EFTA01366446.pdf

Amendment #4 Page 17 of 868 shit 'p1 toi V* will have the ngtt to acquire the Call Right Projects set forth in the table below at aces to be determined by good faith negotiations between us and at Sponsor The price for each of these Call Right Projects *11 be the far market value of such project The Support Agreernert provides that we will work wilt as Sponsor to mutually agee on the far market value, but t we are unable to, we and our Sponsor wet engage a thirdpany &Ansa to deter re the fair market value, after wryer) we have the right (but rot the oblgation) to acquire suchCall Right Project Until the price for such Call Right Project is mutually agreed to by us and our Sponsor. she.* our Sponsor receive a bona fide offer fa a Call Right Project from a third party, we will have the eV to match any price offered by such Med party and acquFre such Call Right Project on the terms otr Sponsor card obtan from the tend party After the price for a Call Rigil Project has been agreed upon arc trial the total aggregate Projected FTM CAFDcarmitmeM has been satisfied our Sponsor may not market offer or sell tat Cali Ft•ght Project to any third party without our consent The Support Agreement MI further provide that oil Sponsor is reawed to offer us additional qualtyng Call Right Projects from its pipeline on a 'watery basis until we have acquired projects under the Support Agreement trot have the specified mnimurn amount of Projected FTM CAFD covered by the Support Agreement We cannot assire you that we wa be offered these Call Right Projects on terms trot are favorable to us See 'Certan relationships and related party transactions—Project Support Agreement' for additional information VW recently exalted cal right agreements with seven thod-party Cevelopers assume to which we rove the right to archaise, at our election, a total of 43 solar, word and hydno-electnc projects located in Owe with an aggregate capacity of 1559 7 JAW for a specified penal. Thirteen of these projects with an aggregate tamely of 371 7 MW have reached their CCO The remainder of these projects are expected to achieve their COD at varyirg times prior to the end of 2017 We refer to these call rights as cur -ThirdParty Call Rea* Projects We arso rave an option to acquit certain current and future renews* energy projects that Renova owns trot are supported by PPM having a PPA term of at least ten years that are (i) n devdopneM uxler construction or (m) have achieved CCD Upon expraton Of the option, we vat rave a right of Arst refusal to purchase any project previously subject to the son. 9 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-0057974 CONFIDENTIAL SDNY_GM_00204158 EFTA01366446