EFTA01366519.pdf

Amendment #4 Page 90 of 868 ehir of Co mein. within 90 calendar days after a is added to the est (or such shorter penod as wll Ste allow Its to complete Me call nght exercise process) we or of Sponsor, upon written note* from ether party will engage a Med-party adviser to determine the &spied item so that such material economic terms relied common peace in the relevant market The other ecanomc terms with rasped to o✓ purchase of a Call light Project wie also be determined by mutual agreement or. t we are unable to reach agreemere by a thrd-party advisor We may rot achieve all of the expected benefits from the Support Agreement if we are unable to mutually agree with our Sponsor with respect to these matters Ural the price for a Call Right Project is agreed or &tanned in the event our Sponsor receives a bona tde offer tor a Call Rght Project tan a third party, we have the right to match the price offered by such thud party and acquire such Call Right Project on the terms our Sponsor could eosin from the third party In adat on our effective remedes alder the Support Agreement may also be hmted infra event that a matena astute with out Sponsor arises under the terms of the Support Agreement h adddicn our Sponsor vas agreed to grant us a nght of first oiler on any of Ire SunEdson ROFO Projects that it determnes to sell or otherwise transfer during the sue year period knowing the complebon of the dlenrg Under the terms of the Support Agreement, out Sponsor will agree to negotate with us in good faith, for a penod of 30 clays. to reacn an agreement with respect to any proposed sate of a SunEdson ROFO Project for which we rave exercised our right of first offer before it may sell a otherwise transfer such SunEdison ROFO Project to a third perry However at Sponsor will not be oblgated to sell any of the SunEdson ROFO Projects and as a resut we do not know when, it ever. any SunEdson ROFO Projects will be offered to us Furtnernore, in the event that at Sponsor elects to sell SurEdison ROFO Projects Our Sponsor will re: te requred to accept any offer we make and may choose to sell the asses to a third party a not sell the assets al ail The liability of ow Sponsor is limitedunder our arrangements with It and we have agreed to Indemnify our Sponsor against claims that it may face in connection with such arrangements, which may leadIt to assume greater risks when making decisions relating to us than it otherwise would if acting sorely faits own account. Under the Management Services Ageernent. at Sponsor not assure any respansitady other than to provide or arrange for the provision of the services described in the Managernere Services Agreement in good lath In Sat on, under the Management Services Agreement. the liahlity of cur Sponsor and its affiliates will be limited to the Idlest extent permitted by law to conduct invavng bad fart fraddi wittul meficOnduct or gross, negfigenCe or, in the case trammel& matter, action that was known to rave been unlawful In °drawn we will agree to indemnify our Sponsor to Ire fullest extent permitted by law tram and agars) any claims, Imbibes Losses damages costs or expanses recurred by an indemnified person or threatened in connection with our operator investments and actmt es or n respect d ar arcing from the Management Services Ageernent b the services provided by our Sponsor. toted to the extent that the bairns. fiabliheS, losses. damages, Gaga a expenses are determined to have resdted from the conduct in respect of which such persons nave lability as described above These protections may result in as Sponsor tolerating geater mks when malung decisions than otherwise wood be the case including when determining whether to use leverage in connector with acgissitcra The ircienrelcation arrangementsto which our Sponsor is a party may also gwe rae to legal dams fa riclemralcat on thst are adverse to la or holders col our Cass A cannon stock Risks inherent in an investment in us We may not be able to continue paying comparable or growing cash dividends to herders of ow Class A common stock hi the Mute. The arrant of our cash available for ostrtx.tion prorc:po ty depends upon the arrount of cash we generate from err operations. when will fluctuate from quarter to Cueder based on, among other things • the level arc timrg of capita'' expercktures we make • the completcn of ongoing constructon actintees on erne and on budget, 82 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-0058047 CONFIDENTIAL SDNY_GM_00204231 EFTA01366519