EFTA01366487.pdf

Amendment #4 Page 58 of 868 Air et Co tent such provisions, d could materially and adversely affect Oct business, Irate' conrkton, results of operations and cash floss Lail we are able to obtan a replacement PPA on smear terms, reinvest in a sutable replacement project or the payment of such liquidated damages ceases AdrliticaellY. certain d the laqed"level tremors) arrangements for projects in ox neat patficlio allow the lenders or intestors to accelerate the repayment of Ire Sr-arcing anangement in the event that a PPA is terminated or if certan operating threendds or performance measures are not achieved warn speched time periods We are therefore taMect to the risk d lender a investor termnalon based on si.ch criteria In the event a project.level financing arrangement mom one et owe of our projects s accelerated tide, such provisions, a could maenally and adversely affect our Dueness, loaner/A corditon, results of operations and cash nose int we are able to obtan replacement financing on scalar terms We cannot provide any assurance that financing arrangernercs contanng such provisions will not be terminated and repayments accelerated or in the event of such termnation or acceleration that we will be able to enter into replacement finanang arrangements or, commeraally reasonable ems or at all Certain of our PPAs and project-level finning arrangements Include, and PPAs and proJect•fevel financing arrangements with respect to our Mute projects may include, provisions that would permit the counterpart), to terminate the contract or accelerate maturity in the event our Sponsor ceases to control or Oval, directly or Indirectly, a majority of our company. Certain of our PPM and project-evel finanong arrangements contain, and futue PPAs ard project-IP•el financing arrangements may contemn. change.ot.control provisions not promote the counterparty with a termnabon right or tna atdity to accelerate mat int/ t a chargeiorccntro' consent is not received Generally these provisions are, or will be. triggered in the event our Sponsor owns, directly or indirectly. less that 50% of to combinol voting f0wOr which is equal to approximately 0.9% of our cutstarding capital stock or in some cases (Cu' Sponse( ceases to be the majority owner. directly or indirectly, of the applicable amect subsohary As a retrult if our Sponsor ceases to control. pr in some cases own a majority of. Global, the counterpanes could terminate such contracts or accelerate the match:). of such Wrong arrangements. The termination of any of our PPAs or tio acceleration or the maturity or ary Of Oco prqedeevel financing as a resin of a change in control of Global could have a material adverse erred on our trueness, entrust condcon resins of operations and cash roves We may face delays In enteringInto PPAs for some of our projects ormay not be able to replace expinng PPAs with contracts 0/7 similar terms. If we are unable to replace an expired distributed generation PPA with an acceptable new contract, we may be required to remove the energy assets from the site or, alternatively, we may sell the ewers to the site host. We nay expenenoe delays in entering into PPAs for some of our protects or may not be able to replace an eyeing PPA watt a contract on equivalent terms and conditions. nckxkrg at prices that permit operation of the related facility on a profitable basis In India. as opposed to the mechanism for we sale of energy from solar power projects, there Is no designated central agency for the pirchase of wInd power Consecpentkr, if we acquee Indian wind pone projects n the liture, we will be required to enter into offtske arrangements with commercial and irdustnal °Makers wholesalers or filltiOUOYI LIMON, which in most of the states can be done only after a project reaches COO f9mary, if% South Africa, days related to the irrtaementaton of the Renewable Energy Independent Poser Producer Procurement program on the part of the Sant African governtrert may cause delays in Malang PPM with Eskom Holdings Lamed a 'Eslom.• In Brazil we may be forced to buy electncrty at spot market prices to resell b government counterpanes under the applicable PPA if we fai to begn generabon of electricity ado not generate suffiaent electncty to satiety the terms of the PPA for any projects we may enter tto before such projects become operabcnal Arry delay in entenng into PPAs may adversely affect cu" cash flows horn and CAFE) generated by such projects 50 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-0058015 CONFIDENTIAL SDNY GM_00204199 EFTA01366487