SECTION 12.
STANDARD OF CARE; COLLATERAL TRUSTEE MAY PERFORM.
41
SECTION 13.
MISCELLANEOUS.
41
SCHEDULE 5.1 - GENERAL INFORMATION
SCHEDULE 5.2 - COLLATERAL IDENTIFICATION
SCHEDULE 5.4 - FINANCING STATEMENTS
SCHEDULE 5.5 - LOCATION OF EQUIPMENT AND INVENTORY
EXHIBIT A - PLEDGE SUPPLEMENT
EXHIBIT B - UNCERTIFICATED SECURITIES CONTROL AGREEMENT
EXHIBIT C - SECURITIES ACCOUNT CONTROL AGREEMENT
EXHIBIT D - DEPOSIT ACCOUNT CONTROL AGREEMENT
EXHIBIT E - SECOND LIEN TRADEMARK SECURITY AGREEMENT
EXHIBIT F - SECOND LIEN PATENT SECURITY AGREEMENT
EXHIBIT G - SECOND LIEN COPYRIGHT SECURITY AGREEMENT
ii
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").
RECITALS:
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