EFTA01366649.pdf

Amendment #4 Page 220 of 868 tehu:.9'remmt The couterparty to the PPA is MASSE The PPA is screclited to temwete clang December 2034 and provides for a flat tariff of MYR 1 14/leAth (approximately SO 3likliAte wth the payment of penaltes in case of any failure to purchase power by the counterparty The PPA for Corporate Season provides for adasstrnents to the leed-n tariff rate on the Ida solar energy generated n a year if SEDA determines that the project has achieved cost panty. as described below Mciaysia contract hams Each of our Mee Malaysian prowls. Fortino 11. Several& Pavilion and Corporate Season. have similar corporate governance structures and arrangements with their &Make pichasers as described below Corperate govemance With respect to each of our three Malaysian projects, our arrangements monde us with We right to nomnate and amort a majority of the members el the respectwe boards of directors (except for Fortune 11 in which we can nominate and appeal( al directors), earn of which has control over its respectrve project and most matters rebtng to its rnanagerrert and operations Fend-in we' adjustments The PPAs for our Malaytian prclects provide for adjustments to the feed-in tariff rate on the total spar nergy generated in a year 4 SEDA delmmines that the project has actieved 'cost part.- For these purposes, cost panty will occur when the feed-in tent) raw a MAI be or less than the displaced costs (is the average cost or gereratng and suppying I kWh from resources other than the renewable resources through the supply lire up to tre point of interconnection with the renewable energy installation) Once the applicable project is determined to have achieved cost parity. instead of being paid the feed-in tariff rate, the °Make counterparty will pay us a tariff based on the portalng dispaced cost for the remaining duraton of the PPA In edition, t the total sobr energy generated in a year exceeds the planned amours for that year. the rate paid fa the excess energy may be a price lower than tre inhal leechn lane rate Call Right and ROFO Projects We have cal rights to acquire projects from our Sponsor and thrd parties We also have RCP:3 rights with our Sponsor Support Agreement The Support Agreement establishes (i) a rrinimum canintment from Our Sponsor to provide us with St 4 Delon of FTM CAFD, whch wa be sabered ether through (x) the Option tO acquire the derided Call Right Propels, which currently represent an aggregate capacity of approximately 4.2% 4 JAW, or (y) the open to acquire additonal weeds from our Sponsors development pipeline that will enure be designated as Call Right Projects. and Meagre of first offer on the StinEdson RCFO Projects We volt have the right to acqure Call Riga Projects set forth n the table below at vices to be determined by good faith negataton between us and our Sponsor The Support Agreement provides that we will work with our Sponsor to rrutualy ogee on the far market value. but if we are unable to. we and our Sponsor will engage a thtd-party advisor to determine the far market value, after which we have the nght (tut not the obligation) to acquire such Call Right Project Until the puce for a Call Right Rejects mutually ageed to by us and our SpanSOr in the event our Sponsor recddes a bona fide otter for a Call WI Project from a third party, we via have the VI to match any price offered by such thrd party and acquire such Call Right Finceed on tee terms our Sponsor coed obtain from the third party Alter the price for a Call Richt Asset has teen agreed and until the total aggregate Projected FTM CAFO commitment has teen satisfied. our Sponsor may not market Geer or sel that Call Right Asset to any bird pat withotit our consent The Support Agreement wit further provide Viet our Sponsor is required to offer us addttional citonhong Call Right Projects horn is pipeline on a quarterly 212 http://cfdocs.btogo.com:27638/cf/drv7/pub/edgar/2015/07/20/0001193125-15-256461/d78... 7/20/2015 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0058177 CONFIDENTIAL SDNY_GM_00204361 EFTA01366649