EFTA01366965.pdf

Amendment #4 Page 536 of 868 IA!!i fc0,11,mi% Tranche A shareholder loans are included in amounts due to parent and affiliates and the Tranche B shareholder loans are included in net proem investment in the contired balance sleets Tranche A of the shareholder bark are atso reflected in Inane:rig acimbes n ifs combined statements of cash flows Subsequently, during the year ended Decenter 31. 2014. the related project entry repaid the Third Party Inreste 5253 in Tranche A shareholder ban prircipM payments. For a separate project company. the Company issued 8% noncumlatIve redeemable preference shares and albiled to an abate on June 15. 2013 The shares van be redeemed by the inject calvary alter 15 years from the dated adotmert. The preference stares carry a preferential nght as to dividend over ecany stereholdes Subject to the pameion of the articles of assopeson of the project canpany, the preference shareholders shal be erttled to transfer We wtole or part of the shares held bi nem subject to any restndors or approvals cf the board of directors of the project company These shares carry a dividend or 8% on a noncumulatwe basis In the event of liquidator\ preference shareholders have a pefererteI right over entity shareholders to be repaid to the extent of caplet pad-up and dividend in arrears en such shares The Company has casslied the preference shares withn noncunent liabilities, based on the insixtatoritr redeemable nature of the stares 10. Commitments and contingencies Reel property agreements Celan of the sear energy system assets are located on property that the Company leases under operating leases Rental expense was 5247 and 565 in 2014 and 2013. respectively The Mal Mtge Commitments under Operating leases as of December 31. 2014 were $4,566. none of which is cancellable Our operating lease othgatons as of December 31, 2014 were as follows (in thousands) 2016 2016 2017 2019 2019 Thereafter Total Operatrgleaaes $169 $183 5183 5183 5199 $ 3.649 54568 Mnimun rent payments under operabng leases ale recognized as a rental expense on a straghlane buts aver the term of the lease Addtonally, certan of OW operabrg leases contain clauses that provide additional cotangent rent based on the related solar energy systems generating energy greater than certan specified target amourts We recognize cotangent rent expense when payment is considered probable The confiner( rent expense recognded dunng the year ended December 31. 2013 was 50 There was ro cotangent rent expense for 2014 Lege/proceedings From tine to tune. we are notified of possible darts or assessments ansrg in the normal course of business operators Management continually evalualessuch matters with legal coulee' and telieves that, although the ultimate outcome is rot presently determinable, Wes* matters wiz not remit in a rumen/ adverse impact on our financial cotton or operators The Company is subject to litigation who the offlaker, Guarat Urja Vikas Nom Ltd (CUMULI_ for certain projects in India. Wro is seelong a reduction of tart set forth in the PPA GINN_ also darns that there has been a volaton of the PPA terms on account of a change in shareholders since execution of We PPA and as such GUNVL is entitled to terminate the PPA. The Coneny successfilly defended each case at the reel heanrg but GUNVL has appeared to the Supreme Court on both matters The cases are tunny pending in front of the Supreme Court of India. The Company pane to vigorously defend each case and believes that an unfavorable outcome is remote, as such a Satiety has not teen recorded in relation to these contingencies F.216 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-0058493 CONFIDENTIAL SDNY GM_00204877 EFTA01366965