(a).

“Additional Pari Passu Lien Debt Designation” means a notice is substantially the form of Exhibit A.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agreement” shall mean this Collateral Trust Agreement, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof.

“Collateral” means, in the case of each Series of Pari Passu Lien Debt, all properties and assets of the Borrower and the Guarantors now owned or hereafter acquired and wherever located in which Liens have been granted, or purported to be granted, or required to be granted, to the Collateral Trustee to secure any or all of the Pari Passu Lien Obligations, and shall exclude any properties and assets in which the Collateral Trustee is required to release its Liens pursuant to Section 3.2; provided, that, if such Liens are required to be released as a result of the sale, transfer or other disposition of any properties or assets of the Borrower or any Guarantor, such assets or properties will cease to be excluded from the Collateral if the Borrower or any Guarantor thereafter acquires or reacquires such assets or properties.

“Collateral Trust Joinder” means (i) with respect to the provisions of this Agreement relating to any Additional Pari Passu Lien Debt, an agreement substantially in the form of Exhibit B and (ii) with respect to the provisions of this Agreement relating to the addition of additional Guarantors, an agreement substantially in the form of Exhibit C.

“Collateral Trustee Obligations” has the meaning set forth in the definition of “Pari Passu Lien Obligations”.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Credit Agreement Documents” means the Credit Agreement and the Pari Passu Lien Security Documents.

“Discharge of Pari Passu Lien Obligations” means the occurrence of all of the following:

(1) termination or expiration of all commitments to extend credit that would constitute Pari Passu Lien Debt;

(2) with respect to each Series of Pari Passu Lien Debt, either (x) payment in full in cash of the principal of and interest and premium (if any) on all Pari Passu Lien Debt of such Series or (y) there has been a legal defeasance or covenant defeasance pursuant to the terms of the applicable Pari Passu Lien Documents for such Series of Pari Passu Lien Debt; and

(3) payment in full in cash of all other Pari Passu Lien Obligations that are outstanding and unpaid at the time the Pari Passu Lien Debt is paid in full in cash.

“Excluded Collateral” means the “Fronting Compensation Fee Account” (as defined in the Credit Agreement as in effect on the date hereof) and the funds on deposit therein.

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

(2) evidenced by loan agreements, indentures, bonds, notes, debentures or similar instruments.

“Guarantee” or “Guaranteeing” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner including, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Funded Debt (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

“Guarantor” means, at any time, with respect to any Pari Passu Lien Obligations, each Person who is at such time Guaranteeing payment of any Pari Passu Lien Obligations or who has granted any Lien to secure any Pari Passu Lien Obligations that remains outstanding.

“Indemnified Liabilities” means any and all liabilities (including all environmental liabilities), obligations, losses, damages, penalties, actions, claims, judgments, suits, costs, taxes, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, performance, administration or enforcement of this Agreement or any of the other Pari Passu Lien Security Documents, including any of the foregoing relating to the use of proceeds of any Pari Passu Lien Debt or the violation of, noncompliance with or liability under, any law (including environmental laws) applicable to or enforceable against the Borrower, any of its Subsidiaries or any Guarantor or any of the Collateral and all reasonable costs and expenses (including reasonable fees and expenses of legal counsel selected by the Indemnitee) incurred by any Indemnitee in connection with any claim, action, investigation or proceeding in any respect relating to any of the foregoing, whether or not suit is brought.

“Intercreditor Agreement” means that certain Intercreditor Agreement dated as of January 11, 2016 entered into by and among Wells Fargo Bank, National Association, the Collateral Trustee, the Borrower, and grantors party thereto, as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof and hereof.

“Moody’s” means Moody’s Investors Service, Inc., and its successors and assigns.

“Note Documents” means the Indenture, the Note Guarantees, the Notes and the Pari Passu Lien Security Documents.

“Obligations” means any principal, interest (including all interest accrued thereon after the commencement of any action or proceeding under any Debtor Relief Laws at the rate, including any applicable Post-Petition Interest, specified in the applicable Pari Passu Lien Documents, even if such Post-Petition Interest is not enforceable, allowable or allowed as a claim in such proceeding), premium (if any), fees, indemnifications, reimbursements, expenses and other liabilities payable under the documentation governing any Pari Passu Lien Obligations.

“Officers’ Certificate” means a certificate with respect to compliance with a condition or covenant provided for in this Agreement, signed on behalf of the Borrower by two officers of the Borrower, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Borrower, including:

(a) a statement that the Person making such certificate has read such covenant or condition;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate are based;

(c) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

(d) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.

“Pari Passu Lien” means a Lien granted, or purported to be granted, by a Pari Passu Lien Security Document to the Collateral Trustee , at any time, upon any property of the Borrower or any Guarantor to secure Pari Passu Lien Obligations.

(3) any other Funded Debt of the Borrower or any Guarantor that is secured by a Pari Passu Lien and that was permitted to be incurred and permitted to be so secured under each applicable Pari Passu Lien Document and the Intercreditor Agreement (such other Funded Debt, the “Other Pari Passu Lien Debt”); provided, in the case of any Other Pari Passu Lien Debt, that:

(a) on or before the date on which such Other Pari Passu Lien Debt is incurred by the Borrower or such Guarantor, such Other Pari Passu Lien Debt is designated by the Borrower as “Pari Passu Lien Debt” for the purposes of the Pari Passu Lien Documents in an Additional Pari Passu Lien Debt Designation executed and delivered in accordance with Section 3.8(b);

(b) unless such Other Pari Passu Lien Debt is issued under an existing Pari Passu Lien Document for any Series of Pari Passu Lien Debt whose Pari Passu Lien Representative is already party to this Agreement, the Pari Passu Lien Representative for such Other Pari Passu Lien Debt executes and delivers a Collateral Trust Joinder in accordance with Section 3.8(a); and

“Pari Passu Lien Debt Default” means any event or condition that, under the terms of any Pari Passu Lien Document causes, or permits holders of Pari Passu Lien Debt outstanding thereunder (with or without the giving of notice or lapse of time, or both, and whether or not notice has been given or time has lapsed) to cause, the Pari Passu Lien Debt outstanding thereunder to become immediately due and payable.

“Pari Passu Lien Documents” means the Credit Agreement Documents, the Note Documents and any other indenture, notes, credit agreement or other agreement or instrument pursuant to which any Pari Passu Lien Debt is incurred and the Pari Passu Lien Security Documents.

“Pari Passu Lien Obligations” means the Pari Passu Lien Debt and all other Obligations in respect of Pari Passu Lien Debt, including without limitation any Post-Petition Interest whether or not allowable, and all guarantees of any of the foregoing. In addition to the foregoing, all obligations owing to the Collateral Trustee in its capacity as such, whether pursuant to this Agreement or one or more of the Pari Passu Lien Documents, shall in each case be deemed to constitute Pari Passu Lien Obligations (with the obligations described in this sentence being herein the “Collateral Trustee Obligations”), which Collateral Trustee Obligations shall be entitled to the priority provided in clause FIRST of Section 3.4(a).

(3) in the case of any other Series of Pari Passu Lien Debt, the trustee, agent or representative of the holders of such Series of Pari Passu Lien Debt who maintains the transfer register for such Series of Pari Passu Lien Debt and is appointed as a representative of such Pari Passu Lien Debt (for purposes related to the administration of the Pari Passu Lien Security Documents) pursuant to the indenture, credit agreement or other agreement governing such Series of Pari Passu Lien Debt, and who has executed a Collateral Trust Joinder.

“Pari Passu Lien Secured Parties” means the holders of Pari Passu Lien Obligations, each Pari Passu Lien Representative and the Collateral Trustee.

“Pari Passu Lien Security Documents” means all security agreements, pledge agreements, collateral assignments, mortgages, deeds of trust, collateral agency agreements, control agreements or other grants or transfers for security executed and delivered by the Borrower or any Guarantor creating (or purporting to create) a Lien upon Collateral in favor of the Collateral Trustee , for the benefit of any of the Pari Passu Lien Secured Parties, in each case, as amended, modified, renewed, restated or replaced, in whole or in part, from time to time, in accordance with its terms and Section 7.2.

“Permitted Prior Lien” means any Lien that has priority over the Lien of the Collateral Trustee for the benefit of the Pari Passu Lien Secured Parties which Lien was permitted under each Pari Passu Lien Document.

“Post-Petition Interest” means interest, fees, expenses and other charges that pursuant to the Pari Passu Lien Documents continue to accrue after the commencement of any action or proceeding under Debtor Relief Laws, whether or not such interest, fees, expenses and other charges are allowed or allowable under such Debtor Relief Laws.

“Reaffirmation Agreement” means an agreement reaffirming the security interests and Liens granted to the Collateral Trustee in substantially the form attached as Exhibit 1 to Exhibit A of this Agreement.

“Series of Pari Passu Lien Debt” means, severally, (i) Funded Debt under the Credit Agreement, (ii) Funded Debt under the Indenture and (iii) each other issue or series of Pari Passu Lien Debt for which a single transfer register is maintained.

“Term Loans” means the principal of Funded Debt of the Borrower incurred under the Credit Agreement.

“Title Datedown Product” has the meaning set forth in Section 3.8(d)(3).

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that in the event that, by reason of mandatory provisions of law, any or all of the perfection or priority of, or remedies with respect to, any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions hereof relating to such perfection, priority or remedies.

(a) The words “hereof,” “herein,” “hereto” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule, Exhibit and Annex references, are to this Agreement unless otherwise specified. References to any Schedule, Exhibit or Annex shall mean such Schedule, Exhibit or Annex as amended or supplemented from time to time in accordance with this Agreement.

(b) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(c) The expressions “payment in full,” “paid in full” and any other similar terms or phrases when used herein shall mean payment in cash in immediately available funds.

(d) The use herein of the word “include” or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter.

(e) All references herein to provisions of the UCC shall include all successor provisions under any subsequent version or amendment to any Article of the UCC.

(f) All terms used in this Agreement that are defined in Article 9 of the UCC and not otherwise defined herein have the meanings assigned to them in Article 9 of the UCC.

(g) Unless otherwise set forth herein, references to principal amount shall include, without duplication, any reimbursement obligations with respect to a letter or credit and the face amount thereof (whether or not such amount is, at the time of determination, drawn or available to be drawn).

This Agreement and the other Pari Passu Lien Security Documents will be construed without regard to the identity of the party who drafted it and as though the parties participated equally in drafting it. Consequently, each of the parties acknowledges and agrees that any rule of construction that a document is to be construed against the drafting party will not be applicable either to this Agreement or the other Pari Passu Lien Security Documents.

SECTION 2.1 Declaration of Trust. To secure the payment of the Pari Passu Lien Obligations and in consideration of the premises and mutual agreements set forth in this Agreement, the Borrower and each of the Guarantors hereby confirms the grant to the Collateral Trustee, and the Collateral Trustee hereby accepts and agrees to hold, in trust under this Agreement for the benefit of all current and

future Pari Passu Lien Secured Parties, all of the Borrower’s and each such Guarantor’s right, title and interest in, to and under all Collateral, now or hereafter granted to the Collateral Trustee under any Pari Passu Lien Security Document for the benefit of the Pari Passu Lien Secured Parties, together with all of the Collateral Trustee’s right, title and interest in, to and under the Pari Passu Lien Security Documents, and all interests, rights, powers and remedies of the Collateral Trustee thereunder or in respect thereof and all cash and non-cash proceeds thereof (collectively, the “Trust Estate”).

The Collateral Trustee and its successors and assigns under this Agreement will hold the Trust Estate in trust for the benefit solely and exclusively of all current and future Pari Passu Lien Secured Parties as security for the payment of all present and future Pari Passu Lien Obligations.

Notwithstanding the foregoing, if at any time all of the following conditions have been satisfied:

(1) all Liens securing the Pari Passu Lien Obligations have been released as provided in Section 4.1;

(2) the Collateral Trustee holds no other property in trust as part of the Trust Estate;

(3) no monetary obligation (other than indemnification and other contingent obligations for which no claim or demand for payment, whether oral or written, has been made at such time) is outstanding and payable under this Agreement to the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity); and

(4) the Borrower delivers to the Collateral Trustee an Officers’ Certificate stating that all Pari Passu Liens of the Collateral Trustee have been released in compliance with all applicable provisions of the Pari Passu Lien Documents and that the Borrower and the Guarantors are not required by any Pari Passu Lien Document to grant any Pari Passu Lien upon any property,

then the trust arising hereunder will terminate (subject to any reinstatement pursuant to Sections 7.19 hereof), except that all provisions set forth in Sections 7.9 and 7.10 that are enforceable by the Collateral Trustee or any of its co-trustees or agents (whether in an individual or representative capacity) will remain enforceable in accordance with their terms.

The parties further declare and covenant that the Trust Estate will be held and distributed by the Collateral Trustee subject to the further agreements herein.

SECTION 2.2 Collateral Shared Equally and Ratably. The parties to this Agreement agree that the payment and satisfaction of all of the Pari Passu Lien Obligations within each Class will be secured equally and ratably by the Pari Passu Liens established in favor of the Collateral Trustee for the benefit of the Pari Passu Lien Secured Parties belonging to such Class, notwithstanding the time of incurrence of any Pari Passu Lien

Obligations within such Class or the date, time, method or order of grant, attachment or perfection of any Liens securing such Pari Passu Lien Obligations within such Class and notwithstanding any provision of the UCC, the time of incurrence of any Series of Pari Passu Lien Debt or the time of incurrence of any other Pari Passu Lien Obligation, or any other applicable law or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Pari Passu Lien Obligations, the subordination of such Liens to any other Liens, or any other circumstance whatsoever, whether or not any action or proceeding under any Debtor Relief Laws has been commenced against the Borrower or any Guarantor.

It is the intent of the parties that, and the parties hereto agree for themselves and for the Pari Passu Lien Secured Parties represented by them that all Pari Passu Lien Obligations will be and are secured equally and ratably by all Pari Passu Liens at any time granted by the Borrower or any Guarantor to secure any Obligations in respect of any Series of Pari Passu Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Pari Passu Lien Debt, and that all such Pari Passu Liens will be enforceable by the Collateral Trustee for the benefit of all Pari Passu Lien Secured Parties equally and ratably; provided, however, that notwithstanding the foregoing, this provision will not be violated with respect to any particular Collateral and any particular Series of Pari Passu Lien Debt if the Pari Passu Lien Documents in respect thereof prohibit the applicable Pari Passu Lien Representative from accepting the benefit of a Lien on any particular asset or property or such Pari Passu Lien Representative otherwise expressly declines in writing to accept the benefit of a Lien on such asset or property; provided, further, Liens on the Excluded Collateral will be held by the Administrative Agent solely for the benefit of the Pari Passu Lien Secured Parties that are Fronting Arrangers (as defined in the Credit Agreement), and Liens on any other Collateral will be held by the Collateral Trustee for the benefit of all Pari Passu Lien Secured Parties.

(a) Each Pari Passu Lien Secured Party acting through its respective Pari Passu Lien Representative and/or by its acceptance of the benefits of the Pari Passu Lien Security Documents hereby appoints the Collateral Trustee to serve as collateral trustee hereunder on the terms and conditions set forth herein. Subject to, and in accordance with, this Agreement, the Collateral Trustee will, as collateral trustee , for the benefit solely and exclusively of the present and future Pari Passu Lien Secured Parties, in accordance with the terms of this Agreement:

(1) accept, enter into, hold, maintain and, upon receipt of an Act of Required Pari Passu Lien Secured Parties, administer and enforce all Pari Passu Lien Security Documents, including all Collateral subject thereto, and all Liens created thereunder, perform its obligations hereunder and under the Pari Passu Lien Security Documents and, upon receipt of an Act of Required Pari Passu Lien Secured Parties, protect, exercise and enforce the interests, rights, powers and remedies granted or available to it under, pursuant to or in connection with the Pari Passu Lien Security Documents;

(2) unless it has received a contrary Act of Required Pari Passu Lien Secured Parties, be entitled to (but not obligated, unless it has received an Act of Required Pari Passu Lien Secured Parties), take all lawful and commercially reasonable actions permitted under the Pari Passu Lien Security Documents that it may deem necessary or advisable to protect or preserve its interest in the Collateral subject thereto and to protect and preserve its interests, rights, powers and remedies;

(3) deliver and receive notices pursuant to this Agreement and the Pari Passu Lien Security Documents;

(4) upon receipt of an Act of Required Pari Passu Lien Secured Parties, sell, assign, collect, assemble, foreclose on, institute legal proceedings with respect to, or otherwise exercise or enforce the rights and remedies of a secured party (including a mortgagee, trust deed beneficiary and insurance beneficiary or loss payee) with respect to the Collateral under the Pari Passu Lien Security Documents and its other interests, rights, powers and remedies;

(5) upon receipt of an Act of Required Pari Passu Lien Secured Parties, credit bid all of the Pari Passu Lien Obligations on behalf of the Pari Passu Lien Secured Parties to the extent such credit bid is permitted under the terms of the Intercreditor Agreement;

(6) remit as provided in Section 3.4 all cash proceeds received by the Collateral Trustee from the collection, foreclosure or enforcement of its interest in the Collateral under the Pari Passu Lien Security Documents or any of its other interests, rights, powers or remedies;

(7) execute and deliver (i) amendments and supplements to the Pari Passu Lien Security Documents as from time to time authorized pursuant to Section 7.1 accompanied by an Officers’ Certificate to the effect that the amendment or supplement was permitted under Section 7.1 and (ii) acknowledgements of Collateral Trust Joinders delivered pursuant to Section 3.8 or 7.18 hereof, accompanied by an Officers’ Certificate to the effect that such joinder is permitted under this Agreement and any other applicable Pari Passu Lien Document;

(8) release any Lien granted to it by any Pari Passu Lien Security Document upon any Collateral if and as required by Section 3.2 or Article 4;

(9) act or decline to act in connection with any enforcement of Liens as provided in Section 3.3; and

(10) without limiting Section 3.1(d), upon receipt of an Act of Required Pari Passu Lien Secured Parties, take actions under the Intercreditor Agreement as directed by such Act of Required Pari Passu Lien Secured Parties.

(b) Each party to this Agreement acknowledges and consents to the undertaking of the Collateral Trustee set forth in Section 3.1(a) and agrees to each of the other provisions of this Agreement applicable to the Collateral Trustee.

(c) Notwithstanding anything to the contrary contained in this Agreement or any other Pari Passu Lien Document, the Collateral Trustee will not commence any exercise of remedies or any foreclosure actions or otherwise take any action or proceeding against any of the Collateral unless and until it shall have been directed in writing by an Act of Required Pari Passu Lien Secured Parties and then only in accordance with the provisions of this Agreement.

(d) Each Pari Passu Lien Secured Party acting through its respective Pari Passu Lien Representative and/or by its acceptance of the benefits of the Pari Passu Lien Security Documents hereby authorizes and directs the Collateral Trustee to enter into and perform under the Intercreditor Agreement.

SECTION 3.2 Release or Subordination of Liens. The Collateral Trustee will not release or subordinate any Lien of the Collateral Trustee or consent to the release or subordination of any Lien of the Collateral Trustee , except:

(a) as directed by an Act of Required Pari Passu Lien Secured Parties accompanied by an Officers’ Certificate to the effect that the release or subordination was permitted by each applicable Pari Passu Lien Document;

(c) as ordered pursuant to applicable law under a final and nonappealable order or judgment of a court of competent jurisdiction.

SECTION 3.3 Enforcement of Liens. If the Collateral Trustee at any time receives written notice that any event has occurred that constitutes a Pari Passu Lien Debt Default entitling the Collateral Trustee to foreclose upon, collect or otherwise enforce its Liens under the Pari Passu Lien Security Documents, the Collateral Trustee will promptly deliver written notice thereof to each Pari Passu Lien Representative. Thereafter, the Collateral Trustee may await direction by an Act of Required Pari Passu Lien Secured Parties and will act, or decline to act, as directed by an Act of Required Pari Passu Lien Secured Parties, in the exercise and enforcement of the Collateral Trustee’s interests, rights, powers and remedies in respect of the Collateral or under the Pari Passu Lien Security Documents or applicable law and, following the initiation of such exercise of remedies, the Collateral Trustee will act, or decline to act, with respect to the manner of such exercise of remedies as directed by an Act of Required Pari Passu Lien Secured Parties. Unless it has been directed to the contrary by an Act of Required Pari Passu Lien Secured Parties, the Collateral Trustee in any event may (but will not be obligated to) take or refrain from taking such action with respect to any default under any Pari Passu Lien Document as it may deem advisable and in the interest of the Pari Passu Lien Secured Parties, subject, at all times, to the terms of the Intercreditor Agreement.

(a) The Collateral Trustee will apply the proceeds (a) received under the Intercreditor Agreement or (b) subject to the Intercreditor Agreement, of any collection, sale, foreclosure or other realization upon, or exercise of any right or remedy with respect to, any Collateral and the proceeds thereof, and the proceeds of any title insurance or other insurance policy required under any Pari Passu Lien Document or otherwise covering the Collateral in the following order of application:

FIRST, to the payment of all amounts payable under this Agreement on account of the Collateral Trustee ’s (and any former Collateral Trustee’s) fees and any reasonable legal fees, costs and expenses or other liabilities of any kind incurred by the Collateral Trustee (and any former Collateral Trustee ) or any co-trustee or agent of the Collateral Trustee in connection with any Pari Passu Lien Security Document (including, but not limited to, indemnification obligations that are then due and payable);

SECOND, to the repayment of obligations, other than the Pari Passu Lien Obligations, secured by a Permitted Prior Lien on the Collateral sold or realized upon to the extent that such other Lien has priority over the Pari Passu Liens but only if such obligation is discharged (in whole or in part) in connection with such sale;

THIRD, to the respective Pari Passu Lien Representatives on a pro rata basis for each Series of Pari Passu Lien Debt that is secured by such Collateral for application to the payment of all such outstanding Pari Passu Lien Debt and any such other Pari Passu Lien Obligations that are then due and payable and so secured (for application in such order as may be provided in the Pari Passu Lien Documents applicable to the respective Pari Passu Lien Obligations) in an amount sufficient to pay in full in cash all outstanding Pari Passu Lien Debt and all other Pari Passu Lien Obligations that are then due and payable (including all interest and fees accrued thereon after the commencement of any action or proceeding under Debtor Relief Laws at the rate, including any applicable Post-Petition Interest, specified in the Pari Passu Lien Documents, even if such Post-Petition Interest is not enforceable, allowable or allowed as a claim in such proceeding); and

FOURTH, any surplus remaining after the payment in full in cash of amounts described in the preceding clauses will be paid to the Borrower or the applicable Guarantor, as the case may be, its successors or assigns, or to such other Persons as may be entitled to such amounts under applicable law or as a court of competent jurisdiction may direct.

Notwithstanding the foregoing, if any Series of Pari Passu Lien Debt has released its Lien on any Collateral as described below in Section 4.4, then such Series of Pari Passu Lien Debt and any related Pari Passu Lien Obligations of that Series of Pari Passu Lien Debt thereafter shall not be entitled to share in the proceeds of any Collateral so released by that Series of Pari Passu Lien Debt.

(b) This Section 3.4 is intended for the benefit of, and will be enforceable as a third party beneficiary by, each present and future holder of Pari Passu Lien Obligations, each present and future Pari Passu Lien Representative and the Collateral Trustee as holder of Pari Passu Liens. The Pari Passu Lien Representative of each future Series of Pari Passu Lien Debt will be required to deliver a Collateral Trust Joinder including a lien sharing confirmation as provided in Section 3.8 at the time of incurrence of such Series of Pari Passu Lien Debt.

(c) In connection with the application of proceeds pursuant to Section 3.4(a), except as otherwise directed by an Act of Required Pari Passu Lien Secured Parties, the Collateral Trustee may (but shall not be obligated to) sell any non-cash proceeds for cash prior to the application of the proceeds thereof.

(d) In making the determinations and allocations in accordance with Section 3.4(a), the Collateral Trustee may conclusively rely upon information supplied by the relevant Pari Passu Lien Representative as to the amounts of unpaid principal and interest and other amounts outstanding or due and payable with respect to its respective Pari Passu Lien Debt and any other Pari Passu Lien Obligations.

(a) The Collateral Trustee is irrevocably authorized and empowered to enter into and perform its obligations and protect, perfect, exercise and enforce its interest, rights, powers and remedies under the Pari Passu Lien Security Documents and applicable law and in equity and to act as set forth in this Article 3 or, subject to the other provisions of this Agreement, as requested in any lawful directions given to it from time to time in respect of any matter by an Act of Required Pari Passu Lien Secured Parties.

(b) No Pari Passu Lien Representative or Pari Passu Lien Secured Party (other than the Collateral Trustee ) will have any liability whatsoever for any act or omission of the Collateral Trustee.

SECTION 3.6 Documents and Communications. The Collateral Trustee will permit each Pari Passu Lien Representative upon reasonable written notice from time to time to inspect and copy, at the cost and expense of the party requesting such copies, any and all Pari Passu Lien Security Documents and other documents, notices, certificates, instructions or communications received by the Collateral Trustee in its capacity as such.

SECTION 3.7 For Sole and Exclusive Benefit of the Pari Passu Lien Secured Parties. The Collateral Trustee will accept, hold, administer and enforce all Liens on the Collateral at any time transferred or delivered to it and all other interests, rights, powers and remedies at any time granted to or enforceable by the Collateral Trustee and all other property of the Trust Estate solely and exclusively for the benefit of the present and future holders of present

and future Pari Passu Lien Obligations, and will distribute all proceeds received by it in realization thereon or from enforcement thereof solely and exclusively pursuant to the provisions of Section 3.4.

(a) The Collateral Trustee will, as collateral trustee hereunder, perform its undertakings set forth in this Agreement with respect to any Pari Passu Lien Debt that is issued or incurred after the date hereof if, unless such Funded Debt is issued under an existing Pari Passu Lien Document for any Series of Pari Passu Lien Debt whose Pari Passu Lien Representative is already party to this Agreement, the designated Pari Passu Lien Representative identified pursuant to Section 3.8(b) signs a Collateral Trust Joinder and delivers the same to the Collateral Trustee.

(b) The Borrower will be permitted to designate as Pari Passu Lien Debt hereunder any Funded Debt that is incurred by the Borrower or any Guarantor after the date of this Agreement in accordance with the terms of all applicable Pari Passu Lien Documents. The Borrower may only effect such designation by delivering to the Collateral Trustee (i) an Officers’ Certificate stating that the incurrence of such Additional Pari Passu Lien Debt is authorized and permitted by the Pari Passu Lien Documents and (ii) an Additional Pari Passu Lien Debt Designation that:

(1) states that the Borrower or such Guarantor intends to incur additional Pari Passu Lien Debt (“Additional Pari Passu Lien Debt”) which will be Pari Passu Lien Debt not prohibited by any Pari Passu Lien Document to be incurred and secured by a Pari Passu Lien equally and ratably with all previously existing and future Pari Passu Lien Debt;

(2) specifies the name and address of the Pari Passu Lien Representative for such Additional Pari Passu Lien Debt for purposes of this Agreement including Section 7.6;

(3) states that the Borrower and each Guarantor has duly authorized, executed (if applicable) and recorded (or caused to be recorded) in each appropriate governmental office all relevant filings and recordations to ensure that the Additional Pari Passu Lien Debt is secured by the Collateral (except for the Excluded Collateral) in accordance with the Pari Passu Lien Security Documents;

(4) attaches as Exhibit 1 to such Additional Pari Passu Lien Debt Designation a Reaffirmation Agreement in substantially the form attached as Exhibit 1 to Exhibit A of this Agreement, which Reaffirmation Agreement has been duly executed by the Borrower and each Guarantor; and

(5) states that the Borrower has caused a copy of the Additional Pari Passu Lien Debt Designation and the related Collateral Trust Joinder to be delivered to each then existing Pari Passu Lien Representative.

Although the Borrower shall be required to deliver a copy of each Additional Pari Passu Lien Debt Designation and each Collateral Trust Joinder to each then existing Pari Passu Lien Representative, the failure to so deliver a copy of the Additional Pari Passu Lien Debt and/or Collateral Trust Joinder to any then existing Pari Passu Lien Representative shall not affect the status of such debt as Additional Pari Passu Lien Debt if the other requirements of this Section 3.8 are complied with. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow the Borrower or any Guarantor to incur additional Funded Debt or Liens if prohibited by the terms of any Pari Passu Lien Documents.

(c) With respect to any Additional Pari Passu Lien Debt, Borrower and each of the Guarantors agrees to take such actions (if any) as may from time to time reasonably be requested by the Collateral Trustee , any Pari Passu Lien Representative or any Act of Required Pari Passu Lien Secured Parties, and enter into such technical amendments, modifications and/or supplements to the then existing Guarantees and Pari Passu Lien Security Documents (or execute and deliver such additional Pari Passu Lien Security Documents) as may from time to time be reasonably requested by such Persons (including as contemplated by clause (d) below), to ensure that the Additional Pari Passu Lien Debt is secured by, and entitled to the benefits of, the relevant Pari Passu Lien Security Documents, and each Pari Passu Lien Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Collateral Trustee to enter into, any such technical amendments, modifications and/or supplements (and additional Pari Passu Lien Security Documents). Borrower and each Guarantor hereby further agree that, if there are any recording, filing or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.8(c) or Section 3.8(d), all such amounts shall be paid by, and shall be for the account of, Borrower and the respective Guarantors, on a joint and several basis.

(d) Without limitation of the foregoing, Borrower and each of the Guarantors agrees to take the following actions with respect to any real property Collateral with respect to all Additional Pari Passu Lien Debt:

(1) Borrower and the other applicable Guarantors shall enter into, and deliver to the Collateral Trustee a mortgage modification (each such modification, a “Modification”) or new mortgage or deed of trust with regard to each real property subject to a mortgage or deed of trust (each such mortgage or deed of trust a “Mortgage,” and each such property a “Mortgaged Property”), with such changes as may be required to account for local law matters, at the time of such incurrence, in proper form for recording in all applicable jurisdictions, and the Borrower and such Guarantors are jointly and severally liable to pay all filing and recording fees and taxes, documentary stamp taxes and other taxes, charges and fees, if any, necessary for filing or recording in the recording office of each jurisdiction where such real property to be encumbered thereby is situated;

(2) Borrower or the applicable Guarantor will cause to be delivered a customary local counsel opinion with respect to each such Mortgaged Property;

(3) Borrower or the applicable Guarantor will cause a title company to have delivered to the Collateral Trustee a title insurance policy (or, as applicable, an

endorsement to each title insurance policy previously delivered to the Collateral Trustee with respect to the Mortgage or Mortgages for such Series of Pari Passu Lien Debt and all related other Pari Passu Lien Obligations), date down(s) or other evidence (which may include a new title insurance policy) (each such delivery, a “Title Datedown Product”), in each case insuring that (i) the validity, enforceability and priority of the Liens of the applicable Mortgage(s) as security for the Pari Passu Lien Obligations (including such Additional Pari Passu Lien Debt) has not changed and, if a new Mortgage is entered into, that the Lien of such new Mortgage securing the Pari Passu Lien Debt then being incurred shall be enforceable and have the same priority as any existing Mortgage securing then existing Pari Passu Lien Obligations, (ii) confirming and/or insuring that since the later of the original date of such title insurance product and the date of the Title Datedown Product delivered most recently prior to (and not in connection with) such Additional Pari Passu Lien Debt, there has been no change in the condition of title and (iii) there are no intervening liens or encumbrances which may then or thereafter take priority over the Lien of the applicable Mortgage(s), in each case other than with respect to Liens permitted by each Pari Passu Lien Document (without adding any additional exclusions or exceptions to coverage); and

(4) the Borrower and the applicable Guarantor shall deliver to the approved title company, the Collateral Trustee and/or all other relevant third parties all other items reasonably necessary to record each such Mortgage and Modification, to issue a Title Datedown Product and to create, perfect or preserve the validity, enforceability and priority of the Lien of the mortgage(s) as set forth above and contemplated hereby and by the Pari Passu Lien Documents.

(a) The Collateral Trustee’s Liens upon the Collateral will be released in any of the following circumstances:

(2) as to any Collateral that is sold, transferred or otherwise disposed of by the Borrower or any Guarantor to a Person that is not (either before or after such sale, transfer or disposition) the Borrower or a Subsidiary (as defined under the Indenture) or an Affiliate of the Borrower in a transaction or other circumstance that complies with Section 7.05 of the Credit Agreement, if any, and is permitted by all of the other Pari Passu Lien Documents (for the avoidance of doubt, any transaction that would cause a default or event of default under any Pari Passu Lien Document is a transaction that is not permitted by such Pari Passu Lien Document), at the time of such sale, transfer or other disposition or to the extent of the interest sold, transferred or otherwise disposed of;

(3) as to a release of less than all or substantially all of the Collateral (other than pursuant to clause (2) above), if (A) consent to release of that Collateral has been given by the requisite percentage or number of holders of each Series of Pari Passu Lien Debt at the time outstanding as provided for in the applicable Pari Passu Lien Documents or (B) all Pari Passu Liens on such Collateral have been automatically released pursuant to the Pari Passu Lien Documents; provided, that this clause (3) shall not apply to Discharge of Pari Passu Lien Obligations upon payment in full thereof;

(4) as to a release of all or substantially all of the Collateral (other than pursuant to clause (1) above), if (A) consent to release of that Collateral has been given by the requisite percentage or number of holders of each Series of Pari Passu Lien Debt at the time outstanding as provided for in the applicable Pari Passu Lien Documents and (B) the Borrower has delivered an Officers’ Certificate to the Collateral Trustee certifying that any such necessary consents have been obtained;

(5) if any Guarantor is released from its obligations under each of the Pari Passu Lien Documents, then the Pari Passu Liens on all Collateral owned by such Guarantor and the obligations of such Guarantor under its Guarantee of the Pari Passu Lien Obligations, shall be automatically, unconditionally and simultaneously released; and

(b) The Collateral Trustee agrees for the benefit of the Borrower and the Guarantors that if the Collateral Trustee at any time receives all of the following:

(1) an Officers’ Certificate stating that the conditions precedent in this Agreement and all other Pari Passu Lien Documents, if any, relating to the release of the Collateral have been complied with;

(2) the proposed instrument or instruments releasing such Lien as to such property in recordable form, if applicable; and

(3) prior to the Discharge of Pari Passu Lien Obligations, the written confirmation of each Pari Passu Lien Representative (such confirmation to be given following receipt of, and based solely on, the Officers’ Certificate described in clause (1) above and upon receipt of such certificates and opinions as may be required by the applicable Pari Passu Lien Document governing such Pari Passu Lien Representative) that, in its view, such release is permitted by Section 4.1(a) and the respective Pari Passu Lien Documents governing the Pari Passu Lien Obligations the holders of which such Pari Passu Lien Representative represents;

then the Collateral Trustee will execute (at the sole cost and expenses of the Borrower or such Guarantor and with such acknowledgements and/or notarizations as are required) and deliver such release to the Borrower or the applicable Guarantor on or before the later of (x) the date specified in such request for such release and (y) the fifth Business Day after the date of receipt of the items required by this Section 4.1(b) by the Collateral Trustee.

(1) in the case of any release pursuant to clause (2) of Section 4.1(a), if the terms of any such sale, transfer or other disposition require the payment of the purchase price to be contemporaneous with the delivery of the applicable release, then, at the written request of and at the expense of the Borrower or the applicable Guarantor, the Collateral Trustee will either (A) be present at and deliver the release at the closing of such transaction or (B) deliver the release under customary escrow arrangements that permit such contemporaneous payment and delivery of the release; and

(2) at any time when a Pari Passu Lien Debt Default under a Series of Pari Passu Lien Debt has occurred and is continuing, the Collateral Trustee will make best efforts to deliver within one Business Day (and in any event, as soon as reasonably practicable), of the receipt by it of any Act of Required Pari Passu Lien Parties pursuant to Section 4.1(a)(3), the Collateral Trustee will deliver a copy of such Act of Required Pari Passu Lien Secured Parties to each Pari Passu Lien Representative.

(d) Each Pari Passu Lien Representative hereby agrees that as soon as reasonably practicable after receipt of an Officers’ Certificate from the Borrower pursuant to Section 4.1(b)(1) it will, to the extent required by such Section, either provide (A) the written confirmation required by Section 4.1(b)(3), (B) a written statement that such release is not permitted by Section 4.1(a) or (C) a request for further information from the Borrower reasonably necessary to determine whether the proposed release is permitted by Section 4.1(a) and after receipt of such information such Pari Passu Lien Representative will as soon as reasonably practicable either provide the written confirmation or statement required pursuant to clause (A) or (B), as applicable.

SECTION 4.2 Delivery of Copies to Pari Passu Lien Representatives. The Borrower will deliver to each Pari Passu Lien Representative a copy of each Officers’ Certificate delivered to the Collateral Trustee pursuant to Section 4.1(b), together with copies of all documents delivered to the Collateral Trustee with such Officers’ Certificate. The Pari Passu Lien Representatives will not be obligated to take notice thereof or to act thereon, subject to Section 4.1(d).

SECTION 4.3 Collateral Trustee not Required to Serve, File or Record. The Collateral Trustee is not required to serve, file, register or record any instrument releasing or subordinating its Liens on any Collateral; provided, however, that if the Borrower or any Guarantor shall make a written demand for a termination statement under Section 9-513(c) of the UCC, the Collateral Trustee shall comply with the written request of such Borrower or Guarantor to comply with the requirements of such UCC provision; provided, further, that the Collateral Trustee must first confirm with the Pari Passu Lien Representatives that the requirements of such UCC provisions have been satisfied.

SECTION 4.4 Release of Liens in Respect of any Series of Pari Passu Lien Debt or any Series of Pari Passu Lien Debt other than the Term Loans and Notes

(a) Release of Liens in Respect of the Term Loans. In addition to any release pursuant to Section 4.1 hereof, the Collateral Trustee’s Pari Passu Lien will no longer secure the Term Loans outstanding under the Credit Agreement or any other Obligations under the Credit Agreement, and the right of the holders of the Term Loans and such Obligations to the benefits and proceeds of the Collateral Trustee’s Pari Passu Lien on the Collateral will terminate and be discharged upon the occurrence of the Termination Date (as defined in the Credit Agreement) under Section 9.10(b) of the Credit Agreement.

(b) Release of Liens in Respect of the Notes. In addition to any release pursuant to Section 4.1 hereof, the Collateral Trustee’s Pari Passu Lien will no longer secure the Notes outstanding under the Indenture or any other Obligations under the Indenture, and the right of the holders of the Notes and such Obligations to the benefits and proceeds of the Collateral Trustee’s Pari Passu Lien on the Collateral will terminate and be discharged:

(1) upon satisfaction and discharge of the Indenture as set forth under Section 7.01 of the Indenture;

(2) upon payment in full and discharge of all Notes outstanding under the Indenture and all Obligations that are outstanding, due and payable under the Indenture at the time the Notes are paid in full and discharged and termination; or

(3) in whole or in part, with the consent of the holders of the requisite percentage of Notes in accordance with Section 8.02 of the Indenture.

(c) Release of Liens in Respect of any Series of Pari Passu Lien Debt other than the Term Loans and the Notes. In addition to any release pursuant to Section 4.1 hereof, as to any Series of Pari Passu Lien Debt other than the Term Loans and the Notes, the Collateral Trustee’s Pari Passu Lien will no longer secure such Series of Pari Passu Lien Debt if such Pari Passu Lien Debt has been paid in full in cash, all commitments to extent credit in respect of such Series of Pari Passu Lien Debt have been terminated, and all other Pari Passu Lien Obligations related thereto that are outstanding and unpaid at the time such Series of Pari Passu Lien Debt is paid are also paid in full in cash (other than any obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities in respect of which no claim or demand for payment has been made at such time).

SECTION 5.1 No Implied Duty. The Collateral Trustee will not have any fiduciary duties to any party. Use of the term “Collateral Trustee” or “collateral trustee” and the description of this Agreement as a “Collateral Trust Agreement” are for convenience purposes only and does not give rise to any fiduciary duties on the part of the Collateral Trustee .. The Collateral Trustee will not have responsibilities or obligations other than those expressly assumed by it in this Agreement and the other Pari Passu Lien Security Documents and no implied covenants or obligations under statute, common law or otherwise, shall be read into this Agreement against the Collateral Trustee. The Collateral Trustee will not be required to take any action that is contrary to applicable law or any provision of this Agreement or the other Pari Passu Lien Security Documents.

SECTION 5.2 Appointment of Agents and Advisors. The Collateral Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, accountants, appraisers or other experts or advisors selected by it in good faith as it may reasonably require and will not be responsible for any misconduct or negligence on the part of any of them.

SECTION 5.3 Other Agreements. The Collateral Trustee has accepted its appointment as Collateral Trustee hereunder and is bound by the Pari Passu Lien Security Documents executed by the Collateral Trustee as of the date of this Agreement and, as directed by an Act of Required Pari Passu Lien Secured Parties, the Collateral Trustee shall execute additional Pari Passu Lien Security Documents delivered to it after the date of this Agreement; provided, however, that such additional Pari Passu Lien Security Documents do not adversely affect the rights, privileges, benefits and immunities of the Collateral Trustee . The Collateral Trustee will not otherwise be bound by, or be held obligated by, the provisions of any indenture, credit agreement or other agreement governing Pari Passu Lien Debt (other than this Agreement and the other Pari Passu Lien Documents to which it is a party).

(a) The Collateral Trustee may at any time solicit written confirmatory instructions, in the form of an Act of Required Pari Passu Lien Secured Parties, an Officers’ Certificate, written instructions from Pari Passu Lien Representatives or an order of a court of competent jurisdiction, as to any action that it may be requested or required to take, or that it may propose to take, in the performance of any of its obligations under this Agreement or the other Pari Passu Lien Security Documents.

(b) No written direction given to the Collateral Trustee by an Act of Required Pari Passu Lien Secured Parties that in the sole judgment of the Collateral Trustee imposes, purports to impose or might reasonably be expected to impose upon the Collateral Trustee any obligation or liability not set forth in or arising under this Agreement and the other Pari Passu Lien Security Documents will be binding upon the Collateral Trustee unless the Collateral Trustee elects, at its sole option, to accept such direction.

SECTION 5.5 Limitation of Liability. The Collateral Trustee will not be responsible or liable for any action taken or omitted to be taken by it hereunder or under any other Pari Passu Lien Security Document, except for its own gross negligence, or willful misconduct as determined by a final order or judgment of a court of competent jurisdiction.

SECTION 5.6 Documents in Satisfactory Form. The Collateral Trustee will be entitled to require that all agreements, certificates, opinions, instruments and other documents at any time submitted to it, including those expressly provided for in this Agreement, be delivered to it in a form satisfactory to it.

SECTION 5.7 Entitled to Rely. The Collateral Trustee may seek and rely upon, and shall be fully protected in relying upon, any judicial order or judgment, upon any advice, opinion or statement of legal counsel, independent consultants and other experts selected by it in good faith and upon any certification, instruction, notice or other writing delivered to it by the Borrower or any Guarantor in compliance with the provisions of this Agreement or delivered to it by any Pari Passu Lien Representative as to the Pari Passu Lien Secured Parties for whom it acts, without being required to determine the authenticity thereof or the correctness of any fact stated therein or the propriety or validity of service thereof. The Collateral Trustee may act in reliance upon any instrument comporting with the provisions of this Agreement or any signature reasonably believed by it in good faith to be genuine and may assume that any Person purporting to give notice or receipt or advice or make any statement or execute any document in connection with the provisions hereof or the other Pari Passu Lien Security Documents has been duly authorized to do so. To the extent an Officers’ Certificate or opinion of counsel is required or permitted under this Agreement to be delivered to the Collateral Trustee in respect of any matter, the Collateral Trustee may rely conclusively on such Officers’ Certificate or opinion of counsel as to such matter and such Officers’ Certificate or opinion of counsel shall be full warranty and protection to the Collateral Trustee for any action taken, suffered or omitted by it under the provisions of this Agreement or the other Pari Passu Lien Security Documents.

SECTION 5.8 Pari Passu Lien Debt Default. The Collateral Trustee will not be required to inquire as to the occurrence or absence of any Pari Passu Lien Debt Default and will not be affected by or required to act upon any notice or knowledge as to the occurrence of any Pari Passu Lien Debt Default unless and until it is directed by an Act of Required Pari Passu Lien Secured Parties.

SECTION 5.9 Actions by Collateral Trustee. As to any matter not expressly provided for by this Agreement or the other Pari Passu Lien Security Documents, the Collateral Trustee will act or refrain from acting as directed by an Act of Required Pari Passu Lien Secured Parties and will be fully protected if it does so, and any action taken, suffered or omitted pursuant to hereto or thereto shall be binding on the Pari Passu Lien Secured Parties. The Collateral Trustee shall not be liable for any action it takes or omits to take in good faith in accordance with any Act of Required Pari Passu Lien Secured Parties.

SECTION 5.10 Security or Indemnity in favor of the Collateral Trustee. The Collateral Trustee will not be required to advance or expend any funds or otherwise incur any financial liability in the performance of its duties or the exercise of its powers or rights hereunder unless it has been provided with security or indemnity satisfactory to it against any and all loss, liability or expense which may be incurred by it by reason of taking or continuing to take such action.

SECTION 5.11 Rights of the Collateral Trustee. In the event of any conflict between any terms and provisions set forth in this Agreement and those set forth in any other Pari Passu Lien Security Document, the terms and provisions of this Agreement shall supersede and control the terms and provisions of such other Pari Passu Lien Security Document. In the event there is any bona fide, good faith disagreement between the other parties to this Agreement or any of the other Pari Passu Lien Security Documents resulting in adverse claims being made in connection with Collateral held by the Collateral Trustee and the terms of this Agreement or any of the other Pari Passu Lien Security Documents do not unambiguously mandate the action the Collateral Trustee is to take or not to take in connection therewith under the circumstances then existing, or the Collateral Trustee is in doubt as to what action it is required to take or not to take hereunder or under the other Pari Passu Lien Security Documents, it will be entitled to refrain from taking any action (and will incur no liability for doing so) until directed otherwise in writing by a request signed jointly by the parties hereto entitled to give such direction or by order of a court of competent jurisdiction.

SECTION 5.12 Limitations on Duty of Collateral Trustee in Respect of Collateral.

(a) Beyond the exercise of reasonable care in the custody of Collateral in its possession, the Collateral Trustee will have no duty as to any Collateral, any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto and the Collateral Trustee will not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any Liens on the Collateral; provided, however, that, notwithstanding the foregoing, the Collateral Trustee will execute, file or record UCC-3 continuation statements and other documents and instruments to preserve, protect or perfect the security interests granted to the Collateral Trustee if it shall receive a specific written request to execute, file or record the particular continuation statement or other specific document or instrument by any Pari Passu Lien Representative. The Collateral Trustee shall deliver to each other Pari Passu Lien Representative a copy of any such written request accompanied by such continuation statement or other specific document or instrument in proper recordable form. The Collateral Trustee will be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property, and the Collateral Trustee will not be liable or responsible for any loss or diminution in the value of any of the Collateral by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Collateral Trustee in good faith.

(b) Except as provided in Section 5.12(a), the Collateral Trustee will not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence or willful misconduct on the

part of the Collateral Trustee, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of the Borrower or any Guarantor to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Collateral Trustee hereby disclaims any representation or warranty to the current and future holders of the Pari Passu Lien Obligations concerning the perfection of the security interests granted to it or in the value of any Collateral.

(1) each of the parties thereto will remain liable under each of the Pari Passu Lien Security Documents (other than this Agreement) to the extent set forth therein to perform all of their respective duties and obligations thereunder to the same extent as if this Agreement had not been executed;

(2) the exercise by the Collateral Trustee of any of its rights, remedies or powers hereunder will not release such parties from any of their respective duties or obligations under the other Pari Passu Lien Security Documents; and

(3) the Collateral Trustee will not be obligated to perform any of the obligations or duties of any of the parties to the Pari Passu Lien Security Documents other than the Collateral Trustee.

SECTION 5.13 No Liability for Clean Up of Hazardous Materials. In the event that the Collateral Trustee is required to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any obligation for the benefit of another, which in the Collateral Trustee’s sole discretion may cause the Collateral Trustee to be considered an “owner or operator” under any environmental laws or otherwise cause the Collateral Trustee to incur, or be exposed to, any environmental liability or any liability under any other federal, state or local law, the Collateral Trustee reserves the right, instead of taking such action, either to resign as Collateral Trustee or to arrange for the transfer of the title or control of the asset to a court appointed receiver. The Collateral Trustee will not be liable to any Person for any environmental liability or any environmental claims or contribution actions under any federal, state or local law, rule or regulation by reason of the Collateral Trustee’s actions and conduct as authorized, empowered and directed hereunder or relating to any kind of discharge or release or threatened discharge or release of any hazardous materials into the environment.

The Collateral Trustee shall not be liable for interest or investment income on any money or securities received by it, except as the Collateral Trustee may agree in writing with the Borrower.

(a) The Collateral Trustee shall not be required to keep itself informed as to the performance or observance by the Borrower or Guarantors of any of its obligations under this Agreement, any Pari Passu Lien Document or any other document referred to or provided for herein or therein. Except for notices, reports and other documents and information expressly required to be furnished to any Pari Passu Lien Secured Party by the Collateral Trustee hereunder, the Collateral Trustee shall have no duty or responsibility to provide any Pari Passu Lien Secured Party with any credit or other information concerning the affairs, financial condition or business of the Borrower or any Guarantor that may come into the possession of the Collateral Trustee or any of its Affiliates.

(b) Each Pari Passu Lien Representative, on behalf of itself and each Pari Passu Lien Secured Party it represents, acknowledges that such Pari Passu Lien Secured Parties have, independently and without reliance on any other Pari Passu Lien Representative or the Collateral Trustee, and based on documents and information deemed by them appropriate, made their own credit analysis and decision to enter into the Pari Passu Lien Documents to which they are party or by which they are bound, this Agreement and the transactions contemplated hereby and thereby, and they will continue to make their own credit decisions in taking or not taking any action under the Pari Passu Lien Documents or this Agreement (it being understood that neither the Trustee nor Collateral Trustee has made and neither has a duty to make any credit analysis).

SECTION 6.1 Resignation or Removal of Collateral Trustee. Subject to the appointment of a successor Collateral Trustee as provided in Section 6.2 and the acceptance of such appointment by the successor Collateral Trustee:

(a) the Collateral Trustee may resign at any time by giving not less than 30 days’ notice of resignation to each Pari Passu Lien Representative and the Borrower; and

(b) the Collateral Trustee may be removed at any time, with or without cause, by an Act of Required Pari Passu Lien Secured Parties.

SECTION 6.2 Appointment of Successor Collateral Trustee. Upon any such resignation or removal, a successor Collateral Trustee may be appointed by an Act of Required Pari Passu Lien Secured Parties. If no successor Collateral Trustee has been so appointed and accepted such appointment within 30 days after the predecessor Collateral Trustee gave notice of resignation or was removed, the retiring Collateral Trustee may (at the expense of the Borrower), at its option, appoint a successor Collateral Trustee , or petition a court of competent jurisdiction for appointment of a successor Collateral Trustee , which must be a bank or trust company:

The Collateral Trustee will fulfill its obligations hereunder until a successor Collateral Trustee meeting the requirements of this Section 6.2 has accepted its appointment as Collateral Trustee and the provisions of Section 6.3 have been satisfied.

SECTION 6.3 Succession. When the Person so appointed as successor Collateral Trustee accepts such appointment:

(a) such Person will succeed to and become vested with all the rights, powers, privileges and duties of the predecessor Collateral Trustee , and the predecessor Collateral Trustee will be discharged from its duties and obligations hereunder; and

(b) the predecessor Collateral Trustee will (at the expense of the Borrower) promptly transfer all Liens and collateral security and other property of the Trust Estate within its possession or control to the possession or control of the successor Collateral Trustee and at the Borrower’s expense will execute instruments and assignments as may be necessary or desirable or reasonably requested by the successor Collateral Trustee to transfer to the successor Collateral Trustee all Liens, interests, rights, powers and remedies of the predecessor Collateral Trustee in respect of the Pari Passu Lien Security Documents or the Trust Estate.

Thereafter the predecessor Collateral Trustee will remain entitled to enforce the immunities granted to it in Article 5 and the provisions of Sections 7.9 and 7.10.

SECTION 6.4 Merger, Conversion or Consolidation of Collateral Trustee. Any Person into which the Collateral Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Collateral Trustee shall be a party, or any Person succeeding to the business of the Collateral Trustee shall be the successor of the Collateral Trustee pursuant to Section 6.3, provided that (i) without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto, except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding, such Person satisfies the eligibility requirements specified in clauses (a) through (c) of Section 6.2 and (ii) the Collateral Trustee provides prompt written notice to the Borrower and each Pari Passu Lien Representative of the occurrence of any such merger, conversion or consolidation.

(a) No amendment or supplement to the provisions of any Pari Passu Lien Security Document will be effective without the approval of the Collateral Trustee acting as directed by an Act of Required Pari Passu Lien Secured Parties, except that:

(A) adding or maintaining Collateral, securing additional Pari Passu Lien Obligations that are otherwise permitted by the terms of any Pari Passu Lien Document to be secured by the Collateral or preserving, perfecting or establishing the Liens thereon or the rights of the Collateral Trustee therein; or

(B) providing for the assumption of the Borrower’s or any Guarantor’s obligations under any Pari Passu Lien Document in the case of a merger or consolidation or sale of all or substantially all of the assets of the Borrower or such Guarantor to the extent permitted by the terms of the Credit Agreement, the Indenture or any other Pari Passu Lien Documents, as applicable;

will become effective when executed and delivered by the Borrower or any other applicable Guarantor party thereto and the Collateral Trustee ;

(2) no amendment or supplement that reduces, impairs or adversely affects the right of any Pari Passu Lien Secured Party:

(A) to vote its outstanding Pari Passu Lien Debt as to any matter described as subject to an Act of Required Pari Passu Lien Secured Parties (or amends the provisions of this Section 7.1(a)(2) or the definition of “Act of Required Pari Passu Lien Secured Parties”);

(B) to share in the order of application described in Section 3.4 in the proceeds of enforcement of or realization on any Collateral that has not been released in accordance with the provisions described in Section 4.1 or 4.4;

(C) to require that Liens securing Pari Passu Lien Obligations be released only as set forth in the provisions described in Section 4.1 or 4.4; or

will become effective without the consent of the requisite percentage or number of holders of each Series of Pari Passu Lien Debt so affected under the applicable Pari Passu Lien Documents; and

(3) no amendment or supplement that imposes any obligation upon the Collateral Trustee or any Pari Passu Lien Representative or adversely affects the rights of the Collateral Trustee or any Pari Passu Lien Representative, respectively, in its capacity as such will become effective without the consent of the Collateral Trustee or such Pari Passu Lien Representative, respectively.

(b) The Collateral Trustee will not enter into any amendment or supplement unless it has received an Officers’ Certificate to the effect that such amendment or supplement will not result in a breach of any provision or covenant contained in any of the Pari Passu Lien Documents, the Intercreditor Agreement and this Agreement. Prior to executing any amendment or supplement pursuant to this Section 7.1, the Collateral Trustee will be entitled

to receive an opinion of counsel of the Borrower to the effect that the execution of such document is authorized or permitted hereunder, and with respect to amendments adding Collateral, an opinion of counsel of the Borrower addressing customary Lien creation and perfection matters, and if such additional Collateral consists of equity interests of any Person which equity interests constitute certificated securities, Lien priority matters with respect to such additional Collateral (which opinion may be subject to customary assumptions and qualifications).

SECTION 7.2 Voting. In connection with any matter under this Agreement requiring a vote of holders of Pari Passu Lien Debt, including under clause (ii) of the definition of “Act of Required Pari Passu Lien Secured Parties”, each Series of Pari Passu Lien Debt will cast its votes in accordance with the Pari Passu Lien Documents governing such Series of Pari Passu Lien Debt. By way of example, if a matter under this Agreement requires a consent of a majority of the aggregate principal amount thereof to vote in accordance with the Pari Passu Lien Documents governing such Series of Pari Passu Lien Debt, then such majority consent must be obtained for such Series of Pari Passu Lien Debt to vote affirmatively under this Agreement; but if a matter under this Agreement requires 100% of the aggregate principal amount thereof to vote in accordance with the Pari Passu Lien Documents governing such Series of Pari Passu Lien Debt, then a unanimous consent must be obtained for such Series of Pari Passu Lien Debt to vote affirmatively under this Agreement. For purposes of clause (i) of the definition of “Act of Required Pari Passu Lien Secured Parties”, the amount of Pari Passu Lien Debt to be voted by a Series of Pari Passu Lien Debt will equal the aggregate principal amount of Pari Passu Lien Debt voted affirmatively under such Series of Pari Passu Lien Debt.

Upon request of the Collateral Trustee, (a) each Pari Passu Lien Representative shall provide written notice to the Collateral Trustee of the aggregate principal amount of outstanding Pari Passu Lien Debt for which it is the Pari Passu Lien Representative and (b)(i) each Pari Passu Lien Representative shall provide written notice to the Collateral Trustee of the aggregate principal amount of each holder of Pari Passu Lien Debt for which it is the Pari Passu Lien Representative solely to the extent that such information is available to such Pari Passu Lien Representative or (ii) each holder of Pari Passu Lien Debt, which has voted in connection with any matter under this Agreement, shall provide written notice to the Collateral Trustee of the aggregate principal amount of Pari Passu Lien Debt held by such holder.

(a) The Borrower and each of the Guarantors will do or cause to be done all acts and things that may be required, or that the Collateral Trustee from time to time may reasonably request, to assure and confirm that the Collateral Trustee holds, for the benefit of the Pari Passu Lien Secured Parties, duly created and enforceable and perfected Liens upon the Collateral, (including any property or assets that are acquired or otherwise become, or are required by any Pari Passu Lien Document to become, Collateral after the date hereof), in each case as contemplated by, and with the Lien priority required under, the Pari Passu Lien Documents.

(b) Upon the reasonable request of the Collateral Trustee or any Pari Passu Lien Representative at any time and from time to time, the Borrower and each of the Guarantors will promptly execute, acknowledge and deliver such security documents, instruments, certificates, notices and other documents, and take such other actions as may be reasonably required, or that the Collateral Trustee may reasonably request, to create, perfect, protect, assure or enforce the Liens and benefits intended to be conferred, in each case as contemplated by the Pari Passu Lien Documents for the benefit of the Pari Passu Lien Secured Parties.

(c) The Borrower and the Guarantors will maintain insurance as may be required by the Pari Passu Lien Security Documents, naming the Collateral Trustee as an additional insured and loss payee.

(d) Upon the request of the Collateral Trustee , the Borrower and the Guarantors will furnish to the Collateral Trustee full information as to their property and liability insurance carriers.

(e) The Borrower and the Guarantors will use commercially reasonable efforts to cause all insurance policies required by Section 7.3(c) above to provide for not less than ten (10) days’ prior notice to the Collateral Trustee of termination, lapse or cancellation of such insurance.

(f) Upon the request of the Collateral Trustee , the Borrower and the Guarantors will permit the Collateral Trustee, any Pari Passu Lien Representative or any of its agents or representatives, at reasonable times and intervals upon reasonable prior notice, to visit their offices and sites and inspect any of the Collateral and to discuss matters relating to the Collateral with their respective officers and independent public accountants. The Borrower and the Guarantors shall, at any reasonable time and from time to time upon reasonable prior notice, permit the Collateral Trustee or any of its agents or representatives to examine and make copies of and abstracts from the records and books of account of the Borrower and the Guarantors and their Subsidiaries, all at the Borrower’s expense.

(a) Except as provided in Section 5.2, the Collateral Trustee may not, in its capacity as such, delegate any of its duties or assign any of its rights hereunder, and any attempted delegation or assignment of any such duties or rights will be null and void. All obligations of the Collateral Trustee hereunder will inure to the sole and exclusive benefit of, and be enforceable by, each Pari Passu Lien Representative and each present and future holder of Pari Passu Lien Obligations, each of whom will be entitled to enforce this Agreement as a third-party beneficiary hereof, and all of their respective successors and assigns.

(b) Neither the Borrower nor any Guarantor may delegate any of its duties or assign any of its rights hereunder, and any attempted delegation or assignment of any such duties or rights will be null and void. All obligations of the Borrower and the Guarantors hereunder will inure to the sole and exclusive benefit of, and be enforceable by, the Collateral Trustee , each Pari Passu Lien Representative and each present and future holder of Pari Passu Lien Obligations, each of whom will be entitled to enforce this Agreement as a third-party beneficiary hereof, and all of their respective successors and assigns.

SECTION 7.5 Delay and Waiver. No failure to exercise, no course of dealing with respect to the exercise of, and no delay in exercising, any right, power or remedy arising under this Agreement or any of the other Pari Passu Lien Security Documents will impair any such right, power or remedy or operate as a waiver thereof. No single or partial exercise of any such right, power or remedy will preclude any other or future exercise thereof or the exercise of any other right, power or remedy. The remedies herein are cumulative and are not exclusive of any remedies provided by law.

SECTION 7.6 Notices. Any communications, including notices and instructions, between the parties hereto or notices provided herein to be given may be given to the following addresses:

and if to any other Pari Passu Lien Representative, to such address as it may specify by written notice to the parties named above.

All notices and communications will be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery, to the relevant address set forth above or, as to holders of Pari Passu Lien Debt, its address shown on the register kept by the office or agency where the relevant Pari Passu Lien Debt may be presented for registration of transfer or for exchange. To the extent applicable, any notice or communication will also be so mailed to any Person described in § 313(c) of the Trust Indenture Act of 1939, as amended, to the extent required thereunder. Failure to mail a notice or communication to a holder of Pari Passu Lien Debt or any defect in it will not affect its sufficiency with respect to other holders of Pari Passu Lien Debt.

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it, except that notices given to the Collateral Trustee or Trustee are given only upon receipt thereof.

SECTION 7.7 Notice Following Discharge of Pari Passu Lien Obligations. Promptly following the Discharge of Pari Passu Lien Obligations with respect to one or more Series of Pari Passu Lien Debt, each Pari Passu Lien Representative with respect to each applicable Series of Pari Passu Lien Debt that is so discharged will provide written notice of such discharge to the Collateral Trustee and to each other Pari Passu Lien Representative.

SECTION 7.8 Entire Agreement. This Agreement, together with the Pari Passu Lien Security Documents, states the complete agreement of the parties relating to the undertaking of the Collateral Trustee set forth herein and supersedes all oral negotiations and prior writings in respect of such undertaking.

SECTION 7.9 Compensation; Expenses. The Borrower and the Guarantors jointly and severally agree to pay, promptly upon demand:

(a) such compensation to the Collateral Trustee and its agents as the Borrower and the Collateral Trustee may agree in writing from time to time;

(b) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in the preparation, execution, delivery, filing, recordation, administration or enforcement of this Agreement or any other Pari Passu Lien Security Document or any consent, amendment, waiver or other modification relating hereto or thereto;

(c) all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral Trustee or any Pari Passu Lien Representative incurred in connection with the negotiation, preparation, closing, administration, performance or enforcement of this Agreement and the other Pari Passu Lien Security Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Borrower or any Guarantor;

(d) all reasonable costs and expenses incurred by the Collateral Trustee and its agents in creating, perfecting, preserving, releasing or enforcing the Collateral Trustee’s Liens on the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums;

(e) all other reasonable costs and expenses incurred by the Collateral Trustee and its agents in connection with the negotiation, preparation and execution of the Pari Passu Lien Security Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby or the exercise of rights or performance of obligations by the Collateral Trustee thereunder; and

(f) all costs and expenses incurred by the Collateral Trustee , its agents and any Pari Passu Lien Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Pari Passu Lien Security Documents or any interest, right, power or remedy of the Collateral Trustee or in connection with the collection or enforcement of any of the Pari Passu Lien Obligations or the proof, protection, administration or resolution of any claim based upon the Pari Passu Lien Obligations in any Debtor Relief Laws, including all fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Trustee , its agents or the Pari Passu Lien Representatives.

The agreements in this Section 7.9 will survive repayment of all other Pari Passu Lien Obligations and the removal or resignation of the Collateral Trustee.

(a) The Borrower and the Guarantors jointly and severally agree to defend, indemnify, pay and hold harmless the Collateral Trustee , each Pari Passu Lien Representative, each Pari Passu Lien Secured Party and each of their respective Affiliates and each and all of the directors, officers, partners, trustees, employees, attorneys and agents, and (in each case) their respective heirs, representatives, successors and assigns (each of the foregoing, an “Indemnitee”) from and against any and all Indemnified Liabilities; provided, no Indemnitee will be entitled to indemnification hereunder with respect to any Indemnified Liability to the extent such Indemnified Liability is found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee.

(c) To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in Section 7.10(a) may be unenforceable in whole or in part because they violate any law or public policy, the Borrower and each of the Guarantors will contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them.

(d) Neither the Borrower nor any Guarantor will ever assert any claim against any Indemnitee, on any theory of liability, for any lost profits or special, indirect or consequential damages or (to the fullest extent a claim for punitive damages may lawfully be waived) any punitive damages arising out of, in connection with, or as a result of, this Agreement or any other Pari Passu Lien Document or any agreement or instrument or transaction contemplated hereby or relating in any respect to any Indemnified Liability, and the Borrower and each of the Guarantors hereby forever waives, releases and agrees not to sue upon any claim for any such lost profits or special, indirect, consequential or (to the fullest extent lawful) punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor.

(e) Without limiting the agreements set forth in 7.10(d) above, in no event shall the Collateral Trustee be responsible or liable to any person for lost profits or special, indirect or consequential damages or (to the fullest extent a claim for punitive damages may lawfully be waived) any punitive damages arising out of, in connection with, or as a result of, this Agreement or any other Pari Passu Lien Document or any agreement or instrument or transaction contemplated hereby.

(f) The agreements in this Section 7.10 will survive repayment of all other Pari Passu Lien Obligations, the termination of this Agreement and any removal or resignation of the Collateral Trustee.

SECTION 7.11 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition

or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 7.12 Section Headings. The section headings and Table of Contents used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

SECTION 7.13 Obligations Secured. All obligations of the Borrower and the Guarantors set forth in or arising under this Agreement will be Pari Passu Lien Obligations and are secured by all Liens granted by the Pari Passu Lien Security Documents.

SECTION 7.14 Governing Law. THIS AGREEMENT AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW RULES THAT WOULD RESULT IN THE APPLICATION OF A DIFFERENT GOVERNING LAW (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OR PRIORITY OF THE SECURITY INTERESTS).

SECTION 7.15 Consent to Jurisdiction. All judicial proceedings brought against any party hereto arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State, County and City of New York. By executing and delivering this Agreement, each Grantor, for itself and in connection with its properties, irrevocably:

(a) accepts generally and unconditionally the nonexclusive jurisdiction and venue of such courts;

(c) 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 party at its address provided in accordance with Section 7.6;

(d) agrees that service as provided in clause (c) above is sufficient to confer personal jurisdiction over such party in any such proceeding in any such court and otherwise constitutes effective and binding service in every respect; and

(e) agrees that each party hereto retains the right to serve process in any other manner permitted by law or to bring proceedings against any party in the courts of any other jurisdiction.

SECTION 7.16 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER PARI PASSU LIEN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT, BREACH OF DUTY, COMMON LAW, STATUTE OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER PARI PASSU LIEN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. EACH PARTY HERETO FURTHER REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

SECTION 7.17 Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by facsimile or other electronic imaging means), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile or other electronic transmission (e.g. “pdf” or “tif” format) shall be effective as delivery of a manually executed counterpart hereof.

SECTION 7.18 Guarantors and Additional Guarantors. The Borrower represents and warrants that each Person who is a Guarantor on the date hereof has duly executed this Agreement. The Borrower will cause each Person that hereafter becomes a Guarantor or is required by any Pari Passu Lien Document to become a party to this Agreement to become a guarantor thereunder or party to this Agreement, for all purposes of this Agreement, by causing such Person to execute and deliver to the Collateral Trustee a Collateral Trust Joinder, whereupon such Person will be bound by the terms hereof to the same extent as if it had executed and delivered this Agreement as of the date hereof. The Borrower shall promptly provide each Pari Passu Lien Representative with a copy of each Collateral Trust Joinder executed and delivered pursuant to this Section 7.18; provided, however, that the failure to so deliver a copy of the Collateral Trust Joinder to any then existing Pari Passu Lien Representative shall not affect the inclusion of such Person as a Guarantor if the other requirements of this Section 7.18 are complied with.

SECTION 7.19 Continuing Nature of this Agreement. This Agreement will be reinstated if at any time (i) any payment or distribution in respect of any of the Pari Passu Lien Obligations is rescinded or must otherwise be returned in an action or proceeding under Debtor Relief Laws or otherwise by any Pari Passu Lien Secured Party or Pari Passu Lien Representative or any representative of any such party (whether by demand, settlement, litigation or otherwise) or (ii) all or any part of a payment or distribution made with respect to the Pari Passu Lien Obligations is recovered from any Pari Passu Lien Secured Party or any Pari Passu Lien Representative in an action or proceeding under Debtor Relief Laws or otherwise.

(a) This Agreement will be applicable both before and after the commencement of any action or proceeding under Debtor Relief Laws by or against the Borrower or any Guarantor. The relative rights, as provided for in this Agreement, will continue after the commencement of any action or proceeding under such Debtor Relief Laws on the same basis as prior to the date of the commencement of any such case, as provided in this Agreement.

(b) Each party hereto, including the Borrower and the Guarantors, all hereby acknowledge and agree that in any action or proceeding under Debtor Relief Laws, all of the Pari Passu Lien Secured Parties will be classified in the same class in any plan of reorganization or liquidation, and will receive the same treatment on account of their claims in any such plan of reorganization or liquidation, and that to the extent that any Person in any such action or proceeding under Debtor Relief Laws objects to such classification, the Borrower, Guarantors and all of the Pari Passu Lien Secured Parties shall take all commercially reasonable actions to defend against such objections. In order to further effectuate this provision, the Borrower and each of the Guarantors hereby agrees that it will seek to assume this Agreement on the first day of any action or proceeding under Debtor Relief Laws, and will use all commercially reasonable efforts to effectuate such assumption. If, for any reason, the intent of this provision is frustrated in any action or proceeding under Debtor Relief Laws and cannot be implemented, each of the Pari Passu Lien Secured Parties agrees to turnover any distributions to the Collateral Trustee which it receives in any plan of reorganization of liquidation so that the Pari Passu Lien Secured Parties would receive the same treatment in any such plan of reorganization or liquidation as if all of the Pari Passu Lien Secured Parties had been classified in the same class.

SECTION 7.21 Rights and Immunities of Pari Passu Lien Representatives. The Trustee will be entitled to all of the rights, protections, immunities and indemnities set forth in the Indenture and any future Pari Passu Lien Representative will be entitled to all of the rights, protections, immunities and indemnities set forth in the indenture, credit agreement or other agreement governing the applicable Pari Passu Lien Debt with respect to which such

Person will act as representative, in each case as if specifically set forth herein. In no event will any Pari Passu Lien Representative be liable for any act or omission on the part of the Borrower or the Guarantors or the Collateral Trustee hereunder.

In no event shall the Collateral Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, disasters, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Collateral Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers or representatives as of the day and year first above written.


SUNEDISON, INC., as Borrower

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Executive Vice President, CAO & CFO

SUNEDISON HOLDINGS CORPORATION, as a Guarantor

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer

SUNEDISON INTERNATIONAL, INC., as a Guarantor

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer

MEMC PASADENA, INC., as a Guarantor

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer

ENFLEX CORPORATION, as a Guarantor

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer

NVT, LLC, as a Guarantor

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer


SOLAICX,
as a Guarantor

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer

SUN EDISON LLC, as a Guarantor

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer

SUNEDISON CANADA, LLC, as a Guarantor

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer

SUNEDISON INTERNATIONAL, LLC, as a Guarantor

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer

FOTOWATIO RENEWABLE VENTURES, INC., as a Guarantor

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer

SUNEDISON CONTRACTING, LLC, as a Guarantor

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer


NVT LICENSES, LLC,
as a Guarantor

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer

TEAM-SOLAR, INC., as a Guarantor

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer

SUNEDISON UTILITY HOLDINGS, INC., as a Guarantor

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer

SUNE ML 1, LLC, as a Guarantor

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer


DEUTSCHE BANK AG NEW YORK BRANCH,
as Administrative Agent under the Credit Agreement

By:		/s/ Michael Shannon
Name:		Michael Shannon
Title:		Vice President

By:		/s/ Peter Cucchiara
Name:		Peter Cucchiara
Title:		Vice President

WILMINGTON TRUST, NATIONAL ASSOCIATION, solely in its capacity as Trustee under the Indenture

By:		/s/ W. Thomas Morris II
Name:		W. Thomas Morris II
Title:		Vice President

WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Trustee

By:		/s/ W. Thomas Morris II
Name:		W. Thomas Morris II
Title:		Vice President

Reference is made to the Collateral Trust Agreement dated as of [●], 2016 (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “Collateral Trust Agreement”) among SunEdison, Inc. (the “Borrower”), the Guarantors from time to time party thereto, Deutsche Bank AG New York Branch as Administrative Agent under the Credit Agreement, Wilmington Trust, National Association as Trustee under the Indenture, any additional Pari Passu Lien Representatives party thereto and Wilmington Trust, National Association, as Collateral Trustee. Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Collateral Trust Agreement. This Additional Pari Passu Lien Debt Designation is being executed and delivered in order to designate additional secured debt as Pari Passu Lien Debt entitled to the benefit of the Collateral Trust Agreement.

The undersigned, the duly appointed [specify title] of SunEdison, Inc. hereby certifies on behalf of SunEdison, Inc. that:

(A) [insert name of the Borrower or Guarantor] intends to incur additional Pari Passu Lien Debt (“Additional Pari Passu Lien Debt”) which will be Pari Passu Lien Debt permitted by each applicable Pari Passu Lien Document to be secured by a Pari Passu Lien equally and ratably with all previously existing and future Pari Passu Lien Debt;

(B) the name and address of the Pari Passu Lien Representative for the Additional Pari Passu Lien Debt for purposes of Section 7.6 of the Collateral Trust Agreement is:

(C) Each of the Borrower and each Guarantor has duly authorized, executed (if applicable) and recorded (or caused to be recorded) in each appropriate governmental office all relevant filings and recordations to ensure that the Additional Pari Passu Lien Debt is secured by the Collateral in accordance with the Pari Passu Lien Security Documents;

(D) Attached as Exhibit 1 hereto is a Reaffirmation Agreement duly executed by the Borrower and each Guarantor, and

(E) the Borrower has caused a copy of this Additional Pari Passu Debt Designation and the related Collateral Trust Joinder to be delivered to each existing Pari Passu Lien Representative.

IN WITNESS WHEREOF, the Borrower has caused this Additional Pari Passu Lien Debt Designation to be duly executed by the undersigned officer as of , 20 .

The undersigned, the duly appointed Collateral Trustee under the Collateral Trust Agreement, hereby acknowledges receipt of an executed copy of this Additional Pari Passu Lie Debt Designation.

Reference is made to the Collateral Trust Agreement dated as of [●], 2016 (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “Collateral Trust Agreement”) among SunEdison, Inc. (the “Borrower”), the Guarantors from time to time party thereto, Deutsche Bank AG New York Branch as Administrative Agent under the Credit Agreement, Wilmington Trust, National Association as Trustee under the Indenture, any additional Pari Passu Lien Representatives party thereto and Wilmington Trust, National Association, as Collateral Trustee. Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Collateral Trust Agreement. This Reaffirmation Agreement is being executed and delivered as of , 20 in connection with an Additional Pari Passu Lien Debt Designation of even date herewith which Additional Pari Passu Lien Debt Designation has designated additional secured debt as Pari Passu Lien Debt entitled to the benefit of the Collateral Trust Agreement.

Each of the undersigned hereby consents to the designation of additional secured debt as Pari Passu Lien Debt as set forth in the Additional Pari Passu Lien Debt Designation of even date herewith and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Pari Passu Lien Documents to which it is party, and agrees that, notwithstanding the designation of such additional indebtedness or any of the transactions contemplated thereby, such guarantees, pledges, grants of security interests and other obligations, and the terms of each Pari Passu Lien Document to which it is a party, are not impaired or adversely affected in any manner whatsoever and shall continue to be in full force and effect and such additional secured debt shall be entitled to all of the benefits of such Pari Passu Lien Documents.

Governing Law and Miscellaneous Provisions. The provisions of Article 7 of the Collateral Trust Agreement will apply with like effect to this Reaffirmation Agreement.

IN WITNESS WHEREOF, each of the undersigned has caused this Reaffirmation Agreement to be duly executed as of the date written above.

Reference is made to the Collateral Trust Agreement dated as of [●], 2016 (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “Collateral Trust Agreement”) among SunEdison, Inc. (the “Borrower”), the Guarantors from time to time party thereto, Deutsche Bank AG New York Branch as Administrative Agent under the Credit Agreement, Wilmington Trust, National Association as Trustee under the Indenture, any additional Pari Passu Lien Representatives party thereto and Wilmington Trust, National Association, as Collateral Trustee. Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Collateral Trust Agreement. This Collateral Trust Joinder is being executed and delivered pursuant to Section 3.8 of the Collateral Trust Agreement as a condition precedent to the debt for which the undersigned is acting as agent being entitled to the benefits of being additional secured debt under the Collateral Trust Agreement.

1. Joinder. The undersigned, , a , (the “New Representative”) as [trustee, administrative agent] under that certain [described applicable indenture, credit agreement or other document governing the additional pari passu lien debt] hereby agrees to become party as a Pari Passu Lien Representative under the Collateral Trust Agreement for all purposes thereof on the terms set forth therein, and to be bound by the terms of the Collateral Trust Agreement as fully as if the undersigned had executed and delivered the Collateral Trust Agreement as of the date thereof.

2. Lien Sharing and Priority Confirmation. The undersigned New Representative, on behalf of itself and each holder of Pari Passu Lien Obligations in respect of the Series of Pari Passu Lien Debt for which the undersigned is acting as Pari Passu Lien Representative hereby agrees, for the enforceable benefit of all holders of each current and future Series of Pari Passu Lien Debt, each current and future Pari Passu Lien Representative, and each current and future Pari Passu Lien Secured Party and Pari Passu Lien Obligations and as a condition to being treated as Pari Passu Lien Debt under the Collateral Trust Agreement that:

(a) as provided by Section 2.2 of the Collateral Trust Agreement, all Pari Passu Lien Obligations will be and are secured equally and ratably by all Pari Passu Liens at any time granted by the Borrower or any Guarantor to secure any Pari Passu Lien Obligations in respect of any Series of Pari Passu Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Pari Passu Lien Debt, and that all such Passu Lien Liens will be enforceable by the Collateral Trustee for the benefit of all Pari Passu Lien Secured Party equally and ratably; provided, however, that notwithstanding the foregoing, this provision will not be violated with respect to any particular Collateral and any particular Series of Pari Passu Lien Debt if the Pari Passu Lien Documents in respect thereof prohibit the applicable Pari Passu Lien Representative from accepting the benefit of a Pari Passu Lien on any particular asset or property or such Pari Passu Lien Representative otherwise expressly declines in writing to accept the benefit of a Pari Passu Lien on such asset or property;

(b) the New Representative and each holder of Pari Passu Lien Obligations in respect of the Series of Pari Passu Lien Debt for which the undersigned is acting as Pari Passu Lien Representative are bound by the provisions of this Agreement, including the provisions relating to the ranking of Pari Passu Liens and the order of application of proceeds from the enforcement of Pari Passu Liens; and

(c) the Collateral Trustee shall perform its obligations under the Collateral Trust Agreement and the other Pari Passu Lien Documents.

3. Notice Information. The name and address of the New Representative for purposes of Section 7.6 of the Collateral Trust Agreement is:

4. Governing Law and Miscellaneous Provisions. The provisions of Article 7 of the Collateral Trust Agreement will apply with like effect to this Collateral Trust Joinder.

IN WITNESS WHEREOF, the parties hereto have caused this Collateral Trust Joinder to be executed by their respective officers or representatives as of , 20 .

The Collateral Trustee hereby acknowledges receipt of this Collateral Trust Joinder and agrees to act as Collateral Trustee for the New Representative and the holders of the Pari Passu Lien Obligations represented thereby:

Reference is made to the Collateral Trust Agreement dated as of [●], 2016 (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “Collateral Trust Agreement”) among SunEdison, Inc. (the “Borrower”), the Guarantors from time to time party thereto, Deutsche Bank AG New York Branch as Administrative Agent under the Credit Agreement, Wilmington Trust, National Association as Trustee under the Indenture, any additional Pari Passu Lien Representatives party thereto and Wilmington Trust, National Association, as Collateral Trustee. Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Collateral Trust Agreement. This Collateral Trust Joinder is being executed and delivered pursuant to Section 7.18 of the Collateral Trust Agreement.

1. Joinder. The undersigned, , a , hereby agrees to become party as a Guarantor under the Collateral Trust Agreement for all purposes thereof on the terms set forth therein, and to be bound by the terms of the Collateral Trust Agreement as fully as if the undersigned had executed and delivered the Collateral Trust Agreement as of the date thereof.

2. Governing Law and Miscellaneous Provisions. The provisions of Article 7 of the Collateral Trust Agreement will apply with like effect to this Collateral Trust Joinder.

IN WITNESS WHEREOF, the parties hereto have caused this Collateral Trust Joinder to be executed by their respective officers or representatives as of , 20 .

The Collateral Trustee hereby acknowledges receipt of this Collateral Trust Joinder and agrees to act as Collateral Trustee with respect to the Collateral pledged by the new Guarantor:

Notwithstanding anything herein to the contrary, the exercise of any right or remedy by the Collateral Trustee hereunder with respect to the lien and security interest granted to the Collateral Trustee pursuant to this Agreement is subject to the provisions of the Intercreditor Agreement and the Collateral Trust Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement with respect to the exercise of rights and remedies or the priority of the security interests granted to the Collateral Trustee herein, the terms of the Intercreditor Agreement shall govern and control. In the event of any conflict between the terms of the Collateral Trust Agreement and this Agreement with respect to the exercise of rights and remedies of the security interests granted to the Collateral Trustee herein, the terms of the Collateral Trust Agreement shall govern and control.

This SECOND LIEN PLEDGE AND SECURITY AGREEMENT, dated as of January 11, 2016 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), between SunEdison, Inc., a Delaware corporation (the “Borrower”) and each of the subsidiaries of the Borrower party hereto from time to time, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (together with the Borrower, each, a “Grantor”), and Wilmington Trust, National Association, solely in its capacity as collateral trustee for the Secured Parties (as herein defined) (in such capacity as collateral trustee, together with its successors and permitted assigns, the “Collateral Trustee”).

WHEREAS, reference is made to that certain Second Lien Credit Agreement, dated as of the date hereof (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, the lenders party thereto from time to time (the “Lenders”) and Deutsche Bank AG New York Branch, as administrative agent (in such capacity and together with its successors, the “Administrative Agent”);

WHEREAS, reference is made to that certain Indenture, dated as of the date hereof (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “Indenture”) among the Borrower, the guarantors party thereto and Wilmington Trust, National Association, as trustee (in such capacity and together with its successors in such capacity, the “Trustee”).

WHEREAS, reference is made to that certain Intercreditor Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), dated as of January 11, 2016, between Wells Fargo Bank, National Association, as First Lien Agent and the Collateral Trustee, as Second Lien Collateral Trustee;

WHEREAS, reference is made to that certain Collateral Trust Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Collateral Trust Agreement”), dated as of January 11, 2016, by and among the Borrower, the other Grantors from time to time party thereto, the Collateral Trustee, the Administrative Agent, the Trustee and the other parties from time to time party thereto;

WHEREAS, in addition to the Credit Agreement and the Indenture, subject to the terms and conditions of the Collateral Trust Agreement, certain Grantors may enter into one or more Other Pari Passu Lien Debt Documents;

WHEREAS, it is a condition precedent to the effectiveness of the Credit Agreement, the Indenture and the Other Pari Passu Lien Debt Documents that each Grantor shall have executed and delivered to the Collateral Trustee this Agreement;

WHEREAS, each Grantor will obtain benefits from the incurrence of the Pari Passu Lien Obligations by the Borrower and, accordingly, desires to execute this

Agreement in order to satisfy the condition described in the preceding paragraph and to induce the Secured Parties to enter into the Credit Agreement, the Indenture and the Other Pari Passu Lien Debt Documents; and

WHEREAS, in consideration of the extensions of credit and other accommodations of the Secured Parties and as may be provided pursuant to Other Pari Passu Lien Debt Documents, each Grantor has agreed to secure such Grantor’s obligations under the Pari Passu Lien Documents as set forth herein.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, each Grantor and the Collateral Trustee agree as follows:

1.1 General Definitions. In this Agreement, the following terms shall have the following meanings:

“Administrative Agent” shall have the meaning set forth in the recitals.

“Bankruptcy Code” shall mean Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq., as now or hereafter in effect, or any successor statute.

“Collateral Account” shall mean any account established by the Collateral Trustee in connection with its rights, duties or obligations under this Agreement.

“Collateral Records” shall mean books, records, ledger cards, files, correspondence, customer lists, supplier lists, blueprints, technical specifications, manuals, computer software and related documentation, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon.

“Collateral Support” shall mean all property (real or personal) assigned or hypothecated in respect of, or otherwise securing, any Collateral and shall include any security agreement or other agreement granting a lien or security interest in such real or personal property.

“Collateral Trust Agreement” shall have the meaning set forth in the recitals.

“Control” shall mean: (1) with respect to any Deposit Accounts, control within the meaning of Section 9-104 of the UCC, (2) with respect to any Securities Accounts, Security Entitlements, Commodity Contract or Commodity Account, control within the meaning of Section 9-106 of the UCC, (3) with respect to any Uncertificated Securities, control within the meaning of Section 8-106(c) of the UCC, (4) with respect to any Certificated Security, control within the meaning of Section 8-106(a) or (b) of the UCC, (5) with respect to any Electronic Chattel Paper, control within the meaning of Section 9-105 of the UCC, (6) with respect to Letter of Credit Rights, control within the meaning of Section 9-107 of the UCC and (7) with respect to any “transferable record”(as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction), control within the meaning of Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as in effect in the jurisdiction relevant to such transferable record.

“Controlled Foreign Corporation” shall mean “controlled foreign corporation” as defined in the Code.

“Copyrights” shall mean all United States, and foreign copyrights (whether or not the underlying works of authorship have been published), including copyrights in software and all rights in and to databases, all designs (including industrial designs, Protected Designs within the meaning of 17 U.S.C. §§ 1301 et. seq., and community designs), and all Mask Works (as defined under 17 U.S.C. § 901), whether registered or unregistered, as well as all moral rights, reversionary interests, and termination rights, and, with respect to any and all of the foregoing: (i) all registrations and applications therefor including the registrations and applications listed in Schedule 5.2(II) under the heading “Copyrights” (as such schedule may be amended or supplemented from time to time), (ii) all extensions and renewals thereof, (iii) the right to sue or otherwise recover for any past, present and future infringement or other violation thereof, (iv) all Proceeds of the foregoing, including license fees, royalties, income, payments, claims, damages and proceeds of suit now or hereafter due and/or payable with respect thereto, and (v) all other rights of any kind accruing thereunder or pertaining thereto throughout the world.

“Discharge of First Lien Obligations” shall have the meaning set forth in the Intercreditor Agreement.

“Discharge of Pari Passu Lien Obligations” shall have the meaning set forth in the Collateral Trust Agreement.

“Excluded Property” shall mean any asset of any Grantor excluded from the security interest hereunder by virtue of Section 2.2 hereof but only to the extent, and for so long as, so excluded thereunder.

“Insurance” shall mean (i) all insurance policies covering any or all of the Collateral (regardless of whether the Collateral Trustee is the loss payee thereof) and (ii) any “key man” life insurance policies of any Grantor.

“Intellectual Property” shall mean, the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under the United States, multinational or foreign laws or otherwise, including Copyrights, Patents, Trademarks, Trade Secrets and Intellectual Property Licenses, and the right to sue or otherwise recover for any past, present and future infringement, dilution, misappropriation, or other violation or impairment thereof, including the right to receive all Proceeds therefrom, including license fees, royalties, income, payments, claims, damages and proceeds of suit, now or hereafter due or payable with respect thereto.

“Intellectual Property License” shall mean any and all written agreements, licenses and covenants to which any Grantor is a party providing for the granting of any right in or to any Copyright, Patent, Trademark or Trade Secret, or otherwise providing for a covenant not to sue for infringement or other violation of any such Intellectual Property (whether such Grantor is licensee or licensor thereunder) including each agreement listed in Schedule 5.2(II) under the heading “Intellectual Property Licenses” (as such schedule may be amended or supplemented by the Borrower from time to time).

“Intellectual Property Security Agreement” shall mean each intellectual property security agreement executed and delivered by the applicable Grantors, substantially in the form set forth in Exhibit E, Exhibit F and Exhibit G, as applicable.

“Intercreditor Agreement” shall have the meaning set forth in the recitals.

“Investment Accounts” shall mean the Collateral Account, Securities Accounts, Commodity Accounts and Deposit Accounts.

“Investment Related Property” shall mean: (i) all “investment property” (as such term is defined in Article 9 of the UCC) and (ii) all of the following (regardless of whether classified as investment property under the UCC): all Pledged Equity Interests, Pledged Debt, the Investment Accounts and certificates of deposit.

“Material Intellectual Property” shall mean any Intellectual Property included in the Collateral that is material to the business of any Grantor or is otherwise of material value.

“Pari Passu Lien Debt Default” shall have the meaning set forth in the Collateral Trust Agreement.

“Pari Passu Lien Representative” shall have the meaning set forth in the Collateral Trust Agreement.

“Pari Passu Lien Document” shall have the meaning set forth in the Collateral Trust Agreement.

“Pari Passu Lien Obligations” shall have the meaning set forth in the Collateral Trust Agreement.

“Patents” shall mean all United States and foreign patents and certificates of invention, or similar industrial property rights, and applications for any of the foregoing, including: (i) each patent and patent application listed in Schedule 5.2(II) under the heading “Patents” (as such schedule may be amended or supplemented from time to time), (ii) all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and reexaminations thereof, (iii) all patentable inventions and improvements thereto, (iv) the right to sue or otherwise recover for any past, present and future infringement or other violation thereof, (v) all Proceeds of the foregoing, including license fees, royalties, income, payments, claims, damages, and proceeds of suit now or hereafter due and/or payable with respect thereto, and (vi) all other rights of any kind accruing thereunder or pertaining thereto throughout the world.

“Permitted Lien” shall mean any Lien permitted to be created, assumed or suffered to exist by any Loan Party pursuant to Section 7.01 of the Credit Agreement.

“Pledge Supplement” shall mean any supplement to this Agreement in substantially the form of Exhibit A.

“Pledged Debt” shall mean all indebtedness for borrowed money owed to such Grantor, whether or not evidenced by any Instrument, including all indebtedness described on Schedule 5.2(I) under the heading “Pledged Debt” (as such schedule may be amended or supplemented from time to time), issued by the obligors named therein, the instruments, if any, evidencing such any of the foregoing, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing.

“Pledged Equity Interests” shall mean all Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and any other participation or interests in any equity or profits of any business entity including any trust and all management rights relating to any entity whose equity interests are included as Pledged Equity Interests.

“Pledged LLC Interests” shall mean, as may be now owned or hereafter acquired by any Grantor, all interests in any limited liability company and each series thereof including all limited liability company interests listed on Schedule 5.2(I) under the heading “Pledged LLC Interests” (as such schedule may be amended or supplemented from time to time) and the certificates, if any, representing such limited liability company interests and any interest of such Grantor on the books and records of such limited liability company or on the books and records of any Securities Intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such limited liability company interests and all rights as a member of the related limited liability company.

“Pledged Partnership Interests” shall mean, as may be now owned or hereafter acquired by any Grantor, all interests in any general partnership, limited partnership, limited liability partnership or other partnership including all partnership interests listed on Schedule 5.2(I) under the heading “Pledged Partnership Interests” (as such schedule may be amended or supplemented from time to time) and the certificates, if any, representing such partnership interests and any interest of such Grantor on the books and records of such partnership or on the books and records of any Securities Intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such partnership interests and all rights as a partner of the related partnership.

“Pledged Stock” shall mean, as may be now owned or hereafter acquired by any Grantor, all shares of capital stock owned by such Grantor, including all shares of capital stock described on Schedule 5.2(I) under the heading “Pledged Stock” (as such schedule may be amended or supplemented from time to time), and the certificates, if any, representing such shares and any interest of such Grantor in the entries on the books of the issuer of such shares or on the books of any Securities Intermediary pertaining to such shares, and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares.

“Receivables” shall mean all rights of any Grantor to payment, whether or not earned by performance, for Goods or other property sold, leased, licensed, assigned or otherwise disposed of, or services rendered or to be rendered, including all such rights constituting or evidenced by any Account, Chattel Paper, Instrument, General Intangible or Investment Related Property, together with all such Grantor’s rights, if any, in any Goods or other property giving rise to such right to payment and all Collateral Support and Supporting Obligations related thereto and all Receivables Records.

“Receivables Records” shall mean (i) all original copies of all documents, instruments or other writings or electronic records or other Records evidencing the Receivables, (ii) all books, correspondence, credit or other files, Records, ledger sheets or cards, invoices, and other papers relating to Receivables, including all tapes, cards,

computer tapes, computer discs, computer runs, record keeping systems and other papers and documents relating to the Receivables, whether in the possession or under the control of Grantor or any computer bureau or agent from time to time acting for Grantor or otherwise, (iii) all evidences of the filing of financing statements and the registration of other instruments in connection with Receivables, and amendments, supplements or other modifications thereto, notices to other creditors, secured parties or agents thereof, and certificates, acknowledgments, or other writings, including lien search reports, from filing or other registration officers, (iv) all credit information, reports and memoranda relating to Receivables and (v) all other written or non-written forms of information related in any way to the foregoing or any Receivable.

“Second Lien Copyright Security Agreement” shall mean the copyright security agreement substantially in the form of Exhibit G.

“Second Lien Patent Security Agreement” shall mean the patent security agreement substantially in the form of Exhibit F.

“Second Lien Trademark Security Agreement” shall mean the trademark security agreement substantially in the form of Exhibit E.

“Secured Parties” shall mean the holders of Pari Passu Lien Obligations, each Pari Passu Lien Representative, and the Collateral Trustee and shall include all former holders of Pari Passu Lien Obligations, Pari Passu Lien Representatives and Collateral Trustees to the extent that Pari Passu Lien Obligations owing to such Persons were incurred while such Persons were holders of Pari Passu Lien Obligations, Pari Passu Lien Representatives or Collateral Trustees and such Pari Passu Lien Obligations have not been paid or satisfied in full.

“Securities” shall mean any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

“Securities Act” means the Securities Act of 1933, as from time to time amended.

“Trade Secrets” shall mean all trade secrets and all other confidential and proprietary information and know-how whether or not the foregoing has been reduced to a writing or other tangible form, including all documents and things embodying, incorporating, or referring in any way to the foregoing, and with respect to any and all of the foregoing: (i) the right to sue or otherwise recover for any past, present and future misappropriation or other violation thereof, (ii) all Proceeds of the foregoing, including

license fees, royalties, income, payments, claims, damages, and proceeds of suit now or hereafter due and/or payable with respect thereto, and (iii) all other rights of any kind accruing thereunder or pertaining thereto throughout the world.

“Trademarks” shall mean all United States and foreign trademarks, trade names, trade dress, corporate names, company names, business names, fictitious business names, Internet domain names, service marks, certification marks, collective marks, logos, other source or business identifiers, designs and general intangibles of a like nature, whether or not registered, and with respect to any and all of the foregoing: (i) all registrations and applications therefor including the registrations and applications listed in Schedule 5.2(II) under the heading “Trademarks” (as such schedule may be amended or supplemented from time to time), (ii) all extensions or renewals of any of the foregoing, (iii) all of the goodwill of the business connected with the use of and symbolized by any of the foregoing, (iv) the right to sue or otherwise recover for any past, present and future infringement, dilution or other violation of any of the foregoing or for any injury to the related goodwill, (v) all Proceeds of the foregoing, including license fees, royalties, income, payments, claims, damages, and proceeds of suit now or hereafter due and/or payable with respect thereto, and (vi) all other rights of any kind accruing thereunder or pertaining thereto throughout the world.

“UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that in the event that, by reason of mandatory provisions of law, any or all of the perfection or priority of, or remedies with respect to, any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions hereof relating to such perfection, priority or remedies.

“United States” and “U.S.” shall mean the United States of America.

(a) In this Agreement, the following capitalized terms shall have the meaning given to them in the UCC (and, if defined in more than one Article of the UCC, shall have the meaning given in Article 9 thereof): Account, Account Debtor, As-Extracted Collateral, Bank, Certificated Security, Chattel Paper, Consignee, Consignment, Consignor, Commercial Tort Claims, Commodity Account, Commodity Contract, Commodity Intermediary, Deposit Account, Document, Entitlement Order, Equipment, Electronic Chattel Paper, Farm Products, Fixtures, General Intangibles, Goods, Health-Care-Insurance Receivable, Instrument, Inventory, Investment Property, Letter of Credit Right, Manufactured Home, Money, Proceeds, Record, Securities Account, Securities Intermediary, Security Certificate, Security Entitlement, Supporting Obligations, Tangible Chattel Paper and Uncertificated Security.

(b) All other capitalized terms used herein (including the preamble and recitals hereto) and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement. The incorporation by reference of terms defined in the Credit Agreement shall survive any termination of the Credit Agreement.

(c) Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The terms lease and license shall include sub-lease and sub-license, as applicable. If any conflict or inconsistency exists between this Agreement and the Collateral Trust Agreement (except with respect to Section 2 and Section 3.1 herein, whereby this Agreement shall govern), the Collateral Trust Agreement shall govern. If any conflict or inconsistency exists between this Agreement and the Intercreditor Agreement (except with respect to Section 2 and Section 3.1 herein, whereby this Agreement shall govern), the Intercreditor Agreement shall govern. All references herein to provisions of the UCC shall include all successor provisions under any subsequent version or amendment to any Article of the UCC.

(d) Certain covenants and representations (including the scope of (i) foreign registrations, issuances of and applications for Patents, Trademarks and Copyrights and (ii) Intellectual Property Licenses constituting Material Intellectual Property, in each case, addressed pursuant to Section 5.2), as well as other provisions of this Agreement, are expressly addressed in Schedule 6.17 and Section 6.14(c) of the Credit Agreement. Notwithstanding anything herein to the contrary, as of the Closing Date and until the applicable times specified in Schedule 6.17 and Section 6.14(c) of the Credit Agreement, the covenants, representations and provisions set forth in Schedule 6.17 and Section 6.14(c) of the Credit Agreement apply and shall supersede, for all purposes under the Loan Documents and the Note Documents (as defined in the Indenture), as applicable, the equivalent covenants, representations and provisions set forth herein.

2.1 Grant of Security. Each Grantor hereby grants to the Collateral Trustee, for the benefit of the Secured Parties, a security interest in and continuing lien on all of such Grantor’s right, title and interest in, to and under all personal property of such Grantor including the following, in each case whether now or hereafter existing or in which any Grantor now

has or hereafter acquires an interest and wherever the same may be located (all of which being hereinafter collectively referred to as the “Collateral”):

(m) all Commercial Tort Claims (including Commercial Tort Claims now or hereafter described on Schedule 5.2);

(n) to the extent not otherwise included above, all other personal property of any kind and all Collateral Records, Collateral Support and Supporting Obligations relating to any of the foregoing; and

(o) to the extent not otherwise included above, all Proceeds, products, accessions, rents and profits of or in respect of any of the foregoing.

2.2 Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to:

(a) any lease, license, contract or agreement to which any Grantor is a party, and any of its rights or interest thereunder, if and to the extent that a security interest is prohibited by or in violation of (i) any law, rule or regulation applicable to such Grantor, or (ii) a term, provision or condition of any such lease, license, contract or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor

provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, that the Collateral shall include (and such security interest shall attach) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract or agreement not subject to the prohibitions specified in (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement;

(b) any of the outstanding capital stock of a Controlled Foreign Corporation in excess of 65% of the voting power of all classes of capital stock of such Controlled Foreign Corporation entitled to vote;

(c) any of the outstanding Equity Interests in (x) each Non-Recourse Subsidiary to the extent, and for so long as, a pledge of such Equity Interests to the Collateral Trustee is prohibited by the terms of any Non-Recourse Project Indebtedness of such Non-Recourse Subsidiary and (y) each other Person which is not a Subsidiary (other than any Unrestricted Subsidiary) to the extent, and for so long as, a pledge of such Equity Interests to the Collateral Trustee is prohibited by the terms of such Person’s organizational or joint venture documents or such Equity Interests could not be pledged without the consent of third parties that has not been obtained; provided, however, in each case, that the Collateral shall include (and such security interest shall attach to) such Equity Interest immediately at such time such prohibition shall no longer be applicable (unless otherwise excluded pursuant to the other provisions of this Section 2.2);

(d) any of the outstanding Equity Interests in each Unrestricted Subsidiary to the extent, and for so long as, such subsidiary is an Unrestricted Subsidiary provided, however, that the Collateral shall include (and such security interest shall attach to) such Equity Interest immediately at such time such subsidiary ceases to be an Unrestricted Subsidiary (unless otherwise excluded pursuant to the other provisions of this Section 2.2); provided, further, however, that the Collateral shall include (and such security interest shall attach to) the Equity Interests in (i) YieldCo and YieldCo Intermediate, (ii) YieldCo II and YieldCo II Intermediate, (iii) Intermediate Holdings, (iv) First Wind Holdings, (v) Apollo Holdings and all Equity Interests held by Apollo Holdings, (vi) each of the Loan Party Service Providers and (vii) any Warehouse Entity (if any equity interest therein is directly held or owned by any Grantor);

(e) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Lanham Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Lanham Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and

3.1 Security for Pari Passu Lien Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt and complete payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. §362(a) (and any successor provision thereof)), of all Pari Passu Lien Obligations (the “Secured Obligations”).

3.2 Continuing Liability Under Collateral. Notwithstanding anything herein to the contrary, (a) nothing set forth in this Agreement shall relieve any Grantor from any of its obligations, and each Grantor shall remain liable for all of its obligations, under the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Collateral Trustee or any other Secured Party of any such obligation, (b) nothing set forth in this Agreement shall relieve any Grantor from any liability under any agreement, and each Grantor shall remain liable under each of the agreements, to which it is a party included in the Collateral, including any agreement relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder, all in accordance with and pursuant to the terms and provisions thereof, and neither the Collateral Trustee nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto nor shall the Collateral Trustee nor any Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, and (c) the exercise by the Collateral Trustee of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral.

3.3 Intercreditor Agreement and Collateral Trust Agreement. Notwithstanding anything herein to the contrary, the exercise of any right or remedy by the Collateral Trustee hereunder with respect to the lien and security interest granted to the Collateral Trustee pursuant to this Agreement is subject to the provisions of the Intercreditor Agreement and the Collateral Trust Agreement. In the event of any conflict

between the terms of the Intercreditor Agreement and this Agreement with respect to the exercise of rights and remedies or the priority of the security interests granted to the Collateral Trustee herein, the terms of the Intercreditor Agreement shall govern and control. In the event of any conflict between the terms of the Collateral Trust Agreement and this Agreement with respect to the exercise of rights and remedies of the security interests granted to the Collateral Trustee herein, the terms of the Collateral Trust Agreement shall govern and control.

4.1 Delivery Requirements. Subject to the provisions of the Intercreditor Agreement:

(a) Certificated Securities. With respect to any Certificated Securities and any certificates evidencing or representing any Pledged Equity Interest (regardless of whether Pledged Equity Interests constitutes Certificated Securities, including any Pledged Partnership Interests or Pledged LLC Interests), each applicable Grantor shall deliver to the First Lien Agent or, after the Discharge of First Lien Obligations, to the Collateral Trustee all Security Certificates and such other certificates. All such Security Certificates and other certificates shall be duly indorsed by an effective indorsement (within the meaning of Section 8-107 of the UCC), or accompanied by share transfer powers or other instruments of transfer duly endorsed by such an effective indorsement, in each case, to the First Lien Agent or, after the Discharge of First Lien Obligations, to the Collateral Trustee or in blank.

(b) Instruments or Tangible Chattel Paper. With respect to any Instruments or Tangible Chattel Paper included in the Collateral, each applicable Grantor shall deliver to the First Lien Agent or, after the Discharge of First Lien Obligations, to the Collateral Trustee all such Instruments or Tangible Chattel Paper, duly indorsed in blank; provided, however, the delivery requirement in this Section 4.1(b) shall not apply to any Instruments or Tangible Chattel Paper having a face amount of less than $500,000 individually and $2,000,000 in the aggregate for all Instruments or Tangible Chattel Paper of such Grantor.

4.2 Control Requirements. Subject to the provisions of the Intercreditor Agreement:

(a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall either (x) ensure that the First Lien Agent or, after the Discharge of First Lien Obligations, the Collateral Trustee has Control thereof pursuant to clause (i), (ii) or (iii) of this Section 4.2(a), as applicable, or (y) if the First Lien Agent or, after the Discharge of First Lien Obligations, the Collateral Trustee does not have Control thereof in accordance with clause (x), then at the request of the Collateral Trustee, cause such Deposit Account, Securities Account, Security Entitlement, Commodity Account or Commodity Contract to be moved to a depository institution, Securities Intermediary or financial institution, as applicable, where such Control may be

established; provided, however, the Control requirements in this Section 4.2(a) shall not apply to any Deposit Account, Securities Account, Security Entitlement, Commodity Account and Commodity Contract, in each case, having a value, or having funds or other assets credited thereto with a monthly average balance of less than $2,000,000 individually and $10,000,000 in the aggregate for all Deposit Account, Securities Account, Security Entitlement, Commodity Account or Commodity Contract of all Grantors.

(i) With respect to any Securities Account or Security Entitlements included in the Collateral, Control shall be established by (A) the Securities Intermediary which maintains such Securities Account or Security Entitlement entering into an agreement substantially in the form of Exhibit C (or such other agreement in form reasonably satisfactory to the Collateral Trustee (it being agreed that any agreement requiring the Collateral Trustee in its individual capacity to indemnify the Securities Intermediary shall not be reasonably satisfactory to the Collateral Trustee)), pursuant to which the Securities Intermediary shall agree to comply with the First Lien Agent’s or, after the Discharge of First Lien Obligations, the Collateral Trustee’s Entitlement Orders without further consent by such Grantor, or (B) at the request of the Collateral Trustee, a Grantor causing such Securities Account or Security Entitlement to be moved to a Securities Intermediary where such an agreement may be obtained.

(ii) With respect to any Deposit Account included in the Collateral, Control shall be established by (A) the depositary institution which maintains such Deposit Account entering into an agreement substantially in the form of Exhibit D (or such other agreement in form and substance reasonably satisfactory to the Collateral Trustee (it being agreed that any agreement requiring the Collateral Trustee in its individual capacity to indemnify the depositary institution shall not be reasonably satisfactory to the Collateral Trustee)), pursuant to which the Bank shall agree to comply with the First Lien Agent’s or, after the Discharge of First Lien Obligations, the Collateral Trustee’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor, or (B) at the request of the Collateral Trustee, a Grantor causing such Deposit Account to be moved to a depository institution where such an agreement may be obtained.

(iii) With respect to any Commodity Account or Commodity Contracts included in the Collateral, Control shall be established by the applicable Grantor in favor of the Collateral Trustee in a manner reasonably acceptable to the Collateral Trustee.

(i) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Security credited to a Securities Account), each applicable Grantor, (x) with respect to an issuer that is a Subsidiary, shall, and (y) with respect to an issuer that is not a Subsidiary, shall

use commercially reasonable efforts to, cause the issuer of such Uncertificated Security to either (A) register the Collateral Trustee as the registered owner thereof on the books and records of the issuer or (B) execute an agreement substantially in the form of Exhibit B (or such other agreement in form and substance sufficient to permit the Uncertificated Security to be transferred to the Collateral Trustee), pursuant to which such issuer agrees to comply with the First Lien Agent’s or, after the Discharge of First Lien Obligations, the Collateral Trustee’s instructions with respect to such Uncertificated Security without further consent by such Grantor.

(ii) Each Grantor further agrees that it will not take any action, or permit any person over which such Grantor has control to take action, that would cause any Pledged Equity Interest that is not a Security to become a “Security” as defined in Article 8 of the Uniform Commercial Code of any State or the District of Columbia, unless such Pledged Equity Interest is evidenced by a Security Certificate which has been delivered (or is promptly delivered upon such Pledged Equity Interest that is not a Security becoming a “Security”) to the First Lien Agent or, after the Discharge of First Lien Obligations, to the Collateral Trustee indorsed in blank pursuant to Section 4.1(a).

(c) Letter of Credit Rights. With respect to any Letter of Credit Rights included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Trustee has a valid and perfected security interest), each applicable Grantor shall assist the Collateral Trustee in securing Control thereof by using commercially reasonable efforts to obtain the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Trustee; provided, however, the Control requirements in this Section 4.2(c) shall not apply to any Letter of Credit Rights having a value less than $500,000 individually and $2,000,000 in the aggregate for all Letter of Credit Rights of such Grantors.

(d) Electronic Chattel Paper. With respect any Electronic Chattel Paper or “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, each applicable Grantor shall use commercially reasonable efforts to grant the Collateral Trustee Control thereof; provided, however, the Control requirements in this Section 4.2(d) shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $500,000 individually and $2,000,000 in the aggregate for all Electronic Chattel Paper of all Grantors.

(a) In the case of any Collateral (whether now owned or hereafter acquired) consisting of issued U.S. Patents and applications therefor, each applicable Grantor shall execute and deliver to the Collateral Trustee a Second Lien Patent Security Agreement in substantially the form of Exhibit F (or a supplement thereto) covering all such Patents owned by such Grantor, in appropriate form for recordation with the United States Patent and Trademark Office.

(b) In the case of any Collateral (whether now owned or hereafter acquired) consisting of registered U.S. Trademarks and applications therefor, each applicable Grantor shall execute and deliver to the Collateral Trustee a Second Lien Trademark Security Agreement in substantially the form of Exhibit E hereto (or a supplement thereto) covering all such Trademarks owned by such Grantor, in appropriate form for recordation with the United States Patent and Trademark Office.

(c) In the case of any Collateral (whether now owned or hereafter acquired) consisting of registered U.S. Copyrights, each applicable Grantor shall execute and deliver to the Collateral Trustee a Second Lien Copyright Security Agreement in substantially the form of Exhibit G hereto (or a supplement thereto) covering all such Copyrights owned by such Grantor, in appropriate form for recordation with the United States Copyright Office.

(a) (a) If any issuer of any Pledged Equity Interest is organized under a jurisdiction outside of the United States, each Grantor shall take such additional actions, including causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as are necessary or advisable under the laws of such issuer’s jurisdiction or that the Collateral Trustee may reasonably request, to insure the validity, perfection and priority of the security interest of the Collateral Trustee in such Pledged Equity Interest.

(b) If a Grantor owns less than 100% of the equity interests in any issuer of Pledged Partnership Interests or Pledged LLC Interests included in the Collateral, such Grantor shall use its commercially reasonable efforts to obtain the consent of each other holder of partnership interests or limited liability company interests in such issuer to the security interest of the Collateral Trustee hereunder and, following a Pari Passu Lien Debt Default, subject to the terms of the Intercreditor Agreement, the transfer of such Pledged Partnership Interests or Pledged LLC Interests to the Collateral Trustee or its designee, and to the substitution of the Collateral Trustee or its designee as a partner or member in such limited liability company or partnership, with all the rights and powers related thereto. Each Grantor consents to the grant by each other Grantor of a Lien in all Investment Related Property to the Collateral Trustee and, without limiting the generality of the foregoing, subject to the terms of the Intercreditor Agreement, to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Trustee or its designee following a Pari Passu Lien Debt Default, and to the substitution of the Collateral Trustee or its designee as a partner in any such partnership or as a member in any such limited liability company, with all the rights and powers related thereto.

(a) With respect to any Collateral owned or held by a Grantor on the Closing Date, each Grantor shall comply with the requirements of this Section 4 on the Closing Date.

(b) With respect to any Collateral (other than any Intellectual Property included in the Collateral) hereafter owned or acquired by a Grantor after the date hereof for which any action is required by this Section 4, such Grantor shall (i) comply with the requirements of this Section 4 and (ii) notify the Collateral Trustee in writing of such acquisition of such Collateral (other than any Intellectual Property included in the Collateral), in each case, no later than thirty (30) days after acquiring rights therein.

(c) Subject to Section 6.4(b)(ii), with respect to any registered, issued or applied-for Patents, Copyrights or Trademarks included in the Collateral hereafter acquired by a Grantor after the date hereof for which any action is required by this Section 4, such Grantor shall be required to (i) comply with the requirements of this Section 4 and (ii) notify the Collateral Trustee in writing of its acquisition of such Patents, Copyrights and Trademarks, in each case, no later than ninety (90) days after the filing of any application for, the issuance or registration of, or the acquisition of, such Patents, Copyrights and Trademarks.

5.1 Grantor Information and Status. On the Closing Date, on the date of each Collateral Trust Joinder (as defined in the Collateral Trust Agreement), and the date of the delivery of each Compliance Certificate:

(a) Schedule 5.1(A) and (B) (as such schedule may be amended or supplemented by the Borrower in the applicable Compliance Certificate from time to time) sets forth under the appropriate headings: (1) the full legal name of such Grantor, (2) all trade names or other names under which such Grantor currently conducts any material amount of business, (3) the type of organization of such Grantor, (4) the jurisdiction of organization of such Grantor, (5) its organizational identification number, if any, and (6) the jurisdiction where its chief executive office or sole place of business (or principal residence if such Grantor is a natural person) is located;

(b) except as provided on Schedule 5.1(C) (as such schedule may be amended or supplemented by the Borrower in the applicable Compliance Certificate from time to time), such Grantor has not changed its name, jurisdiction of organization, the location of its chief executive office or sole place of business (or principal residence if such Grantor is a natural person) or type of organizational structure, and has not conducted any material amount of business under any other name, in each case, within the five (5) years prior to the date hereof (if such Grantor is a party hereto on the Closing Date) and, if an Additional Grantor, within the five (5) years prior to the date such Additional Grantor became a party hereto;

(c) such Grantor has been duly organized and is validly existing as an entity of the type as set forth opposite such Grantor’s name on Schedule 5.1(A) solely under the laws of the jurisdiction as set forth opposite such Grantor’s name on Schedule 5.1(A) and remains duly existing as such. Such Grantor has not filed any certificates of dissolution or liquidation, any certificates of domestication, transfer or continuance in any other jurisdiction; and

(d) no Grantor is a “transmitting utility” (as defined in Section 9-102(a)(80) of the UCC).

5.2 Collateral Identification, Special Collateral. On the Closing Date, on the date of each Collateral Trust Joinder (as defined in the Collateral Trust Agreement), and the date of the delivery of each Compliance Certificate:

(a) Schedule 5.2 (as such schedule may be amended or supplemented by the Borrower in the applicable Compliance Certificate from time to time) sets forth under the appropriate headings all of such Grantor’s: (1) Pledged Equity Interests, (2) Pledged Debt, other than any Pledged Debt for which the outstanding principal balance is less than $500,000 individually and $2,000,000 in the aggregate for all Pledged Debt of such Grantor, (3) Securities Accounts, Deposit Accounts, Commodity Contracts and Commodity Accounts other than any Securities Accounts, Deposit Accounts, Commodity Contracts and Commodity Accounts having a value and/or holding deposits or assets with a market value of less than $1,000,000 individually and $10,000,000 in the aggregate for all Securities Accounts, Deposit Accounts, Commodity Contracts and Commodity Accounts of all Grantors, (4) United States and foreign registrations and issuances of and applications for Patents, Trademarks and Copyrights owned by such Grantor, (5) Intellectual Property Licenses (to which any Grantor is a licensee) constituting Material Intellectual Property, (6) Commercial Tort Claims, other than any Commercial Tort Claims with an estimated value of less than $1,000,000 individually and $3,000,000 in the aggregate for all Commercial Tort Claims of such Grantor, (7) Letter of Credit Rights for letters of credit, other than any Letter of Credit Rights having a value less than $500,000 individually and $2,000,000 in the aggregate for all Letter of Credit Rights of such Grantor, and (8) the name and address of any warehouseman, bailee or other third party in possession of any Inventory, Equipment and other tangible personal property, other than any Inventory, Equipment or other tangible personal property having a value of less than $500,000 individually and $2,000,000 in the aggregate for all Inventory, Equipment or other tangible personal property of such Grantor;

(b) no material portion of the Collateral constitutes, or is the Proceeds of, (1) Farm Products, (2) As-Extracted Collateral, (3) Manufactured Homes, (4) Health-Care-Insurance Receivables, (5) timber to be cut, or (6) aircraft, aircraft engines, satellites, ships or railroad rolling stock, nor does any material portion of the Collateral consist of motor vehicles or other Goods subject to a certificate of title statute of any jurisdiction; and

(c) no Excluded Property, other than any Equity Interests described in Section 2.2(c) and Section 2.2(d) hereof, is material to the business of such Grantor.

5.3 Ownership of Collateral and Absence of Other Liens. On the Closing Date and on the date of each Collateral Trust Joinder (as defined in the Collateral Trust Agreement):

(a) such Grantor (i) owns the Collateral purported to be owned by it or otherwise has the rights it purports to have in each item of Collateral and (ii) as to any Collateral hereafter acquired, developed or created (including by way of lease or license), will own or have such rights in each item of such Collateral (except as otherwise permitted by the Credit Agreement, the Indenture, any Other Pari Passu Lien Debt Document, the Collateral Trust Agreement and the Intercreditor Agreement), in each case, free and clear of any and all Liens, other than Permitted Liens; and

(b) other than any financing statements filed in favor of the Collateral Trustee, no effective financing statement, fixture filing or other instrument similar in effect under any applicable law covering all or any part of the Collateral is on file in any filing or recording office except for (x) financing statements for which duly authorized proper termination statements have been delivered to the Collateral Trustee for filing and (y) financing statements filed in connection with Permitted Liens; and

(c) other than the First Lien Agent, the Collateral Trustee and any automatic control in favor of a Bank, Securities Intermediary or Commodity Intermediary maintaining a Deposit Account, Securities Account, Securities Entitlement, Commodity Contract or Commodity Account, no Person is in Control of any Collateral which consists of Deposit Accounts, Securities Accounts, Securities Entitlements, Commodity Contracts or Commodity Accounts.

5.4 Status of Security Interest. On the Closing Date and on the date of each Collateral Trust Joinder (as defined in the Collateral Trust Agreement):

(a) except for any Collateral addressed in clause (b) below and any Collateral for which, pursuant to Section 4.5(b), applicable action under Section 4 is not yet required, upon the filing of fully-completed financing statements (which shall name each Grantor as “debtor” and the Collateral Trustee as “secured party,” and shall cover “all assets of the debtor,” “all personal property and assets of the debtor,” or words of similar import, or otherwise contain a descriptions of the Collateral) in the filing offices set forth opposite such Grantor’s name on Schedule 5.4 (as such schedule may be amended or supplemented from time to time), the security interest of the Collateral Trustee in all Collateral that can be perfected by the filing of a financing statement under the UCC shall constitute a valid, perfected, Second Priority Lien;

(b) to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, with respect to all Collateral consisting of United States registered and applied-for Patents, Trademarks and Copyrights owned by any Grantor as of such date, except for any Collateral for which, pursuant to Section 4.5(c),

applicable action under Section 4.3 is not yet required, a fully-executed Second Lien Patent Security Agreement, Second Lien Trademark Security Agreement and/or Second Lien Copyright Security Agreement, as applicable, containing a description of all Collateral consisting of such United States registered and applied-for Patents, Trademarks and Copyrights owned by such Grantor have been delivered to the Collateral Trustee for recordation with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, pursuant to 35 U.S.C. § 261 or 17 U.S.C. § 205 and the regulations thereunder, as applicable, and upon the recordation of such Second Lien Patent Security Agreement, Second Lien Trademark Security Agreement and/or Second Lien Copyright Security Agreement with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, the security interest of the Collateral Trustee in all Collateral consisting of United States registered and applied-for Patents, Trademarks and Copyrights that may be perfected by the filing of a security agreement with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, shall constitute a perfected Second Priority security interest in respect of all Collateral consisting of such United Stated registered and applied-for Patents, Trademarks and Copyrights; and

(c) no authorization, consent, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other Person is required (other than such as have been obtained and are in full force and effect) for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Collateral Trustee hereunder or (ii) the exercise by the Collateral Trustee of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the filings contemplated by clause (a) above and recordations contemplated by clause (b) above, (B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, (C) with respect to subclause (ii) of this clause (c), as may be required by the Federal Power Act, or any similar state Law, in connection with any transfer of direct or indirect ownership or control of a Solar Energy System and (D) with respect to subclause (ii) of this clause (c), as may be required by the Intercreditor Agreement or the Collateral Trust Agreement.

5.5 Goods & Receivables. On the Closing Date, on the date of each Collateral Trust Joinder (as defined in the Collateral Trust Agreement), and the date of the delivery of each Compliance Certificate:

(a) To the applicable Grantor’s knowledge, each Receivable with a value in excess of $500,000 (i) is and will be the legal, valid and binding obligation of the Account Debtor in respect thereof, representing an unsatisfied obligation of such Account Debtor, (ii) is and will be enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law), (iii) is not and will not be subject to any credits, rights of recoupment, setoffs or defenses (except with respect to refunds, returns and allowances in the ordinary course of business) and (iv) is and will be in compliance, in all material respects, with all applicable laws, whether federal, state, local or foreign;

(b) no Goods now or hereafter produced by any Grantor and included in the Collateral have been or will be produced in violation, in any material respect, of the Fair Labor Standards Act, as amended, or the rules and regulations promulgated thereunder, to the extent applicable to the production of such Goods; and

(c) other than any Inventory or Equipment in transit, all material amounts of the Equipment and Inventory included in the Collateral are located at the locations specified in Schedule 5.5 (as such schedule may be amended or supplemented by the Borrower in the applicable Compliance Certificate from time to time).

5.6 Pledged Equity Interests. On the Closing Date, on the date of each Collateral Trust Joinder (as defined in the Collateral Trust Agreement), and the date of the delivery of each Compliance Certificate:

(a) Such Grantor is the record and beneficial owner of the Pledged Equity Interests free of all Liens (other than Permitted Liens), rights or claims of other Persons and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests;

(b) no consent of any Person, including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary, is necessary to the creation, perfection or Second Priority status of the security interest of the Collateral Trustee in any Pledged Equity Interests or the exercise by the Collateral Trustee of the voting or other rights provided for in this Agreement or the exercise of remedies in respect of any Pledged Equity Interests (other than such as have been obtained and are in full force and effect and other than as contemplated by the Intercreditor Agreement); and

(c) except as set forth on Schedule 5.2 (as such schedule may be amended or supplemented by the Borrower in the applicable Compliance Certificate from time to time), all of the Pledged LLC Interests and Pledged Partnership Interests are certificated.

5.7 Intellectual Property. On the Closing Date, on the date of each Collateral Trust Joinder (as defined in the Collateral Trust Agreement), and the date of the delivery of each Compliance Certificate:

(a) Other than as disclosed on Schedule 5.2(II) (as such schedule may be amended or supplemented by the Borrower in the applicable Compliance Certificate from time to time), such Grantor is the sole and exclusive owner of the entire right, title, and interest in and to all Intellectual Property listed on Schedule 5.2(II) (as such schedule may be amended or supplemented by the Borrower in the applicable Compliance

Certificate from time to time), and owns, free and clear of all Liens, except for Permitted Liens, or, to such Grantor’s knowledge, has the valid right to use and, where such Grantor does so, sublicense others to use, all other Material Intellectual Property used in or necessary to conduct its business;

(b) all Material Intellectual Property owned by such Grantor is subsisting and has not been adjudged invalid or unenforceable, in whole or in any material part, nor, in the case of Patents, is any of the Material Intellectual Property owned by such Grantor the subject of a reexamination proceeding, and such Grantor has performed all material acts and has paid all material renewal, maintenance, and other fees and taxes required to maintain in full force and effect each registration and application of Copyrights, Patents and Trademarks of such Grantor that constitute Material Intellectual Property;

(c) to such Grantor’s knowledge, other than as disclosed on Schedule 5.2(II) (as such schedule may be amended or supplemented by the Borrower in the applicable Compliance Certificate from time to time), no adverse final holding, decision, ruling, or judgment has been rendered in any action or proceeding before any court or administrative authority challenging the validity, enforceability, or scope of, or such Grantor’s right to register, own or use, any Material Intellectual Property of such Grantor, and no such action or proceeding is pending or, to such Grantor’s knowledge, threatened (other than routine office actions in the ordinary course of prosecution);

(d) all registrations, issuances and applications for Copyrights, Patents and Trademarks owned by such Grantor and that constitute Material Intellectual Property are standing in the name of such Grantor, except (i) as disclosed in Schedule 5.2(II) (as such schedule may be amended or supplemented by the Borrower in the applicable Compliance Certificate from time to time) and (ii) any Copyrights, Patents and Trademarks owned by a Grantor for which, pursuant to Section 4.5(c), applicable action under Section 4.3 is not yet required;

(e) except (i) under any Borrower/SSL TopCo Agreement or Borrower/YieldCo Agreement or Borrower/YieldCo II Agreement or (ii) as would constitute a Permitted Lien or as otherwise permitted pursuant to the Pari Passu Lien Documents or as contemplated by the Intercreditor Agreement or Collateral Trust Agreement, such Grantor has not made a previous assignment, sale, transfer, exclusive license or similar arrangement constituting a present or future assignment, sale, transfer, exclusive license or similar arrangement of any Material Intellectual Property to a Person that is not a Grantor that has not been terminated or released;

(f) such Grantor has taken commercially reasonable steps to protect the confidentiality of its Trade Secrets that constitute Material Intellectual Property;

(g) with respect to all Trademarks owned by a Grantor that constitute Material Intellectual Property, such Grantor uses commercially reasonable efforts to control the nature and quality of products sold and services rendered under such Trademarks and has taken commercially reasonable actions to require that its licensees of such Trademarks comply with such Grantor’s standards of quality;

(h) the conduct of such Grantor’s business does not, to such Grantor’s knowledge, materially infringe, misappropriate, dilute or otherwise violate any Intellectual Property right of any other Person; no written claim against such Grantor is pending or, to such Grantor’s knowledge, threatened in writing that the use of any Material Intellectual Property owned or used by such Grantor infringes, misappropriates, dilutes or otherwise violates in any material respect the asserted Intellectual Property rights of any other Person;

(i) to such Grantor’s knowledge, no Person is infringing, misappropriating, diluting or otherwise violating, in any material respect, any rights in any Material Intellectual Property owned, licensed or used by such Grantor, or any of its respective licensees; and

(j) no settlement or consents, covenants not to sue, co-existence agreements, non-assertion assurances, or releases have been entered into by such Grantor or bind such Grantor in a manner that would be reasonably likely to materially adversely affect such Grantor’s rights to own or use any Material Intellectual Property.

5.8 Delivery of Pledged Equity. The Borrower has delivered, or has caused the applicable Grantor to deliver, to the First Lien Agent all share certificates representing Pledged Equity Interests required to be delivered pursuant to the terms of this Agreement, accompanied by undated stock powers executed in blank, in each case, reflecting the proper name of the pledgor or issuer and including share certificates representing the appropriate percentage of Pledged Equity Interests in First Tier Foreign Subsidiaries, all in form satisfactory to the First Lien Agent and the Administrative Agent.

5.9 Miscellaneous. No Intellectual Property License, supply or transition agreement that is a Borrower/SSL TopCo Agreement or Borrower/YieldCo Agreement or Borrower/YieldCo II Agreement effectively prohibits assignment or requires consent of or notice to any Person in connection with the assignment to the Collateral Trustee hereunder, except such as has been given or made.

6.1 Grantor Information & Status. Without limiting any prohibitions or restrictions on mergers or other transactions set forth in the Credit Agreement, Indenture, or any Other Pari Passu Lien Debt Document, it shall not change such Grantor’s name, identity, corporate structure (e.g. by merger, consolidation, change in corporate form or otherwise), the location of its sole place of business (or principal residence if such Grantor is a natural person) or chief executive office, or its type of organization or jurisdiction of organization, unless it shall have (a) notified the Collateral Trustee in writing at least ten (10) Business Days prior to any such change or establishment,

identifying such new proposed name, identity, corporate structure, sole place of business (or principal residence if such Grantor is a natural person), chief executive office, jurisdiction of organization or trade name and providing such other information in connection therewith as the Collateral Trustee may reasonably request and (b) taken all actions reasonably necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Trustee’s security interest in the Collateral granted or intended to be granted and agreed to hereby, which in the case of any merger or other change in corporate structure shall include executing and delivering to the Collateral Trustee a completed Pledge Supplement together with all supplements to the Schedules thereto, upon completion of such merger or other change in corporate structure confirming the grant of the security interest hereunder.

(a) In the event that such Grantor hereafter acquires any Collateral of a type described in Section 5.2(b), it shall promptly notify the Collateral Trustee thereof in writing and, subject to the terms of the Intercreditor Agreement and Collateral Trust Agreement, take such actions and execute such documents and make such filings, all at Grantor’s expense, as are necessary or that the Collateral Trustee may reasonably request in order to ensure that the Collateral Trustee has a valid, perfected, Second Priority security interest in such Collateral. Notwithstanding the foregoing, no Grantor shall be required to notify the Collateral Trustee or take any such action unless such Collateral is of a material value or is material to such Grantor’s business.

(b) In the event that such Grantor hereafter acquires or has any Commercial Tort Claim in excess of $1,000,000 individually or $3,000,000 in the aggregate for all Commercial Tort Claims of such Grantor, it shall promptly notify the Collateral Trustee thereof in writing and deliver a completed Pledge Supplement together with all supplements to Schedules thereto, identifying such new Commercial Tort Claims.

(a) Except for the security interest created by this Agreement, no Grantor shall create or suffer to exist any Lien upon or with respect to any of the Collateral, other than Permitted Liens, and each Grantor shall defend the Collateral against all Persons at any time claiming any interest therein (other than any Person having a claim under a Permitted Lien on any Collateral).

(b) Such Grantor shall not sell, transfer or assign (by operation of law or otherwise) or exclusively license to another Person any Collateral except as otherwise permitted by the Credit Agreement, the Indenture, any Other Pari Passu Lien Debt Document, the Collateral Trust Agreement and the Intercreditor Agreement.

(a) Subject to time periods in Section 4.5 and subject to subsection (b) of this Section 6.4, each Grantor shall maintain the security interest of the Collateral Trustee hereunder in all Collateral as valid, perfected, Second Priority Lien.

(b) Notwithstanding the foregoing, except as and to the extent specified in Section 4 hereof, no Grantor shall be required to take any action to perfect any Collateral that can only be perfected by (i) Control, (ii) foreign filings with respect to Intellectual Property to the extent the cost of obtaining such perfection exceeds the practical benefit to the Lenders afforded thereby (as reasonably determined by the First Lien Agent, and after the Discharge of First Lien Obligations, the Collateral Trustee), or (iii) filings with registrars of motor vehicles or similar governmental authorities with respect to Goods covered by a certificate of title.

(a) Except in connection with (i) a Disposition permitted by Section 7.05 of the Credit Agreement or (ii) delivery to a direct beneficiary of a Permitted Lien, such Grantor shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor, the First Lien Agent, or the Collateral Trustee;

(b) Subject to the terms of the Intercreditor Agreement, if any Equipment or Inventory having a value in excess of $2,500,000 individually or $10,000,000 in the aggregate for all Equipment and Inventory of such Grantor (other than any Equipment or Inventory in transit) is in possession or control of any warehouseman, bailee or other third party (other than a Consignee under a Consignment for which such Grantor is the Consignor), each applicable Grantor shall notify such third party (with a copy to the Collateral Trustee) of the Collateral Trustee’s security interest hereunder and using commercially reasonable efforts to obtain acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Trustee and will permit the Collateral Trustee to have access to such Equipment or Inventory for purposes of inspection or, following a Pari Passu Lien Debt Default, to remove same from such premises if the Collateral Trustee so elects. With respect to any Goods having a value in excess of $2,500,000 individually or $10,000,000 in the aggregate for all Goods of such Grantor and which is subject to a Consignment for which such Grantor is the Consignor, Grantor shall file appropriate financing statements against the Consignee and take such other action as may be necessary to ensure that each of the Grantor and the Collateral Trustee has a perfected security interest in such Goods;

(c) Such Grantor shall keep and maintain at its own cost and expense satisfactory and complete records of the Receivables, including the originals of all documentation with respect to all Receivables and records of all payments received and all credits granted on the Receivables, all merchandise returned and all other dealings therewith;

(d) Other than in the ordinary course of business, (i) such Grantor shall not amend, modify, terminate or waive any provision of any Receivable in any manner

which would reasonably be expected to have a material adverse effect on the value of such Receivable, and (ii) following and during the continuation of an Pari Passu Lien Debt Default, such Grantor shall not (A) grant any extension or renewal of the time of payment of any Receivable, (B) compromise or settle any dispute, claim or legal proceeding with respect to any Receivable for less than the total unpaid balance thereof, (C) release, wholly or partially, any Person liable for the payment thereof, or (D) allow any credit or discount thereon; and

(e) At any time following the occurrence and during the continuation of a Pari Passu Lien Debt Default, subject to the terms of the Intercreditor Agreement, the Collateral Trustee may (but shall not be obligated to): (i) direct the Account Debtors under any Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Trustee; (ii) notify, or require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to the Collateral Trustee; and (iii) enforce, at the expense of such Grantor, collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. Subject to the terms of the Intercreditor Agreement, if the Collateral Trustee notifies any Grantor that it has elected to collect the Receivables in accordance with the preceding sentence, any payments of Receivables received by such Grantor shall be forthwith (and in any event within five (5) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Trustee if required, in the Collateral Account maintained under the sole dominion and control of the Collateral Trustee, and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support shall be received in trust for the benefit of the Collateral Trustee hereunder and shall be segregated from other funds of such Grantor and such Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon.

6.6 Pledged Equity Interests, Investment Related Property. Subject to the terms of the Intercreditor Agreement:

(a) Except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Pledged Equity Interest or other Investment Related Property, upon the merger, consolidation, liquidation or dissolution of any issuer of Pledged Equity Interest or other Investment Related Property, then (i) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (ii) such Grantor shall promptly take all steps, if any, reasonably necessary or advisable to ensure the validity, perfection, priority and, if applicable, Control of the Collateral Trustee over such Investment Related Property (including delivery thereof to the Collateral Trustee) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Trustee and shall

segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Pari Passu Lien Debt Default shall have occurred and be continuing, the Collateral Trustee authorizes each Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of interest.

(i) So long as no Pari Passu Lien Debt Default shall have occurred and be continuing, except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement or elsewhere herein, the Credit Agreement, the Indenture, or any Other Pari Passu Lien Debt Document, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement, the Credit Agreement, the Indenture, or any Other Pari Passu Lien Debt Document; provided that no Grantor shall exercise or refrain from exercising any such right if the Collateral Trustee shall have notified such Grantor that such action would have a material adverse effect on the value of the Investment Related Property or any part thereof; and

(ii) Upon the occurrence and during the continuation of a Pari Passu Lien Debt Default:

(c) Except as permitted by the Credit Agreement, the Indenture, and any Other Pari Passu Lien Debt Document, without the prior written consent of the Collateral Trustee, such Grantor shall not vote to enable or take any other action to: (i) [Intentionally Omitted], (ii) permit any issuer of any Pledged Equity Interest that is a Grantor to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or

granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer (provided that the foregoing shall not preclude equity investments in subsidiaries expressly permitted pursuant to the terms of the Credit Agreement, the Indenture, and any Other Pari Passu Lien Debt Document), (iii) permit any issuer of any Pledged Equity Interest to dispose of all or substantially all of their assets, (iv) waive any default under or breach of any terms of organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt, or (v) cause any issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (c), such Grantor shall promptly notify the Collateral Trustee in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the First Lien Agent’s and Collateral Trustee’s “control” thereof; and

(d) Except as permitted by the Credit Agreement, the Indenture, and any Other Pari Passu Lien Debt Document, without the prior written consent of the Collateral Trustee, it shall not permit any issuer of any Pledged Equity Interest to merge or consolidate unless (i) such issuer creates a security interest that is perfected by a filed financing statement (that is not effective solely under section 9-508 of the UCC) in collateral in which such new debtor has or acquires rights, (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Grantor; provided that if the surviving or resulting Grantors upon any such merger or consolidation involving an issuer which is a Controlled Foreign Corporation, then such Grantor shall only be required to pledge equity interests in accordance with Section 2.2 and (iii) Grantor promptly complies with the delivery and control requirements of Section 4 hereof.

(a) Other than to the extent permitted by the Credit Agreement, the Indenture, and any Other Pari Passu Lien Debt Document, such Grantor shall not, without advance approval from Collateral Trustee, do any act or omit to do any act whereby any of the Material Intellectual Property shall lapse, or become abandoned, canceled, dedicated to the public, forfeited, unenforceable or otherwise impaired, or which would adversely affect the validity, grant, or enforceability of the security interest granted therein;

(b) Except in the exercise of such Grantor’s reasonable business judgment, such Grantor shall not, with respect to any Trademarks that constitute Material Intellectual Property, cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and such Grantor shall take commercially reasonable steps to require that licensees of such Trademarks use such consistent standards of quality;

(c) Such Grantor shall promptly notify the Collateral Trustee if any item of Material Intellectual Property: (i) has been abandoned or dedicated to the public or placed in the public domain, (ii) has been declared invalid or unenforceable, (iii) has become the subject of a final, non-appealable adverse determination regarding such Grantor’s ownership, registration or use or the validity or enforceability of such item of Material Intellectual Property (including any final, non-appealable adverse determination with respect to, any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office, any state registry, any foreign counterpart of the foregoing, or any court) or (iv) has become the subject of any reversion or termination of rights;

(d) Such Grantor shall take commercially reasonable steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office, any state registry or any foreign counterpart of the foregoing, to pursue any application and maintain any registration or issuance of each Trademark, Patent, and Copyright owned by any Grantor and that constitutes Material Intellectual Property;

(e) In the event that any Material Intellectual Property owned by any Grantor is infringed, misappropriated, diluted or otherwise violated by a third party, such Grantor shall, where appropriate under the circumstances, promptly take commercially reasonable actions to stop such infringement, misappropriation, dilution or other violation and protect its rights in such Material Intellectual Property including the initiation of a suit for injunctive relief and to recover damages;

(f) Such Grantor shall use commercially reasonable efforts so as not to permit the inclusion in any contract to which it hereafter becomes a party of any provision that would reasonably be expected to materially impair or prevent the creation of a security interest in, or the assignment of, such Grantor’s rights and interests in any property acquired under such contracts and included in the Material Intellectual Property;

(g) Such Grantor shall take commercially reasonable steps to protect the confidentiality of all Trade Secrets that constitute Material Intellectual Property;

(h) Such Grantor shall use proper statutory notice in connection with its use of any of the Material Intellectual Property, where legally required to do so; and

(i) Such Grantor shall continue to collect, at its own expense, all amounts due or to become due to such Grantor in respect of the Material Intellectual Property or any portion thereof. In connection with such collections, such Grantor may take, and, if any Pari Passu Lien Debt Default shall have occurred and be continuing, subject to the terms of the Intercreditor Agreement, at the Collateral Trustee’s reasonable direction, shall take, such action as such Grantor may deem reasonably necessary or advisable, or as the Collateral Trustee may reasonably request, to enforce collection of

such amounts. Notwithstanding the foregoing, subject to the terms of the Intercreditor Agreement, the Collateral Trustee shall have the right at any time, to notify, or require any Grantor to notify, any obligors with respect to any such amounts of the existence of the security interest created hereby.

7.2 Further Assurances. Subject to the terms of the Intercreditor Agreement and the Collateral Trust Agreement:

(a) Each Grantor agrees that from time to time, at the expense of such Grantor, that it shall promptly execute and deliver all further instruments and documents, and take all further action, that may be reasonably necessary, or that the Collateral Trustee may reasonably request, in order to create and/or maintain the validity, perfection or priority of and protect any security interest granted or purported to be granted hereby or to enable the Collateral Trustee to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, each Grantor shall:

(i) file such financing or continuation statements, or amendments thereto, record security interests in Intellectual Property and execute and deliver such other agreements, instruments, endorsements, powers of attorney or notices as may be reasonably necessary or as the Collateral Trustee may reasonably request, in order to effect, reflect, perfect and preserve the security interests granted or purported to be granted hereby;

(ii) take all actions necessary to ensure the recordation of appropriate evidence of the liens and security interest granted hereunder in any Intellectual Property with any intellectual property registry in which said Intellectual Property is registered or issued or in which an application for registration or issuance is pending, including the United States Patent and Trademark Office or the United States Copyright Office, the various Secretaries of State, and the foreign counterparts on any of the foregoing as applicable; provided that foreign filings with respect to Intellectual Property shall be required only upon the request of the Collateral Trustee and solely to the extent the practical benefit to the Lenders afforded by such perfection exceeds the cost of obtaining same;

(iii) with reasonable notice and request by the Collateral Trustee, allow inspection of the Collateral by the Collateral Trustee, or persons designated by the Collateral Trustee;

(iv) at the Collateral Trustee’s reasonable request, appear in and defend any action or proceeding that may affect such Grantor’s title to or the Collateral Trustee’s security interest in all or any part of the Collateral; and

(v) furnish the Collateral Trustee with information regarding the Collateral, including the location thereof as the Collateral Trustee may reasonably request from time to time.

(b) Each Grantor hereby authorizes the Collateral Trustee to file a Record or Records, including financing or continuation statements, Intellectual Property Security Agreements and amendments and supplements to any of the foregoing, in any jurisdictions and with any filing offices as the Collateral Trustee may determine, in its sole discretion, are necessary or advisable to perfect or otherwise protect the security interest granted to the Collateral Trustee herein. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Collateral Trustee may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted to the Collateral Trustee herein, including describing such property as “all assets, whether now owned or hereafter acquired, developed or created” or words of similar effect. Each Grantor shall furnish to the Collateral Trustee from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Trustee may reasonably request, all in reasonable detail. The Grantors shall pay the costs of, or incidental to, any recording or filing of any such financing or continuation statement, amendment or other document or otherwise arising out of or in connection with the execution and delivery of this Agreement. Notwithstanding the foregoing grant of authority to the Collateral Trustee, each Grantor shall have primary responsibility for making any filings necessary to perfect or maintain the perfection of the security interest granted hereunder.

(c) Each Grantor hereby authorizes the Collateral Trustee to modify this Agreement after obtaining such Grantor’s approval of or signature to such modification by amending Schedule 5.2 (as such schedule may be amended or supplemented from time to time) to include reference to any right, title or interest in any existing Intellectual Property or any Intellectual Property acquired or developed by any Grantor after the execution hereof or to delete any reference to any right, title or interest in any Intellectual Property in which any Grantor no longer has or claims any right, title or interest.

7.3 Additional Grantors. From time to time subsequent to the date hereof, additional Persons may become parties hereto as additional Grantors (each, an “Additional Grantor”), by executing a Pledge Supplement. Upon delivery of any such Pledge Supplement to the Collateral Trustee, notice of which is hereby waived by Grantors, each Additional Grantor shall be a Grantor and shall be as fully a party hereto as if Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations

arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Collateral Trustee not to cause any Subsidiary of Borrower to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

8.1 Power of Attorney. Effective upon the occurrence and during the continuance of a Pari Passu Lien Debt Default, each Grantor hereby irrevocably appoints the Collateral Trustee (such appointment being coupled with an interest) as such Grantor’s attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor, the Collateral Trustee or otherwise, from time to time in the Collateral Trustee’s discretion, subject to the terms of the Intercreditor Agreement and the Collateral Trust Agreement, to take any action and to execute any instrument that the Collateral Trustee may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including the following:

(a) to obtain and adjust insurance required to be maintained by such Grantor or paid to the Collateral Trustee pursuant to the Collateral Trust Agreement;

(b) to ask for, demand, collect, sue for, recover, compound, receive and give acquittance and receipts for moneys due or to become due under or in respect of any of the Collateral;

(c) to receive, endorse and collect any drafts or other instruments, documents and Chattel Paper in connection with clause (b) above;

(d) to file any claims or take any action or institute any proceedings that the Collateral Trustee may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Collateral Trustee with respect to any of the Collateral;

(e) to prepare and file any UCC financing statements against such Grantor as debtor;

(f) to prepare, sign, and file for recordation in any intellectual property registry, appropriate evidence of the lien and security interest granted herein in any Intellectual Property included in the Collateral in the name of such Grantor as debtor;

(g) to take or cause to be taken all actions necessary to perform or comply or cause performance or compliance with the terms of this Agreement, including access to pay or discharge taxes or Liens (other than Permitted Liens) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Collateral Trustee in its sole discretion, any such payments made by the Collateral Trustee to become obligations of such Grantor to the Collateral Trustee, due and payable immediately without demand; and

(h) generally to sell, transfer, lease, license, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Trustee were the absolute owner thereof for all purposes, and to do, at the Collateral Trustee’s option and such Grantor’s expense, at any time or from time to time, all acts and things that the Collateral Trustee deems reasonably necessary to protect, preserve or realize upon the Collateral and the Collateral Trustee’s security interest therein in order to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.

8.2 No Duty on the Part of Collateral Trustee or Secured Parties. The powers conferred on the Collateral Trustee hereunder are solely to protect the interests of the Secured Parties in the Collateral and shall not impose any duty upon the Collateral Trustee or any other Secured Party to exercise any such powers. The Collateral Trustee and the other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

8.3 Appointment Pursuant to Collateral Trust Agreement. The Collateral Trustee has been appointed as collateral trustee pursuant to the Collateral Trust Agreement. The rights, duties, privileges, immunities and indemnities of the Collateral Trustee hereunder are subject to the provisions of the Collateral Trust Agreement.

9.1 Generally. Subject to the terms of the Intercreditor Agreement and the Collateral Trust Agreement:

(a) If any Pari Passu Lien Debt Default shall have occurred and be continuing, the Collateral Trustee may (but shall not be obligated to) exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it at law or in equity, all the rights and remedies of a secured creditor on default under the UCC (whether or not the UCC applies to the affected Collateral) to collect, enforce or satisfy any Secured Obligations then owing, whether by acceleration or otherwise, and also may pursue any of the following separately, successively or simultaneously:

(i) require any Grantor to, and each Grantor hereby agrees that it shall at its expense and promptly upon request of the Collateral Trustee forthwith, assemble all or part of the Collateral as directed by the Collateral Trustee and make it available to the Collateral Trustee at a place to be designated by the Collateral Trustee that is reasonably convenient to both parties;

(ii) enter onto the property where any Collateral is located and take possession thereof with or without judicial process;

(iii) prior to the disposition of the Collateral, store, process, repair or recondition the Collateral or otherwise prepare the Collateral for disposition in any manner to the extent the Collateral Trustee deems appropriate; and

(iv) without notice except as specified below or under the UCC, sell, assign, lease, license (on an exclusive or nonexclusive basis) or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Trustee’s offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as the Collateral Trustee may deem commercially reasonable.

(b) The Collateral Trustee or any other Secured Party may be the purchaser of any or all of the Collateral at any public or private (to the extent to the portion of the Collateral being privately sold is of a kind that is customarily sold on a recognized market or the subject of widely distributed standard price quotations) sale in accordance with the UCC and the Collateral Trustee, as collateral trustee for and representative of the Secured Parties, shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale made in accordance with the UCC, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Trustee at such sale. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) Business Days’ notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Trustee shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Trustee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Grantor agrees that it would not be commercially unreasonable for the Collateral Trustee to dispose of the Collateral or any portion thereof by using Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets. Each Grantor hereby waives any claims against the Collateral Trustee arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Collateral Trustee

accepts the first offer received and does not offer such Collateral to more than one offeree. If the proceeds of any sale or other disposition of the Collateral are insufficient to pay all the Secured Obligations, Grantors shall be liable for the deficiency and the reasonable fees of any attorneys employed by the Collateral Trustee to collect such deficiency.

(c) Each Grantor further agrees that a breach by any Grantor of any of the covenants contained in this Section 9.1 will cause irreparable injury to the Collateral Trustee, that the Collateral Trustee has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9.1 shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no default has occurred giving rise to the Secured Obligations becoming due and payable prior to their stated maturities. Nothing in this Section shall in any way limit the rights of the Collateral Trustee hereunder.

(d) The Collateral Trustee may sell the Collateral without giving any warranties as to the Collateral. The Collateral Trustee may specifically disclaim or modify any warranties of title or the like. This procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral.

(e) The Collateral Trustee shall have no obligation to marshal any of the Collateral.

9.2 Application of Proceeds. Subject to the terms of the Intercreditor Agreement and the Collateral Trust Agreement, except as expressly provided elsewhere in this Agreement, all proceeds received by the Collateral Trustee in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral shall be applied by the Collateral Trustee in accordance with the Collateral Trust Agreement.

9.3 Sales on Credit. Subject to the terms of the Intercreditor Agreement and the Collateral Trust Agreement, if Collateral Trustee sells any of the Collateral upon credit, the relevant Grantor will be credited only with payments actually made by the purchaser and received by the Collateral Trustee in respect of such Collateral. In the event the purchaser fails to pay for the Collateral, Collateral Trustee may resell the Collateral and Grantor shall be credited with proceeds of such sale.

9.4 Investment Related Property. Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, the Collateral Trustee may be compelled, with respect to any sale of all or any part of the Investment Related Property conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment

Related Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Trustee shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. If the Collateral Trustee determines to exercise its right to sell any or all of the Investment Related Property, upon written request, each Grantor shall and shall cause each issuer of any Pledged Stock to be sold hereunder, each partnership and each limited liability company from time to time to furnish to the Collateral Trustee all such information as the Collateral Trustee may request in order to determine the number and nature of interest, shares or other instruments included in the Investment Related Property which may be sold by the Collateral Trustee in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time in effect.

9.5 Grant of Intellectual Property License. Solely for the purpose of enabling the Collateral Trustee, following the occurrence and during the continuance of a Pari Passu Lien Debt Default, to exercise rights and remedies under this Section 9 at such time as the Collateral Trustee shall be lawfully entitled to exercise such rights and remedies, and solely to the extent and at such time as the Collateral Trustee shall be entitled to exercise such rights pursuant to the Intercreditor Agreement and the Collateral Trust Agreement, and for no other purpose, each Grantor hereby grants to the Collateral Trustee, to the extent permitted by applicable law, an irrevocable (during the term of this Agreement), nonexclusive license (exercisable without payment of royalty or other compensation to such Grantor) to use, license or sublicense any of the Intellectual Property included in the Collateral now owned or hereafter acquired, developed or created by such Grantor, wherever the same may be located; provided that (i) such license shall be subject to the rights of any licensee (other than any Grantor) under any Intellectual Property License granted prior to such Pari Passu Lien Debt Default, (ii) in the case of Trademarks, such license shall be subject to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarks, and (iii) to the extent the foregoing license is a sublicense of such Grantor’s rights as licensee under any Intellectual Property License, the license to the Collateral Trustee shall be in accordance with any limitations in such Intellectual Property License, including prohibitions on further sublicensing. Subject to the foregoing provisos, such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout hereof.

(a) Subject to the terms of the Intercreditor Agreement and the Collateral Trust Agreement, anything contained herein to the contrary notwithstanding, in addition to the other rights and remedies provided herein, upon the occurrence and during the continuation of a Pari Passu Lien Debt Default:

(i) the Collateral Trustee shall have the right (but not the obligation) to bring suit or otherwise commence any action or proceeding in the name of any Grantor, the Collateral Trustee or otherwise, in the Collateral Trustee’s sole discretion, to enforce any Intellectual Property rights of such Grantor included in the Collateral, in which event such Grantor shall, at the request of the Collateral Trustee, do any and all reasonable and lawful acts and execute any and all documents reasonably required by the Collateral Trustee in aid of such enforcement, and such Grantor shall promptly, upon demand, reimburse and indemnify the Collateral Trustee as provided in Section 12 in connection with the exercise of its rights under this Section 9.6, and, to the extent that the Collateral Trustee shall elect not to bring suit to enforce any Intellectual Property rights included in the Collateral as provided in this Section 9.6, each Grantor agrees to use all reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement, misappropriation, dilution or other violation of any of such Grantor’s rights in the Intellectual Property included in the Collateral by others;

(ii) upon written demand from the Collateral Trustee, each Grantor shall grant, assign, convey or otherwise transfer to the Collateral Trustee or such Collateral Trustee’s designee all of such Grantor’s right, title and interest in and to any Intellectual Property included in the Collateral and shall execute and deliver to the Collateral Trustee such documents as are necessary or appropriate to carry out the intent and purposes of this Agreement;

(iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that the Collateral Trustee (or any other Secured Party) receives Cash Proceeds in respect of the sale of, or other realization upon, any such Intellectual Property included in the Collateral;

(iv) within five (5) Business Days after written notice from the Collateral Trustee, each Grantor shall make reasonably available to the Collateral Trustee, to the extent within such Grantor’s power and authority, such personnel in such Grantor’s employ as of the date of such Pari Passu Lien Debt Default as the Collateral Trustee may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with any Trademarks, such persons to be reasonably available to perform their prior functions on the Collateral Trustee’s behalf and to be compensated by the Collateral Trustee at such Grantor’s expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Pari Passu Lien Debt Default; and

(v) the Collateral Trustee shall have the right (but not the obligation) to notify, or require each Grantor to notify, any obligors with respect to amounts due or to become due to such Grantor in respect of any Intellectual Property of such Grantor included in the Collateral, of the existence of the security interest created herein, to direct such obligors to make payment of all such amounts directly to the Collateral Trustee, and, upon such notification and at the expense of such Grantor, to enforce collection of any such amounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done.

(b) If (i) a Pari Passu Lien Debt Default shall have occurred and, by reason of cure, waiver, modification, amendment or otherwise, no longer be continuing, (ii) no Other Pari Passu Lien Debt Default shall have occurred and be continuing, (iii) an assignment or other transfer to the Collateral Trustee of any rights, title and interests in and to any Intellectual Property of such Grantor shall have been previously made and shall have become absolute and effective, and (iv) the Secured Obligations shall not have become immediately due and payable, upon the written request of any Grantor, the Collateral Trustee shall promptly execute and deliver to such Grantor, at such Grantor’s sole cost and expense, such assignments or other transfer as may be reasonably requested by such Grantor to reassign to such Grantor any such rights, title and interests as may have been assigned to the Collateral Trustee as aforesaid, subject to any disposition thereof that may have been made by the Collateral Trustee; provided, after giving effect to such reassignment, the Collateral Trustee’s security interest granted pursuant hereto, as well as all other rights and remedies of the Collateral Trustee granted hereunder, shall continue to be in full force and effect; and provided, further, the rights, title and interests so reassigned shall be free and clear of any other Liens granted by or on behalf of the Collateral Trustee and the Secured Parties.

(a) Subject to the terms of the Intercreditor Agreement and the Collateral Trust Agreement, if any Pari Passu Lien Debt Default shall have occurred and be continuing, in addition to the rights of the Collateral Trustee specified in Section 6.5 with respect to payments of Receivables, upon request of the Collateral Trustee, all proceeds of any Collateral received by any Grantor consisting of cash, checks and other near-cash items (collectively, “Cash Proceeds”) shall be held by such Grantor in trust for the Collateral Trustee, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Trustee in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Trustee, if required) and held by the Collateral Trustee. Grantor shall not adjust, settle or compromise the amount or payment of any such amount or release wholly or partly any obligor with respect thereto or allow any credit or discount thereon. Any Cash Proceeds received by the Collateral Trustee (whether from a Grantor or otherwise) may, in the sole discretion of the Collateral Trustee, subject to the terms of the Collateral Trustee, (A) be held by the Collateral Trustee for the ratable benefit of the Secured Parties, as collateral

security for the Secured Obligations (whether matured or unmatured) and/or (B) then or at any time thereafter may be applied by the Collateral Trustee against the Secured Obligations then due and owing.

(b) Subject to the terms of the Intercreditor Agreement and the Collateral Trust Agreement, if any Pari Passu Lien Debt Default shall have occurred and be continuing, the Collateral Trustee may apply the balance from any Deposit Account or instruct the bank at which any Deposit Account is maintained to pay the balance of any Deposit Account to or for the benefit of the Collateral Trustee.

The Collateral Trustee has been appointed to act as collateral trustee hereunder by the Administrative Agent and the Trustee and, by their acceptance of the benefits hereof, the other Secured Parties appoint the Collateral Trustee to act as collateral trustee hereunder. The Collateral Trustee shall be obligated, and, subject to the terms of the Intercreditor Agreement and the Collateral Trust Agreement, shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including the release or substitution of Collateral), solely in accordance with this Agreement, the Credit Agreement, and the Indenture. In furtherance of the foregoing provisions of this Section 10, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Trustee for the benefit of Secured Parties in accordance with the terms of this Agreement. The provisions of the Credit Agreement relating to the Collateral Trustee, including the provisions relating to resignation or removal of the Collateral Trustee and the rights, privileges, powers and duties and immunities of the Collateral Trustee, are incorporated herein by this reference and shall survive any termination of the Credit Agreement. Nothing in this Agreement shall be interpreted as giving the Collateral Trustee responsibility for or any duty concerning the validity, perfection, priority or enforceability of the Liens granted hereunder or giving the Collateral Trustee any obligation to take any action to procure or maintain such validity, perfection, priority or enforceability, including, without limitation, any duty to file any financing statements, amendments, continuation statements or other documents to perfect or maintain the perfection of the security interest granted hereunder. Wilmington Trust, National Association is entering into this Agreement solely in its capacity as Collateral Trustee under the Collateral Trust Agreement and not in its individual or corporate capacity.

(a) This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the Discharge of Pari Passu Lien Obligations, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Trustee hereunder, to the benefit of the

Collateral Trustee and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Without limiting the generality of the foregoing, but subject to the terms of the Indenture, any holder of the Notes (as defined in the Collateral Trust Agreement) may assign or otherwise transfer any Notes held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to the Holders herein or otherwise.

(b) Upon a Grantor becoming a Non-Recourse Subsidiary in a transaction described in Section 6.13 of the Credit Agreement, the security interests granted by such Grantor hereby shall automatically terminate hereunder and of record.

(c) If approved, authorized or ratified in writing by an Act of Required Pari Passu Lien Secured Parties (as defined in the Collateral Trust Agreement), or if approved by the Administrative Agent in connection with the sale of property subject to a Lien hereunder as part of or in connection with any Disposition permitted under the Credit Agreement, the applicable security interest granted hereby in such assets in respect of which a lien release was so approved, authorized or ratified shall automatically terminate hereunder and of record.

(d) Upon any termination described above, the Collateral Trustee shall, at the Grantors’ expense, execute and deliver to the Grantors or otherwise authorize the filing of such documents as the Grantors shall reasonably request, including financing statement amendments to evidence such termination.

(e) Upon any disposition of property permitted by the Credit Agreement and the Indenture, the Liens granted herein shall be deemed to be automatically released with no further action on the part of any Person. The Collateral Trustee shall, at the applicable Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as such Grantor shall reasonably request, in form reasonably satisfactory to the Collateral Trustee, including financing statement amendments to evidence such release.

(f) All other releases of Collateral shall be made in accordance with the terms of the Intercreditor Agreement and the Collateral Trust Agreement.

(g) Notwithstanding anything herein to the contrary, no provision of this Agreement shall permit the release of any Lien on the Equity Interests of YieldCo, YieldCo Intermediate, YieldCo II, or YieldCo II Intermediate, in each case unless (i) expressly permitted under the terms of the Loan Documents and (ii) not in violation of the Note Documents.

The powers conferred on the Collateral Trustee hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the exercise of reasonable care in the custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral Trustee shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. The Collateral Trustee shall be deemed to have exercised reasonable care in the custody and preservation of Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Trustee, in its individual capacity, accords its own property. Neither the Collateral Trustee nor any of its directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall any such Person be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or otherwise. If any Grantor fails to perform any agreement contained herein, the Collateral Trustee may itself perform, or cause performance of, such agreement, and the expenses of the Collateral Trustee incurred in connection therewith shall be payable by each Grantor under Section 7.9 of the Collateral Trust Agreement.

(a) Any notice required or permitted to be given under this Agreement shall be given in accordance with Section 7.6 of the Collateral Trust Agreement.

(b) No failure or delay on the part of the Collateral Trustee in the exercise of any power, right or privilege hereunder or under any Other Pari Passu Lien Debt Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege. All rights and remedies existing under this Agreement and the other Loan Documents are cumulative to, and not exclusive of, any rights or remedies otherwise available.

(c) In case any provision in or obligation under this Agreement shall be held to be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant shall not avoid the occurrence of a Pari Passu Lien Debt Default if such action is taken or condition exists.

(d) This Agreement shall be binding upon and inure to the benefit of the Collateral Trustee and the Grantors and their respective permitted successors and assigns. No Grantor shall, without the prior written consent of the Collateral Trustee given in accordance with the Credit Agreement, assign any right, duty or obligation

hereunder. This Agreement and the Other Pari Passu Lien Debt Documents embody the entire agreement and understanding between the Grantors and the Collateral Trustee and supersede all prior agreements and understandings between such parties relating to the subject matter hereof and thereof. Accordingly, the Pari Passu Lien Documents may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.

(e) No amendment, modification or waiver of any provision hereof, and no consent to any departure by any Grantor therefrom shall be effective (i) unless the same shall be made in accordance with the terms of the Credit Agreement, the Indenture and any Other Pari Passu Lien Debt Document and (ii) in writing signed by the Collateral Trustee acting at the direction of the holders of Pari Passu Lien Obligations in accordance with the Collateral Trust Agreement.

(f) This Agreement may be executed in 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.

(g) 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).

(h) THE PROVISIONS OF THE COLLATERAL TRUST AGREEMENT UNDER THE HEADINGS “GOVERNING LAW; JURISDICTION; ETC.” AND “WAIVER OF JURY TRIAL” ARE INCORPORATED HEREIN BY THIS REFERENCE AND SUCH INCORPORATION SHALL SURVIVE ANY TERMINATION OF THE CREDIT AGREEMENT.

IN WITNESS WHEREOF, each Grantor and the Collateral Trustee have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.


SUNEDISON, INC.,
as a Grantor

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Executive Vice President, CAO & CFO

SUNEDISON HOLDINGS CORPORATION, as a Grantor

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer

SUNEDISON INTERNATIONAL, INC., as a Grantor

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer

MEMC PASADENA, INC., as a Grantor

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer


ENFLEX CORPORATION,
as a Grantor

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer

NVT, LLC, as a Grantor

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer

SOLAICX, as a Grantor

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer

SUN EDISON LLC, as a Grantor

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer

SUNEDISON CANADA, LLC, as a Grantor

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer


SUNEDISON INTERNATIONAL, LLC,
as a Grantor

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer

FOTOWATIO RENEWABLE VENTURES, INC., as a Grantor

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer

SUNEDISON CONTRACTING, LLC, as a Grantor

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer

NVT LICENSES, LLC, as a Grantor

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer

TEAM-SOLAR INC., as a Grantor

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer


SUNEDISON UTILITY HOLDINGS, INC.,
as a Grantor

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer

SUNE ML 1, LLC, as a Grantor

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer

This PLEDGE SUPPLEMENT, dated [mm/dd/yy], is delivered by [NAME OF GRANTOR] a [NAME OF STATE OF INCORPORATION] [Corporation] (the “Grantor”) pursuant to the Second Lien Pledge and Security Agreement, dated as of January 11, 2016 (as it may be from time to time amended, restated, modified or supplemented, the “Security Agreement”), among SunEdison, Inc., a Delaware corporation, the other Grantors named therein, and Wilmington Trust, National Association, solely in its capacity as the Collateral Trustee. Capitalized terms used herein not otherwise defined herein shall have the meanings ascribed thereto in the Security Agreement.

Grantor hereby confirms the grant to the Collateral Trustee set forth in the Security Agreement of, and does hereby grant to the Collateral Trustee, a security interest in all of Grantor’s right, title and interest in, to and under all Collateral to secure the Secured Obligations, in each case whether now or hereafter existing or in which Grantor now has or hereafter acquires an interest and wherever the same may be located. Grantor represents and warrants that the attached Supplements to Schedules accurately and completely set forth all additional information required to be provided pursuant to the Security Agreement and hereby agrees that such Supplements to Schedules shall constitute part of the Schedules to the Security Agreement.

THIS PLEDGE SUPPLEMENT 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).

IN WITNESS WHEREOF, Grantor has caused this Pledge Supplement to be duly executed and delivered by its duly authorized officer as of [mm/dd/yy].

V. WAREHOUSEMAN, BAILEES AND OTHER THIRD PARTIES IN POSSESSION OF COLLATERAL

This Uncertificated Securities Control Agreement dated as of [ ], 20[ ] (this “Agreement”) among [ ] (the “Pledgor”), Wilmington Trust, National Association, solely in its capacity as collateral trustee for the Secured Parties, (the “Collateral Trustee”) and [ ], a [ ] [corporation] (the “Issuer”). Capitalized terms used but not defined herein shall have the meaning assigned in the Second Lien Pledge and Security Agreement dated as of January 11, 2016, among the Pledgor, the other Grantors party thereto and the Collateral Trustee (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”). All references herein to the “UCC” shall mean the Uniform Commercial Code as in effect in the State of New York.

Section 1. Registered Ownership of Shares. The Issuer hereby confirms and agrees that as of the date hereof the Pledgor is the registered owner of [ ] shares of the Issuer’s [common] stock (the “Pledged Shares”) and the Issuer shall not change the registered owner of the Pledged Shares without the prior written consent of the Collateral Trustee.

Section 2. Instructions. If at any time the Issuer shall receive instructions originated by the Collateral Trustee relating to the Pledged Shares, the Issuer shall comply with such instructions without further consent by the Pledgor or any other person.

Section 3. Additional Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to the Collateral Trustee:

(a) It has not entered into, and until the termination of this agreement will not enter into, any agreement with any other person relating the Pledged Shares pursuant to which it has agreed to comply with instructions issued by such other person; and

(b) It has not entered into, and until the termination of this agreement will not enter into, any agreement with the Pledgor or the Collateral Trustee purporting to limit or condition the obligation of the Issuer to comply with Instructions as set forth in Section 2 hereof.

(c) Except for the claims and interest of the Collateral Trustee and of the Pledgor in the Pledged Shares, the Issuer does not know of any claim to, or interest in, the Pledged Shares. If any person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Pledged Shares, the Issuer will promptly notify in writing the Collateral Trustee and the Pledgor thereof.

(d) This Agreement is the valid and legally binding obligation of the Issuer, subject only to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Section 4. Choice of Law. This Agreement shall be governed by the laws of the State of New York.

Section 5. Conflict with Other Agreements. Subject to Section 6, in the event of any conflict between this Agreement (or any portion thereof) and any other agreement now existing or hereafter entered into, the terms of this Agreement shall prevail. No amendment or modification of this Agreement or waiver of any right hereunder shall be binding on any party hereto unless it is in writing and is signed by all of the parties hereto.

Section 6. Intercreditor Agreement and Collateral Trust Agreement. Notwithstanding anything herein to the contrary, the exercise of any right or remedy by the Collateral Trustee hereunder with respect to the lien and security interest granted to the Collateral Trustee pursuant to this Agreement is subject to the provisions of the Intercreditor Agreement and the Collateral Trust Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement with respect to the exercise of rights and remedies or the priority of the security interests granted to the Collateral Trustee herein, the terms of the Intercreditor Agreement shall govern and control. In the event of any conflict between the terms of the Collateral Trust Agreement and this Agreement with respect to the exercise of rights and remedies of the security interests granted to the Collateral Trustee herein, the terms of the Collateral Trust Agreement shall govern and control.

Section 7. Voting Rights. Until such time as the Collateral Trustee shall otherwise instruct the Issuer in writing, the Pledgor shall have the right to vote the Pledged Shares.

Section 8. Successors; Assignment. The terms of this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective corporate successors or heirs and personal representatives who obtain such rights solely by operation of law. The Collateral Trustee may assign its rights hereunder only with the express written consent of the Issuer and by sending written notice of such assignment to the Pledgor.

Section 9. Indemnification of Issuer. (a) The Pledgor and the Collateral Trustee hereby agree that the Issuer is released from any and all liabilities to the Pledgor and the Collateral Trustee arising from the terms of this Agreement and the compliance of the Issuer with the terms hereof, except to the extent that such liabilities arise from the Issuer’s gross negligence, willful misconduct or breach of its obligations hereunder and (b) the Pledgor, its successors and assigns shall at all times indemnify and save harmless the Issuer from and against any and all claims, actions and suits of others arising out of the terms of this Agreement or the compliance of the Issuer with the terms hereof, except to the extent that such arises from the Issuer’s gross negligence, willful misconduct or

breach of its obligations hereunder, and from and against any and all liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character arising by reason of the same, until the termination of this Agreement.

Section 10. Notices. Any notice, request or other communication required or permitted to be given under this Agreement shall be in writing and deemed to have been properly given when delivered in person, or when sent by telecopy or other electronic means and electronic confirmation of error free receipt is received or two (2) days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed to the party at the address set forth below.

Section 11. Termination. The obligations of the Issuer to the Collateral Trustee pursuant to this Agreement shall continue in effect until the security interests of the Collateral Trustee in the Pledged Shares have been terminated pursuant to the terms of the Security Agreement and the Collateral Trustee has notified the Issuer of such termination in writing. The Collateral Trustee agrees to provide Notice of Termination in substantially the form of Exhibit A hereto to the Issuer upon the request of the Pledgor on or after the termination of the Collateral Trustee’s security interest in the Pledged Shares pursuant to the terms of the Security Agreement. The termination of this Agreement shall not terminate the Pledged Shares or alter the obligations of the Issuer to the Pledgor pursuant to any other agreement with respect to the Pledged Shares.

Section 12. Counterparts. This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing and delivering one or more counterparts.

Section 13. Concerning the Collateral Trustee. Wilmington Trust, National Association is entering into this Agreement solely in its capacity as Collateral Trustee and not in its individual or corporate capacity. The rights, privileges and immunities of the Collateral Trustee pursuant to the Security Agreement and the Collateral Trust Agreement (as defined in the Security Agreement), shall be incorporated as though fully set forth herein.


[NAME OF PLEDGOR],
as Pledgor

By:
Name:
Title:

WILMINGTON TRUST, NATIONAL ASSOCIATION, solely in its capacity as Collateral Trustee

By:
Name:
Title:

[NAME OF ISSUER], as Issuer

By:
Name:
Title:

You are hereby notified that the Uncertificated Securities Control Agreement between you, [Name of Pledgor] (the “Pledgor”) and the undersigned (a copy of which is attached) is terminated and you have no further obligations to the undersigned pursuant to such Agreement. Notwithstanding any previous instructions to you, you are hereby instructed to accept all future directions with respect to Pledged Shares (as defined in the Uncertificated Securities Control Agreement) from the Pledgor. This notice terminates any obligations you may have to the undersigned with respect to the Pledged Shares, however nothing contained in this notice shall alter any obligations which you may otherwise owe to the Pledgor pursuant to any other agreement.

You are instructed to deliver a copy of this notice by facsimile transmission to the Pledgor.

This Securities Account Control Agreement dated as of [ ], 20[ ] (this “Agreement”) among [ ] (the “Debtor”), Wilmington Trust, National Association, solely in its capacity as collateral trustee for the Secured Parties (together with its successors and assigns, the “Collateral Trustee”) and [ ], in its capacity as a “securities intermediary” as defined in Section 8-102 of the UCC (in such capacity, the “Securities Intermediary”). Capitalized terms used but not defined herein shall have the meaning assigned thereto in the Second Lien Pledge and Security Agreement, dated as of January 11, 2016, among the Debtor, the other Grantors party thereto and the Collateral Trustee (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”). All references herein to the “UCC” shall mean the Uniform Commercial Code as in effect in the State of New York.

Section 1. Establishment of Securities Account. The Securities Intermediary hereby confirms and agrees that:

(a) The Securities Intermediary has established account number [IDENTIFY ACCOUNT NUMBER] in the name “[IDENTIFY EXACT TITLE OF ACCOUNT]” (such account and any successor account, the “Securities Account”) and the Securities Intermediary shall not change the name or account number of the Securities Account without the prior written consent of the Collateral Trustee;

(b) All securities or other property underlying any financial assets credited to the Securities Account shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any financial asset credited to the Securities Account be registered in the name of the Debtor, payable to the order of the Debtor or specially indorsed to the Debtor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank;

(c) All property delivered to the Securities Intermediary pursuant to the Security Agreement will be promptly credited to the Securities Account; and

(d) The Securities Account is a “securities account” within the meaning of Section 8-501 of the UCC.

Section 2. “Financial Assets” Election. The Securities Intermediary hereby agrees that each item of property (including, without limitation, any investment property, financial asset, security, instrument, general intangible or cash) credited to the Securities Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC.

Section 3. Control of the Securities Account. If at any time the Securities Intermediary shall receive any order from the Collateral Trustee directing transfer or redemption of any financial asset relating to the Securities Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Debtor or any other person. If the Debtor is otherwise entitled to issue entitlement orders and such orders conflict with any entitlement order issued by the Collateral Trustee, the Securities Intermediary shall follow the orders issued by the Collateral Trustee.

Section 4. Subordination of Lien; Waiver of Set-Off. In the event that the Securities Intermediary has or subsequently obtains by agreement, by operation of law or otherwise a security interest in the Securities Account or any security entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Collateral Trustee. The financial assets and other items deposited to the Securities Account will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any person other than the Collateral Trustee (except that the Securities Intermediary may set off (i) all amounts due to the Securities Intermediary in respect of customary fees and expenses for the routine maintenance and operation of the Securities Account and (ii) the face amount of any checks which have been credited to such Securities Account but are subsequently returned unpaid because of uncollected or insufficient funds).

Section 5. Choice of Law. This Agreement and the Securities Account shall each be governed by the laws of the State of New York. Regardless of any provision in any other agreement, for purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction (within the meaning of Section 8-110 of the UCC) and the Securities Account (as well as the securities entitlements related thereto) shall be governed by the laws of the State of New York.

(a) Subject to Section 6(d), in the event of any conflict between this Agreement (or any portion thereof) and any other agreement now existing or hereafter entered into, the terms of this Agreement shall prevail;

(b) No amendment or modification of this Agreement or waiver of any right hereunder shall be binding on any party hereto unless it is in writing and is signed by all of the parties hereto;

(i) There are no other control agreements entered into between the Securities Intermediary and the Debtor with respect to the Securities Account;

(ii) It has not entered into, and until the termination of this Agreement, will not enter into, any agreement with any other person relating to the Securities Account and/or any financial assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the UCC) of such other person; and

(iii) It has not entered into, and until the termination of this Agreement, will not enter into, any agreement with the Debtor or the Collateral Trustee purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 3 hereof; and

(d) Notwithstanding anything herein to the contrary, the exercise of any right or remedy by the Collateral Trustee hereunder with respect to the lien and security interest granted to the Collateral Trustee pursuant to this Agreement is subject to the provisions of the Intercreditor Agreement and the Collateral Trust Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement with respect to the exercise of rights and remedies or the priority of the security interests granted to the Collateral Trustee herein, the terms of the Intercreditor Agreement shall govern and control. In the event of any conflict between the terms of the Collateral Trust Agreement and this Agreement with respect to the exercise of rights and remedies of the security interests granted to the Collateral Trustee herein, the terms of the Collateral Trust Agreement shall govern and control.

Section 7. Adverse Claims. Except for the claims and interest of the Collateral Trustee and of the Debtor in the Securities Account, the Securities Intermediary does not know of any claim to, or interest in, the Securities Account or in any “financial asset” (as defined in Section 8-102(a) of the UCC) credited thereto. If any person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) (other than as indicated in the preceding sentence) against the Securities Account or in any financial asset carried therein, the Securities Intermediary will promptly notify the Collateral Trustee and the Debtor thereof.

Section 8. Maintenance of Securities Account. In addition to, and not in lieu of, the obligation of the Securities Intermediary to honor entitlement orders as agreed in Section 3 hereof, the Securities Intermediary agrees to maintain the Securities Account as follows:

(a) Notice of Sole Control. If at any time the Collateral Trustee delivers to the Securities Intermediary a Notice of Sole Control in substantially the form set forth in Exhibit A hereto, the Securities Intermediary agrees that after receipt of such notice, it will take all instruction with respect to the Securities Account solely from the Collateral Trustee. The parties hereto agree that prior to the delivery of such Notice of Sole Control, the Debtor shall have the right to write checks against, and make withdrawals and transfers of amounts from, the Securities Account.

(b) Voting and Other Rights. Until such time as the Securities Intermediary receives a Notice of Sole Control pursuant to subsection (a) of this Section 8, the Debtor shall direct the Securities Intermediary with respect to the voting of any financial assets credited to the Securities Account and with respect to all other matters pertaining to the Securities Account except as may be otherwise limited herein.

(c) Permitted Investments. Until such time as the Securities Intermediary receives a Notice of Sole Control signed by the Collateral Trustee, the Debtor shall direct the Securities Intermediary with respect to the selection of investments to be made for the Securities Account; provided, however, that the Securities Intermediary shall not honor any instruction to purchase any investments other than investments of a type described on Exhibit B hereto.

(d) Statements and Confirmations. The Securities Intermediary will promptly send copies of all statements, confirmations and other correspondence concerning the Securities Account and/or any financial assets credited thereto simultaneously to each of the Debtor and the Collateral Trustee at the address for each set forth in Section 12 of this Agreement.

(e) Tax Reporting. All items of income, gain, expense and loss recognized in the Securities Account shall be reported to the Internal Revenue Service and all state and local taxing authorities under the name and taxpayer identification number of the Debtor.

Section 9. Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby makes the following representations, warranties and covenants:

(a) The Securities Account has been established as set forth in Section 1 above and such Securities Account will be maintained in the manner set forth herein until termination of this Agreement; and

(b) This Agreement is the valid and legally binding obligation of the Securities Intermediary.

Section 10 Indemnification of Securities Intermediary. (a) The Debtor and the Collateral Trustee hereby agree that the Securities Intermediary is released from any and all liabilities to the Debtor and the Collateral Trustee arising from the terms of this Agreement and the compliance of the Securities Intermediary with the terms hereof, except to the extent that such liabilities arise from the Securities Intermediary’s gross negligence or willful misconduct and (b) the Debtor, its successors and assigns shall at all times indemnify and save harmless the Securities Intermediary from and against any and all claims, actions and suits of others arising out of the terms of this Agreement or the compliance of the Securities Intermediary with the terms hereof, except to the extent that such arises from the Securities Intermediary’s gross negligence or willful misconduct, and from and against any and all liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character arising by reason of the same, until the termination of this Agreement.

Section 11. Successors; Assignment. The terms of this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective corporate successors or heirs and personal representatives who obtain such rights solely by operation of law. The Collateral Trustee may assign its rights hereunder only with the express written consent of the Securities Intermediary and by sending written notice of such assignment to the Debtor.

Section 12. Notices. Any notice, request or other communication required or permitted to be given under this Agreement shall be in writing and deemed to have been properly given when delivered in person, or when sent by telecopy or other electronic means and electronic confirmation of error free receipt is received or two (2) days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed to the party at the address set forth below.

Section 13. Termination. The obligations of the Securities Intermediary to the Collateral Trustee pursuant to this Agreement shall continue in effect until the security interest of the Collateral Trustee in the Securities Account has been terminated pursuant to the terms of the Security Agreement and the Collateral Trustee has notified the Securities Intermediary of such termination in writing. The Collateral Trustee agrees to provide Notice of Termination in substantially the form of Exhibit C hereto to the Securities Intermediary upon the request of the Debtor on or after the termination of the Collateral Trustee’s security interest in the Securities Account pursuant to the terms of the Security Agreement. The termination of this Agreement shall not terminate the Securities Account or alter the obligations of the Securities Intermediary to the Debtor pursuant to any other agreement with respect to the Securities Account.

Section 14. Counterparts. This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing and delivering one or more counterparts.

Section 15. Concerning the Collateral Trustee. Wilmington Trust, National Association is entering into this Agreement solely in its capacity as Collateral Trustee and not in its individual or corporate capacity. The rights, privileges and immunities of the Collateral Trustee pursuant to the Security Agreement and the Collateral Trust Agreement (as defined in the Security Agreement), shall be incorporated as though fully set forth herein.

IN WITNESS WHEREOF, the parties hereto have caused this Securities Account Control Agreement to be executed as of the date first above written by their respective officers thereunto duly authorized.


[DEBTOR],
as Debtor

By:
Name:
Title:

WILMINGTON TRUST, NATIONAL ASSOCIATION, solely in its capacity as Collateral Trustee

By:
Name:
Title:

[NAME OF SECURITIES INTERMEDIARY], as Securities Intermediary

By:
Name:
Title:

As referenced in the Securities Account Control Agreement dated as of [ ], 20[ ] among [Name of Debtor] (the “Debtor”), you and the undersigned (a copy of which is attached), we hereby give you notice of our sole control over securities account number [ ] (the “Securities Account”) and all financial assets credited thereto. You are hereby instructed not to accept any direction, instructions or entitlement orders with respect to the Securities Account or the financial assets credited thereto from any person other than the undersigned, unless otherwise ordered by a court of competent jurisdiction.

You are instructed to deliver a copy of this notice by facsimile transmission to the Debtor.

You are hereby notified that the Securities Account Control Agreement dated as of [ ], 20[ ] among you, [Name of Debtor] (the “Debtor”) and the undersigned (a copy of which is attached) is terminated and you have no further obligations to the undersigned pursuant to such Agreement. Notwithstanding any previous instructions to you, you are hereby instructed to accept all future directions with respect to account number(s) [ ] from the Debtor. This notice terminates any obligations you may have to the undersigned with respect to such account, however nothing contained in this notice shall alter any obligations which you may otherwise owe to the Debtor pursuant to any other agreement.

You are instructed to deliver a copy of this notice by facsimile transmission to the Debtor.

This Deposit Account Control Agreement dated as of [ ], 20[ ] (this “Agreement”) among [ ] (the “Debtor”), Wilmington Trust, National Association, solely in its capacity as collateral trustee for the Secured Parties (together with its successors and assigns, the “Collateral Trustee”) and [ ], in its capacity as a “bank” as defined in Section 9-102 of the UCC (in such capacity, the “Financial Institution”). Capitalized terms used but not defined herein shall have the meaning assigned thereto in the Second Lien Pledge and Security Agreement, dated as of January 11, 2016, between the Debtor, the other Grantors party thereto and the Collateral Trustee (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”). All references herein to the “UCC” shall mean the Uniform Commercial Code as in effect in the State of New York.

Section 1. Establishment of Deposit Account. The Financial Institution hereby confirms and agrees that:

(a) The Financial Institution has established account number [IDENTIFY ACCOUNT NUMBER] in the name “[IDENTIFY EXACT TITLE OF ACCOUNT]” (such account and any successor account, the “Deposit Account”) and the Financial Institution shall not change the name or account number of the Deposit Account without the prior written consent of the Collateral Trustee and, prior to delivery of a Notice of Sole Control in substantially the form set forth in Exhibit A hereto, the Debtor; and

(b) The Deposit Account is a “deposit account” within the meaning of Section 9-102(a)(29) of the UCC.

Section 2. Control of the Deposit Account. If at any time the Financial Institution shall receive any instructions originated by the Collateral Trustee directing the disposition of funds in the Deposit Account, the Financial Institution shall comply with such instructions without further consent by the Debtor or any other person. The Financial Institution hereby acknowledges that it has received notice of the security interest of the Collateral Trustee in the Deposit Account and hereby acknowledges and consents to such lien. If the Debtor is otherwise entitled to issue instructions and such instructions conflict with any instructions issued the Collateral Trustee, the Financial Institution shall follow the instructions issued by the Collateral Trustee.

Section 3. Subordination of Lien; Waiver of Set-Off. In the event that the Financial Institution has or subsequently obtains by agreement, by operation of law or otherwise a security interest in the Deposit Account or any funds credited thereto, the Financial Institution hereby agrees that such security interest shall be subordinate to the security interest of the Collateral Trustee. Money and other items credited to the Deposit Account will not be subject to deduction, set-off, banker’s lien, or any other right in favor

of any person other than the Collateral Trustee (except that the Financial Institution may set off (i) all amounts due to the Financial Institution in respect of customary fees and expenses for the routine maintenance and operation of the Deposit Account and (ii) the face amount of any checks which have been credited to such Deposit Account but are subsequently returned unpaid because of uncollected or insufficient funds).

Section 4. Choice of Law. This Agreement and the Deposit Account shall each be governed by the laws of the State of New York. Regardless of any provision in any other agreement, for purposes of the UCC, New York shall be deemed to be the Financial Institution’s jurisdiction (within the meaning of Section 9-304 of the UCC) and the Deposit Account shall be governed by the laws of the State of New York.

(a) Subject to Section 5(d), in the event of any conflict between this Agreement (or any portion thereof) and any other agreement now existing or hereafter entered into, the terms of this Agreement shall prevail;

(b) No amendment or modification of this Agreement or waiver of any right hereunder shall be binding on any party hereto unless it is in writing and is signed by all of the parties hereto;

(i) There are no other agreements entered into between the Financial Institution and the Debtor with respect to the Deposit Account [other than ]; and

(ii) It has not entered into, and until the termination of this Agreement, will not enter into, any agreement with any other person relating the Deposit Account and/or any funds credited thereto pursuant to which it has agreed to comply with instructions originated by such persons as contemplated by Section 9-104 of the UCC; and

Section 6. Adverse Claims. The Financial Institution does not know of any liens, claims or encumbrances relating to the Deposit Account. If any person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Deposit Account, the Financial Institution will promptly notify the Collateral Trustee and the Debtor thereof.

Section 7. Maintenance of Deposit Account. In addition to, and not in lieu of, the obligation of the Financial Institution to honor instructions as set forth in Section 2 hereof, the Financial Institution agrees to maintain the Deposit Account as follows:

(a) Notice of Sole Control. If at any time the Collateral Trustee delivers to the Financial Institution a Notice of Sole Control in substantially the form set forth in Exhibit A hereto, the Financial Institution agrees that after receipt of such notice, it will take all instruction with respect to the Deposit Account solely from the Collateral Trustee. The parties hereto agree that prior to the delivery of such Notice of Sole Control, the Debtor shall have the right to write checks against, and make withdrawals and transfers of amounts from, the Deposit Account.

(b) Statements and Confirmations. The Financial Institution will promptly send copies of all statements, confirmations and other correspondence concerning the Deposit Account simultaneously to each of the Debtor and the Collateral Trustee at the address for each set forth in Section 11 of this Agreement; and

(c) Tax Reporting. All interest, if any, relating to the Deposit Account, shall be reported to the Internal Revenue Service and all state and local taxing authorities under the name and taxpayer identification number of the Debtor.

(d) Prior to Notice of Sole Control. Until such time as the Financial Institution receives a Notice of Sole Control pursuant to subsection (a) of this Section 7, the Debtor may operate and transact business through the Deposit Account in its normal fashion, including making withdrawals from the Deposit Account.

Section 8. Representations, Warranties and Covenants of the Financial Institution. The Financial Institution hereby makes the following representations, warranties and covenants:

(a) The Deposit Account has been established as set forth in Section 1 and such Deposit Account will be maintained in the manner set forth herein until termination of this Agreement; and

(b) This Agreement is the valid and legally binding obligation of the Financial Institution.

Section 9. Indemnification of Financial Institution. (a) The Debtor and the Collateral Trustee hereby agree that the Financial Institution is released from any and all liabilities to the Debtor and the Collateral Trustee arising from the terms of this Agreement and the compliance of the Financial Institution with the terms hereof, except to the extent that such liabilities arise from the Financial Institution’s gross negligence or willful misconduct and (b) the Debtor, its successors and assigns shall at all times

indemnify and save harmless the Financial Institution from and against any and all claims, actions and suits of others arising out of the terms of this Agreement or the compliance of the Financial Institution with the terms hereof, except to the extent that such arises from the Financial Institution’s gross negligence or willful misconduct, and from and against any and all liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character arising by reason of the same, until the termination of this Agreement.

Section 10. Successors; Assignment. The terms of this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective corporate successors or heirs and personal representatives who obtain such rights solely by operation of law. The Collateral Trustee may assign its rights hereunder only with the express written consent of the Financial Institution and by sending written notice of such assignment to the Debtor.

Section 11 Notices. Any notice, request or other communication required or permitted to be given under this Agreement shall be in writing and deemed to have been properly given when delivered in person, or when sent by telecopy or other electronic means and electronic confirmation of error free receipt is received or two (2) days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed to the party at the address set forth below.

Section 12. Termination. The obligations of the Financial Institution to the Collateral Trustee pursuant to this Agreement shall continue in effect until the security interest of the Collateral Trustee in the Deposit Account has been terminated pursuant to the terms of the Security Agreement and the Collateral Trustee has notified the Financial Institution of such termination in writing. The Collateral Trustee agrees to provide Notice of Termination in substantially the form of Exhibit A hereto to the Financial Institution upon the request of the Debtor on or after the termination of the Collateral Trustee’s security interest in the Deposit Account pursuant to the terms of the Security

Agreement. The termination of this Agreement shall not terminate the Deposit Account or alter the obligations of the Financial Institution to the Debtor pursuant to any other agreement with respect to the Deposit Account.

Section 13. Counterparts. This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing and delivering one or more counterparts.

Section 14. Concerning the Collateral Trustee. Wilmington Trust, National Association is entering into this Agreement solely in its capacity as Collateral Trustee and not in its individual or corporate capacity. The rights, privileges and immunities of the Collateral Trustee pursuant to the Security Agreement and the Collateral Trust Agreement (as defined in the Security Agreement), shall be incorporated as though fully set forth herein.

IN WITNESS WHEREOF, the parties hereto have caused this Deposit Account Control Agreement to be executed as of the date first above written by their respective officers thereunto duly authorized.


[DEBTOR],
as Debtor

By:
Name:
Title:

WILMINGTON TRUST, NATIONAL ASSOCIATION, solely in its capacity as Collateral Trustee

By:
Name:
Title:

[NAME OF FINANCIAL INSTITUTION], as Financial Institution

By:
Name:
Title:

As referenced in the Deposit Account Control Agreement dated as of [ ], 20[ ] among [Name of Debtor] (the “Debtor”), you and the undersigned (a copy of which is attached), we hereby give you notice of our sole control over deposit account number [ ] (the “Deposit Account”) and all financial assets credited thereto. You are hereby instructed not to accept any direction, instructions or entitlement orders with respect to the Deposit Account or the financial assets credited thereto from any person other than the undersigned, unless otherwise ordered by a court of competent jurisdiction.

You are instructed to deliver a copy of this notice by facsimile transmission to the Debtor.

You are hereby notified that the Deposit Account Control Agreement dated as of [ ], 20[ ] among [Name of Debtor] (the “Debtor”), you and the undersigned (a copy of which is attached) is terminated and you have no further obligations to the undersigned pursuant to such Deposit Account Control Agreement. Notwithstanding any previous instructions to you, you are hereby instructed to accept all future directions with respect to account number(s) [ ] from the Debtor. This notice terminates any obligations you may have to the undersigned with respect to such account, however nothing contained in this notice shall alter any obligations which you may otherwise owe to the Debtor pursuant to any other agreement.

You are instructed to deliver a copy of this notice by facsimile transmission to the Debtor.

This SECOND LIEN TRADEMARK SECURITY AGREEMENT, dated as of [ ], 20[ ] (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by the entities identified as grantors on the signature pages hereto (collectively, the “Grantors”) in favor of Wilmington Trust, National Association, as collateral trustee for the Secured Parties (in such capacity, together with its successors and permitted assigns, the “Collateral Trustee”).

WHEREAS, the Grantors are party to a Second Lien Pledge and Security Agreement dated as of January 11, 2016 (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Pledge and Security Agreement”) between each of the Grantors and the other grantors party thereto and the Collateral Trustee pursuant to which the Grantors granted a security interest to the Collateral Trustee in the Trademark Collateral (as defined below) and are required to execute and deliver this Agreement.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Grantors hereby agree with the Collateral Trustee as follows:

Unless otherwise defined herein, terms defined in the Pledge and Security Agreement and used herein have the meaning given to them in the Pledge and Security Agreement.

SECTION 2.1 Grant of Security. Each Grantor hereby grants to the Collateral Trustee, for the benefit of the Secured Parties, a security interest in and continuing lien on all of such Grantor’s right, title and interest in, to and under the following, in each case whether now or hereafter existing or in which such Grantor now has or hereafter acquires an interest and wherever the same may be located (collectively, the “Trademark Collateral”):

all United States, and foreign trademarks, trade names, trade dress, corporate names, company names, business names, fictitious business names, Internet domain names, service marks, certification marks, collective marks, logos, other source or business identifiers, designs and general intangibles of a like nature, whether or not registered, and with respect to any and all of the foregoing: (i) all

registrations and applications therefor including, without limitation, the registrations and applications listed in Schedule A attached hereto (as such schedule may be amended or supplemented from time to time), (ii) all extensions or renewals of any of the foregoing, (iii) all of the goodwill of the business connected with the use of and symbolized by any of the foregoing, (iv) the right to sue or otherwise recover for any past, present and future infringement, dilution or other violation of any of the foregoing or for any injury to the related goodwill, (v) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages, and proceeds of suit now or hereafter due and/or payable with respect thereto, and (vi) all other rights of any kind accruing thereunder or pertaining thereto throughout the world.

SECTION 2.2 Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the Trademark Collateral include or the security interest granted under Section 2.1 hereof attach to any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Lanham Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Lanham Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law.

The security interest granted pursuant to this Agreement is granted in conjunction with the security interest granted to the Collateral Trustee for the Secured Parties pursuant to the Pledge and Security Agreement, and the Grantors hereby acknowledge and affirm that the rights and remedies of the Collateral Trustee with respect to the security interest in the Trademark Collateral made and granted hereby are more fully set forth in the Pledge and Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Agreement is deemed to conflict with the Pledge and Security Agreement, the provisions of the Pledge and Security Agreement shall control.

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 LAW RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY INTEREST).

This Agreement may be executed in 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.

Wilmington Trust, National Association is entering into this Agreement solely in its capacity as Collateral Trustee and not in its individual or corporate capacity. The rights, privileges and immunities of the Collateral Trustee pursuant to the Security Agreement and the Collateral Trust Agreement (as defined in the Security Agreement), shall be incorporated as though fully set forth herein.

IN WITNESS WHEREOF, each Grantor has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

This SECOND LIEN PATENT SECURITY AGREEMENT, dated as of [ ], 20[ ] (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by the entities identified as grantors on the signature pages hereto (collectively, the “Grantors”) in favor of Wilmington Trust, National Association, solely in its capacity as collateral trustee for the Secured Parties (in such capacity, together with its successors and permitted assigns, the “Collateral Trustee”).

WHEREAS, the Grantors are party to a Second Lien Pledge and Security Agreement dated as of January 11, 2016 (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Pledge and Security Agreement”) between each of the Grantors and the other grantors party thereto and the Collateral Trustee pursuant to which the Grantors granted a security interest to the Collateral Trustee in the Patent Collateral (as defined below) and are required to execute and deliver this Agreement.

Unless otherwise defined herein, terms defined in the Pledge and Security Agreement and used herein have the meaning given to them in the Pledge and Security Agreement.

Each Grantor hereby grants to the Collateral Trustee, for the benefit of the Secured Parties, a security interest in and continuing lien on all of such Grantor’s right, title and interest in, to and under the following, in each case whether now or hereafter existing or in which such Grantor now has or hereafter acquires an interest and wherever the same may be located (collectively, the “Patent Collateral”):

all United States and foreign patents and certificates of invention, or similar industrial property rights, and applications for any of the foregoing, including, but not limited to: (i) each patent and patent application listed in Schedule A attached hereto (as such schedule may be amended or supplemented from time to time), (ii) all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and reexaminations thereof, (iii) all patentable inventions and improvements thereto, (iv) the right to sue or otherwise recover for any past, present and future infringement or other violation thereof, (v) all Proceeds of the foregoing,

including, without limitation, license fees, royalties, income, payments, claims, damages, and proceeds of suit now or hereafter due and/or payable with respect thereto, and (vi) all other rights of any kind accruing thereunder or pertaining thereto throughout the world.

The security interest granted pursuant to this Agreement is granted in conjunction with the security interest granted to the Collateral Trustee for the Secured Parties pursuant to the Pledge and Security Agreement, and the Grantors hereby acknowledge and affirm that the rights and remedies of the Collateral Trustee with respect to the security interest in the Patent Collateral made and granted hereby are more fully set forth in the Pledge and Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Agreement is deemed to conflict with the Pledge and Security Agreement, the provisions of the Pledge and Security Agreement shall control.

IN WITNESS WHEREOF, each Grantor has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

This SECOND LIEN COPYRIGHT SECURITY AGREEMENT, dated as of [ ], 20[ ] (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by the entities identified as grantors on the signature pages hereto (collectively, the “Grantors”) in favor of Wilmington Trust, National Association, as collateral trustee for the Secured Parties (in such capacity, together with its successors and permitted assigns, the “Collateral Trustee”).

WHEREAS, the Grantors are party to a Second Lien Pledge and Security Agreement dated as of January 11, 2016 (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Pledge and Security Agreement”) between each of the Grantors and the other grantors party thereto and the Collateral Trustee pursuant to which the Grantors granted a security interest to the Collateral Trustee in the Copyright Collateral (as defined below) and are required to execute and deliver this Agreement.

Unless otherwise defined herein, terms defined in the Pledge and Security Agreement and used herein have the meaning given to them in the Pledge and Security Agreement.

all United States, and foreign copyrights (whether or not the underlying works of authorship have been published), including copyrights in software and all rights in and to databases, all designs (including industrial designs, Protected Designs within the meaning of 17 U.S.C. §§ 1301 et seq., and community designs), and all Mask Works (as defined under 17 U.S.C. § 901), whether registered or unregistered, as well as all moral

rights, reversionary interests, and termination rights, and, with respect to any and all of the foregoing: (i) all registrations and applications therefor including the registrations and applications listed in Schedule A attached hereto (as such schedule may be amended or supplemented from time to time), (ii) all extensions and renewals thereof, (iii) the right to sue or otherwise recover for any past, present and future infringement or other violation thereof, (iv) all Proceeds of the foregoing, including license fees, royalties, income, payments, claims, damages and proceeds of suit now or hereafter due and/or payable with respect thereto, and (v) all other rights of any kind accruing thereunder or pertaining thereto throughout the world.

The security interest granted pursuant to this Agreement is granted in conjunction with the security interest granted to the Collateral Trustee for the Secured Parties pursuant to the Pledge and Security Agreement, and the Grantors hereby acknowledge and affirm that the rights and remedies of the Collateral Trustee with respect to the security interest in the Copyright Collateral made and granted hereby are more fully set forth in the Pledge and Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Agreement is deemed to conflict with the Pledge and Security Agreement, the provisions of the Pledge and Security Agreement shall control.

OTHER LAW (OTHER THAN ANY MANDATORY PROVISIONS OF LAW RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY INTEREST).

IN WITNESS WHEREOF, each Grantor has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

THIS AMENDMENT NO. 9 TO CREDIT AGREEMENT (this “Amendment”) is dated as of January 11, 2016 and is entered into among SUNEDISON, INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto and the Lenders party hereto, and is acknowledged by the Administrative Agent, and is made with reference to that certain Credit Agreement dated as of February 28, 2014 (as amended through the date hereof, the “Credit Agreement”) among the Borrower, the Lenders, the Administrative Agent and the other Agents named therein. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.

WHEREAS, the Loan Parties have requested that the Required Lenders agree to amend certain provisions of the Credit Agreement as provided for herein; and

WHEREAS, the Required Lenders are willing to agree to amend the provisions of the Credit Agreement as set forth herein, upon terms and subject to conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

The Credit Agreement is hereby amended as follows (with the deletions of the stricken text (if any) indicated in the same manner as the following example: ~~stricken text~~ and with the insertions of additional text (if any) indicated in the same manner as the following example: bold and italics text in the cases of amendments that restate or replace provisions, phrases or other text):

A. The following defined terms in Section 1.01 of the Credit Agreement are deleted: “Apollo Related Agreements”, “First Wind Credit Facility”, “First Wind Subs”, “LAP”, “LAP Acquisition”, “LAP Acquisition Agreements”, “LAP Ancillary Purchases”, “LAP Related Agreements”, “LAP Subs”, “Margin Loan Pledged Equity”, “Margin Loan SPV”, “Net Joint Venture Investment Amount”, “Permitted Borrower Warehouse Agreements”, “Permitted Margin Loan Financing”, “Permitted Warehouse Development Agreement”, “Related Agreements”, “Warehouse Borrower”, “Warehouse Facility”, “Warehouse Holdings”, “Warehouse Project Company”, “Warehouse Projects”, “YieldCo II Intermediate Credit Agreement”, “YieldCo Holdings” and “YieldCo II Holdings”.

B. Each instance in the Credit Agreement of the following phrases is deleted in its entirety: “and the LAP Subs”, “or a LAP Sub”, “and a LAP Sub”, “and a LAP Sub’s”, “YieldCo Holdings” and “YieldCo II Holdings”.

C. Each instance in the Credit Agreement of (i) the phrase “LAP Intercreditor Agreement” is replaced with the phrase “Second Lien Intercreditor Agreement”; (ii) of the phrase “LAP Refinancing Debt” is replaced with the phrase “Second Lien Refinancing Debt”; (iii) of the phrase “LAP Second Lien Agent” is replaced with the phrase “Second Lien Agent”; (iv) of the phrase “LAP Second Lien Credit Agreement” is replaced with the phrase “Second Lien Credit Agreement”; (v) of the phrase “LAP Second Lien Credit Documents” is replaced with the phrase “Second Lien Documents”; and (vi) of the phrase “LAP Second Lien Loan Obligations” is replaced with the phrase “Second Lien Obligations”. Section 1.01 of the Credit Agreement is hereby amended to reflect corresponding changes to the alphabetical order of such defined terms.

D. Clause (II) of the definition of “Change of Control” in Section 1.01 of the Credit Agreement is amended and restated as follows:

“(II) an occurrence of a “Fundamental Change” under and as defined in the 2018 Convertible Senior Notes Indenture, a “Fundamental Change” under and as defined in the 2021 Convertible Senior Notes Indenture, a “Fundamental Change” under and as defined in the 2020 Convertible Senior Notes Indenture, a “Fundamental Change” under and as defined in the 2022 Convertible Senior Notes Indenture, a “Fundamental Change” under and as defined in the 2023 Convertible Senior Notes Indenture, a “Fundamental Change” under and as defined in the 2025 Convertible Senior Notes Indenture, a “Fundamental Change” (or equivalent) under the applicable indenture governing the Permitted Seller Notes, a “Fundamental Change” (or equivalent) under the Apollo Permitted Seller Notes Indenture, or a “Fundamental Change” (or equivalent) under the applicable document governing the Permitted Mandatory Convertible Preferred, or a “Fundamental Change” under and as defined in the Second Lien Convertible Notes Indenture”.

E. The following definitions in Section 1.01 of the Credit Agreement are amended and restated as follows:

“Cash Collateralize” means to deposit in the Cash Collateral Accounts ~~pledge and deposit with or deliver to the Administrative Agent~~, for the benefit of the L/C Issuer and the Lenders, as applicable, as collateral for the L/C-BA Obligations, cash or deposit account balances pursuant to documentation in form and substance satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby consented to by the Lenders).

“Consolidated EBITDA” means, for any period of measurement thereof, for the Borrower and its Subsidiaries (~~other than the First Wind Subs and the LAP Subs~~) on a consolidated basis, an amount equal to the Consolidated Net Income of the Borrower and its Subsidiaries (~~other than the First Wind Subs and the LAP Subs~~) for such period plus, without duplication:

(1) provision for taxes based on income or profits of the Borrower and its Subsidiaries ~~(other than the First Wind Subs and the LAP Subs)~~ for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

(2) the following, for such period, to the extent deducted in computing such Consolidated Net Income:

(a) the consolidated interest expense of the Borrower and its Subsidiaries (~~other than the First Wind Subs and the LAP Subs~~) for such period (other than interest expense with respect to Non-Recourse Project Indebtedness), whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with capital lease obligations, imputed interest with respect to Attributable Indebtedness (other than Attributable Indebtedness of any capital lease that constitutes Non-Recourse Project Indebtedness), commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Related Swap Contracts in respect of interest rates; plus

(b) the consolidated interest expense of the Borrower and its Subsidiaries ~~(other than the First Wind Subs and the LAP Subs)~~ (other than interest expense with respect to Non-Recourse Project Indebtedness) that was capitalized during such period; plus

(c) any interest on Indebtedness of another Person that is guaranteed by the Borrower or its Subsidiaries (~~other than the First Wind Subs and the LAP Subs~~) or secured by a Lien on assets of the Borrower or its Subsidiaries (~~other than the First Wind Subs and the LAP Subs~~), whether or not such Guarantee or Lien is called upon; plus

Interests) or to the Borrower or a Subsidiary of the Borrower ~~(other than a First Wind Sub or a LAP Sub)~~, times (ii) a fraction, the numerator of which is one and the denominator of which is one minus the then-current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, determined on a consolidated basis in accordance with GAAP; plus

(3) any foreign currency translation losses (including losses related to currency remeasurements of Indebtedness) of the Borrower and its Subsidiaries ~~(other than the First Wind Subs and the LAP Subs)~~ for such period, to the extent that such losses were taken into account in computing such Consolidated Net Income; plus

(5) depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash charges and expenses (excluding any such non-cash charge or expense to the extent that it represents an accrual of or reserve for cash charges or expenses in any future period or amortization of a prepaid cash charge or expense that was paid in a prior period) of the Borrower and its Subsidiaries ~~(other than the First Wind Subs and the LAP Subs)~~ for such period to the extent that such depreciation, amortization and other non-cash charges or expenses were deducted in computing such Consolidated Net Income; minus

(6) any foreign currency translation gains (including gains related to currency remeasurements of Indebtedness) of the Borrower and its Subsidiaries ~~(other than the First Wind Subs and the LAP Subs)~~ for such period, to the extent that such gains were taken into account in computing such Consolidated Net Income; minus

(7) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business,

in each case, all as determined for the Borrower and its Subsidiaries ~~(other than the First Wind Subs and the LAP Subs)~~ on a consolidated basis in accordance with GAAP; and provided that, notwithstanding anything to the contrary contained herein, the Consolidated EBITDA for any period of measurement thereof shall (x) include the appropriate financial items for any Person or business unit that has been acquired by the Borrower or any of its Subsidiaries ~~(other than the First Wind Subs and the LAP Subs)~~ for any portion of such period prior to the date of such acquisition, and (y) exclude the appropriate financial items for any Person or business unit that has been Disposed of by the Borrower or any of its Subsidiaries (~~other than the First Wind Subs and the LAP Subs)~~, for the portion of such period prior to the date of Disposition.

~~Notwithstanding any of the foregoing to the contrary, for purposes of calculating Consolidated Leverage Ratio for the four-fiscal quarter period ending on:~~

~~(i) December 31, 2014, Consolidated EBITDA shall be equal to Consolidated EBITDA for the fiscal quarter ending on December 31, 2014 multiplied by 4;~~

(ii) March 31, 2015, Consolidated EBITDA shall be equal the sum of (x) Consolidated EBITDA for the fiscal quarter ending on December 31, 2014 multiplied by 3 plus (y) Consolidated EBITDA for the fiscal quarter ending on March 31, 2015; and

(iii) June 30, 2015, Consolidated EBITDA shall be equal the sum of (x) Consolidated EBITDA for the fiscal quarter ending on December 31, 2014 multiplied by 2 plus (y) Consolidated EBITDA for the fiscal quarter ending on March 31, 2015 plus (z) Consolidated EBITDA for the fiscal quarter ending on June 30, 2015.

(1) except as set forth in clause (7) below (but, in any event, without duplication with clause (7)), (A) all extraordinary gains and losses and (B) except, without duplication of amounts included in computing such Consolidated Net Income, for Dispositions of Excluded Assets described in clause (i) of the defined term “Excluded Assets” to the extent such Disposition is in the ordinary course of business, all gains and losses realized in connection with any Disposition made pursuant to Section 7.04 or Section 7.05(g) or the Disposition of securities or and (C) the early extinguishment of Indebtedness, together with any related provision for taxes on any such gain, will be excluded;

(4) the cumulative effect of a change in accounting principles will be excluded;

(5) non-cash charges and expenses associated with equity-based compensation plans will be excluded;

(6) non-cash gains and losses attributable to movement in the mark-to-market valuation of Related Swap Contracts pursuant to Financial Accounting Standards Board Statement No. 133 will be excluded; and

which no 2022 Convertible Senior Note is outstanding, (iv) the date on which the 2020 Convertible Senior Notes mature or, if earlier, the date on which no 2020 Convertible Senior Note is outstanding, (v) the date on which the 2021 Convertible Senior Notes mature or, if earlier, the date on which no 2021 Convertible Senior Note is outstanding, (vi) the date on which the 2018 Convertible Senior Notes mature or, if earlier, the date on which no 2018 Convertible Senior Note is outstanding, (vii) the date on which the Apollo Permitted Seller Notes mature or, if earlier, the date on which no Apollo Permitted Seller Notes are outstanding and, (viii) the date on which the Second Lien Convertible Notes mature, or, if earlier, the date on which no Second Lien Convertible Note is outstanding, and (vix) the Maturity Date. Notwithstanding the preceding sentence, any Equity Interest that would constitute a Disqualified Equity Interest solely because the holders of the Equity Interest have the right to require the Borrower to repurchase such Equity Interest upon the occurrence of a change of control or an asset sale will not constitute a Disqualified Equity Interest if the terms of such Equity Interest provide that the Borrower may not repurchase or redeem any such Equity Interest pursuant to such provisions unless such repurchase or redemption complies with Section 7.06 hereof. The amount of Disqualified Equity Interests deemed to be outstanding at any time for purposes of this Agreement will be the maximum amount that the Borrower and its Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Equity Interests, exclusive of accrued dividends.

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination; provided that none of the 2018 Convertible Senior Notes, the 2021 Convertible Senior Notes, the 2020 Convertible Senior Notes, the 2022 Convertible Senior Notes, the 2023 Convertible Senior Notes, the 2025 Convertible Senior Notes, the Apollo Permitted Seller Notes or, the Second Lien Convertible Notes, Specified Convertible Bond Exchange Refinancing, any Permitted Refinancing Convertible Bond Indebtedness or any Second Lien Convertible Refinancing Debt of the Borrower shall constitute an Equity Interest by virtue of being convertible into capital stock of the Borrower. For the avoidance of doubt, incentive distribution rights are Equity Interests.

damaged, worn-out or obsolete assets (including the abandonment or other Disposition of intellectual property that is, in the reasonable judgment of the Borrower, no longer economically practicable to maintain or useful in the conduct of the business of the Borrower and its Subsidiaries taken as a whole), (iii) inventory (including semiconductor wafers, modules, trackers, inverters and other products that the Borrower and its Subsidiaries manufacture and/or sell in the ordinary course of business), (iv) non-exclusive licenses and sublicenses and licenses and sublicenses with regional exclusivity by the Borrower or any of its Subsidiaries of software or intellectual property or other IP Rights, (v) a transfer of assets between or among the Borrower and its Subsidiaries, (vi) an issuance of Equity Interests by a Subsidiary of the Borrower to the Borrower or to a Subsidiary of the Borrower, (vii) any surrender or waiver of contract rights or settlement, release, recovery on or surrender of contract, tort or other claims in the ordinary course of business; (viii) the granting of Liens not prohibited by Section 7.01, (ix) ~~Equity Interests in SSL TopCo~~[reserved], (x) ~~Equity Interests in YieldCo, YieldCo Intermediate, YieldCo II or YieldCo II Intermediate~~ [reserved], (xi) any assets permitted to be Disposed of by Section 7.02(n), Section 7.05(h)(iii) or Section 7.17, (xii) the contribution or deposit of Specified TERP Common Stock to or with the Seller Note SPV permitted by Section 7.02(u), (xiii) the contribution or other Dispositions permitted by Sections 7.05(j), (k), (l) and (n), (xiv) the Sherman Real Estate, and (xv) Cash or Cash Equivalents ~~and (xvi) the contribution or transfer of Margin Loan Pledged Equity permitted by Section 7.02(w)~~.

“Foregone Margin” means the net income (or loss) in connection with the Disposition or planned Disposition of any Solar Energy System (or any Person owning such Solar Energy System) by the Borrower or any of its Subsidiaries to YieldCo, YieldCo Intermediate, ~~YieldCo Holdings,~~ YieldCo II, YieldCo II Intermediate, ~~YieldCo II Holdings~~ a Warehouse Entity or any of their respective subsidiaries, calculated by (a) multiplying (i) the difference between (x) total revenue (as confirmed by an independent appraisal or third party certification) earned or projected to be earned by Borrower and its Subsidiaries from such Disposition and (y) total projected costs of Borrower and its Subsidiaries to construct such Solar Energy System (as determined by Borrower in good faith) by (ii) the estimated percentage of completion of such Solar Energy System at the time of calculation, and (b) subtracting from such product any Foregone Margin attributable to such Solar Energy System previously included in Consolidated EBITDA. For the avoidance of doubt, Foregone Margin is a non-GAAP calculation.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of capital stock or other securities of another Person, (b) a loan, advance or capital contribution to, ~~Guarantee~~ guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor ~~Guarantees~~ guarantees Indebtedness of such other Person, or (c) the purchase or other acquisition (in one

transaction or a series of related transactions) of assets of another Person that constitute a business unit. For purposes of covenant compliance (other than for purposes of determining the Net Joint Venture Investment Amount), the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment, but deducting therefrom (A) the amount of any repayments or distributions received on account of such Investment by, or the return on or of capital with respect to, such Investment to, the Person making such Investment, and (B) the profit component of any payments received by the Borrower, directly or indirectly, pursuant to a Contractual Obligation entered into in connection with such Investment; provided that (i) “profit component” shall mean Cash in excess of the cost of property sold, licensed, contributed or otherwise transferred, as applicable, by the Borrower, directly or indirectly, pursuant to a Contractual Obligation in connection with such Investment (with non-exclusive licenses with regional exclusivity of IP Rights being deemed to have no cost for purposes of such calculation) and (ii) such profit component shall only be deducted when actually received in Cash by a Loan Party. Neither (i) any Permitted Project Undertakings or any payment pursuant to and in accordance with the terms of Solar Project Contractual Obligations made by the Borrower or a Subsidiary that is in each case party to such Solar Project Contractual Obligation pursuant to which such Person owns, operates, develops or constructs one or more Solar Energy Systems nor (ii) any loan, advance, deposit or capital contribution of common stock of the Borrower shall be deemed to constitute an Investment.

“Immaterial Subsidiary” means, as of any date, any Subsidiary (i) whose total assets, together with the assets of all other Subsidiaries that are Immaterial Subsidiaries, as of that date, are less than $~~100,000,000~~ 75,000,000, and (ii) whose total revenues, together with the revenues of all other Subsidiaries that are Immaterial Subsidiaries, for the most recently ended 12-month period, are less than $~~100,000,000~~ 75,000,000.

“~~LAP~~ Second Lien ~~Credit~~ Documents” means the “~~Loan~~ Second Lien Documents” as defined in the Intercreditor Agreement ~~LAP Second Lien Credit Agreement~~, as amended, amended and restated, refinanced, supplemented or otherwise modified in accordance with this Agreement and the Intercreditor Agreement.

“~~LAP~~ Second Lien ~~Loan~~ Obligations” means the “Second Lien Obligations” as defined in the Intercreditor Agreement ~~LAP Second Lien Credit Agreement~~.

“Liquid Investments” means (a) cash and Cash Equivalents on the balance sheet of the Borrower and its Subsidiaries ~~(other than the First Wind Subs and the LAP Subs)~~, and (b) freely-tradable short-term and long-term Investments of the Borrower and its Subsidiaries ~~(other than the First Wind Subs and the LAP Subs)~~ which are redeemable for cash by the holder thereof in not more than three Business Days, but excluding any Investments in equity securities of any Person or in any fund or investment vehicle that invests in equity securities of any Person.

“Liquidity Amount” means, as of any date of measurement thereof, (A) the aggregate amount (measured at the market value thereof on such date in Dollars, using the applicable Spot Rate on such date with respect to any amounts valued in a currency other than Dollars) of all Liquid Investments on such date, but excluding therefrom any Liquid Investment that is (i) restricted from payment to the Administrative Agent or any Person in satisfaction of the Obligations in any manner, or (ii) otherwise not readily available to the Borrower in cash (including any amounts held by a Subsidiary ~~(other than a First Wind Sub and a LAP Sub)~~ which may not be dividended, loaned or otherwise distributed to the Loan Parties (directly or indirectly) without a prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of such Subsidiary’s ~~(other than a First Wind Sub’s and a LAP Sub’s)~~ charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary ~~(other than a First Wind Sub and a LAP Sub)~~ or its equity holders) plus (B) the amount by which the Aggregate Commitments not in excess of $400,000,000 exceed the Outstanding Amount of the Loans and L/C-BA Obligations on such date (it being understood and agreed that any Liquid Investments that is included in the Liquidity Amount pursuant to and in accordance with the foregoing terms of this definition will not be excluded therefrom solely because it is earmarked as “Cash for Construction Projects” on the books and records of the Borrower).

“Non-Recourse Project Indebtedness” means (A) Indebtedness of a Non-Recourse Subsidiary owed to an ~~unrelated~~ a Person that is not an Affiliate with respect to which the creditor has no recourse (including by virtue of a Lien, Guarantee or otherwise) to the Borrower or any other Loan Party other than recourse (i) to any Equity Interest in such Non-Recourse Subsidiary owned by a Loan Party, (ii) by virtue of rights of such Non-Recourse Subsidiary under a Solar Project Contractual Obligation assigned to such creditor, which rights may be exercised pursuant to such Solar Project Contractual Obligation against the Borrower or any other Loan Party that is in each case party to such Solar Project Contractual Obligation as the owner, operator, developer or construction company of the applicable Solar Energy Systems, (iii) pursuant to Permitted Project Undertakings or Permitted Equity Commitments or (iv) pursuant to Specified Surety Bonds, and (B) Indebtedness of SMP owed to an unrelated Person with respect to which the creditor has no recourse (including by virtue of a Lien, Guarantee or otherwise) to the Borrower or any other Loan Party other than recourse to any Equity Interest in such Non-Recourse Subsidiary owned by a Loan Party ~~and (C) Indebtedness under the First Wind Facility~~. Notwithstanding anything herein to the contrary, “Non-Recourse Project Indebtedness” shall not include any Indebtedness incurred, or the proceeds of which are used, to prepay, redeem, purchase, convert, exchange, defease, acquire or otherwise satisfy any Convertible Senior Notes or Permitted Refinancing Convertible Bond Indebtedness.

(a) any Subsidiary of the Borrower that (i) (w) is SMP, (x) is the owner and/or operator of one or more Solar Energy Systems, (y) is the lessee or borrower in respect of Non-Recourse Project Indebtedness financing one or more Solar Energy Systems, and/or (z) develops or constructs one or more Solar Energy Systems, (ii) has no Subsidiaries and owns no material assets other than those assets necessary for the development or operation of such Solar Energy Systems for which it was formed or, in the case of SMP, owns assets necessary for SMP to engage in the business SMP was formed to engage and (iii) has no Indebtedness other than intercompany Indebtedness to the extent permitted hereunder and Non-Recourse Project Indebtedness, and

(b) any Subsidiary that (i) is the direct or indirect owner of all of the Equity Interests in one or more Persons, each of which meets the qualifications set forth in clause (a) above, (ii) has no Subsidiaries other than Subsidiaries each of which meets the qualifications set forth in clause (a) or clause (b)(i) above, (iii) owns no material assets other than those assets necessary for the development or operation of the Solar Energy Systems or, in the case of SMP, owns assets necessary for SMP to engage in the business SMP was formed to engage for which it or its Subsidiaries was formed and (iv) has no Indebtedness other than intercompany Indebtedness to the extent permitted hereunder and Non-Recourse Project Indebtedness.

Each Subsidiary that is a Non-Recourse Subsidiary on the Closing Date is listed on Schedule 1.01(d).

YieldCo II and YieldCo II Intermediate and each of their subsidiaries (including any Non-Recourse Subsidiary that becomes a subsidiary of YieldCo II and/or YieldCo II Intermediate, at which time such subsidiary shall cease to be a Non-Recourse Subsidiary hereunder and become an Unrestricted Subsidiary), (iv) the Seller Note SPV, (v) any Warehouse Entity Warehouse Holdings and the Warehouse Borrower and each of their subsidiaries (including any Non-Recourse Subsidiary that becomes a Warehouse Project Company and a subsidiary of Warehouse Holdings and/or the Warehouse Borrower, at which time such subsidiary shall cease to be a Non-Recourse Subsidiary hereunder and become an Unrestricted Subsidiary), and (vi) ~~the Margin Loan SPV and (vii)~~ the Apollo Subs (provided, that, upon a one-time irrevocable written notice to the Administrative Agent, the Borrower may elect to have one or more Apollo Subs cease to be deemed “Unrestricted Subsidiaries”; whereupon such Apollo Subs shall become “Subsidiaries” and “Restricted Subsidiaries” for all purposes hereunder (and such election shall constitute the incurrence by such Apollo Subs at the time of such election of any Indebtedness and Liens of such Apollo Subs existing at such time). Each Unrestricted Subsidiary in existence on the Closing Date is listed on Schedule 1.01(c). It is understood and agreed that, notwithstanding anything to the contrary, no Unrestricted Subsidiary may guarantee or otherwise directly or indirectly provide credit support for any Indebtedness of a Loan Party or any Restricted Subsidiary thereof (including, without limitation, the Convertible Senior Notes and the Permitted Refinancing Convertible Bond Indebtedness), and no Unrestricted Subsidiary may guarantee, incur, assume, purchase, exchange, acquire, defease or become an obligor or pledgor of assets with respect to any Convertible Senior Notes or Permitted Refinancing Convertible Bond Indebtedness.

“YieldCo Intermediate” means TerraForm Power, LLC (f/k/a SunEdison Yieldco, LLC), a Delaware limited liability company~~, a subsidiary of the Borrower and the parent company of one or more subsidiaries that own and operate Alternative Fuel Energy Systems~~.

F. Section 1.01 of the Credit Agreement is amended by inserting the following new definitions in their appropriate alphabetical place:

“Cash Collateral Account” means a blocked, non-interest bearing deposit account of the Borrower at the Administrative Agent or other depository bank subject to a control agreement and otherwise established in a manner satisfactory to the Administrative Agent.

“Credit Agreement Performance LC/BA” means a Letter of Credit or Bankers’ Acceptance that secures or supports the performance of bids, trade contracts, solar or alternative energy incentive reservations, utility queue interconnection positions,

interconnection agreements, power purchase agreements, engineering and procurement contracts and operation and maintenance contracts (including covering losses arising from a default in completing such contracts), leases (in each case not constituting debt for borrowed money or guarantees of such debt), statutory obligations, surety and appeal bonds and performance bonds and other obligations (other than payment of money) of a like nature (in each case incurred in the ordinary course of business and not constituting debt for borrowed money or guarantees of such debt). Notwithstanding any of the foregoing to the contrary, in no event shall a Credit Agreement Performance LC/BA include a Letter of Credit or Bankers’ Acceptance that secures or supports (i) obligations of a Person to make capital contributions for Solar Energy Systems under construction or in development or (ii) debt for borrowed money or guarantees of such debt.

“Credit Agreement Non-Performance LC/BA” means a Letter of Credit or Bankers’ Acceptance that is not a Credit Agreement Performance LC/BA.

“Credit Agreement Non-Performance LC/BA Cap” means the lesser of (i) 15% of the Aggregate Commitments then in effect and (ii) $112,500,000.

“Designated Debt-For-Equity Exchange” means an exchange or conversion of any Indebtedness of the Borrower or any of its Subsidiaries solely for or into common Equity Interests in the Borrower.

“Designated IPP Assets” means the Equity Interests held by Silver Ridge Power, LLC, a Delaware limited liability company, and the Equity Interests in, and the assets held by, each of the subsidiaries of Silver Ridge Power, LLC (other than the Equity Interests in, and assets held by, (i) AES Solaire France, SAS, an entity organized under the laws of France, and its subsidiaries, (ii) SRP Italia Holdings, an entity organized under the laws of The Netherlands, and its subsidiaries), (iii) Rogerione Investments Ltd., an entity organized under the laws of Cyprus, and its subsidiaries, and (iv) AES Solar Hellas Energy SA, an entity organized under the laws of Greece and its subsidiaries.

“Existing Second Lien Credit Agreement” means that certain Second Lien Credit Agreement, dated as of August 11, 2015, among the Borrower, Goldman Sachs Bank USA, as administrative agent, and the lenders from time to time party thereto (as amended or otherwise modified prior to the Amendment No. 9 Date).

“Existing Margin Loan Agreement” means that certain Margin Loan Agreement, dated as of January 29, 2015, among SUNE ML 1, LLC, Deutsche Bank AG, London Branch, as administrative agent, and the lenders from time to time party thereto (as amended or otherwise modified prior to the date Amendment No. 9 Date).

“June 30, 2016 Cash Collateral Amount” has the meaning specified in Section 6.20(b)(1).

“March 31, 2016 Cash Collateral Amount” has the meaning specified in Section 6.20(a).

“Other Pari Passu Lien Debt” has the meaning ascribed to such term in the Intercreditor Agreement.

“Other Pari Passu Lien Debt Documents” has the meaning ascribed to such term in the Intercreditor Agreement.

“Second Lien Convertible Refinanced Debt” has the meaning specified in Section 7.03(t).

“Second Lien Convertible Refinancing Debt” has the meaning specified in Section 7.03(t).

“Second Lien Convertible Notes” means the 5.00% guaranteed convertible senior secured notes due July 2, 2018 in an initial aggregate principal amount of $225,000,000 issued by the Borrower on the Amendment No. 9 Date.

“Second Lien Convertible Notes Indenture” means the Indenture, substantially in the form attached as Exhibit XX, with such changes as are reasonably satisfactory to the Administrative Agent, by and between the Borrower and Wilmington Trust, National Association, as Trustee, governing and pursuant to which the Second Lien Convertible Notes are issued.

“Second Lien Convertible Refinanced Debt” has the meaning specified in Section 7.03(a).

“Second Lien Convertible Refinancing Debt” has the meaning specified in Section 7.03(a).

“Second Lien Warrant” means a “Warrant” under (and as defined in) the Second Lien Credit Agreement (as in effect on the Amendment No. 9 Date) issued to a Second Lien Warrant Holder pursuant to Section 6.19 thereof (as is in effect on the Amendment No. 9 Date).

Indebtedness shall be incurred or guaranteed by any Subsidiary of the Borrower (including, for the avoidance of doubt, any Unrestricted Subsidiary), (ii) such refinancing Indebtedness does not amortize, (iii) the maturity of such refinancing Indebtedness shall be no earlier than the maturity of the Second Lien Obligations as in effect on the Amendment No. 9 Date, (iv) the other material terms (taken as a whole) of any such refinancing Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Second Lien Obligations, (v) the interest rate applicable to any such refinancing Indebtedness does not exceed the then applicable market interest rate and (vi) the aggregate outstanding principal amount of all such refinancing Indebtedness does not exceed $500,000,000 at any time.

“Second Lien Warrant Holder” means a “Warrant Holder” under (and as defined in) the Second Lien Credit Agreement (as in effect on the Amendment No. 9 Date).

“Weekly LC/BA Report” means an officer’s certificate executed on behalf of the Borrower by a Responsible Officer attaching and certifying as true and correct (i) a list of each Credit Agreement Performance LC/BA that is outstanding as of the Friday immediately preceding the delivery of such Weekly LC/BA Report (and the undrawn amount of each such outstanding Letter of Credit and the maximum amount of each such outstanding Bankers’ Acceptance, in each case constituting Credit Agreement Performance LC/BAs) and (ii) a list of each Credit Agreement Non-Performance LC/BA that is outstanding as of the Friday described in clause (i) above (and the undrawn amount of each such outstanding Letter of Credit and the maximum amount of each such outstanding Bankers’ Acceptance, in each case constituting Credit Agreement Non-Performance LC/BAs), together with (A) a description of the purpose and nature of each Credit Agreement Non-Performance LC/BA and the obligations supported or secured thereby and (B) for each Letter of Credit with an undrawn amount greater than $25,000,000 and each Bankers’ Acceptance Credit with a maximum amount greater than $25,000,000, (x) a description of the purpose and nature of such Letter of Credit or Bankers’ Acceptance if such Letter of Credit or Bankers’ Acceptance is a Credit Agreement Performance LC/BA and (y) a description of the circumstances that could give rise to a right of the beneficiary of such Letter of Credit or Bankers’ Acceptance to draw or demand payment thereunder, which certificate shall be in a form approved in accordance with Section 6.02(h).

“$650 million Excess Cash Collateral Amount” has the meaning specified in Section 6.20(b)(2).

G. Section 2.03(b)(i) of the Credit Agreement is amended and restated to read in its entirety as follows:

“(i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not later than 1:00 p.m. at least two Business Days (or such later date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing or presentation thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing or presentation thereunder; (G) (1) the purpose and nature of the requested Letter of Credit, (2) the obligations supported or secured thereby, and (3) whether the requested Letter of Credit is a Credit Agreement Performance LC/BA or a Credit Agreement Non-Performance LC/BA; and (H) such other matters as the L/C Issuer may require. Each request by the Borrower for an initial issuance of a Letter of Credit shall be deemed to be a representation and warranty by the Borrower that the Letter of Credit Application for the L/C-BA Credit Extension so requested (x) contains the true and correct description of the purpose and nature of the requested Letter of Credit and of the obligations supported or secured thereby and (y) correctly identifies such Letter of Credit as a Credit Agreement Performance LC/BA or a Credit Agreement Non-Performance LC/BA, as the case may be. If the applicable L/C issuer determines, in its sole and absolute discretion, that a Letter of Credit Application fails to include in sufficient detail the description of the purpose of the requested Letter of Credit or Bankers’ Acceptances to support the characterization of such Letter of Credit or Bankers’ Acceptances as a Credit Agreement Performance LC/BA or a Credit Agreement Non-Performance LC/BA, the L/C Issuer may elect not to issue the requested Letter of Credit or Bankers’ Acceptance in its sole and absolute discretion. Notwithstanding anything herein or otherwise to the contrary, none of the L/C Issuers, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuers shall be liable or responsible to the Borrower, any other Loan Parties or their Subsidiaries, any of the Lenders or any other Person for its election not issue the requested Letter of

Credit or Bankers’ Acceptance as described in the immediately preceding sentence. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the L/C Issuer may require. Additionally, the Borrower shall furnish to the L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent may require.”

H. Section 2.03(c)(v) of the Credit Agreement is amended and restated to read in its entirety as follows:

“(v) Each Lender’s obligation to make Committed Loans or L/C-BA Advances to reimburse the L/C Issuer for amounts drawn under Letters of Credit and payments made on Bankers’ Acceptances, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the L/C Issuer, the Borrower, any Subsidiary or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, (C) whether any Letter of Credit or Bankers’ Acceptance has been correctly identified as a Credit Agreement Performance LC/BA or a Credit Agreement Non-Performance LC/BA, or ~~(C)~~(D) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Committed Loans (other than deemed L/C-BA Borrowings pursuant to Section 2.03(c)(iii)) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02. No such making of an L/C-BA Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit or Bankers’ Acceptance, together with interest as provided herein.”

I. Section 2.05(e) of the Credit Agreement is amended and restated to read in its entirety as follows:

“(e) ~~Subject to last sentence hereof,~~ Nno later than the first Business Day following the date of receipt by the Borrower or any of its Subsidiaries of any Net Asset Sale Proceeds (excluding Net Asset Sale Proceeds from the Apollo TERP Sale), the Borrower shall apply 100% of the Net Asset Sale Proceeds received to make prepayments in accordance with Section 2.05(h); provided, that (i) so long as no Default or Event of Default shall have occurred and be continuing, and (ii) to the extent that aggregate Net Asset Sale Proceeds from the Closing Date through the applicable date of determination do not exceed $100,000,000, the Borrower shall have the option, directly or through one or more of its Subsidiaries, to use such Net Asset Sale Proceeds for permitted acquisitions, Capital Expenditures or otherwise reinvest such Net Asset Sale Proceeds in other assets that are not classified as

current assets, in each case, (x) that are used or useful in the business of the Borrower and its Subsidiaries and (y) that comprise Collateral to the extent such property or asset sold or otherwise Disposed of was Collateral, within one year of receipt of such Net Asset Sale Proceeds (subject to, if the Borrower or the applicable Subsidiary enters into a binding commitment to reinvest such proceeds not later than the end of such one-year period with the good faith expectation that such proceeds will be applied to satisfy such reinvestment commitment within 180 days, an extension for a period of up to an additional 180 days from the end of such one-year period). Notwithstanding any of the foregoing in this clause (e), to the extent the Net Asset Sale Proceeds also constitute Net Debt/Equity Proceeds under (and as defined in) the LAP Second Lien Credit Agreement that are required to be applied to the prepayment of the LAP Second Lien Obligations pursuant to Section 2.05(d) of the LAP Second Lien Credit Agreement, such Net Asset Sale Proceeds shall be first applied to the LAP Second Lien Obligations pursuant to Section 2.05(h) of the LAP Second Lien Credit Agreement and, notwithstanding anything to the contrary, any balance of such Net Asset Sale Proceeds after so applied to the LAP Second Lien Obligations shall not be retained by the Borrower but instead shall be applied to make prepayments pursuant to the foregoing clause (e) and in accordance with Section 2.05(h) hereof).”

J. Section 5.22 of the Credit Agreement is amended and restated to read in its entirety as follows:

“5.22 ~~Apollo Related Agreements~~ Second Lien Documents. The Borrower has delivered to the Administrative Agent complete and correct copies of ~~(i)~~ each ~~LAP Related Agreement~~ Second Lien Document and of all exhibits and schedules thereto in effect as of the Amendment No. 8 9 Date and copies of any material amendment, restatement, supplement or other modification to or waiver of each LAP Related Agreement entered into after the Amendment No. 8 Date and on or prior to the date of the consummation of the LAP Acquisition, and (ii) each Apollo Related Agreement in effect as of the Amendment No. 8 Date and copies of any material amendment, restatement, supplement or other modification to or waiver of each Apollo Related Agreement entered into after the Amendment No. 8 Date and on or prior to the date of the consummation of the Apollo Acquisition.”

K. Article V of the Credit Agreement is further amended by inserting therein new Section 5.23, which shall read in its entirety as follows:

“5.23 Credit Agreement Performance LC/BAs and Non-Performance LC/BAs. The true and correct list of the largest five Letters of Credit and Bankers’ Acceptances outstanding as of the Amendment No. 9 Date (measured, in the case of a Letter of Credit, by the aggregate amount available to be drawn thereunder and, in the case of a Bankers’ Acceptance, by the maximum aggregate amount which may become payable by an L/C Issuers thereunder), in each case together with a true and correct description of the purpose and nature thereof and of the obligations supported or secured thereby and a true and correct description of the circumstances that could give rise to a right of the beneficiary thereof to draw or demand payment thereunder, is set forth on Schedule 5.23 attached hereto.”

L. Section 6.01(a) and (b) of the Credit Agreement are amended and restated to read in their entirety as follows:

(a) as soon as available, but in any event within 90 days after the end of each fiscal year of the Borrower (commencing with the fiscal year ending December 31, 2013), a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, changes in shareholders’ equity, and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit, which financial statements shall include, commencing with the annual financial statement for the fiscal year ending December 31, 2014, any adjustments necessary to eliminate the assets, liabilities and results of operation of Unrestricted Subsidiaries~~, the First Wind Subs and the LAP Subs~~ (which may be in footnote form only) from such consolidated balance sheet and the related consolidated statements of income or operations and cash flows;

(b) as soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (commencing with the fiscal quarter ending March 31, 2014), a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, the related consolidated statements of income or operations for such fiscal quarter and for the portion of the Borrower’s fiscal year then ended, and the related consolidated statements of changes in shareholders’ equity, and cash flows for the portion of the Borrower’s fiscal year then ended, in each case setting forth in comparative form, as applicable, the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes, which financial statements shall include (commencing (i) with respect to SSL TopCo and its subsidiaries, with the first quarterly financial statement to be delivered after the initial public offering of Equity Interest in SSL TopCo, (ii) with respect to YieldCo and its subsidiaries, with the first quarterly financial statement to be delivered after the initial public offering of Equity Interest in YieldCo and (iii) with respect to YieldCo II and its subsidiaries, with the first quarterly financial statement to be delivered after the initial public offering of Equity Interest in YieldCo II) any adjustments necessary to eliminate the assets,

liabilities and results of operation of Unrestricted Subsidiaries~~, the First Wind Subs and the LAP Subs~~ (which may be in footnote form only) from such consolidated balance sheet and the related consolidated statements of income or operations and cash flows;

M. Section 6.02(a) of the Credit Agreement is amended and restated to read in its entirety as follows:

“(a) ~~[reserved]~~ concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b) (commencing with the delivery of the financial statements for the fiscal year ending December 31, 2015), segment financial statements, prepared by management, setting forth by revenue and gross profit during the period covered by such financial statements (in form approved by the Administrative Agent on or prior to the Amendment No. 9 Date) generated by:

(i) sales of Solar Energy Systems and products related thereto and components thereof (including any real property interests associated therewith), Equity Interests in Non-Recourse Subsidiaries, services or accounts receivable or sales of joint venture enterprises in each case related to Solar Energy Systems (including megawatts of renewable power sold);

(ii) operations and maintenance services and asset management services (including megawatts of renewable power under management); and

which shall be attached to, and certified by the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or controller of the Borrower in, the Compliance Certificate.”

“(h) on Tuesday of each week (or if such date is not a Business Day, on the immediately next Business Day) (commencing with February 9, 2016), deliver to the Administrative Agent (to be made available to Lenders) by 5:00 p.m. the Weekly LC/BA Report. If upon review of such Weekly LC/BA Report (i) any Lender reasonably requests further information or documents pertaining to any Letter of Credit or Bankers’ Acceptance listed on the Weekly LC/BA Report (including without limitation any request for documents that govern or evidence obligations supported or secured by a particular Letter of Credit or Bankers’ Acceptance) and the Borrower fails to provide such information or documents to

the reasonable satisfaction of the requesting Lender on or prior to the fifth Business Day following such request, the Letter of Credit or Bankers’ Acceptance that is the subject of such request shall be deemed a Credit Agreement Non-Performance LC/BA and shall be characterized as a Credit Agreement Non-Performance LC/BA in the Weekly LC/BA Report delivered on the following Tuesday and, with respect to any Letter of Credit or Bankers’ Acceptance that has been deemed and recharacterized as a Credit Agreement Non-Performance LC/BA in accordance with the foregoing after June 30, 2016, (A) the Borrower shall deposit by 5:00 p.m. on the date which is three Business Days following such determination in a Cash Collateral Account any additional amounts to Cash Collateralize the amounts by which the amount of such additional Credit Agreement Non-Performance LC/BA, together with the aggregate amount of all other Credit Agreement Non-Performance LC/BAs, exceeds the Credit Agreement Non-Performance LC/BA Cap; provided, that if the Borrower later provides such information or documents and the requesting Lender determines that such Letter of Credit or Bankers’ Acceptance would be correctly deemed and characterized as a Credit Agreement Performance LC/BA, any such additional amounts deposited in a Cash Collateral Account in respect of such Letter of Credit or Bankers’ Acceptance shall be released and returned to the Borrower following a written request therefor by the Borrower to the Administrative Agent and such Letter of Credit or Bankers’ Acceptance may be deemed and characterized as a Credit Agreement Performance LC/BA in each Weekly LC/BA Report subsequent to such determination; or (ii) the Required Lenders determine, in their sole and absolute discretion, based on the information presented in the Weekly LC/BA Report, that any Letter of Credit or Bankers’ Acceptance is incorrectly deemed and characterized as a Credit Agreement Performance LC/BA, such Letter of Credit or Bankers’ Acceptance shall be deemed and characterized as a Credit Agreement Non-Performance LC/BA in each Weekly LC/BA Report subsequent to such determination and, for each such Letter of Credit or Bankers’ Acceptance deemed and recharacterized as a Credit Agreement Non-Performance LC/BA following June 30, 2016, the Borrower shall deposit by 5:00 p.m. on the date which is five Business Days following such determination in a Cash Collateral Account any additional amounts to Cash Collateralize the amounts by which the amount of such additional Credit Agreement Non-Performance LC/BA, together with all the aggregate amount of all other Credit Agreement Non-Performance LC/BAs, exceeds the Credit Agreement Non-Performance LC/BA Cap.

Prior to the delivery of the initial Weekly LC/BA Report on February 9, 2016, Borrower shall deliver to the Administrative Agent no later than 5:00 p.m. on January 22, 2016 (to be made available to the Lenders) a proposed form of Weekly LC/BA Report (for purposes of such proposed form, no information shall be required with respect to any Credit Agreement Non-Performance LC/BAs with a face amount of less than $1,000,000), and each Lender not providing comments to or requesting further information or detail be included in such proposed form of Weekly LC/BA Report prior to 5:00 p.m. on February 5, 2016 shall be deemed to have approved such form, including as to the specificity of any description of purpose of such Letters of Credit and Bankers’ Acceptances and any descriptions of the circumstances that could give rise to a right of the beneficiary of any Credit Agreement Performance LC/BA to draw or demand payment thereunder.”

O. Section 6.04 of the Credit Agreement is amended and restated to read in its entirety as follows:

“6.04 Payment of Obligations. Pay and discharge as the same shall become due and payable, all its obligations and liabilities, including (a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower or such Subsidiary; (b) all lawful claims which, if unpaid, would by law become a Lien upon its property, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower or such Subsidiary; and (c) all Indebtedness, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness; provided, that, in the case of any obligations or liabilities of a Non-Recourse Subsidiary, solely to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect.”

P. Section 6.11 of the Credit Agreement is amended and restated to read in its entirety as follows:

“6.11 Inspection Rights. As to Loan Parties only, permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided, however, that when an Event of Default exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice. Without limiting the generality of this Section 6.11 and in addition hereto, ~~it is understood and agreed that a financial advisor to~~ the Administrative Agent or its counsel may retain, at any time and from time to time, a financial advisor or turnaround consultant (an “Advisor/Consultant”), it being is understood and agreed that such Advisor/Consultant is a representative or an independent contractor of the Administrative Agent for all purposes of this Section 6.11.”

Q. Section 6.13(b) of the Credit Agreement is amended by replacing the following phrase:

“(or if YieldCo Holdings, YieldCo II Holdings or any other new Subsidiary is formed to hold any Equity Interests in SSL TopCo, YieldCo, YieldCo Intermediate, YieldCo II or YieldCo II Intermediate (in which case such Subsidiary must be a Domestic Subsidiary))”

“(or if ~~YieldCo Holdings, YieldCo II Holdings or~~ any ~~other~~ new Subsidiary is formed to hold any Equity Interests in ~~SSL TopCo,~~ YieldCo, YieldCo Intermediate, YieldCo II or YieldCo II Intermediate (in which case such Subsidiary must be a Domestic Subsidiary))”.

R. Section 6.13 of the Credit Agreement is amended by replacing the following paragraph:

“Notwithstanding anything in this Section 6.13 to the contrary, any Subsidiary (including any Excluded Subsidiary) that Guarantees any Indebtedness permitted pursuant to Section 7.03(h) or (l) shall also Guarantee the Obligations pursuant to the terms of this Agreement and the other Loan Documents.”

“Notwithstanding anything in this Section 6.13 to the contrary, any Subsidiary (including any Excluded Subsidiary) that Guarantees any Indebtedness permitted pursuant to Section 7.03(g)(i) and (iii), (h) or, (l) or (v) shall also Guarantee the Obligations pursuant to the terms of this Agreement and the other Loan Documents.”

S. Section 6.14(c) of the Credit Agreement is amended and restated to read in its entirety as follows:

“(c) Notwithstanding anything to the contrary, the Borrower and each Loan Party shall be required to pledge its Equity Interests in (A) a Non-Recourse Subsidiary unless (and so long as) such pledge of such Equity Interests is prohibited by the terms of any Non-Recourse Project Indebtedness of such Non-Recourse Subsidiary, (B) YieldCo and YieldCo Intermediate (provided; that (1) with respect to the Equity Interests in YieldCo and YieldCo Intermediate that are released from Liens securing obligations under the Existing Margin Loan Agreement on the Amendment No. 9 Date, all actions required by the Administrative Agent to perfect its Lien on such Equity Interests shall be taken within 30 calendar days (as such period may be extended by the Administrative Agent in its sole discretion) after the Amendment No. 9 Date and (2) notwithstanding any previous release of the Administrative Agent’s Liens on the Equity Interests in YieldCo and YieldCo Intermediate in connection with such Equity Interests being provided as collateral securing the Permitted Seller Notes, such Equity Interests shall be pledged by each applicable Loan Party, and all actions required by the Administrative Agent to perfect its Lien on such Equity Interests shall be taken, within 30 calendar days (as such period may be extended by the Administrative

Agent in its sole discretion) after the release of the applicable Equity Interests from the Liens granted under the Permitted Seller Notes), (C) ~~SSL TopCo not to exceed sixty-five percent (65%) of the issued and outstanding Equity Interests in SSL TopCo~~ each of the Loan Party Service Providers, (D) YieldCo II and YieldCo II Intermediate; ~~provided~~ that if YieldCo II or YieldCo II Intermediate is a Controlled Foreign Corporation (as defined in the Pledge and Security Agreement), such pledge shall not exceed sixty-five percent (65%) of the issued and outstanding Equity Interests in YieldCo II or YieldCo II Intermediate, as applicable, (E) the Intermediate Holdings, (F) any Warehouse Entity ~~Warehouse Holdings~~ (if any Equity Interest therein is directly held or owned by the Borrower or a Guarantor), (G) First Wind Holdings, and (H) Apollo Holdings and all Equity Interests held by Apollo Holdings, and (I) the Margin Loan SPV (it being understood and agreed that, notwithstanding any previous release of the Administrative Agent’s Liens on the Equity Interests in YieldCo and YieldCo Intermediate relating to such Equity Interests being provided as collateral securing the Permitted Seller Notes or Permitted Margin Loan Financing, such Equity Interests shall be pledged by each applicable Loan Party, and all actions required by the Administrative Agent to perfect its Lien on such Equity Interests shall be taken, within 30 calendar days (as such period may be extended by the Administrative Agent in its sole discretion) after (i) March 1, 2015, if the applicable Equity Interest are not pledged to secure the Permitted Seller Notes or Permitted Margin Loan Financing, as applicable, prior to March 1, 2015 or (ii) the release of the applicable Equity Interests from the Liens granted under the Permitted Seller Notes or Permitted Margin Loan Financing, as applicable). If the Equity Interests in any Non-Recourse Subsidiary have been pledged in accordance with this Section (in each case excluding, for the avoidance of doubt, any Equity Interests in any Loan Party or any Unrestricted Subsidiary, including YieldCo, YieldCo II, YieldCo Intermediate and YieldCo II Intermediate, to which this sentence shall not apply) and such Non-Recourse Subsidiary later enters into, or informs the Administrative Agent that it intends to enter into, Non-Recourse Project Indebtedness, then the Administrative Agent shall release its Lien on the Equity Interests in such Non-Recourse Subsidiary to the extent the pledge of such Equity Interests would not be permitted by the terms of such Non-Recourse Project Indebtedness, and the Administrative Agent is expressly authorized by the Lenders to take such actions as are necessary to effectuate each such release. Notwithstanding anything to the contrary, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective to release Liens on the Equity Interests in YieldCo, YieldCo II, YieldCo Intermediate or YieldCo II Intermediate that constitute Collateral in order for such Equity Interests to be provided as collateral securing any Indebtedness (other than Obligations, the Second Lien Obligations and any Specified Convertible Bond Exchange Refinancing).”

T. Section 6.14 of the Credit Agreement is further amended to insert new clause (e) therein, which shall read in its entirety as follows:

“(e) Notwithstanding anything in this Section 6.14 to the contrary, except for the “Fronting Compensation Fee Account” (as defined in the Second Lien Credit Agreement as in effect on the Amendment No. 9 Date) and funds on deposit therein, which constitute collateral securing Second Lien Obligations but do not constitute Collateral securing Obligations hereunder, Collateral securing Obligations and the collateral securing the Second Lien Obligations shall be identical and no Loan Party shall grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure the Obligations hereunder.”

U. Section 6.19 of the Credit Agreement is amended and restated to read in its entirety as follows:

“6.19 ~~Designation of SSL TopCo and its subsidiaries as Subsidiaries~~. If the initial public offering of the Equity Interests in SSL TopCo is not consummated on or before September 30, 2014, SSL TopCo and its subsidiaries will each become a Restricted Subsidiary hereunder on September 30, 2014. Within 15 Business Days following September 30, 2014,

(a) all Equity Interests in SunEdison Semiconductor, LLC, a Delaware limited liability company (“SunEdison Semiconductor USA”), shall be transferred to the Borrower so that the Borrower directly owns all issued and outstanding Equity Interests in SunEdison Semiconductor USA;

(b) SunEdison Semiconductor USA shall become a Guarantor and a party to the Pledge and Security Agreement pursuant to documents contemplated by Section 6.13 and shall take such actions and execute such documents as are necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest in SunEdison Semiconductor USA’s real property and the Collateral described in the Pledge and Security Agreement and any other Security Document;

~~(c) SunEdison Semiconductor USA shall execute and deliver Mortgages with respect to each real property located at 501 Pearl Drive, St. Peters, Missouri; and~~

(d) Borrower shall provide supplements, schedules and updates to the Pledge and Security Agreement to cause all Equity Interests in SunEdison Semiconductor USA to be pledged and to deliver such filings, certificates, stock powers and other documents, all as are reasonably necessary or desirable to perfect the Lien of the Administrative Agent for the benefit of the Secured Parties in such Equity Interests.

Cash Collateral Accounts. Maintain at least three Cash Collateral Accounts.”

V. Article VI of the Credit Agreement is further amended by inserting therein new Section 6.20 and Section 6.21, which shall read in their entirety as follows:

“6.20 Cash Collateral for Excess Credit Agreement Non-Performance LC/BAs and Excess L/C-BA Obligations.

(a) Deposit in a Cash Collateral Account, by 5:00 p.m. on March 31, 2016, an amount by which (A) the sum of the aggregate undrawn amount of the outstanding Letters of Credit and the maximum amount of the outstanding Bankers’ Acceptances constituting in each case Credit Agreement Non-Performance LC/BAs, and all Unreimbursed Amounts, including all L/C-BA Borrowings, as of such time exceeds (B) the lesser of (i) 25% of the Aggregate Commitments then in effect and (ii) $187,500,000 (such excess amount, the “March 31, 2016 Cash Collateral Amount”),

(1) an amount by which (A) the sum of the aggregate undrawn amount of the outstanding Letters of Credit and the maximum amount of the outstanding Bankers’ Acceptances constituting in each case Credit Agreement Non-Performance LC/BAs, and all Unreimbursed Amounts, including all L/C-BA Borrowings, as of such time exceeds (B) the sum of the Credit Agreement Non-Performance LC/BA Cap plus the March 31, 2016 Cash Collateral Amount to the extent on deposit in a Cash Collateral Account (such excess amount, the “June 30, 2016 Cash Collateral Amount”) provided, that to the extent the amount calculated under the foregoing clause (B) exceeds the amount calculated under the foregoing clause (A), such excess amount shall be released and returned to the Borrower following a written request therefor by the Borrower to the Administrative Agent setting forth in reasonable detail the calculation of such excess, and

(2) an amount by which (A) the L/C-BA Obligations as of such time exceed (B) the sum of (I) $650,000,000 plus (II) the March 31, 2016 Cash Collateral Amount (if any) and the June 30, 2016 Cash Collateral Amount (if any) to the extent on deposit in a Cash Collateral Account (such excess amount, the “$650 million Excess Cash Collateral Amount”), and

(1) (other than as released pursuant to the proviso of the foregoing clause (b)(1)) the March 31, 2016 Cash Collateral Amount and the June 30, 2016 Cash Collateral Amount as Collateral for the L/C-BA Obligations, with such Cash Collateral to be released and returned to the Borrower (following a written request therefor by the Borrower to the Administrative Agent setting forth in reasonable detail the calculation of the amount to be returned) as and when (and to the extent) each Letter of Credit or Bankers’ Acceptance constituting in each case Credit Agreement Non-Performance LC/BAs that is set forth in the first Weekly LC/BA Report delivered pursuant to Section 6.02(h) expires, is cancelled or is returned (except to the extent an L/C Issuer

honors any such Letter of Credit or pays any such Bankers’ Acceptance, and in such case, the Administrative Agent shall permit that such L/C Issuer be reimbursed from the March 31, 2016 Cash Collateral Amount and the June 30, 2016 Cash Collateral Amount to the extent on deposit in a Cash Collateral Account); and

(2) the $650 million Excess Cash Collateral Amount as Collateral for the L/C-BA Obligations (it being understood and agreed that (x) any such Cash Collateral from the $650 million Excess Cash Collateral Amount (and any additional Cash Collateral deposited pursuant to the below clause (y)) is to be released and returned to the Borrower (following a written request therefor by the Borrower to the Administrative Agent setting forth in reasonable detail the calculation of the amount to be returned) as and when (and to the extent) an amount by which (A) the sum of (I) $650,000,000 plus (II) the March 31, 2016 Cash Collateral Amount (if any) and the June 30, 2016 Cash Collateral Amount (if any) to the extent on deposit in a Cash Collateral Account as of any date of determination exceeds (B) the L/C-BA Obligations as of such date and (y) the Borrower shall deposit in the Cash Collateral Account an amount by which (A) the L/C-BA Obligations as of any date of determination exceed (B) the sum of (I) $650,000,000 plus (II) the March 31, 2016 Cash Collateral Amount (if any) and the June 30, 2016 Cash Collateral Amount (if any) to the extent on deposit in a Cash Collateral Account, within three Business Days following a Weekly LC/BA Report based on which the foregoing calculation results in an excess.”

“6.21 Management Services and Operation and Maintenance Service Providers. In the event that the Borrower or any Subsidiary provides management services or operations and maintenance services for one or more solar projects in the continental United States, direct the applicable counterparty under such management services agreement or operations and maintenance agreement to pay all amounts owed to such service provider into an account of a Loan Party Service Provider that has been pledged to the Administrative Agent as security for the Obligations and is subject to a control agreement pursuant to the Security Documents; provided, that Borrower shall be afforded forty-five (45) days following the Amendment No. 9 Date to cause compliance with the foregoing with respect to any management services or operations and maintenance services being provided prior to the Amendment No. 9 Date.”

W. Introductory paragraph to Article VII of the Credit Agreement is amended to read in its entirety as follows:

“So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit or Bankers’ Acceptance shall remain outstanding (other than Letters of Credit and Bankers’ Acceptances as to which other arrangements satisfactory to the L/C Issuer shall have been made (which arrangements may include, in the L/C Issuer’s discretion, Cash Collateral or backstop letters of credit satisfactory to the L/C Issuer in an amount equal to 102.5% of the then Outstanding Amount of all L/C-BA

Obligations)), the Borrower shall not, nor shall it permit any Material Subsidiary (in the case of Sections 7.01, 7.02, 7.03, 7.04, 7.05, 7.08, 7.09, 7.12, 7.13, ~~7.14~~ and 7.15) or Subsidiary (in the case of Sections 7.06, 7.07, 7.10, 7.14, 7.16 and 7.17) to:”

X. Section 7.01(u) through the end of Section 7.01 of the Credit Agreement is amended and restated to read in its entirety as follows:

(u) Liens securing Indebtedness permitted under Section 7.03(t) and subject to the ~~LAP~~Second Lien Intercreditor Agreement; ~~and~~

(w) Liens securing Specified Convertible Bond Exchange Refinancing as long as (i) such Liens secure such Indebtedness on a junior basis to the Liens securing the Obligations and on a junior basis to Liens securing Second Lien Obligations, in each case pursuant to the terms of an Intercreditor Agreement (as amended and restated in form and substance reasonably satisfactory to the Required Lenders to include such Liens as “silent” third-lien ranking Liens), (ii) no such Liens are on any property or assets of Borrower or any Subsidiary other than the Collateral, and (iii) the holders of such Indebtedness (or their representative) become a party to the Intercreditor Agreement; and

(v) additional Liens so long as the aggregate amount secured by such Liens is not in excess of $37,500,000.

Y. Section 7.02(g)(v) of the Credit Agreement is amended and restated to read in its entirety as follows:

“(v) with respect to each such purchase or other acquisition for which (x) the Acquisition Consideration equals or exceeds ~~$50,000,000~~ $25,000,000 or (y) the Acquisition Consideration, together with the Acquisition Consideration of all such purchases or other consummated prior thereto, equals or exceeds ~~$150,000,000~~ $75,000,000:

(A) immediately after giving effect to such purchase or other acquisition, the pro forma Consolidated Leverage Ratio, determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such purchase or other acquisition had been consummated as of the first day of the fiscal period covered thereby, shall not be greater than a ratio ~~0.50~~ 1.50 lower than the Consolidated Leverage Ratio required at such time by Section 7.11(a); and

(B) immediately after giving effect to such purchase or other acquisition, in addition to compliance with subpart (A) above), the Liquidity Amount shall be greater than or equal to the minimum Liquidity Amount required by Section 7.11(b) (such compliance to be determined on the basis of the Liquidity Amount as of the date of measurement);”

Z. Section 7.02(i) of the Credit Agreement is amended and restated to read in its entirety as follows:

“(i) Investments in EverStream Solar Infrastructure Fund I LP made (x) prior to the Amendment No. 9 Date and (y) subsequent to the Amendment No. 9 Date in an aggregate amount not to exceed ~~$60,000,000~~ $9,000,000;”

AA. Section 7.02(o) of the Credit Agreement is amended and restated to read in its entirety as follows:

“(o) Without limiting Section 7.02(bb), Investments in joint ventures or other business combinations formed for the purpose of manufacturing, selling, purchasing, or distributing polysilicon, crystal, or modules, or for the purpose of manufacturing, selling, purchasing or distributing wafers, cells, modules, trackers, inverters, and other balance-of-system components (“Poly/Crystal/Module JV”), which Investments in any such Poly/Crystal/Module JV shall be funded solely with the proceeds received after the Amendment No. 9 Date from the sale or licensing of Borrower’s or a Subsidiary’s IP Rights permitted to be sold or licensed hereunder to a Person (other than a Borrower or Subsidiary) that is a joint venture partner in such Poly/Crystal/Module JV, and/or the proceeds received after the Amendment No. 9 Date from the sale of Borrower’s or any Subsidiary’s proprietary equipment to such Poly/Crystal/Module JV (it being understood and agreed that the proceeds of such sales or licensing to a joint venture partner of such Poly/Crystal/Module JV and the proceeds of such sale of proprietary equipment to such Poly/Crystal/Module JV shall be used only to make Investments in such Poly/Crystal/Module JV and no other joint venture or business combination, unless such proceeds received after the Amendment No. 9 Date are received in cash by the Borrower or its Subsidiaries and are otherwise permitted to be Invested under Section 7.02(bb)); Investments in a joint venture identified to the Administrative Agent prior to the Closing Date in an aggregate amount not to exceed $340,000,000 after the Closing Date so long as on the last day of the fiscal quarter immediately prior to the date of such Investment, the Net Joint Venture Investment Amount was positive and the Borrower shall have delivered to the Administrative Agent a certificate certifying as to the Net Joint Venture Investment Amount and containing the calculations thereof (in reasonable detail);

BB. Section 7.02(q) of the Credit Agreement is amended and restated to read in its entirety as follows:

“(q) Investments in SMP in an aggregate amount not to exceed $35,000,000; ~~the LAP Acquisition and the LAP Ancillary Purchases~~;”

CC. Section 7.02(r) of the Credit Agreement is amended and restated to read in its entirety as follows:

“(r) to the extent constituting an Investment, Guarantees by the Borrower or any of its Subsidiaries of Contractual Obligations of Warehouse Entities, provided, that the operations, development and construction activities of such Warehouse Entities are controlled directly or indirectly by the Borrower or any of its subsidiaries (but not controlled directly or indirectly by YieldCo, YieldCo Intermediate, YieldCo II, YieldCo Intermediate or any of their subsidiaries) (in each case excluding Contractual Obligations for borrowed money) under power purchase agreements, renewable energy credit purchase contracts, tax indemnities, operation and maintenance agreements, development contracts, construction contracts, management services contracts, warranties, and other similar ordinary course contracts entered into in connection with such Person owning, operating, developing or constructing (but not financing) one or more Solar Energy Systems, provided such Guarantees remain in effect only for so long as such Solar Energy System is owned by the Warehouse Entity, and otherwise promptly terminated at the time such Solar Energy System is sold or transferred from the Warehouse Entity ~~(i) Borrower may form a new wholly-owned Domestic Subsidiary (“YieldCo Holdings”) to hold Equity Interests in YieldCo and may contribute YieldCo to YieldCo Holdings as long as YieldCo Holdings becomes a Loan Party and complies with the provisions of~~ ~~Section 6.13~~ ~~(without regard to the time limits otherwise set forth therein) substantially concurrently at the time of its formation, and (ii) Borrower may form a new wholly-owned Domestic Subsidiary (“YieldCo II Holdings”) to hold Equity Interests in YieldCo II and may contribute YieldCo II to YieldCo II Holdings as long as YieldCo II Holdings becomes a Loan Party and complies with the provisions of~~ ~~Section 6.13~~ (without regard to the time limits otherwise set forth therein) substantially concurrently at the time of its formation. For the avoidance of doubt, YieldCo Holdings and YieldCo II Holdings may be a single wholly-owned Domestic Subsidiary (“Master YieldCo Holdings”) formed for the purposes, and subject to the conditions, described in clauses (r)(i) and (r)(ii) above; provided that upon the formation of Master YieldCo Holdings and contribution thereto of YieldCo and YieldCo II, all references in this Agreement to YieldCo Holdings and YieldCo II Holdings shall be deemed to be references to Master YieldCo Holdings, as context may require;”

DD. Sections 7.02(w), 7.02(x), 7.02(y) of the Credit Agreement are amended and restated to read in their entirety as follows:

“(w) [Reserved] ~~the contribution or transfer of the Margin Loan Pledged Equity to the Margin Loan SPV in connection with the Permitted Margin Loan Financing~~;

(x) [Reserved] the unsecured Guarantee by the Borrower of the Indebtedness and all obligations in connection therewith of the Margin Loan SPV under the Permitted Margin Loan Financing and capital contributions (whether in the form of cash or Margin Loan Pledged Equity or otherwise) to the Margin Loan SPV to the extent necessary for the Margin Loan SPV to make required payments pursuant to the loan agreement governing the Permitted Margin Loan Financing;

(y) [Reserved] the unsecured Guarantee by the Borrower of the Indebtedness and all obligations in connection therewith of the First Wind Subs under the First Wind Credit Facility and capital contributions (whether in the form of cash or otherwise) to the First Wind Subs to the extent necessary for the First Wind Subs to make required payments pursuant to the loan agreement governing the First Wind Credit Facility;

EE. Section 7.02(bb) of the Credit Agreement is amended and restated to read in its entirety as follows:

“(bb) other Investments not exceeding ~~$200,000,000~~ $125,000,000 in the aggregate outstanding at any time.”

FF. The last paragraph of Section 7.02 of the Credit Agreement is amended and restated to read in its entirety as follows:

“Notwithstanding anything to the contrary, neither the Borrower nor any Subsidiary may make any Investments in any Unrestricted Subsidiary other than Investments permitted by Sections 7.02(n), 7.02(p), ~~7.02(q),~~ 7.02(r), 7.02(u), 7.02(v), ~~7.02(w),~~ ~~7.02(x)~~, 7.02(y), 7.02(z), 7.02(aa) or 7.02(bb).”

GG. Section 7.03(h) of the Credit Agreement is amended and restated to read in its entirety as follows:

“(h) unsecured Indebtedness, of the Borrower so long as (A) immediately before and immediately after giving pro forma effect to any such Indebtedness, no Default shall have occurred and be continuing, (B) immediately after giving pro forma effect to any such Indebtedness, the pro forma Consolidated Leverage Ratio, determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such Indebtedness had been incurred as of the first day of the fiscal period covered thereby and remained outstanding, shall be less than or equal to 2.50 to 1.00, (C) no such Indebtedness shall be guaranteed by any Subsidiary of the Borrower ~~of a Loan Party other than such Subsidiaries that are Guarantors of the Obligation~~s, (D) such Indebtedness shall have a maturity date not earlier than a date that is 180 days after the Latest Maturity Date, (E) such Indebtedness shall be subject to financial and other covenants, if any, that are no more restrictive than the covenants contained in this Agreement, and (F) the terms and conditions of such Indebtedness are otherwise reasonably satisfactory to the Administrative Agent; provided that the pro forma Consolidated Leverage Ratio test specified in clause (B) above shall not apply to Specified Indebtedness in an aggregate principal amount of up to $250,000,000, and in lieu thereof, (x) the Borrower shall be required to be in pro forma compliance with the Consolidated Leverage Ratio test specified in Section 7.11(a) (determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b)) and (y) the Liquidity Amount shall be greater than or equal to the minimum Liquidity Amount required by Section 7.11(b) (determined on the basis of the Liquidity Amount as of the date of measurement);”

HH. Section 7.03(l) of the Credit Agreement is amended and restated to read in its entirety as follows:

“(l)(A) unsecured Indebtedness of the Borrower under the 2018 Convertible Senior Notes ~~and Guarantees thereof by the Guarantors~~, in aggregate principal amount not to exceed $600,000,000 (which amount shall be reduced on or about the date of the issuance of the 2023 Convertible Senior Notes and the 2025 Convertible Senior Notes by an amount not to exceed, together with the reduction of the principal amount of the 2021 Convertible Senior Notes referenced in clause (B) below, $700,000,000 in the aggregate for both the 2018 Convertible Senior Notes and the 2021 Convertible Senior Notes) and any refinancings, refundings, renewals or extensions thereof (including any Convertible Bond Indebtedness that is a refinancing thereof, the “2018 Refinancing Convertible Bond Indebtedness”), (B) unsecured Indebtedness of the Borrower under the 2021 Convertible Senior Notes ~~and Guarantees thereof by the Guarantors~~, in aggregate principal amount not to exceed $600,000,000 (which amount shall be reduced on or about the date of the issuance of the 2023 Convertible Senior Notes and the 2025 Convertible Senior Notes by an amount not to exceed, together with the reduction of the principal amount of the 2018 Convertible Senior Notes referenced in clause (A) above, $700,000,000 in the aggregate for both the 2018 Convertible Senior Notes and the 2021 Convertible Senior Notes), and any refinancings, refundings, renewals or extensions thereof (including any Convertible Bond Indebtedness that is a refinancing thereof, the “2021 Refinancing Convertible Bond Indebtedness”), (C) unsecured Indebtedness of the Borrower under the 2020 Convertible Senior Notes ~~and Guarantees thereof by the Guarantors~~, in aggregate principal amount not to exceed $600,000,000, and any refinancings, refundings, renewals or extensions thereof (including any Convertible Bond Indebtedness that is a refinancing thereof, the “2020 Refinancing Convertible Bond Indebtedness”), (D) unsecured Indebtedness of the Borrower under the 2022 Convertible Senior Notes ~~and Guarantees thereof by the Guarantors~~, in aggregate principal amount not to exceed $500,000,000, and any refinancings, refundings, renewals or extensions thereof (including any Convertible Bond Indebtedness that is a refinancing thereof, the “2022 Refinancing Convertible Bond Indebtedness”), (E) unsecured Indebtedness of the Borrower under the 2023 Convertible Senior Notes ~~and Guarantees thereof by the Guarantors~~, in aggregate principal amount not to exceed $500,000,000 and any refinancings, refundings, renewals or extensions thereof (including any Convertible Bond Indebtedness that is a refinancing thereof, the “2023 Refinancing Convertible Bond Indebtedness”), (F) unsecured Indebtedness of the Borrower under the 2025 Convertible Senior Notes ~~and Guarantees thereof by the Guarantors~~, in aggregate principal amount not to exceed $500,000,000 and any refinancings, refundings, renewals or extensions thereof (including any Convertible Bond Indebtedness that is a refinancing thereof, the “2025 Refinancing Convertible Bond Indebtedness”); and (G) unsecured Indebtedness of the Borrower under the Apollo Permitted Seller Notes ~~and Guarantees thereof by the Guarantors~~, in aggregate

principal amount not to exceed $350,000,000 and any refinancings, refundings, renewals or extensions thereof (including any Convertible Bond Indebtedness that is a refinancing thereof, the “Apollo Permitted Seller Notes Refinancing Convertible Bond Indebtedness”; and together with the 2018 Refinancing Convertible Bond Indebtedness, the 2020 Refinancing Convertible Bond Indebtedness, the 2021 Refinancing Convertible Bond Indebtedness, the 2022 Refinancing Convertible Bond Indebtedness, the 2023 Refinancing Convertible Bond Indebtedness and 2025 Refinancing Convertible Bond Indebtedness, the “Refinancing Convertible Bond Indebtedness”); provided that in the case of any refinancings, refundings, renewals or extensions of Indebtedness described in ~~either~~ any of the foregoing clauses (A) ~~or clause~~, (B), (C), (D), (E), (F) or (G) ~~(including any Refinancing Convertible Bond Indebtedness)~~ (i) the principal amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, (ii) ~~the direct or any~~ no Subsidiary of the Borrower (or, for the avoidance of doubt, any Unrestricted Subsidiary) shall be a direct or contingent obligor (including any Guarantees by any Subsidiaries) or pledgor of assets ~~with respect thereto is not changed other than in connection with a transaction permitted by~~ ~~Section 7.04~~ ~~between and among Subsidiaries none of which are Guarantors, or all of which are Guarantors, prior to such transaction~~, and (iii) the terms relating to principal amount, amortization, maturity, and other material terms taken as a whole, of any such Indebtedness refinancing, refunding, renewing or extending the applicable Convertible Senior Notes, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the applicable Convertible Senior Notes (it being understood that differences between the conversion rate of the applicable Convertible Senior Notes and the conversion rate of any applicable Refinancing Convertible Bond Indebtedness shall not be deemed to be less favorable in any material respect to the Loan Parties or the Lenders), such refinancing, refunding, renewing or extending Indebtedness shall be unsecured (unless constituting Specified Convertible Bond Exchange Refinancing), and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate; provided, further that, notwithstanding anything to the contrary in the preceding proviso, in the case of any refinancing, refundings, renewals or extensions of any Convertible Senior Notes (other the Apollo Permitted Seller Notes) effected through a cashless exchange, any such refinancing, refunding, renewal or extension shall only be permitted to the extent constituting a Specified Convertible Bond Exchange Refinancing (it being understood and agreed that no refinancing, refundings, renewals or extensions of the Apollo Permitted Seller Notes effected through a cashless exchange (other than with respect to closing fees and expenses) shall constitute a Specified Convertible Bond Exchange Refinancing). No Convertible Senior Notes shall be guaranteed by any Subsidiary of a Loan Party other than such Subsidiaries that are Guarantors of the Obligations.”

II. Section 7.03(q) of the Credit Agreement is amended and restated to read in its entirety as follows:

“(q) Indebtedness under the 313 Facility, so long as (A) such Indebtedness is not borrowed or guaranteed by any Person other than the Loan Parties and (B) such Indebtedness shall have a maturity date not earlier than a date that is one hundred eighty (180) days after the Maturity Date; ~~the unsecured Guarantee by the Borrower of the Indebtedness and all obligations in connection therewith of the Margin Loan SPV under the Permitted Margin Loan Financing~~;”

JJ. Section 7.03(r) of the Credit Agreement is amended and restated to read in its entirety as follows:

“(r) [Reserved]~~the unsecured Guarantee by the Borrower of the Indebtedness and all obligations in connection therewith of the First Wind Subs under the First Wind Credit Facility~~;”

KK. Section 7.03(t) of the Credit Agreement is amended and restated to read in its entirety as follows:

“(t) (i) Indebtedness under the ~~LAP~~ Second Lien Credit Agreement ~~in an aggregate principal amount not to exceed~~ ~~169,000,000~~; and any Indebtedness (the “~~LAP~~ Second Lien Refinancing Debt”) issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace or refinance, in whole or part, the then existing Indebtedness under the ~~LAP~~ Second Lien Credit Agreement or the then existing ~~LAP~~ Second Lien Refinancing Debt (the “~~LAP~~ Second Lien Refinanced Debt”); provided that the ~~LAP~~ Second Lien Refinancing Debt shall not have a greater principal amount than the principal amount of the ~~LAP~~ Second Lien Refinanced Debt plus accrued interest, fees and premiums (if any) thereon and reasonable fees and expenses associated with the refinancing principal amount of the ~~LAP~~ Second Lien Refinanced Debt;, (ii) Indebtedness evidenced by the Second Lien Convertible Notes (and any Indebtedness (the “Second Lien Convertible Refinancing Debt”) issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace or refinance, in whole or part, the then existing Indebtedness evidenced by the Second Lien Convertible Notes or the then existing Second Lien Convertible Refinancing Debt (the “Second Lien Convertible Refinanced Debt”); provided that the Second Lien Convertible Refinancing Debt shall not have a greater principal amount than the principal amount of the Second Lien Convertible Refinanced Debt plus accrued interest, fees and premiums (if any) thereon and reasonable fees and expenses associated with the Second Lien Convertible Refinanced Debt and the Second Lien Convertible Refinancing Debt, and (iii) Other Pari Passu Lien Debt; as long as the Indebtedness under clauses (i), (ii) and (iii) does not exceed $950,000,000 in an aggregate principal amount any one time outstanding plus the principal amount of the Indebtedness incurred pursuant to and in accordance with the terms of Section 2.14 of the Second Lien Credit Agreement as in effect on the Amendment No. 9 Date not to exceed $200,000,000;”

LL. Section 7.05(h) of the Credit Agreement is amended and restated to read in its entirety as follows:

(ii) ~~Dispositions of Equity Interests in YieldCo and YieldCo Intermediate subsequent to the initial public offering of the Equity Interests in YieldCo~~[reserved];

(iii) (A) Dispositions of YieldCo Intermediate to YieldCo, and (B) Dispositions of other Non-Recourse Subsidiaries owning and operating Alternative Fuel Energy Systems and products related thereto ~~and components thereof to YieldCo or YieldCo Intermediate and (C) contribution of YieldCo to YieldCo Holdings to the extent permitted by~~ ~~Section 7.02(r)~~;

(iv) ~~Dispositions of Equity Interests in YieldCo II and YieldCo II Intermediate~~[reserved]; and

(v) (A) Dispositions of YieldCo II Intermediate to YieldCo II, and (B) Dispositions of other Non-Recourse Subsidiaries owning and operating Alternative Fuel Energy Systems and products related thereto and components thereof to YieldCo II or YieldCo II Intermediate ~~and (C) contribution of YieldCo II to YieldCo II Holdings to the extent permitted by~~ ~~Section 7.02(r)~~;”

MM. Sections 7.05(j) and (k) of the Credit Agreement are amended and restated to read in their entirety as follows:

“(j) [Reserved]contribution or other Disposition of the Warehouse Borrower to a direct or indirect subsidiary of the Equity Investor, as long as the Borrower or the applicable Guarantor receives adequate Cash and/or contractual rights (as determined by the Borrower in its reasonable judgment) for such contribution or Disposition;

(k) [Reserved]contribution or other Disposition of Warehouse Projects and Warehouse Project Companies to the Warehouse Borrower pursuant to the Permitted Borrower Warehouse Agreements, as long as (A) the Borrower or the applicable Guarantor receives adequate Cash and/or contractual rights (as determined by the Borrower in its reasonable judgment) for such contribution or Disposition of such Warehouse Projects and/or Warehouse Project Companies and (B) the Borrower and each applicable Guarantor shall have granted a Lien on and assigned all of its rights pursuant to each such Permitted Borrower Warehouse Agreement and the right to future payment to the Administrative Agent as security for the Obligations;”

NN. Section 7.05(m) of the Credit Agreement is amended and restated to read in its entirety as follows:

“(m) [Reserved] ~~to the extent constituting a Disposition, the contribution or transfer of the Margin Loan Pledged Equity permitted by~~ ~~Section 7.02(w~~);”

OO. Section 7.05 of the Credit Agreement is further amended by inserting therein, immediately after the phrase “shall be for fair market value (as determined by the Borrower in its reasonable judgment).” a new sentence, which shall read in its entirety as follows

“Notwithstanding anything herein or in any other Loan Document to the contrary, (I) the Borrower shall not, nor shall it permit any Subsidiary to, Dispose or enter into any agreement to Dispose (including, without limitation, to any Affiliates), (A) any Equity Interest in YieldCo or YieldCo Intermediate, (B) any Equity Interest in YieldCo II or YieldCo II Intermediate, or (C) (i) any Equity Interest in any the Loan Party Service Provider or (ii) otherwise Dispose or enter into any agreement to Dispose (including, without limitation, by way of an assignment thereof) of the management services or operation and maintenance services business of any Loan Party Service Provider; provided, however, that notwithstanding the foregoing, in each case of the foregoing clause (C)(ii), each Loan Party Service Provider and its applicable subsidiaries shall be permitted to (x) collaterally assign any management service agreement or operations and maintenance agreement to the Administrative Agent as security for the Obligations and to the Second Lien Agent as security for the Second Lien Obligations, (y) enter into subcontracts in the ordinary course of business to perform its management services and operation and maintenance services business and (z) Dispose of management services and operation and maintenance services contracts associated with the Disposition of Solar Energy Systems to the extent such Solar Energy Systems are Disposed of in accordance with this Agreement and (II) the Borrower shall not, nor shall it permit any Subsidiary to, vote for any Disposition of, or enter into any agreement to Dispose (including, without limitation, to any Affiliates), any Designated IPP Assets.”

PP. Section 7.06(e), (o) and (p) of the Credit Agreement are amended and restated to read in their entirety as follows:

(e) to the extent any cash payment and/or delivery of the Borrower’s common stock (or other securities or property following a merger event or other change of the common stock of the Borrower) by the Borrower in satisfaction of its conversion obligation or obligations to purchase notes for cash under (A) the 2018 Convertible Senior Notes Indenture, the 2021 Convertible Senior Notes Indenture, the 2020 Convertible Senior Notes Indenture, the 2022 Convertible Senior Notes Indenture, the 2023 Convertible Senior Notes Indenture, the 2025 Convertible Senior Notes Indenture or, the Apollo Permitted Seller Notes Indenture (and any Permitted Refinancing Convertible Bond Indebtedness or Specified Convertible Bond Exchange Refinancing thereof) constitutes a Restricted Payment, the Borrower may make such Restricted Payment to the extent permitted by Section 7.14 and (B) the Second Lien Convertible Notes Indenture “(and any Second Lien Convertible Refinancing Debt) constitutes a Restricted Payment, the Borrower may make such Restricted Payment;”

“(o) the Borrower may make capital contributions to the Margin Loan SPV to the extent necessary for the Margin Loan SPV to make required payments pursuant to the loan agreement governing the Permitted Margin Loan Financing the Borrower may issue its common stock to the Second Lien Warrant Holders upon exercise of a Second Lien Warrant Holder to purchase such common stock pursuant to its Second Lien Warrant (including pursuant to a cashless exercise under the provisions thereof);;”

“(p) the Borrower may make capital contributions to ~~the First Wind Subs~~ its Subsidiaries to the extent necessary ~~for the First Wind Subs~~ to make required payments pursuant to the loan agreement governing the 313 Facility ~~First Wind Credit Facility~~;

QQ. Section 7.08 of the Credit Agreement is amended and restated to read in its entirety as follows:

“7.08 Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on terms at least as favorable to the Borrower and the other Loan Parties as would be obtainable by the Borrower and such other Loan Parties at the time in a comparable arm’s length transaction with a Person other than an Affiliate; provided that the foregoing restriction shall not apply to (a) transactions between or among the Borrower and any Guarantor or between and among any Guarantors; (b) transactions consisting of the contribution or deposit of the Specified TERP Common Stock to or with the Seller Note SPV permitted by Section 7.02(u) or any other agreements between or among the purchaser or holder (or any entity on behalf thereof) of the Permitted Seller Notes, the Borrower, any Guarantor and/or the Seller Note SPV, in each case as the Borrower, any Guarantor and/or the Seller Note SPV may deem reasonably necessary or appropriate in connection with the issuance of the Permitted Seller Notes (including any agreements entered into in connection with the delivery and/or registration of any capital stock deliverable upon exchange of the Permitted Seller Notes), (c) [reserved] ~~transactions consisting of the contribution or transfer of the Margin Loan Pledged Equity permitted by~~ ~~Section 7.02(w)~~ and the making of required payments pursuant to the loan agreement governing the Permitted Margin Loan Financing or any other agreements between or among any agent or any lender under Permitted Margin Loan Financing, the Borrower, any Guarantor and/or the Margin Loan SPV, in each case as the Borrower, any Guarantor and/or the Margin Loan SPV may deem reasonably necessary or appropriate in connection with the Permitted Margin Loan Financing; (d) transactions consisting of the direct or indirect contribution or transfer by the Borrower of ~~(i)~~ one or more or all of the Apollo Subs to YieldCo or its subsidiaries, ~~or (ii) one or more or all of the LAP Subs to YieldCo II or its subsidiaries~~, (e) [reserved] ~~transactions pursuant to the Distribution Payment Agreement referenced in clause (vii) of the definition of “Borrower/YieldCo II Agreements~~ transactions consisting of the making of required payments pursuant to the loan agreement governing the 313 Facility, or (f) transactions consisting of direct or indirect contribution or transfer of the SUNE Residential Portfolio to Apollo.”

RR. Section 7.09(a) of the Credit Agreement is amended by replacing the phrase:

“or (F) the LAP Second Lien Credit Documents or (G) the Distribution Payment Agreement referenced in clause (vii) of the definition of “Borrower/YieldCo II Agreements”

or (F) the ~~LAP~~ Second Lien ~~Credit~~ Documents or (G) the 313 Facility ~~the Distribution Payment Agreement referenced in~~ ~~clause (vii)~~ ~~of the definition of “Borrower/YieldCo II Agreements~~”.

SS. Section 7.11(b) of the Credit Agreement is amended and restated to read in its entirety as follows:

“(b) Liquidity Amount. Permit the Liquidity Amount, as of the end of any fiscal quarter of the Borrower occurring on or after June 30, 2014, to be less than (A) the lesser of (i) $400 million and (ii) the sum of (x) $300 million plus (y) the amount, if any, by which the Aggregate Commitments exceed $300 million at such time, or (B) for so long as the Indebtedness by the Borrower described in ~~Section 7.03(t)~~ ~~remains outstanding,~~ ~~$500~~ 500.0 million.”

TT. Section 7.12 of the Credit Agreement is amended and restated to read in its entirety as follows:

Amendments to Organization Documents; Borrower/SSL TopCo Agreement, Borrower/YieldCo Agreement, and Borrower/YieldCo II Agreement ~~and Related Agreements~~. Amend, modify or waive any of its rights under (a) any of its Organization Documents, Borrower/SSL TopCo Agreements, Borrower/YieldCo Agreements or Borrower/YieldCo II Agreements to the extent that such amendment, modification or waiver would be materially adverse to the interests of the Lenders, or (b) any ~~LAP~~ Second Lien ~~Credit~~ Document except to the extent permitted by the ~~LAP~~ Second Lien Intercreditor Agreement ~~or (c) any other Related Agreement to the extent that such amendment, modification or waiver would be materially adverse to the interests of the Lenders~~.

“Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any unsecured Indebtedness incurred pursuant to Section 7.03(h) or 7.03(l) (other than (i) as permitted pursuant to Section 7.03(l), (ii) pursuant to an exchange for Second Lien Convertible Notes, (iii) any redemption required by”

“Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any unsecured Indebtedness incurred pursuant to Section 7.03(h) or 7.03(l) (other than (i) as permitted pursuant to Section 7.03(l), (ii) pursuant to an exchange of such unsecured Indebtedness for Second Lien Convertible Notes, (iii) any redemption required by”;

“or (iii) pursuant to a cash settlement method to the extent required by Section 4.03(a)(iv) of the 2018 Convertible Senior Notes Indenture, Section 4.03(a)(iv) of the 2021 Convertible Senior Notes Indenture, the corresponding section or article of the 2020 Convertible Senior Notes Indenture, the 2022 Convertible Senior Notes Indenture, the 2023 Convertible Senior Notes Indenture, the 2025 Convertible Senior Notes Indenture or Section 4.03(b) of the Apollo Permitted Seller Notes Indenture,”

“or (iv) pursuant to a cash settlement method to the extent required by Section 4.03(a)(iv) of the 2018 Convertible Senior Notes Indenture, Section 4.03(a)(iv) of the 2021 Convertible Senior Notes Indenture, the corresponding section or article of the 2020 Convertible Senior Notes Indenture, the 2022 Convertible Senior Notes Indenture, the 2023 Convertible Senior Notes Indenture, the 2025 Convertible Senior Notes Indenture, or Section 4.03(b) of the Apollo Permitted Seller Notes Indenture”; and

“or by the corresponding sections of the indentures governing any Permitted Refinancing Convertible Bond Indebtedness, with a “Specified Dollar Amount” (as defined therein) equal to or less than $1,000); provided that, without limitation of any of clauses (i), (ii) and (iii) of the immediately preceding parenthetical:”

or by the corresponding sections of the indentures governing any Permitted Refinancing Convertible Bond Indebtedness, with a “Specified Dollar Amount” (as defined therein) equal to or less than $1,000); provided that, without limitation of any of clauses (i), (ii), ~~and~~ (iii) and (iv) of the immediately preceding parenthetical:

VV. Section 7.14 of the Credit Agreement is further amended by (i) deleting the word “and” at the end of clause (F) thereof, (ii) replacing the period at the end of clause (G) with the phrase “; and” and (ii) inserting therein a new clause (H), new clause (I) and new paragraph, which shall read in their entirety as follows:

“(H) the Borrower may make cash payment and/or deliver its common stock (or other securities or property following a merger event or other change of the common stock of Borrower) in satisfaction of its conversion obligation under the

Specified Convertible Bond Exchange Refinancing, as long as, in the case of cash payments (other than cash payments in lieu of fractional shares), both (x) immediately prior and after giving effect to any such cash payment, no Default shall exist or result therefrom and (y) immediately after giving effect to such cash payment, the Borrower and its Subsidiaries shall be in pro forma compliance with the covenant set forth in Section 7.11(a) (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such cash payment had been consummated as of the first day of the fiscal period covered thereby) and the Liquidity Amount shall be greater than or equal to the minimum Liquidity Amount required by Section 7.11(b) (determined on the basis of the Liquidity Amount as of the date of measurement); and

(I) the Borrower may consummate one or more Designated Debt-For-Equity Exchanges.

Notwithstanding anything herein or in any other Loan Document to the contrary, the Borrower shall not, nor shall it permit any Subsidiary to, in each case using Cash or any Indebtedness (or the proceeds thereof) incurred or Guaranteed by the Borrower or any Subsidiary thereof (including, for the avoidance of doubt, any Unrestricted Subsidiary), prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Indebtedness incurred pursuant to Section 7.03(h), 7.03(l) or 7.03(q) or, until the second anniversary of the Amendment No. 9 Date, any Term Loans under (and as defined in) the Second Lien Credit Agreement or the Second Lien Convertible Notes (other than mandatory prepayments of the Term Loans thereof or the Second Lien Convertible Notes to the extent, following the application of the mandatory prepayments in accordance with Section 2.05(h), any amounts remain to be returned to the Borrower); provided, however, that none of the foregoing shall prohibit (i) such prepayment, redemption, purchase, defeasance or other satisfaction of such Indebtedness as a result of a cashless (other than with respect to closing fees and expenses) exchange of such Indebtedness incurred pursuant to Section 7.03(l) (other than pursuant to clause (G) thereof) for Indebtedness that constitutes a Specified Convertible Bond Exchange Refinancing or Designated Debt-For-Equity Exchanges or (ii) exchanges for Second Lien Convertible Notes.”

WW. Section 7.15 of the Credit Agreement is amended by replacing the following phrase:

“Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of (X) any Indebtedness set forth in Schedule 7.03, or any term or condition of any Convertible Senior Notes except for”

XX. Section 7.15(X)(A) of the Credit Agreement is amended and restated to read in its entirety as follows:

“(A) (i) any refinancing, refunding, renewal or extension thereof permitted by Section 7.03(b) or, with respect to Convertible Senior Notes, Section 7.03(l) ~~and (B)~~ or (ii) any refinancing thereof resulting from Designated Debt-for-Equity Exchanges, (B) any exchange of Convertible Senior Notes for Second Lien Convertible Notes and (C).”

YY. Article VII of the Credit Agreement is further amended by inserting therein new Section 7.19, which shall read in its entirety as follows:

“7.19 Credit Agreement Non-Performance LC/BAs. (A) Request, or permit that any Person request, that any new Letter of Credit or Bankers’ Acceptances constituting Credit Agreement Non-Performance LC/BA be issued hereunder (or request (or permit that any Person request) or permit that any existing Letter of Credit or Bankers’ Acceptances constituting Credit Agreement Non-Performance LC/BA be extended or otherwise amended) unless and until the sum of (x) the aggregate undrawn amount of the outstanding Letters of Credit and the maximum amount of the outstanding Bankers’ Acceptances constituting in each case Credit Agreement Non-Performance LC/BAs and (y) Unreimbursed Amounts, including all L/C-BA Borrowings, is equal to or less than the Credit Agreement Non-Performance LC/BA Cap (it being understood and agreed, without limiting the foregoing, that in any event no new Letter of Credit or Bankers’ Acceptances constituting Credit Agreement Non-Performance LC/BA may be requested (or any existing Letter of Credit or Bankers’ Acceptances constituting Credit Agreement Non-Performance LC/BA extended or otherwise amended) before February 9, 2016 or unless the Borrower has timely delivered the first Weekly LC/BA Report pursuant to Section 6.02(h)) and (B) thereafter request (or permit any Person to request) that any new Letter of Credit or Bankers’ Acceptances constituting Credit Agreement Non-Performance LC/BA be issued hereunder if, after giving effect thereto, the sum of (x) the aggregate undrawn amount of the outstanding Letters of Credit and the maximum amount of the outstanding Bankers’ Acceptances constituting in each case Credit Agreement Non-Performance LC/BAs and (y) Unreimbursed Amounts, including all L/C-BA Borrowings, would exceed the Credit Agreement Non-Performance LC/BA Cap, unless the Borrower deposits in a Cash Collateral Account an amount equal to such excess at the time of such request.”

ZZ. Section 8.01(b) of the Credit Agreement is amended and restated to read in its entirety as follows:

“(b) Specific Covenants. Any event constituting an “Event of Default” under any other Loan Document occurs or the Borrower fails to perform or observe any

term, covenant or agreement either (i) contained in any of Section 6.02(h), 6.05, 6.11, 6.12, 6.13, 6.17, or 6.19, or 6.20 or Article VII, or (ii) contained in any of Section 6.01, 6.02 (other than 6.02(h)), 6.03, 6.09(d) or 6.21 and, in the case of this clause (ii), such failure continues for 15 days after the earlier of (x) knowledge thereof by any Responsible Officer or (y) receipt by the Borrower of a Notice of Default with respect thereto; or”

“(including the Guarantee by the Borrower to the Sellers of the Indebtedness and all obligations in connection therewith of the Seller Note SPV under the Permitted Seller Notes, the Guarantee by the Borrower of the Indebtedness and all obligations in connection therewith of the Margin Loan SPV under the Permitted Margin Loan Financing and the unsecured Guarantee by the Borrower described in Section 7.03(s))”

“(including the Guarantee by the Borrower to the Sellers of the Indebtedness and all obligations in connection therewith of the Seller Note SPV under the Permitted Seller Notes, the Guarantee by the Borrower of the 313 Facility the Guarantee by the Borrower of the Indebtedness and all obligations in connection therewith of the Margin Loan SPV under the Permitted Margin Loan Financing and the unsecured Guarantee by the Borrower described in ~~Section 7.03(s)~~)”.

“or conversion of any Apollo Permitted Seller Notes pursuant to the terms of the Apollo Permitted Seller Notes Indenture (or of any notes pursuant to the terms of any Permitted Refinancing Convertible Bond Indebtedness thereof) or (Y) any conversion or exchange of the Permitted Seller Notes into or for the Class A TERP Common Stock (and related payments of Cash in lieu of fractional shares), any conversion or exchange of the Permitted Mandatory Convertible Preferred into or for the common Equity Interest in the Borrower (and related payments of Cash in lieu of fractional shares) or any redemption or repurchase of Permitted Seller Notes or Permitted Mandatory Convertible Preferred upon the occurrence of a “Fundamental Change” (or equivalent) under the applicable indenture or other applicable document shall not constitute an Event of Default under this clause (i) or any redemption required by Article III of the 2018 Convertible Senior Notes Indenture or Article III of the 2021 Convertible Senior Notes Indenture or the corresponding section or article of the 2020 Convertible Senior Notes Indenture or the corresponding section or article of the 2022 Convertible Senior Notes Indenture or the corresponding section or article of the 2023 Convertible Senior Notes Indenture or the corresponding section or article of the 2025 Convertible Senior Notes Indenture or Article III of the Apollo Permitted Seller Notes Indenture or by the corresponding sections of the indentures governing any Permitted Refinancing Convertible Bond Indebtedness shall not constitute an Event of Default under this clause (i))”

“or conversion of any Apollo Permitted Seller Notes pursuant to the terms of the Apollo Permitted Seller Notes Indenture (or of any notes pursuant to the terms of any Permitted Refinancing Convertible Bond Indebtedness thereof) or conversion of any Second Lien Convertible Notes pursuant to the terms of the Second Lien Convertible Notes Indenture (or of any notes pursuant to the terms of any Second Lien Convertible Refinancing Debt thereof) or (Y) any conversion or exchange of the Permitted Seller Notes into or for the Class A TERP Common Stock (and related payments of Cash in lieu of fractional shares), any conversion or exchange of the Permitted Mandatory Convertible Preferred into or for the common Equity Interest in the Borrower (and related payments of Cash in lieu of fractional shares) or any redemption or repurchase of Permitted Seller Notes or Permitted Mandatory Convertible Preferred upon the occurrence of a “Fundamental Change” (or equivalent) under the applicable indenture or other applicable document shall not constitute an Event of Default under this clause (i) or any redemption required by Article III of the 2018 Convertible Senior Notes Indenture or Article III of the 2021 Convertible Senior Notes Indenture or the corresponding section or article of the 2020 Convertible Senior Notes Indenture or the corresponding section or article of the 2022 Convertible Senior Notes Indenture or the corresponding section or article of the 2023 Convertible Senior Notes Indenture or the corresponding section or article of the 2025 Convertible Senior Notes Indenture or the corresponding section or article of the Second Lien Convertible Notes Indenture or Article III of the Apollo Permitted Seller Notes Indenture or by the corresponding sections of the indentures governing any Permitted Refinancing Convertible Bond Indebtedness or Second Lien Convertible Refinancing Debt shall not constitute an Event of Default under this clause (i))”.

BBB. The last paragraph of Section 9.06 of the Credit Agreement is amended and restated to read in its entirety as follows:

“Any resignation by Wells Fargo as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer. If Wells Fargo resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit and Bankers’ Acceptances issued by it and outstanding, and all Bankers’ Acceptances issuable under any Acceptance Credits outstanding, as of the effective date of its resignation as L/C Issuer and all L/C- BA Obligations with respect thereto (including the right to require the Lenders to make Committed Loans that are US Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, (b) the retiring L/C

Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

CCC. Section 9.10(a)(i) of the Credit Agreement is amended and restated to read in its entirety as follows:

“(i) upon termination of the Aggregate Commitments and payment in full in cash of all Obligations (other than contingent indemnification obligations and other obligations not then payable which expressly survive termination) and the expiration or termination of all Letters of Credit and Bankers’ Acceptances (other than Letters of Credit and Bankers’ Acceptances as to which other arrangements satisfactory to the L/C Issuer shall have been made (which arrangements may include, in the L/C Issuer’s discretion, Cash Collateral or backstop letters of credit satisfactory to the L/C Issuer in an amount equal to 102.5% of the then Outstanding Amount of all L/C-BA Obligations) (the date on which all of the foregoing in this clause (i) has occurred, the “Termination Date”),”

DDD. Section 10.04(a) of the Credit Agreement is amended and restated to read in its entirety as follows:

“(a) Costs and Expenses. The Borrower shall pay (i) all reasonable out of pocket expenses incurred by each Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for such Agent and Advisor/Consultant), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all out of pocket expenses incurred by any Agent or any Lender (including the fees, charges and disbursements of any counsel for any Agent or any Lender and Advisor/Consultant), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04, or (B) in connection with the Loans made hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. All fees and reasonable out of pocket expenses of any Advisor/Consultant shall be paid by the Borrower as and when invoiced by such Advisor/Consultant.”

EEE. Exhibit D attached to the Credit Agreement is amended and restated as Exhibit D (Form of Compliance Certificate) attached hereto.

FFF. Exhibit N attached to the Credit Agreement is amended and restated as Exhibit N (Form of Second Lien Intercreditor Agreement) attached hereto.

GGG. Exhibit O attached to the Credit Agreement is amended and restated as Exhibit O (Form of Second Lien Credit Agreement) attached hereto.

HHH. Exhibit XX attached to the Credit Agreement is amended and restated as Exhibit XX (Form of Second Lien Convertible Notes Indenture) attached hereto.

III. Schedule 5.23 attached hereto is inserted in the Credit Agreement as Schedule 5.23(A) (Letters of Credit and Bankers’ Acceptances) thereto.

A. Section I (Investment Related Property) of Schedule 5.2 to the Pledge and Security Agreement is hereby amended and restated in the form of Annex B (Investment Related Property) attached hereto.

(i) Section 2.2(b) of the Pledge and Security Agreement is hereby amended and restated:

“(b) any of the outstanding capital stock of a Controlled Foreign Corporation in excess of 65% of the voting power of all classes of capital stock of such Controlled Foreign Corporation entitled to vote;”

(i) Section 2.2(c) of the Pledge and Security Agreement is hereby amended by replacing the following phrase:

“(y) each other Person which is not a Subsidiary (other than any Unrestricted Subsidiary)”;

(ii) Section 2.2(d) of the Pledge and Security Agreement is hereby amended by amending and restating the proviso appearing therein to read in its entirety as follows:

“provided, further, however, that the Collateral shall include (and such security interest shall attach to) the Equity Interests in (i) YieldCo and YieldCo Intermediate, (ii) YieldCo II and YieldCo II Intermediate, (iii) Intermediate Holdings, (iv) First Wind Holdings, (v) Apollo Holdings and all Equity Interests held by Apollo Holdings, (vi) each of the Loan Party Service Providers and (vii) any Warehouse Entity (if any equity interest therein is directly held or owned by any Grantor);”

(iii) replacing the period at the end of clause (e) thereof with the phrase “; and” and inserting a new clause (f), which shall read in its entirety as follows:

“(f) the Fronting Compensation Fee Account (as defined in the Second Lien Credit Agreement as in effect on the Amendment No. 9 Date) and the funds on deposit therein.”

(i) a counterpart signature page of this Amendment duly executed by the Loan Parties, each L/C Issuer and the Required Lenders and the acknowledgement of this Amendment by the Administrative Agent;

(ii) evidence that the Borrower and its Subsidiaries shall have (A) repaid in full all Indebtedness under the Existing Second Lien Credit Agreement, (B) terminated any commitments to lend or make other extensions of credit thereunder, and (C) delivered to Administrative Agent all documents or instruments necessary to release all Liens securing such Indebtedness or other obligations of the Borrower and its Subsidiaries thereunder being repaid on the Amendment No. 9 Date;

(iii) evidence that the Borrower and its Subsidiaries shall have (i) repaid in full all Indebtedness under the Existing Margin Loan Agreement, (ii) terminated any commitments to lend or make other extensions of credit thereunder, (iii) delivered to Administrative Agent all documents or instruments necessary to release all Liens securing such Indebtedness or other obligations of the Borrower and its Subsidiaries and other obligors thereunder being repaid on the Closing Date;

(vi) evidence that the Borrower has established at least three Cash Collateral Accounts;

(vii) The representations and warranties contained in Section 5.23 of the Credit Agreement (after giving effect to this Amendment) are true and correct on and as of the date of the Amendment No. 9 Date;

(viii) a payment of all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Administrative Date, and

(vii) each of the agreements, documents, instruments and other items set forth on the closing checklist attached hereto as Annex A, each of which shall be in form and substance satisfactory to the Administrative Agent.1

The date of the satisfaction of each such condition is referred to herein as the “Amendment Effective Date”.

In order to induce Lenders to enter into this Amendment, Borrower represents and warrants to each Lender that:

A. Corporate Power and Authority. Borrower has all requisite power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement and the other Loan Documents.

B. Authorization; No Contravention. The execution and delivery by Borrower of this Amendment have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any material Contractual Obligation to which Borrower is a party or affecting Borrower or the properties of Borrower or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which Borrower or its property is subject; or (c) violate any Law.

C. Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution and delivery by Borrower or performance by, or enforcement against, Borrower of this Amendment, the Credit Agreement or any other Loan Document, except those that, if not obtained or made, would not reasonably be expected to have a Material Adverse Effect.

D. Binding Effect. This Amendment, when delivered hereunder, will have been duly executed and delivered by Borrower, and when so delivered will constitute a legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).

E. Incorporation of Representations and Warranties from Credit Agreement. The representations and warranties contained in Article V of the Credit Agreement will be true and correct in all material respects on and as of the Amendment Effective Date after giving effect to the Amendment to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date.

F. Absence of Default. After giving effect to this Amendment, no event has occurred and is continuing or would result from the transactions contemplated by this Amendment that would constitute an Event of Default or a Default.

Each Lender party hereto hereby (A) consents to the terms of the Second Lien Credit Agreement in substantially the form attached hereto as Exhibit O and (B) consents to the terms of the Second Lien Convertible Notes Indenture in substantially the form attached hereto as Exhibit XX and (C) authorizes and directs the Administrative Agent to execute the Second Lien Intercreditor Agreement in substantially the form attached hereto as Exhibit N.

The Borrower shall, and shall cause each other Loan Party to, comply with the requirements set forth on Annex C within the time periods set forth therein (as any such period may be extended by the Administrative Agent in its sole discretion) (and, notwithstanding anything in the Credit Agreement or otherwise to the contrary, any failure to so comply shall result in an immediately Event of Default under the Credit Agreement.

Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendments to the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Loan Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents the payment and performance of all “Obligations” under each of the Loan Documents to which is a party (in each case as such terms are defined in the applicable Loan Document).

Each Guarantor acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment, except as expressly amended by this Amendment. Each Guarantor represents and warrants that all representations and warranties contained in the Credit Agreement and the Loan Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the Amendment Effective Date after giving effect to the Amendment to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date.

Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.

A. Effect on the Credit Agreement and the Other Loan Documents. Except as expressly amended by this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. On and after the effectiveness of this Amendment, this Amendment shall for all purposes constitute a Loan Document.

B. Headings. Section and Subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect.

C. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

D. Counterparts. This Amendment may be executed in any number of 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.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.


DEUTSCHE BANK AG NEW YORK BRANCH,
as a Lender

By:		/s/ Marcus M. Tarkington
Name:		Marcus M. Tarkington
Title:		Director

By:		/s/ Benjamin Souh
Name:		Benjamin Souh
Title:		Vice President


MIHI LLC,
as a Lender

By:		/s/ Ayesha Farooqi
Name:		Ayesha Farooqi
Title:		Authorized Signatory

By:		/s/ Michael Barrish
Name:		Michael Barrish
Title:		Authorized Signatory

The undersigned hereby joins this Amendment No. 9 to Credit Agreement solely for the purpose of evidencing the undersigned’s consent to amend Sections 2.03(b)(i) and 2.03(c)(v) of the Credit Agreement, as set forth in clauses G and H of Section I of this Amendment.


CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
as a Lender

By:		/s/ Mikhail Faybusovich
Name:		Mikhail Faybusovich
Title:		Authorized Signatory

By:		/s/ Gregory Fantoni
Name:		Gregory Fantoni
Title:		Authorized Signatory


SUNEDISON HOLDINGS CORPORATION,
as a Guarantor

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer

SUNEDISON INTERNATIONAL, INC., as a Guarantor

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer

MEMC PASADENA, INC., as a Guarantor

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer

ENFLEX CORPORATION, as a Guarantor

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer

NVT, LLC, as a Guarantor

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer


SOLAICX,
as a Guarantor

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer

SUN EDISON LLC, as a Guarantor

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer

SUNEDISON CANADA, LLC, as a Guarantor

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer

SUNEDISON INTERNATIONAL, LLC, as a Guarantor

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer

FOTOWATIO RENEWABLE VENTURES, INC., as a Guarantor

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer


SUNEDISON CONTRACTING, LLC,
as a Guarantor

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer

NVT LICENSES, LLC, as a Guarantor

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer

TEAM-SOLAR, INC., as a Guarantor

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer

SUNEDISON UTILITY HOLDINGS, INC., as a Guarantor

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer

SUNE ML 1, LLC, as a Guarantor

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Authorized Officer


Acknowledged by:

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent

By:		/s/ Brian Carrico
Name:		Brian Carrico
Title:		Senior Vice President


		CR₁ = CR₀ ×		OS₁
		CR₁ = CR₀ ×		OS₀


CR₀ =		the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date of such dividend or distribution, or immediately prior to the Open of Business on the effective date of such share split or combination, as applicable;

CR₁ =		the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date of such dividend or distribution, or immediately after the Open of Business on the effective date of such share split or combination, as applicable;

OS₀ =		the number of shares of Common Stock outstanding immediately prior to the Open of Business on such Ex-Dividend Date of such dividend or distribution, or immediately prior to the Open of Business on the effective date of such share split or combination, as applicable; and


		CR₁ = CR₀ ×		OS₀ + X
		CR₁ = CR₀ ×		OS₀ + Y


CR₀ =		the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such distribution;

CR₁ =		the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date for such distribution;

OS₀ =		the number of shares of Common Stock outstanding immediately prior to the Open of Business on such Ex-Dividend Date for such distribution;

X =		the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and

Y =		the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants divided by the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading-Day period ending on, and including, the Trading Day immediately preceding the announcement date for such distribution.



4.1		Indenture, dated as of January 11, 2016, governing the 5% Guaranteed Convertible Senior Secured Notes, among the Company, the guarantors named therein and Wilmington Trust, National Association, as trustee.

4.2		Form of 5% Guaranteed Convertible Senior Secured Notes due 2018 (included in Exhibit 4.1).

10.1		Second Lien Credit Agreement, dated as of January 11, 2016, among the Company, the Guarantors, Deutsche Bank AG New York Branch and the other parties named therein.

10.2		Intercreditor Agreement, dated as of January 11, 2016, among the Company, Wilmington Trust, National Association, as collateral trustee, and Wells Fargo Bank, National Association, as first lien administrative agent.

10.3		Collateral Trust Agreement, dated as of January 11, 2016, among the Company, the Guarantors, Deutsche Bank AG (New York Branch), as administrative agent, and Wilmington Trust, National Association, as trustee and collateral trustee.

10.4		Second Lien Security and Pledge Agreement, dated as of January 11, 2016, among the Company, the Guarantors and Wilmington Trust, National Association, as collateral trustee.

10.5		Amendment No. 9 to Credit Agreement, dated as of January 11, 2016, among the Company, the Guarantors and the lenders party thereto.


ARTICLE 1. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION		1

Section 1.01	Definitions	1
Section 1.02	References to Interest	17
Section 1.03	Acts of Holders	17

ARTICLE 2. THE NOTES		19

Section 2.01	Title and Terms; Payments	19
Section 2.02	Ranking	19
Section 2.03	Denominations	20
Section 2.04	Execution, Authentication, Delivery and Dating	20
Section 2.05	Temporary Notes	20
Section 2.06	Registration; Registration of Transfer and Exchange	21
Section 2.07	Transfer Restrictions	22
Section 2.08	Expiration of Restrictions	24
Section 2.09	Mutilated, Destroyed, Lost and Stolen Notes	25
Section 2.10	Persons Deemed Owners	26
Section 2.11	Transfer and Exchange	26
Section 2.12	Purchase of Notes; Cancellation	30
Section 2.13	CUSIP Numbers	30
Section 2.14	Payment and Computation of Interest	30

ARTICLE 3. REPURCHASE AT THE OPTION OF THE HOLDERS		31

Section 3.01	Purchase at Option of Holders upon a Fundamental Change	31
Section 3.02	Fundamental Change Company Notice	31
Section 3.03	Repurchase Procedures	33
Section 3.04	Effect of Fundamental Change Purchase Notice	34
Section 3.05	Withdrawal of Fundamental Change Purchase Notice	34
Section 3.06	Deposit of Fundamental Change Purchase Price	34
Section 3.07	Notes Purchased in Whole or in Part	35
Section 3.08	Covenant To Comply with Applicable Laws upon Purchase of Notes	35
Section 3.09	Repayment to the Company	35
Section 3.10	Purchase at the Option of Holders upon a Credit Agreement Mandatory Prepayment.	35

ARTICLE 4. CONVERSION		36

Section 4.01	Right To Convert.	36
Section 4.02	Conversion Procedures	40
Section 4.03	Settlement Upon Conversion.	41
Section 4.04	Adjustment of Conversion Rate	46
Section 4.05	Discretionary and Voluntary Adjustments	56


Section 4.06	Adjustment to Conversion Rate Upon Conversion in Connection with a Make-Whole Fundamental Change	57
Section 4.07	Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale.	59
Section 4.08	Certain Covenants	61
Section 4.09	Responsibility of Trustee.	61
Section 4.10	Notice of Adjustment to the Trustee.	62
Section 4.11	Notice to Holders.	62

ARTICLE 5. COVENANTS		63

Section 5.01	Payment of Principal and Interest and the Fundamental Change Purchase Price.	63
Section 5.02	Maintenance of Office or Agency	63
Section 5.03	Provisions as to Paying Agent	64
Section 5.04	Reports	65
Section 5.05	Statements as to Defaults	66
Section 5.06	Additional Interest Notice	66
Section 5.07	Compliance Certificate and Opinions of Counsel	67
Section 5.08	Additional Interest	67
Section 5.09	Corporate Existence	68
Section 5.10	Restriction on Resales	69
Section 5.11	Further Instruments and Acts	69
Section 5.12	Par Value Limitation	69
Section 5.13	Maintenance of Collateral	69
Section 5.14	Further Assurances	69
Section 5.15	Company to Furnish Trustee Names and Addresses of Holders	69
Section 5.16	Additional Guarantors	70
Section 5.17	Additional Collateral	70
Section 5.18	First Lien Refinancing Debt.	72

ARTICLE 6. REMEDIES		73

Section 6.01	Events of Default	73
Section 6.02	Acceleration; Rescission and Annulment	75
Section 6.03	Additional Interest	77
Section 6.04	Waiver of Past Defaults	77
Section 6.05	Control by Majority	78
Section 6.06	Limitation on Suits	78
Section 6.07	Rights of Holders to Receive Payment and to Convert	78
Section 6.08	Collection of Indebtedness; Suit for Enforcement by Trustee	79
Section 6.09	Trustee May Enforce Claims Without Possession of Notes	79
Section 6.10	Trustee May File Proofs of Claim	79
Section 6.11	Restoration of Rights and Remedies	79
Section 6.12	Rights and Remedies Cumulative	80
Section 6.13	Delay or Omission Not a Waiver	80
Section 6.14	Priorities	80


Section 6.15	Undertaking for Costs	80
Section 6.16	Waiver of Stay, Extension and Usury Laws	81
Section 6.17	Notices from the Trustee	81

ARTICLE 7. SATISFACTION AND DISCHARGE		81

Section 7.01	Discharge of Liability on Notes	81
Section 7.02	Deposited Monies to Be Held in Trust by Trustee	82
Section 7.03	Paying Agent to Repay Monies Held	82
Section 7.04	Return of Unclaimed Monies	82
Section 7.05	Reinstatement	82

ARTICLE 8. SUPPLEMENTAL INDENTURES		83

Section 8.01	Supplemental Indentures Without Consent of Holders	83
Section 8.02	Supplemental Indentures With Consent of Holders	84
Section 8.03	Notice of Amendment or Supplement	85
Section 8.04	Trustee to Sign Amendments, Etc.	85

ARTICLE 9. SUCCESSOR COMPANY		85

Section 9.01	Company and Guarantors May Consolidate, Etc. on Certain Terms	85
Section 9.02	Successor Company to Be Substituted	86
Section 9.03	Officer’s Certificate and Opinion of Counsel to Be Given to Trustee	87

ARTICLE 10. NO REDEMPTION		87

Section 10.01	No Redemption	87

ARTICLE 11. THE TRUSTEE		87

Section 11.01	Duties and Responsibilities of Trustee	87
Section 11.02	[Reserved]	89
Section 11.03	Rights of the Trustee.	89
Section 11.04	Trustee’s Disclaimer.	90
Section 11.05	Trustee or Agents May Own Notes	90
Section 11.06	Monies to be Held in Trust	90
Section 11.07	Compensation and Expenses of Trustee	91
Section 11.08	Officer’s Certificate as Evidence	92
Section 11.09	Conflicting Interests of Trustee	92
Section 11.10	Eligibility of Trustee	92
Section 11.11	Resignation or Removal of Trustee	92
Section 11.12	Acceptance by Successor Trustee	93
Section 11.13	Succession by Merger, Etc.	94
Section 11.14	Preferential Collection of Claims	94
Section 11.15	Trustee’s Application for Instructions from the Company	95


ARTICLE 12. MISCELLANEOUS		95

Section 12.01	Effect on Successors and Assigns	95
Section 12.02	Governing Law	95
Section 12.03	[Reserved].	95
Section 12.04	Trust Indenture Act	95
Section 12.05	Benefits of Indenture	95
Section 12.06	Calculations	95
Section 12.07	Execution in Counterparts	96
Section 12.08	Notices	96
Section 12.09	No Recourse Against Others	97
Section 12.10	Tax Withholding	97
Section 12.11	Waiver of Jury Trial	97
Section 12.12	U.S.A. Patriot Act	98
Section 12.13	Force Majeure	98
Section 12.14	Submission to Jurisdiction.	98

ARTICLE 13. GUARANTEE		99

Section 13.01	Guarantee.	99
Section 13.02	Execution and Delivery of Guarantees.	100
Section 13.03	Release of Guarantors.	100

ARTICLE 14. COLLATERAL AND SECURITY		101

Section 14.01	Security Interest.	101
Section 14.02	Trustee Duties.	102
Section 14.03	Authorization of Actions to be Taken.	103
Section 14.04	Release of Collateral.	104



OS₁ =		the number of shares of Common Stock outstanding immediately after giving effect to such dividend or distribution, or immediately after the effective date of such subdivision or combination of common stock, as the case may be.


CR₀=		the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such distribution;

CR₁ =		the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date for such distribution;

SP_{0 =}		the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day-period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and


FMV =		the fair market value (as determined in good faith by the Board of Directors or a duly authorized committee thereof) of the shares of Capital Stock, evidences of indebtedness, assets or property or rights, options or warrants distributed with respect to each outstanding share of Common Stock as of the Open of Business on the Ex-Dividend Date for such distribution.


MP0 =		the average of the Closing Sale Prices of Common Stock over the Valuation Period.


		CR₁ = CR₀ ×		AC + (SP₁ × OS₁)
		CR₁ = CR₀ ×		OS₀ × SP₁


Execution

Convertible bond offering

				Convertible Senior Notes due 2018
Coupon rate					5.000%

Principal amount					$200,000,000

Public offering price					100%

Last reported sale price					$5.66

Conversion premium					32.5%
Conversion rate					133.3333
Approximate conversion price					$7.5000

Pricing date					1/6/16
Trade date					1/11/16
Closing date					7/2/18

Fundamental change increase in conversion rate — Convertible Senior Notes due 2018

	Stock Price
Effective Date	$5.66	$6.50	$7.50	$10.00		$12.50		$15.00	$17.50	$20.00	$25.00	$30.00	$35.00	$45.00	$55.00	$65.00
1/11/2016	43.3451	33.6647	25.7174		14.6246		9.2493	6.2742	4.4676	3.2925	1.9117	1.1658	0.7214	0.2519	0.0448	0.0000
7/1/2016	43.3451	33.2998	24.9000		13.4823		8.1847	5.3723	3.7270	2.6904	1.5139	0.8992	0.5394	0.1651	0.0192	0.0000
1/1/2017	43.3451	32.2149	23.2687		11.5937		6.5500	4.0581	2.6935	1.8812	1.0129	0.5822	0.3351	0.0802	0.0000	0.0000
7/1/2017	43.3451	30.5123	20.7915		8.8857		4.3433	2.3879	1.4528	0.9594	0.4915	0.2752	0.1478	0.0143	0.0000	0.0000
1/1/2018	43.3451	27.1770	16.2338		4.4902		1.2037	0.2823	0.0501	0.0100	0.0016	0.0000	0.0000	0.0000	0.0000	0.0000
7/2/2018	43.3451	20.5129	0.0000		0.0000		0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000

Maximum conversion rate					176.6784	$	5.660000

No additional shares
Above				$	65.00
Below				$	5.66


No.:	[ ]

CUSIP:		86732Y AN9; provided that, at such time as the Company provides the Free Transferability Certificate to the Trustee and the Registrar, this CUSIP number will be deemed removed and replaced with the CUSIP number 86732Y AP4.

Principal Amount $		[ ] as revised by the Schedule of Increases and Decreases in the Global Note attached hereto


Date	Amount of Increase in Principal Amount of Global Note	Amount of Decrease in Principal Amount of Global Note	Principal Amount of Global Note After Increase or Decrease	Notation by Registrar, Note Custodian or authorized signatory of Trustee


Section		Page
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS			2
1.01	Defined Terms		2
1.02	Other Interpretive Provisions		47
1.03	Accounting Terms		48
1.04	Rounding		48
1.05	[Reserved]		48
1.06	[Reserved]		48
1.07	[Reserved]		48
1.08	Times of Day		48

ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS			48
2.01	Loans		48
2.02	Borrowings, Conversions and Continuations of Term Loans		49
2.03	[Reserved]		50
2.04	[Reserved].		50
2.05	Prepayments		50
2.06	[Reserved]		54
2.07	Repayment of Loans		54
2.08	Interest		54
2.09	Fees		55
2.10	Computation of Interest and Fees		56
2.11	Evidence of Debt		56
2.12	Payments Generally; Administrative Agent’s Clawback		57
2.13	Sharing of Payments by Lenders		58
2.14	Increase in Commitments		58
2.15	Defaulting Lenders		61

ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY			62
3.01	Taxes		62
3.02	Illegality		66
3.03	Inability to Determine Rates		67
3.04	Increased Costs		67
3.05	Compensation for Losses		69
3.06	Mitigation Obligations; Replacement of Lenders		69
3.07	Survival		70

ARTICLE IV CONDITIONS PRECEDENT TO CLOSING DATE			70
4.01	Conditions Precedent to the Closing Date		70

ARTICLE V REPRESENTATIONS AND WARRANTIES			72
5.01	Existence, Qualification and Power		72
5.02	Authorization; No Contravention		72
5.03	Governmental Authorization; Other Consents		73
5.04	Binding Effect		73
5.05	Financial Statements; No Material Adverse Effect		73


Section		Page
5.06	Litigation		73
5.07	No Default		74
5.08	Ownership of Property; Liens		74
5.09	Environmental Compliance		75
5.10	Insurance		75
5.11	Taxes		75
5.12	ERISA Compliance		75
5.13	Subsidiaries; Equity Interests		76
5.14	Margin Regulations; Investment Company Act		76
5.15	Disclosure		77
5.16	Compliance with Laws		77
5.17	Taxpayer Identification Number		77
5.18	Intellectual Property; Licenses, Etc.		77
5.19	Solvency		78
5.20	Security Documents		78
5.21	PATRIOT Act		78
5.22	Related Agreements		78

ARTICLE VI AFFIRMATIVE COVENANTS			79
6.01	Financial Statements		79
6.02	Certificates; Other Information		80
6.03	Notices		82
6.04	Payment of Obligations		82
6.05	Preservation of Existence, Etc.		83
6.06	Maintenance of Properties		83
6.07	Maintenance of Insurance		83
6.08	Compliance with Laws		83
6.09	Compliance with Environmental Laws		84
6.10	Books and Records		84
6.11	Inspection Rights		84
6.12	Use of Credit Facility		85
6.13	Additional Subsidiary Guarantors and Grantors		85
6.14	Additional Collateral		87
6.15	Material Contracts		90
6.16	Further Assurances		90
6.17	Post-Closing Matters		90
6.18	Lenders Meetings		90
6.19	Issuance of Warrants		91
6.20	Management Services and Operation and Maintenance Service Providers		91

ARTICLE VII NEGATIVE COVENANTS			91
7.01	Liens		91
7.02	Investments		94
7.03	Indebtedness		99
7.04	Fundamental Changes		105


Section		Page
7.05	Dispositions		106
7.06	Restricted Payments		108
7.07	Change in Nature of Business		111
7.08	Transactions with Affiliates		111
7.09	Burdensome Agreements		111
7.10	Use of Proceeds		112
7.11	Financial Covenants		112
7.12	Amendments to Organization Documents; Borrower/SSL TopCo Agreement, Borrower/YieldCo Agreement		112
7.13	Accounting Changes		113
7.14	Prepayments of Indebtedness		113
7.15	Amendment of Indebtedness		117
7.16	Pasadena Real Estate and Sherman Real Estate		118
7.17	YieldCo II IPO		118
7.18	Intermediate Holdings		119

ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES			119
8.01	Events of Default		119
8.02	Remedies Upon Event of Default		123
8.03	Application of Funds		123

ARTICLE IX ADMINISTRATIVE AGENT			124
9.01	Appointment and Authority		124
9.02	Rights as a Lender		124
9.03	Exculpatory Provisions		125
9.04	Reliance by Administrative Agent		126
9.05	Delegation of Duties		126
9.06	Resignation of Administrative Agent		127
9.07	Non-Reliance on Agents and Other Lenders		127
9.08	No Other Duties, Etc.		128
9.09	Administrative Agent May File Proofs of Claim		128
9.10	Collateral and Guaranty Matters; Collateral Trust Agreement		129
9.11	Withholding Taxes		131

ARTICLE X MISCELLANEOUS			132
10.01	Amendments, Etc.		132
10.02	Notices; Effectiveness; Electronic Communication		133
10.03	No Waiver; Cumulative Remedies; Enforcement		135
10.04	Expenses; Indemnity; Damage Waiver		136
10.05	Payments Set Aside		138
10.06	Successors and Assigns		138
10.07	Treatment of Certain Information; Confidentiality		142
10.08	Right of Setoff		143
10.09	Interest Rate Limitation		143
10.10	Counterparts; Integration; Effectiveness		144
10.11	Survival of Representations and Warranties		144
10.12	Severability		144


Section		Page
10.13	Replacement of Lenders		144
10.14	Governing Law; Jurisdiction; Etc.		145
10.15	Waiver of Jury Trial		146
10.16	No Advisory or Fiduciary Responsibility		147
10.17	Electronic Execution of Assignments and Certain Other Documents		147
10.18	USA PATRIOT Act		147
10.19	Judgment Currency		148
10.20	Segregation of Assets and Liabilities		148


1.01(a)		Disqualified Lenders
1.01(c)		Closing Date Unrestricted Subsidiaries
1.01(d)		Closing Date Non-Recourse Subsidiaries
2.01		Commitments and Applicable Percentages
2.09		Lenders
4.01		Closing Checklist
5.13		Subsidiaries; Material Equity Investments
6.14(b)		Mortgaged Property Requirements
6.17		Post-Closing Obligations
6.19		Warrant Holders and Shares
7.01		Existing Liens
7.02		Existing Investments
7.03		Existing Indebtedness
10.02		Administrative Agent’s Office; Certain Addresses for Notices


		*Form of*

A		Loan Notice
B		Warrant
C-1		Tranche A-1 Note
C-2		Tranche A-2 Note
D		Compliance Certificate
E-1		Assignment and Assumption
E-2		Administrative Questionnaire
F		Pledge and Security Agreement
G		Guaranty Agreement
H		Intercompany Note
I		Perfection Certificate
J		Apollo Sponsor Support Agreement Terms
K		Borrower/YieldCo II Agreements
L		Collateral Trust Agreement
M		Second Lien Convertible Notes Indenture


For any Eurocurrency Rate Loans:		For any Base Rate Loans:
10.00%		9.00%


SUNEDISON, INC., as the Borrower

By:		/s/ Brian Wuebbels
Name:		Brian Wuebbels
Title:		Executive Vice President, CAO & CFO


TENNENBAUM SPECIAL SITUATIONS IX-O, L.P., as a Lender

By Tennenbaum Capital Partners, LLC, its Investment Manager

By:		/s/ Raj Vig
Name:		Raj Vig
Title:		Managing Partner


TENNENBAUM SPECIAL SITUATIONS IX-C, L.P., as a Lender

By Tennenbaum Capital Partners, LLC, its Investment Manager

By:		/s/ Raj Vig
Name:		Raj Vig
Title:		Managing Partner


TENNENBAUM HEARTLAND CO-INVEST, LP, as a Lender

By Tennenbaum Capital Partners, LLC, its Investment Manager

By:		/s/ Raj Vig
Name:		Raj Vig
Title:		Managing Partner


683 CAPITAL PARTNERS LP, as a Lender

By:		/s/ Joseph Patt
Name:		Joseph Patt
Title:		Member of GP


MIHI LLC, as a Lender

By:		/s/ Stephen Mohos
Name:		Stephen Mohos
Title:		Authorized Signatory


LINCOLN SQUARE FUNDING ULC, as a Lender

By:		/s/ Irfan Ahmed
Name:		Irfan Ahmed
Title:		Authorized Signatory


FIFTH STREET STATION LLC, as a Lender

By:		/s/ Ben Kolps
Name:		Ben Kolps
Title:		Managing Director


BARCLAYS BANK PLC, as a Lender

By:		/s/ Ronnie Glenn
Name:		Ronnie Glenn
Title:		Vice President


		Page
SECTION 1.	Definitions		2

1.1	Defined Terms		2
1.2	Terms Generally		13

SECTION 2.	Lien Priorities		13

2.1	Relative Priorities		13
2.2	Prohibition on Contesting Liens; No Marshaling		14
2.3	No New Liens		15
2.4	Similar Liens and Agreements		16
2.5	Perfection of Liens		16
2.6	Nature of First Lien Obligations		17

SECTION 3.	Enforcement		17

3.1	Exercise of Remedies		17
3.2	Actions Upon Breach; Specific Performance		21

SECTION 4.	Payments		22

4.1	Application of Proceeds		22
4.2	Payments Over		23

SECTION 5.	Other Agreements		24

5.1	Releases		24
5.2	Insurance		26
5.3	Amendments to First Lien Loan Documents and Second Lien Documents		27
5.4	Confirmation of Subordination in Second Lien Collateral Documents		29
5.5	Gratuitous Bailee/Agent for Perfection		30
5.6	When Discharge of Obligations Deemed to Not Have Occurred		32
5.7	Purchase Right		33
5.8	Designation of Hedging/Bank Product Obligations		35

SECTION 6.	Insolvency or Liquidation Proceedings		35

6.1	Finance and Sale Issues		35
6.2	Relief from the Automatic Stay		36
6.3	Adequate Protection		37
6.4	No Waiver		39
6.5	Avoidance Issues		39
6.6	Reorganization Securities		39
6.7	Post-Petition Interest		39
6.8	Waiver		40
6.9	Separate Grants of Security and Separate Classification		40
6.10	Effectiveness in Insolvency or Liquidation Proceedings		41