EX-10.9






Exhibit 10.9




EXECUTION COPY




SECURITY TRUST AGREEMENT

(SICHERHEITENTREUHANDVERTRAG)




4 SEPTEMBER 2009




between




JPMORGAN CHASE BANK, NATIONAL ASSOCIATON

as Administrative Agent




and




OTHER SECURED PARTIES




and




THE SECURITY GRANTORS









Allen & Overy LLP




 









 





CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	Clause	 	 	 	 
	 
	 	 	 	 	 	 
	1.
	 	Interpretation	 	 	2	 
	2.
	 	Declaration of Trust and Appointment as Administrator	 	 	6	 
	3.
	 	Purpose of the German Security	 	 	7	 
	4.
	 	Power of Attorney	 	 	7	 
	5.
	 	Joint Creditor; Parallel Debt	 	 	7	 
	6.
	 	New Parties	 	 	8	 
	7.
	 	Appointment of a Security
Grantors’ Agent	 	 	9	 
	8.
	 	Responsibility	 	 	9	 
	9.
	 	Possession of Documents	 	 	9	 
	10.
	 	Realisation	 	 	9	 
	11.
	 	Indemnity	 	 	9	 
	12.
	 	Duration	 	 	10	 
	13.
	 	Costs and Expenses	 	 	10	 
	14.
	 	Partial Invalidity; Waiver	 	 	10	 
	15.
	 	Amendments	 	 	10	 
	16.
	 	Successors	 	 	10	 
	17.
	 	Notices and their Languages	 	 	11	 
	18.
	 	Applicable Law; Jurisdiction	 	 	11	 
	 
	 	 	 	 	 	 
	Schedule	 	 	 	 
	 
	 	 	 	 	 	 
	1.
	 	Original Lenders	 	 	13	 
	2.
	 	Original Obligors	 	 	14	 
	 
	 	Part 1 Original Borrowers	 	 	14	 
	 
	 	Part 2 Original Guarantors	 	 	14	 
	3.
	 	New Secured Party’s Accession Agreement	 	 	15	 
	4.
	 	New Security Grantor’s Accession Agreement	 	 	17	 
	5.
	 	German Security Documents	 	 	19	 
	6.
	 	Addresses for Notices	 	 	20	 
	7.
	 	Process Agent Appointment Letter	 	 	23	 
	 
	 	 	 	 	 	 
	Signatories	 	 	25	 






 









 






THIS SECURITY TRUST AGREEMENT (the Agreement) is made on 4 September 2009



BETWEEN:





	(1)	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a banking association organised under the laws of
the United States with its main office at 1111 Polaris Parkway, Columbus, Ohio 43240, U.S.A.
acting through its London Branch, at 125 London Wall, London EC2Y 5AJ as original pledgee,
Administrative Agent for the other Secured Parties and as proxy without power of attorney for
Future Pledgees (each as defined below)
	 
	 	 	(the Administrative Agent);
	 
	(2)	 	the other SECURED PARTIES (as defined in Clause 1.1 (Definitions) below); and
	 
	(3)	 	FIRST SOLAR, INC., a corporation organised under the laws of Delaware, United States of
America, having its business address at 350 West Washington Street, Suite 600, Tempe, Arizona
85281, United States of America as security grantor,
	 
	 	 	(the Original Security Grantor 1);
	 
	(4)	 	FIRST SOLAR HOLDINGS GMBH a limited liability company (Gesellschaft mit beschränkter Haftung)
organised under the laws of the Federal Republic of Germany, registered in the commercial
register (Handelsregister) of the local court (Amtsgericht) of Mainz, Germany, under
registration number HRB 40090 as security grantor,
	 
	 	 	(the Original Security Grantor 2);
	 
	(5)	 	FIRST SOLAR GMBH a limited liability company (Gesellschaft mit beschränkter Haftung)
organised under the laws of the Federal Republic of Germany, registered in the commercial
register (Handelsregister) of the local court (Amtsgericht) of Mainz, Germany, under
registration number HRB 8855 as security grantor,
	 
	 	 	(the Original Security Grantor 3); and
	 
	(6)	 	FIRST SOLAR MANUFACTURING GMBH a limited liability company (Gesellschaft mit beschränkter
Haftung) organised under the laws of the Federal Republic of Germany, registered in the
commercial register (Handelsregister) of the local court (Amtsgericht) of Frankfurt (Oder),
Germany, under registration number HRB 11116FF as security grantor
	 
	 	 	(the Original Security Grantor 4).
	 
	 	 	The Original Security Grantor 1, the Original Security Grantor 2, the Original Security
Grantor 3 and the Original Security Grantor 4 are hereinafter collectively referred to as
the Original Security Grantors and each as an Original Security Grantor.
	 
	 	 	The Administrative Agent, the other Secured Parties and the Security Grantors (as defined
below) are hereinafter collectively referred to as the Parties.





WHEREAS





	(A)	 	The Original Lenders (as defined below) have agreed to make available to the Borrowers (as
defined below) certain revolving credit facilities and certain letters of credit on the terms
of and subject to the Credit Agreement (as defined below).




 









 












	(B)	 	It is a condition to the Original Lenders (as defined below) making the credit facilities
available to the Borrowers (as defined below) that the Original Security Grantors enters into
this Agreement.
	 
	(C)	 	The Administrative Agent, the other Secured Parties (as defined below) and the Original
Security Grantors have agreed to enter into this Agreement for the purpose of conferring
certain rights and obligations on the Administrative Agent.





IT IS AGREED as follows:





	1.	 	INTERPRETATION
	 
	1.1	 	Definitions
	 
	 	 	In this Agreement:
	 
	 	 	Additional Domestic Borrower means a company which becomes a borrower under the Credit
Agreement after the date of the Credit Agreement that is organised under the laws of any
jurisdiction within the United States of America.
	 
	 	 	Additional Domestic Guarantor means a company which becomes a guarantor under the Credit
Agreement after the date of the Credit Agreement that is organised under the laws of any
jurisdiction within the United States of America.
	 
	 	 	Additional Foreign Borrower means a company which becomes a borrower under the Credit
Agreement after the date of the Credit Agreement that is not an Additional Domestic
Borrower.
	 
	 	 	Additional Foreign Guarantor means a company which becomes a guarantor under the Credit
Agreement after the date of the Credit Agreement that is not an Additional Domestic
Borrower.
	 
	 	 	Agent means:






	 	(a)	 	the Syndication Agent;
	 
	 	(b)	 	the Documentation Agent; and
	 
	 	(c)	 	the Administrative Agent.






	 	 	 	Assignment and Assumption Agreement means the assignment and assumption agreement, accepted
by the Administrative Agent whereby a Lender (defined as “assignor” therein) sells and
assigns to a person (defined as “assignee” therein) (such assignee becoming a Lender by the
purchase and assumption arranged for thereunder), inter alia, any or all of the assignor’s
rights and obligations in its capacity as a Lender under the Credit Agreement to the
assignee.
	 
	 	 	 	Borrower means any Domestic Borrower and any Foreign Borrower.
	 
	 	 	 	Beneficiaries means each and any of the Secured Parties other than the Administrative Agent.
	 
	 	 	 	Company means First Solar, Inc., a corporation organised under the laws of Delaware, United
States of America, having its business address at 350 West Washington Street, Suite 600,
Tempe, Arizona 85281, United States of America.
	 
	 	 	 	Credit Agreement means the New York law governed credit agreement dated on or about the
date of this Agreement between the Company and the Original Foreign Borrowers on one side
and, inter alia, the Administrative Agent and the Original Lenders together with each new
lender supplement,




 









 






	 	 	 	and assignment and assumption agreement relating thereto and any and each
other agreement or
instrument amending, modifying, extending, restating or supplementing it from time to time
providing for an approximately $300,000,000 facility and an up to $100,000,000 Incremental
Facility.
	 
	 	 	 	Documentation Agent means The Royal Bank of Scotland plc.
	 
	 	 	 	Dollar or $ means the lawful currency of the United States of America.
	 
	 	 	 	Domestic Borrower means the Company and any Additional Domestic Borrower.
	 
	 	 	 	Domestic Guarantor means any Original Domestic Guarantor and any Additional Domestic
Guarantor.
	 
	 	 	 	Foreign Borrower means any Original Foreign Borrower and any Additional Foreign Borrower.
	 
	 	 	 	Foreign Guarantor means any Original Foreign Guarantor and any Additional Foreign Guarantor.
	 
	 	 	 	German Borrower means First Solar Manufacturing GmbH and any other person or entity that is
organised under the laws of the Federal Republic of Germany which becomes a borrower under
the Credit Agreement after the date of the Credit Agreement.
	 
	 	 	 	German Guarantor means First Solar GmbH and First Solar Holdings GmbH and any other person
or entity that is organised under the laws of the Federal Republic of Germany which is
required to provide for a guarantee in connection with the Loan Documents after the date of
the Credit Agreement.
	 
	 	 	 	German Security means any and all collateral evidenced by or expressed to be created
pursuant to a German Security Document.
	 
	 	 	 	Germany Security Document means any agreement, document or other arrangement governed by
German law by or pursuant to which security over any asset of any member of the Group to
secure any obligation of any Obligor to a Secured Party under the Loan Documents is
evidenced or expressed to be created, including but not limited to the agreements, documents
and other arrangements set out in Schedule 5 to this Agreement.
	 
	 	 	 	Group means the Company and its Subsidiaries from time to time.
	 
	 	 	 	Guarantee and Collateral Agreement means the guarantee and collateral agreement dated on or
about the date of this Agreement made between, inter alia, First Solar, Inc. in favour of
the Administrative Agent which will be attached as “Exhibit A” to the Credit Agreement.
	 
	 	 	 	Guarantor means any Domestic Guarantor and any Foreign Guarantor.




 









 






	 	 	 	Incremental Facility means any additional revolving loan provided either






	 	(i)	 	by a person that already is a lender under the Credit Agreement (defined as
“increasing lender” therein) after having accepted an increase of its revolving
commitment; or
	 
	 	(ii)	 	by an assuming lender becoming a new lender under the Credit Agreement (defined
as “assuming lender” therein) after having signed a New Lender Supplement,






	 	 	 	provided that the aggregate amount of the aggregate revolving loans will in no event exceed
$400,000,000.
	 
	 	 	 	Issuing Lender means the Original Issuing Lender and any other lender that has agreed in its
sole discretion to issue a letter of credit to any Borrower or any other borrowing
Subsidiary in connection with the Credit Agreement.
	 
	 	 	 	Lender means an Original Lender and any person which becomes a lender under the Credit
Agreement, including without limitation as a assuming lender of an Incremental Facility,
after the date of this Agreement, unless, in each case, such person has ceased to be a
lender under the Credit Agreement.
	 
	 	 	 	Letter of Credit means any letter of credit issued or to be issued under the Credit
Agreement, as such letter of credit may be amended, modified, restated, extended, renewed,
increased, replaced or supplemented from time to time.
	 
	 	 	 	Loan Document means






	 	(a)	 	the Credit Agreement;
	 
	 	(b)	 	each Security Document;
	 
	 	(c)	 	any Note; and
	 
	 	(d)	 	any other document designated as such by the Administrative Agent and the Company.






	 	 	 	New Lender Supplement means a supplement to the Credit Agreement pursuant to which an
assuming lender will become a party to the Credit Agreement with a revolving commitment in
an amount agreed by such assuming lender.
	 
	 	 	 	New Secured Party has the meaning given to this term in Clause 6.1.
	 
	 	 	 	New Secured Party’s Accession Agreement has the meaning given to this term in Clause 6.1.
	 
	 	 	 	New Security Grantor has the meaning given to this term in Clause 6.2.
	 
	 	 	 	New Security Grantor’s Accession Agreement has the meaning given to this term in Clause 6.2.
	 
	 	 	 	Note means any promissory note evidencing loans in accordance with the terms of the Credit
Agreement, that may be amended, modified, supplemented, extended, renewed or replaced from
time to time.
	 
	 	 	 	Obligor means a Borrower and/or a Guarantor.
	 
	 	 	 	Original Domestic Guarantors means each of the Subsidiaries of the Company listed in
Schedule 2 under the section “Original Foreign Guarantors”.




 









 






	 	 	 	Original Foreign Borrower means each of the Subsidiaries of the Company listed in Schedule 2
under the section “Original Foreign Borrowers”.
	 
	 	 	 	Original Foreign Guarantor means each of the Subsidiaries of the Company listed in Schedule
2 under the section “Original Foreign Guarantors”.
	 
	 	 	 	Original Issuing Lender means JPMorgan Chase Bank, N.A.
	 
	 	 	 	Original Lender means each of the financial institutions set out in Schedule 1 hereto in its
capacity as original lender to the Company and the Original Foreign Borrowers.
	 
	 	 	 	Parties means the Security Grantors, the Administrative Agent and the other Secured Parties.
	 
	 	 	 	Person means an individual, partnership, corporation, limited liability company, business
trust, joint stock company, trust, unincorporated association, joint venture, any
governmental authority or other entity of whatever nature.
	 
	 	 	 	Secured Claims has the meaning given to that term in the respective German Security
Document.
	 
	 	 	 	Secured Party means an Agent, the Lenders and any affiliate of any Lender to which any
obligations under any Loan Document or under any Specified Swap Agreements are owed by any
member of the Group, any Issuing Lender and any Swap Counterparty.
	 
	 	 	 	Security means any and all collateral granted with a view to securing the Secured Claims.
	 
	 	 	 	Security Grantors means the Original Security Grantors and any company or person which
accedes to this Agreement as a New Security Grantor.
	 
	 	 	 	Security Grantors’ Agent means Original Security Grantor 3.
	 
	 	 	 	Security Document means






	 	(a)	 	the Guarantee and Collateral Agreement; and
	 
	 	(b)	 	any other document evidencing or creating collateral over any asset of an
Obligor to secure any obligation of an Obligor to a Secured Party under or in
connection with, inter alia, the Credit Agreement.






	 	 	 	Specified Swap Agreement means any Swap Agreement entered into by the Company or any
Guarantor and any lender or any affiliate of a lender in connection with any Loan Document.
	 
	 	 	 	Subsidiary means as to any Person, a corporation, partnership, 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. And unless otherwise qualified, all references to a
“Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or
Subsidiaries of the Company.
	 
	 	 	 	Swap Agreement means any agreement with respect to any swap, forward, future or derivative
transaction or option or similar agreement involving, or settled by reference to, one or
more rates, currencies, commodities, equity or debt instruments or securities, or economic,
financial or pricing indices or measures of economic, financial or pricing risk or value or
any similar transaction or any




 









 






	 	 	 	combination of these transactions; except for any phantom stock or similar plan providing
for payments only on account of services provided by current or former directors, officers,
employees or consultants of the Company or any of its Subsidiaries.
	 

	 	 	 	Swap Counterparty means any person or entity providing a Specified Swap Agreement.
	 
	 	 	 	Syndication Agent means Credit Suisse, Cayman Islands Branch.






	1.2	 	Where the context so admits, the singular includes the plural and vice versa.
	 
	1.3	 	The headings in this Agreement are for convenience only and are to be ignored in construing
this Agreement.
	 
	1.4	 	Any reference in this Agreement to a defined document is a reference to that defined document
as amended, varied, supplemented or novated from time to time.
	 
	1.5	 	Any reference to a Party or other person (including any Obligor and any Secured Party)
includes its respective successor(s) in law (including any universal successor
(Gesamtrechtsnachfolger) of that person by way of merger (Verschmelzung), any other
reorganisation contemplated in the German Transformation Act (Umwandlungsgesetz) or otherwise)
and any assign(s) and transferee(s) of that person and, to the extent legally possible, any
legal provision to the contrary is waived.
	 
	1.6	 	Unless otherwise defined herein or unless the context otherwise requires, terms defined or
referred to in the Credit Agreement or a German Security Document shall have the
same meaning when used herein.
	 
	1.7	 	In case of a conflict between a German Security Document and this Agreement, the German
Security Document shall prevail.
	 
	2.	 	DECLARATION OF TRUST AND APPOINTMENT AS ADMINISTRATOR
	 
	2.1	 	The Administrative Agent shall:






	 	(a)	 	hold and administer such German Security which is transferred or assigned by
way of security (Sicherungseigentum/Sicherungsabtretung) or otherwise granted under a
non-accessory security right (nicht akzessorische Sicherheit) as trustee (Treuhänder)
for the benefit of the Beneficiaries;
	 
	 	(b)	 	administer such German Security which is pledged (Verpfändung) or otherwise
granted under an accessory security right (akzessorische Sicherheit) to the
Administrative Agent; and
	 
	 	(c)	 	shall act in relation to the German Security in accordance with the terms and
subject to the conditions of this Agreement and the German Security Documents, as the
case may be.






	2.2	 	Each Beneficiary hereby ratifies and approves all acts done by the Administrative Agent on
such Beneficiary’s behalf before execution hereof (or the relevant Beneficiary’s accession to
this Agreement, as the case may be).
	 
	2.3	 	It is hereby agreed that, in relation to any jurisdiction the courts of which would not
recognise or give effect to the trust expressed to be created by this Agreement, the
relationship of the Beneficiaries to the Administrative Agent shall be construed as one of
principal and agent but, to the extent permissible under the laws of such jurisdiction, all
the other provisions of this Agreement shall have full force and effect between the parties
hereto.




 









 












	3.	 	PURPOSE OF THE GERMAN SECURITY
	 
	 	 	The German Security has been granted with a view to providing collateral in order to secure
the full and irrevocable satisfaction and discharge of any and all Secured Claims.
	 
	4.	 	POWER OF ATTORNEY
	 
	4.1	 	Each of the Beneficiaries herewith irrevocably authorises and grants power of attorney to the
Administrative Agent to:






	 	(a)	 	execute for and on its behalf any and all German Security Documents and any
other agreements related to the German Security, including but not limited to any New
Secured Party’s Accession Agreement and any New Security Grantor’s Accession Agreement,
any amendment agreement to this Agreement and any German Security Document and any
substitute agreement to this Agreement;
	 
	 	(b)	 	to execute for and on its behalf any German Security Document and to make and
receive all declarations and statements which are necessary or desirable in connection
therewith;






	 	(c)	(i)	 	execute for and on its behalf any release agreement in respect of the
German Security Documents (or any of them) in connection with an envisaged or effected
full and irrevocable satisfaction and discharge of the Secured Claims. If, however, a
particular German Security Document imposes an obligation to release part or all of the
German Security, the Administrative Agent may determine which part of the German
Security is to be released and shall be entitled to release that part of the German
Security; and






	 	(ii)	 	to make and receive all declarations and statements which are
necessary or desirable in connection with any of such release agreements;






	 	(d)	 	realise such German Security which is granted under the German Security
Documents in accordance with the provisions of the respective German Security Document;
	 
	 	(e)	 	make and receive all declarations and statements which are necessary or
desirable in connection with the German Security or any of the German Security
Documents or any of the agreements and documents relating thereto; and
	 
	 	(f)	 	take all other actions and measures which the Administrative Agent deems
necessary or desirable in connection with this Agreement, the German Security or any of
the German Security Documents.






	4.2	 	The Administrative Agent is exempt from the restrictions of section 181 of the German Civil
Code (Bürgerliches Gesetzbuch) as well as any similar restrictions under any applicable law.
	 
	4.3	 	The Administrative Agent has the power to grant sub-power of attorney including the release
from the restrictions of section 181 of the German Civil Code (Bürgerliches Gesetzbuch) and/or
any similar restrictions under any applicable law.
	 
	5.	 	JOINT CREDITOR; PARALLEL DEBT
	 
	5.1	 	Administrative Agent as Joint Creditor
	 
	 	 	Each of the Secured Parties and each of the Security Grantors agrees that the Administrative
Agent shall be the joint creditor (together with the relevant Secured Party) of each and
every payment




 









 






	 	 	obligation of any Security Grantor towards each and any Secured Party under any Loan
Document and that, accordingly, the Administrative Agent shall have and will have its own
and independent right to demand performance of said obligations from such Security Grantor.
The discharge of any such obligation to either the Administrative Agent or the relevant
Secured Party shall, to the same extent, discharge the corresponding obligation owing to the
other party.






	5.2	 	Abstract Debt Acknowledgement
	 
	 	 	Each Secured Party hereby irrevocably and unconditionally agrees, and each Security Grantor
hereby irrevocably and unconditionally acknowledges by way of an abstract acknowledgement of
debt (abstraktes Schuldanerkenntnis) within the meaning of §§ 780, 781 German Civil Code
(Bürgerliches Gesetzbuch), that each Security Grantor shall be obliged — on a several basis
 — to pay an amount to the Administrative Agent (or its respective successors in that
capacity) that corresponds to the total of all obligations of such relevant Security Grantor
towards the Secured Parties (or any of them) under the Loan Documents (other than under
German law governed share pledge agreements or land charges, if any) as and when the same
fall due, and that, accordingly, the Administrative Agent shall have an independent right to
request the fulfilment of said obligation from such Security Grantor in accordance with the
terms of the Loan Documents. The discharge of any such obligation to either the
Administrative Agent or the relevant Secured Party shall, to the same extent, discharge the
corresponding obligation owing to the other party.
	 
	5.3	 	Preservation of Rights
	 
	 	 	Without limiting or affecting the Administrative Agent’s rights against any Security Grantor
(under the preceding Clauses 5.2 and/or 5.3 or any other provision of any Loan Document),
the Administrative Agent agrees with each of the Secured Parties (on an individual and
divided basis) that it shall not exercise its rights as joint creditor of a Secured Party
and/or under the abstract acknowledgment of debt without the consent of the relevant Secured
Party. However, nothing in the previous sentence shall limit to any extent the
Administrative Agent’s right in whatever capacity to take any action to protect or preserve
any rights under any Loan Document or to enforce any security interest created thereby, as
stipulated in any Loan Document (or to perform any other act in that context).
	 
	6.	 	NEW PARTIES
	 
	6.1	 	New Secured Parties
	 
	 	 	If any bank, trust or financial institution or any other person becomes party to the Credit
Agreement as a Secured Party (any such bank, trust or financial institution or other person
being a New Secured Party), then the New Secured Party shall execute and deliver an
accession agreement substantially in the form of Schedule 3 (the New Secured Party’s
Accession Agreement) hereto. The Administrative Agent shall execute the New Secured Party’s
Accession Agreement for itself and on behalf of the other Secured Parties. Each of the
Security Grantors herewith irrevocably consents to any New Secured Party’s Accession
Agreement entered into in accordance with this Agreement.
	 
	6.2	 	New Security Grantors
	 
	 	 	If, by legal succession, by amendment of the Credit Agreement or otherwise, any company or
person becomes (i) an Additional Domestic Borrower and/or Additional Domestic Guarantor in
either case becoming a provider of German Security, and/or (ii) a new or additional German
Borrower and/or German Guarantor in respect of the Secured Claims and/or becomes a provider
of German Security (a New Security Grantor), then such New Security Grantor shall execute
and deliver an accession agreement substantially in the form of Schedule 4 (the New Security
Grantor’s Accession




 









 






	 	 	Agreement) hereto. The Administrative Agent shall execute the New
Security Grantor’s Accession
Agreement for itself and on behalf of the other Secured Parties. Each of the Security
Grantors herewith irrevocably consents to any New Security Grantor’s Accession Agreement
entered into in accordance with this Agreement.






	7.	 	APPOINTMENT OF A SECURITY GRANTORS’ AGENT
	 
	7.1	 	The Security Grantors hereby appoint and authorise the Security Grantors’ Agent:






	 	(a)	 	to designate a document as German Security Document; and
	 
	 	(b)	 	to sign any New Security Grantor’s Accession Agreement on their behalf.






	7.2	 	To the extend legally permitted, the Security Grantors’ Agent is exempt from the restrictions
of Section 181 of the German Civil Code (Bürgerliches Gesetzbuch) as well as any similar
restrictions under any applicable law.
	 
	7.3	 	To the extend legally permitted, the Security Grantors’ Agent has the power to grant
sub-power of attorney including the release of the restrictions of Section 181 of the German
Civil Code (Bürgerliches Gesetzbuch) and/or any similar restrictions under any applicable law.
	 
	8.	 	RESPONSIBILITY
	 
	 	 	The Administrative Agent is not responsible to any of the Beneficiaries for any failure in
perfecting or protecting the security created by any German Security Document unless
directly caused by its gross negligence (grobe Fahrlässigkeit) or wilful misconduct
(Vorsatz).
	 
	9.	 	POSSESSION OF DOCUMENTS
	 
	 	 	The Administrative Agent is not obliged to hold in its own possession any German Security
Document, title deed or other document in connection with any asset over which security is
intended to be created by a German Security Document.
	 
	10.	 	REALISATION
	 
	 	 	The German Security shall be realised, and any enforcement proceeds shall be distributed, in
accordance with the relevant provisions of the Credit Agreement together with the relevant
provisions of the German Security Documents.
	 
	11.	 	INDEMNITY
	 
	11.1	 	Liability for Damages
	 
	 	 	The Administrative Agent shall not be liable for any loss or damage suffered by the other
Secured Parties or the Security Grantors save in respect of such loss or damage which is
suffered as a result of the gross negligence (grobe Fahrlässigkeit) or wilful misconduct
(Vorsatz) of the Administrative Agent.
	 
	11.2	 	Indemnification
	 
	 	 	The Security Grantors shall indemnify and hold the Administrative Agent and each of the
other Secured Parties harmless and keep them indemnified from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever arising out of the execution,
delivery, enforcement, performance and 




 









 






	 	 	administration of this Agreement, which may be
incurred by or made against the Administrative Agent and/or any of the other Secured Parties
for anything done or omitted in the exercise or
purported exercise of the powers contained herein, provided, that the Security
Grantors shall have no obligation hereunder to the extent that liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of
any kind or nature whatsoever arising out of the execution, delivery, enforcement,
performance and administration of this Agreement are incurred by or made against the
Administrative Agent or any of the other Secured Parties as a result of the gross negligence
(grobe Fahrlässigkeit) or wilful misconduct (Vorsatz) of the Administrative Agent or any of
the other Secured Parties.






	 	 	Any reference in this paragraph to the Administrative Agent and/or the other Secured Parties
includes any officer, director, employee, agent, advisor (including any attorney or other
person appointed by the Administrative Agent or any other Secured Party in accordance with
the provisions of this Agreement and the other Loan Documents.
	 
	12.	 	DURATION
	 
	 	 	This Agreement shall remain in full force and effect until the full and irrevocable
satisfaction and discharge of the Secured Claims. This Agreement shall not cease to exist if
any payments made in satisfaction of the Secured Claims have only temporarily discharged the
Secured Claims.
	 
	13.	 	COSTS AND EXPENSES
	 
	 	 	Each of the Security Grantors shall promptly (unverzüglich) pay or reimburse each Secured
Party the amount of any and all costs, charges, fees and expenses (including fees for legal
advisers) incurred by it in connection with the enforcement or preservation of any rights
under this Agreement or any waiver in relation thereto, together in each case with any
applicable value added tax or other taxes.
	 
	14.	 	PARTIAL INVALIDITY; WAIVER
	 
	14.1	 	Invalidity
	 
	 	 	If any provision of this Agreement or part thereof should be or become invalid or
unenforceable, this shall not affect the validity of the remaining provisions hereof. The
invalid or unenforceable provision shall be replaced by that provision which best meets the
intent of the replaced provision. This shall apply analogously with respect to anything
which is accidentally not regulated in this Agreement (Vertragslücken). § 139 of the German
Civil Code (Bürgerliches Gesetzbuch) shall be waived hereby.
	 
	14.2	 	Waiver
	 
	 	 	No failure to exercise, nor any delay in exercising, on the part of the Administrative
Agent, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single
or partial exercise of any right or remedy prevent any further or other exercise thereof or
the exercise of any other right or remedy. The rights and remedies provided hereunder are
cumulative and not exclusive of any rights or remedies provided by law.
	 
	15.	 	AMENDMENTS
	 
	 	 	Changes to and amendments of this Agreement including this Clause 15 (Amendments) must be
made in writing.




 









 






	16.	 	SUCCESSORS
	 
	 	 	This Agreement shall be binding upon the Parties hereto and their respective successor(s) in
law. The Administrative Agent or any other Secured Party shall be entitled to assign or
otherwise transfer
(i) any and all of its rights and (ii) only with regard to any person which becomes a lender
or an administrative agent under the Credit Agreement after the date of this Agreement) any
and all of its duties pursuant to this Agreement to third parties. A Security Grantor is
entitled to any such transfer with the prior written consent of the Administrative Agent
only.






	17.	 	NOTICES AND THEIR LANGUAGES
	 
	17.1	 	Notices
	 
	 	 	Any notice or other communication under or in connection with this Agreement to the
Administrative Agent or the other Secured Parties shall be in writing and shall be delivered
personally, by post or facsimile and shall be sent to the address or fax number of the
party, and for the attention of the individual, set forth in Schedule 6 hereto or such other
address or facsimile number as is notified by that Party for this purpose to the Facility
Agent or the Administrative Agent from time to time.
	 
	17.2	 	Language
	 
	 	 	Unless otherwise required by statutory German law or unless otherwise agreed in writing from
time to time, any notice or other communication under or in connection with this Agreement
shall be in the English language or, if in any other language, accompanied by a translation
into English. In the event of any conflict between the English text and the text in any
other language, the English text shall prevail (unless the document is a statutory or other
official document), except that where a German translation of a legal term appears in such
text, the German translation shall prevail.
	 
	18.	 	APPLICABLE LAW; JURISDICTION
	 
	18.1	 	Governing Law
	 
	 	 	This Agreement shall be governed by and construed in accordance with the laws of the Federal
Republic of Germany.
	 
	18.2	 	Jurisdiction
	 
	 	 	The place of jurisdiction for all Parties shall be Frankfurt am Main, Federal Republic of
Germany. The Administrative Agent and the Beneficiaries, however, shall also be entitled to
take legal action against any of the Security Grantors before any other competent court of
law having jurisdiction over such Security Grantor or any of its assets.
	 
	 	 	Each Security Grantor that is not resident in Germany appoints and authorises First Solar
GmbH (address: Marie-Curie-Str. 3, 15236 Frankfurt (Oder), Germany, Germany, fax:
+49(0)6131-1443-500, att.: Anja Lange (the Process Agent) as its agent for service of
process with respect to any legal proceedings brought before any German court
(Zustellungsbevollmächtigter) in connection with this Agreement or any other Loan Document
(including any German Security Document) and releases First Solar GmbH from the restrictions
set forth in section 181 of the German Civil Code (Bürgerliches Gesetzbuch). Each Security
Grantor hereby undertakes to deliver to the Process Agent, with a copy to the Administrative
Agent, a duly executed appointment letter in the form of Schedule 7 (Process Agent
Appointment Letter) to this Agreement:




 









 












	 	(a)	 	in the case of an Original Security Grantor, promptly (unverzüglich) upon the
execution of this Agreement; or
	 
	 	(b)	 	in the case of a Security Grantor acceding to this Agreement in accordance with
Clause 5.2 (New Security Grantors) of this Agreement, promptly upon the execution of
the relevant New Security Grantor’s Accession Agreement.






 












 





SCHEDULE 1




ORIGINAL LENDERS




JPMorgan Chase Bank, N.A.




Bank of America, N.A.




Credit Suisse, Cayman Islands Branch




The Royal Bank of Scotland plc




Goldman Sachs Bank (Europe) Plc




Wells Fargo Bank, N.A.




HSBC Bank USA, National Association




Royal Bank of Canada




Morgan Stanley Bank, N.A.




 









 





SCHEDULE 2




ORIGINAL OBLIGORS




PART 1




ORIGINAL BORROWERS




ORIGINAL DOMESTIC BORROWER




First Solar, Inc.




ORIGINAL FOREIGN BORROWERS




First Solar Manufacturing GmbH




PART 2




ORIGINAL GUARANTORS




ORIGINAL DOMESTIC GUARANTORS




First Solar, Inc.




ORIGINAL FOREIGN GUARANTORS




First Solar Holdings GmbH




First Solar GmbH




First Solar Manufacturing GmbH




 









 








SCHEDULE 3




NEW SECURED PARTY’S ACCESSION AGREEMENT



THIS ACCESSION AGREEMENT is supplemental to a German law governed security trust agreement (the
Security Trust Agreement) dated [     ] between [l] as Administrative Agent (the
Administrative Agent), [l], [l] and other secured parties as beneficiaries of security
and [l], [l] and [l] as security grantors pursuant to which, inter alia, the
Administrative Agent has been appointed by the Secured Parties to act as their trustee (Treuhänder)
under German law with regard to any German law governed Security Document.



Words and expressions defined in the Security Trust Agreement have the same meaning when used in
this Accession Agreement.



We hereby agree with each other person who is a party to the Security Trust Agreement that with
effect on and from the date hereof we will be bound by the Security Trust Agreement as a Secured
Party as if we had been party originally to the Security Trust Agreement in that capacity.



[Notwithstanding the preceding paragraph, we hereby expressly state and agree with the
Administrative Agent and each other party hereto that the Administrative Agent shall not hold
and/or administer at any time any German Security created over real estate located in Germany (or
any interest in real estate located in Germany) as trustee (Treuhänder) for our benefit under
clause.*]



We hereby expressly ratify and approve any acts done by the Administrative Agent on our own behalf
as proxy without power of attorney before execution hereof by entering into any German law governed
share pledge agreement and/or accession agreement.



We herewith expressly agree and approve with Clause 5 of the Security Trust Agreement. In
particular, we herewith agree in the form and in accordance with Clause 5 of the Security Trust
Agreement that the Administrative Agent shall be the joint creditor (together with the relevant
Secured Party) of each and every payment obligation of any Security Grantor towards each and any
Secured Party under any Loan Document and that, accordingly, the Administrative Agent shall have
and will have its own and independent right to demand performance of said obligations from such
Security Grantor. The discharge of any such obligation to either the Administrative Agent or the
relevant Secured Party shall, to the same extent, discharge the corresponding obligation owing to
the other party.



We hereby also grants power of attorney to the Administrative Agent and confers the rights and
authority upon the Administrative Agent in the form and to the extent set out in Clause 4 of the
Security Trust Agreement and in Clauses 2, 5 and 6 of the respective German law governed share
pledge agreement and we also release the Security Agent from any restrictions set forth in § 181 of
the German Civil Code and/or similar restrictions under any applicable law as set out in Clause 4.2
of the Security Trust Agreement and authorise the Administrative Agent to grant sub-powers of
attorney including the release from the restrictions of § 183 of the German Civil Code and/or any
similar restrictions under any applicable law as set out in Clause 4.3 of the Security Trust
Agreement.



This Agreement is governed by and shall be construed in accordance with the laws of the Federal
Republic of Germany.




Place:  







Date:  




 









 








	 	 	 
	 

	 	 
	[acceding party]

	 	the Administrative Agent for itself and
for and on behalf of the Beneficiaries








 




			
	*	 	Option applicable only for a Secured Party which (A) is neither tax resident in Germany, nor (B)
is considered to be lending from Germany nor (C) is resident in a country with which Germany has
entered into a double taxation treaty pursuant to which Germany has waived completely the right to
tax interest earned on a loan secured by German real estate .






 











 





SCHEDULE 4




NEW SECURITY GRANTOR’S ACCESSION AGREEMENT



THIS ACCESSION AGREEMENT is supplemental to a Security Trust Agreement (the Security Trust
Agreement) dated [ ] between [l] as Administrative Agent (the Administrative Agent),
[l], [l] and other secured parties as beneficiaries of security and [l],
[l] and [l] as security grantors.



Words and expressions defined in the Security Trust Agreement have the same meaning when used in
this Accession Agreement.



We hereby agree with each other person who is a party to the Security Trust Agreement that with
effect on and from the date hereof we will be bound by the Security Trust Agreement as a Security
Grantor as if we had been party originally to the Security Trust Agreement in that capacity.



[We hereby expressly ratify and approve any acts done by the Security Grantors’ Agent on our behalf
before execution hereof.]



We herewith expressly agree and approve with Clause 5 of the Security Trust Agreement.



In particular, we herewith agree in the form and in accordance with Clause 5 of the Security Trust
Agreement that the Administrative Agent shall be the joint creditor (together with the relevant
Secured Party) of each and every payment obligation of us towards each and any Secured Party under
any Loan Document and that, accordingly, the Administrative Agent shall have and will have its own
and independent right to demand performance of said obligations from us. The discharge of any such
obligation to either the Administrative Agent or the relevant Secured Party shall, to the same
extent, discharge the corresponding obligation owing to the other party.



In addition, we hereby irrevocably and unconditionally acknowledge by way of an abstract
acknowledgement of debt (abstraktes Schuldanerkenntnis) within the meaning of §§ 780, 781 German
Civil Code (Bürgerliches Gesetzbuch), that we shall be obliged — on a several basis — to pay an
amount to the Administrative Agent (or its respective successors in that capacity) that corresponds
to the total of all obligations of us towards the Secured Parties (or any of them) under the Loan
Documents (other than under German law governed share pledge agreements or land charges, if any) as
and when the same fall due, and that, accordingly, the Administrative Agent shall have an
independent right to request the fulfilment of said obligation from us in accordance with the terms
of the Loan Documents. The discharge of any such obligation to either the Administrative Agent or
the relevant Secured Party shall, to the same extent, discharge the corresponding obligation owing
to the other party.



We hereby agree with each other person who is a party to the Security Trust Agreement that with the
effect on and from the date hereof each of the following documents is a German Security Document:





	•	 	[l];
	 
	•	 	[l]; and
	 
	•	 	[l].




This Agreement is governed by and shall be construed in accordance with German law.



Place: __________________





 









 








Date: __________________




	 	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 
	[acceding party]

	 	 
	 	the Administrative Agent for itself and
for and on behalf of the Beneficiaries
	 	 






	 	 	 	 	 
	 	 	 
	
 	 	 
	Security Grantors’ Agent for itself 	 	 
	and for and on behalf of the Security Grantors 	 	 



 









 






	 	 	 	 	 



SCHEDULE 5




GERMAN SECURITY DOCUMENTS





	1.	 	This Agreement;
	 
	2.	 	a share pledge agreement dated on or about the date of this Agreement between First Solar,
Inc. as pledgor and the Administrative Agent and the other Secured Parties as pledgees
relating to 66% of First Solar, Inc.’s shares in First Solar Holdings GmbH;
	 
	3.	 	a share pledge agreement dated on or about the date of this Agreement between First Solar,
Inc. as pledgor and the Administrative Agent and the other Secured Parties as pledgees
relating to 34% of First Solar, Inc.’s shares in First Solar Holdings GmbH;
	 
	4.	 	a share pledge agreement dated on or about the date of this Agreement between First Solar
Holdings GmbH as pledgor and the Administrative Agent and the other Secured Parties as
pledgees relating to First Solar Holdings GmbH’s shares in First Solar GmbH;
	 
	5.	 	a share pledge agreement dated on or about the date of this agreement between First Solar
Holdings GmbH as pledgor and the Administrative Agent and the other Secured Parties as
pledgees relating to First Solar Holdings GmbH’s shares in First Solar Manufacturing GmbH;
	 
	6.	 	an assignment agreement dated on or about the date of this Agreement between First Solar
Holdings GmbH as assignor and the Administrative Agent as assignee relating to intercompany
receivables and other intercompany monetary claims;
	 
	7.	 	an assignment agreement dated on or about the date of this Agreement between First Solar GmbH
as assignor and the Administrative Agent as assignee relating to intercompany receivables and
other intercompany monetary claims; and
	 
	8.	 	an assignment agreement dated on or about the date of this Agreement between First Solar
Manufacturing GmbH as assignor and the Administrative Agent as assignee relating to
intercompany receivables and other intercompany monetary claims.




 









 






SCHEDULE 6




ADDRESSES FOR NOTICES



	 	 	 
	To the Security Grantor 1:

	 	First Solar, Inc.
	 

	 	350 West Washington Street, Suite 600
	 

	 	Tempe, Arizona 85281
	 
	 	 
	 

	 	Attn.: Anja Lange
	 

	 	David Brady

	 
	 	 
	 

	 	Fax:    +49(0)6131-1443-500
	 

	 	 +1-602-414-9462

	 
	 	 
	 

	 	Email: alange@firstsolar.com
	 

	 	  dbrady@firstsolar.com

	 
	 	 
	To the Security Grantor 2:

	 	First Solar Holdings GmbH
	 
	 	 
	 

	 	Rheinstr. 4B
	 

	 	55116 Mainz
	 
	 	 
	 

	 	Germany
	 
	 	 
	 

	 	Attn.: Anja Lange
	 

	 	David Brady

	 
	 	 
	 

	 	Fax:    +49(0)6131-1443-500
	 

	 	 +1-602-414-9462

	 
	 	 
	 

	 	Email: alange@firstsolar.com
	 

	 	  dbrady@firstsolar.com

	 
	 	 
	To the Security Grantor 3:

	 	First Solar GmbH
	 
	 	 
	 

	 	Rheinstr. 4B
	 

	 	55116 Mainz
	 
	 	 
	 

	 	Germany







 









 






	 	 	 
	 

	 	Attn.: Anja Lange
	 

	 	David Brady

	 
	 	 
	 

	 	Fax:   +49(0)6131-1443-500
	 

	 	+1-602-414-9462

	 
	 	 
	 

	 	Email: alange@firstsolar.com
	 

	 	  dbrady@firstsolar.com

	 
	 	 
	To the Security Grantor 4:

	 	First Solar Manufacturing GmbH
	 
	 	 
	 

	 	Marie-Curie-Str. 3
	 

	 	15236 Frankfurt (Oder)
	 
	 	 
	 

	 	Germany
	 
	 	 
	 

	 	Attn.: Anja Lange
David Brady

	 
	 	 
	 

	 	Fax:   +49(0)6131-1443-500
	 

	 	+1-602-414-9462

	 
	 	 
	 

	 	Email: alange@firstsolar.com
	 

	 	  dbrady@firstsolar.com

	 
	 	 
	To the Administrative Agent

	 	JPMorgan Chase Bank, N.A.
	and all other Beneficiaries:

	 	10 South Dearborn, 7th Floor
	

	 	Chicago, IL 60603
	 
	 	 
	 

	 	Attention: Creston Wren
	 

	 	Telecopy: 001 (312) 385-7097
	 

	 	Telephone: 001 (312) 385-7016
	 
	 	 
	With a copy to

	 	JPMorgan Chase Bank, N.A.
	 

	 	125 London Wall
	 

	 	London
	 

	 	EC2Y 5AJ
	 
	 	 
	 

	 	Attention: Lucy Chick
	 

	 	Telecopy: +44(0)20 7325 6835
	 

	 	Telephone: +44(0)20 7325 6926
	 
	 	 
	With a copy to

	 	JPMorgan Chase Bank, N.A.
	 

	 	201 North Central Avenue, Floor
	 

	 	21Phoenix, AZ 85004






 









 






	 	 	 
	 

	 	Attention: Mark Chambers
	 

	 	Telecopy: 001 (602) 221-1502
	 

	 	Telephone: 001 (602) 221-2290






 









 






SCHEDULE 7




PROCESS AGENT APPOINTMENT LETTER




[Letterhead of Security Grantor]




To: [Process agent]



[Address]



Date: [l]




Reference:





	 	•	 	Security Trust Agreement (the Security Trust Agreement) dated [     ]
between [l] as Administrative Agent (the Administrative Agent),
[l], [l] and other secured parties as beneficiaries of
security and [l], [l] and [l] as security grantors

	 
	 	•	 	The other Loan Documents as defined and referred to in the Security
Trust Agreement (the Loan Documents)





Betreff:





	 	•	 	Sicherheitentreuhandvertrag (der Sicherheitentreuhandvertrag) vom [      ] zwischen [l] als Sicherheitenagent (der Administrative Agent),
[l], [l] und anderen Finanzierungsparteien als Begünstigte
von der Gewährung von Sicherungsrechten und [l], [l] und
[l] als Sicherungsgeber
	 
	 	•	 	Die weiteren im Sicherheitentreuhandvertrag in Bezug genommenen
Finanzierungsdokumente (die Loan Documents)





Dear Sirs,



we hereby irrevocably appoint you as our agent for service of process in
relation to any proceeding before any German court in connection with the above
mentioned Security Trust Agreement and/or any of the above mentioned Loan
Documents (including any German Security Document).



Terms defined or referred to in the security Trust Agreement shall have the
same meaning in this letter unless otherwise defined herein.



Sehr geehrte Damen und Herren,



hiermit bevollmächtigen wir Sie unwiderruflich, sämtliche Schriftstücke, die
uns im Zusammenhang mit Verfahren vor deutschen Gerichten in Verbindung mit dem
oben genannten Sicherheitentreuhandvertrag und/oder einem der oben genannten
Loan Documents (einschließlich der sog. German Security Documents) zugestellt
werden sollen, entgegenzunehmen.




 









 







Begriffe, die im Sicherheitentreuhandvertrag definiert oder in Bezug genommen
und in diesem Schreiben nicht anderweitig definiert werden, haben die gleiche
Bedeutung in diesem Schreiben, wie sie ihnen in dem Sicherheitentreuhandvertrag
beigemessen wird.




	 	 	 	 	 	 	 
	Yours sincerely

	 	 
	 	Mit freundlichen Grüßen
	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Place, date
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 





[Security Grantor]





 











 





SIGNATORIES




	 	 	 	 	 
	The Original Security Grantors



FIRST SOLAR, INC.

 	 
	By:  	 	 
	 	 	 	 
	 	 	 
	/s/ David Brady
 	 
	David Brady 	 
	Corporate Treasurer 	 
	 
	FIRST SOLAR HOLDINGS GMBH

 	 
	By:  	 	 
	 	 	 	 
	 	 	 
	/s/ David Brady
 	 
	David Brady 	 
	Authorized Officer (Prokurist) 	 
	 
	FIRST SOLAR GMBH

 	 
	By:  	 	 
	 	 	 	 
	 	 	 
	/s/ David Brady
 	 
	David Brady 	 
	Authorized Officer (Prokurist) 	 
	 
	FIRST SOLAR MANUFACTURING GMBH

 	 
	By:  	 	 
	 
	 	 	 
	/s/ David Brady
 	 
	David Brady 	 
	Authorized Officer (Prokurist) 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	The Administrative Agent




JPMORGAN CHASE BANK, N.A.

 	 
	By:  	 	 
	 	 	 	 
	 	 	 
	/s/ Stefan Kuhm
 	 
	Stefan Kuhm 	 
	Attorney-In-Fact 	 
	 



	 	 	 	 	 
	The other Secured Parties and Beneficiaries



JPMORGAN CHASE BANK, N.A.

 	 
	By:  	 	 
	 	 	 	 
	 	 	 
	/s/ Stefan Kuhm
 	 
	Stefan Kuhm 	 
	Attorney-In-Fact 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	BANK OF AMERICA, N.A.

 	 
	By:  	 	 
	 	 	 	 
	 	 	 
	/s/ David R. Barney
 	 
	David R. Barney, Senior Vice President 	 
	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	CREDIT SUISSE, CAYMAN ISLANDS BRANCH

 	 
	By:  	 	 
	 	 	 	 
	 	 	 
	/s/ Bill O’Daly
 	 
	Bill O’Daly 	 
	Director 	 
	 



	 	 	 	 	 
	 	 	 
	By:  	 	 
	 	 	 	 
	 	 	 
	/s/ Ilya Ivashkov
 	 
	Ilya Ivashkov 	 
	Associate 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	THE ROYAL BANK OF SCOTLAND PLC

 	 
	By:  	Belinda Tucker
 	 
	 	 	 	 
	Senior Vice President

 	 
	/s/ Belinda Tucker
 	 
	 	 	 
	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	GOLDMAN SACHS BANK (EUROPE) PLC

 	 
	By:  	 	 
	 	 	 	 
	 	 	 
	/s/ David Buckley
 	 
	David Buckley 	 
	Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	WELLS FARGO BANK, N.A.

 	 
	By:  	 	 
	 	 	 	 
	 	 	 
	/s/ Ken Edens
 	 
	Ken Edens 	 
	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	HSBC BANK USA, NATIONAL ASSOCIATION

 	 
	By:  	 	 
	 	 	 	 
	 	 	 
	/s/ Steven F. Larsen
 	 
	Steven F. Larsen 	 
	First Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	ROYAL BANK OF CANADA

 	 
	By:  	 	 
	 	 	 	 
	 	 	 
	/s/ Jay T. Sartain
 	 
	Jay T. Sartain 	 
	Authorized Signatory 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	MORGAN STANLEY BANK, N.A.

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 
	/s/ William Graham
 	 
	William Graham 	 
	Authorized Signatory