EFTA01366686.pdf

Amendment #4 Page 257 of 868 lehlr.91.Cs!! on m good faith, for a period d 30 days, to reach an agreement with respect to any proposed sale of a SurEdson ROFO Propel for which we have exercised as right of first offer before it may sell or ottenwse transfer such SurEdson ROFO Prqect to a third party If we and as Sponsor are unable to agree upon terms with respect to a SunEdiscri ROFO Pr oject our Sponsor will have the nipt to sell such aced to a third party Our Sponsor WI net be obligated lo set any of the SLnEdson ROFO Projects and, therekee, we do not know WW1, s ever, any SunEdeon ROFO Protects will be offered to, or scµsred by, us in addition in the event that our Sponsor elects to sell SunEclison RCFO Projects, aff Sponsor will not be required to accept any offer we make and may choose to see We projects to a third party (proynded that the terms are no less favorable to our Sponsor than those offered to is) or not to sell the projects at all Our SFOnsa win ages to not offer any of its projects located in the Appreved Countries (other than Saab to TerraFam Power, a publicly traded subsidiary of our Sponsor that also arms and operates clean power assets Corporate Governance and ConsVets Camille* For as lOng as Our Sponsor has voting control over is, any material action taken by us under the Support Agreement. including any termination or material amendment thereof. are exacts° a waiver by us of any material naffs thereunder and the material terms and conditions of any matenal agreement la the purchase and sale of a Call nag Project will recant the prior approved 010V Corporate Governance and Connote Committee ramilnetion We or or Sponsor will have the right to terminate the Sopped Ageernent upon widen race if the other party maternaay beeches or defaults in the performance of Its obligations under the Support Agreement or under any transacton agreement entered into by the parties in corrected with any of the Call Right Pro acts a the SunEdson ROFO Protects, and such beach or delete a commune for 30 days after the breaching party has been given a written nate speofywg such detain a !reach Project4evel agreements EPC and OEM contracts Wile projects we under construction in eaten cases affiliates of our Sponsor will enter into EPC contracts well otr protect level entites. and after they reach CCO, in Certain cases affiliates d our Sponsor will provide certain etcetera to our project-eve, eaten Urger the EPC contracts for projects developed by our Sponsor. the relevant Sponsor affiliates provide liqudated damages to cover delays ri project completions, as well as market standard warranties. in:axing performarce ratio guaranties fa periods that generally range between two and five years depending on the relevant market The O&M contracts provide for the pedormance of preventive and correase maireenance sermoes for fees as detred in such ageements The applicable Sponsor affiliates also provide a portfolio eyelet:Sy guarantee of 98% as lea rreenty of the solar photovoltaic protects mat we own (on a megawatt basis), and contain related liquidated damage obligations In certan cases, asset management contracts cover tte provision of asset management services to the relevant projechlevel entity For tie year ended December 31, 20t4, our Sponsor received a total d appOwnately 5159 4 moon in compensation under the related EPC Contracts and S1 I neon in compensation under the related O&M coaracts See 'Manegernente discussion and analysis of financial condition and results of operations—Key metrics—Operating nit:Mee—Project eyelet:say' for a description of *project avatablity • 249 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-0058214 CONFIDENTIAL SDNY_GM_00204398 EFTA01366686