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SUNEDISON, INC. filed this Form S-3ASR on 09/09/2013
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Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of St. Louis, State of Missouri on the 9th day of September, 2013.



/s/ Rebekah A. Foltz

  Rebekah A. Foltz
  Vice President