EFTA01366512.pdf

Amendment #4 Page 83 of 868 trelaral..ter cm My such withholding taxes we reduce the amount of after-tax cash we can receive In addition we are subject to risks that foreign countnes may restrict cistrOutions fromIre project marks or impose additional withhddrig tares or otherwise tax our foreign ircorre If cletntarore are restricted, those withholding taxes are increased or additional foreign taxes are imposed the amount of after-tax cash we receive will be !urger reduced. For additiorel derision d mks related to taxation. see'—Risks related to taxvon—Unted Stars and foreign tax provisions and policies cotter change at an/ erne. and such changes may result in a matenat increase in ox estirreted future income fax ' Under renewable energy programs in certain of the countries in which we operate. renewable energy producers are required to contract with a single °Make purchaser resulting In concentrated counterpart), risk. Under South Africa's renewable energy program for example, the only offtake purchaser of electrioly produced by renewable energy pro:Lacers is Ethan, which is Ire Gantry* largest state-owned power utility that curently generatesapproximately 95% of Small Africa's electricity As a result, material counterparty credit risk resides in a single public utility and not multiple local utilities Eskuns credit rabngs have declined in recent years. and we can provide no assurances that its credit profile will rot continue to Cetera/ate Under is renewable energy program, the South African government guarantees the payment of Eskoma obligations under its PPAs wen renewable energy producers in delSled crcumstances, and in 2014 the National Treasury of South Africa announced S support package for Ethan approved by ate Cabaret of Span Africa We cal provide no assurance that the South iencan government will be able to honor its (patentee of Eskoml obligations or that the support package approved by Ire National Treasury of South Africa will be sifficent in asserting Eskon in fulfilling its oaigatica under Cur PPM. For more Information. see 'Business—Government ncentwes—Soutn Africa' If Eslorn were to default on its performance of obligations order the applicable PPAfa our Satin African prqects and Ire South African government did rot fulfil its guarantee it may rave a material adverse effect on the operations financial results and cortrion of our South Mncan projects Our International operations require us fo comply with anti-corruption laws and regulations of the United States government and various non-U.S. furled/atom We operate on a gotel bass with protecis, offices Of activate On five continent* Going business in Multiple Countries requires us and our subsidiaries to corn* with the laws and reguratonsalhe unfree, Stars government and yaws renU S jurisdictions Oil failure to comply with these rules and regulabcre may expose us to liabilities These laws and regulations may apply to us our subsidiaries, joint ventures in etch we may be invested. inahniel directors, officers, employees and agents, and those of our Sponsor and may restrict air operations, trade practices, investment &atone and partnering actwares In particUar, our operations are subject to U S. and foreign anti corruptcn laws and regulatiOna such as the Foreign Caw Practices Mt of 1977, or the 'FCPA • The FCPA pronbis tined States companies and that officers. directors, employees and agents aiding on their berme from corruptly altering awning. authorizing or providing anything of value to foreign officials fa the purposes ral influencing official deosions or °Waning or retanirg business or otherwise obtaining favorable treatment The FCPA also requires companies to make and keep books, records and accounts that accurately and tarry reflect transactions and dspositions of assets and to mantas a system of adequate internal accosting control As part of our business we deal with state-owned business enterprises. the employees and representatives of which may be considered foreign offpes for purposes of the FCPA Addeonally. we are aggressively grooving 01.1 business through acquisitions, and as a resat may expose ourseNes to FCPA on similar violations A our due ctitigorte processes are unable to uncover or detect existing worticir of applicable antimm.Obn laws As a result, harness dealings between us and or Sponsor and any such foreign officer ca:rd expose our company to the risk of violating anti-corruption laws even if such business practices may be customary a are not otherwrse prohibited between or company and a pc ivatethrd party V.:lotions of these legal reciter/men% are punishable by cnmene Ones and imprisonment, cml penalles, dogorgemert of poke 75 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-0058040 CONFIDENTIAL SDNY_GM_00204224 EFTA01366512