EFTA01366497.pdf

Amendment #4 Page 68 of 868 o developrreN of these transmission facilites cotta result ri our bang revenies SICK failures or delays could line the amount of power of operating bootees delwer or delay the completion or out call right protects Acbtonalw. such failures delays or increased costs could have a materel adverse effect on at business, frencial condition and resulted operabcns If a region's power transmission infrastnxtre is nadequate, Oil' recovery of wholesale costs and profits may be limited if restrictwe trans-meson price regulation is imposed, the transmission oorrpanies may rot have a sufficient ircentwe to invest in expansion ct transmission infrastructure We also cannot predict whether transmission facilities will be expended in specific markets to accommodate competitive access to toss markets. In addrtion certain dal operatrg facitieS generation of (Motherly may be physically or economically cuda'ed without compensation due to transmission limitations or limitations on the transmission gels atilty to accommodate all of the generating resources seeking to move power over or sell power through the gnd, reducing or revenues and impairrg our ability to capitalize key on a partcular bohty's generating potential In certain markets in which we expect to acquire protects. the electric transmission and distnbuton nfrastructise generally needs significant improvement, which may also cause gnd connectors for some of our propeds to be delayed Such curtailments could have a material adverse effect on our business. financial condition. results of operations and cash flows Furth ermore. economic congestion on the transmission grid (for instance, a pcsithie price difference between the location where power rs p/ an the grid by a protect and the location where powers taken off the grid by the protect's custom') in certain of the WPC power markets n whch we operate may occur and we may be deemed responsible for those congestion costs. If we were liable for such congeston costs. ox froncial resits °odd be adversely affected We face competition horn convendonal and otherrentrable energy companies. Ire solar and vend inaustnes are highly competence and cortnuaty evolving as market participants solve to distriguish themselves within their markets and compete with large wonted utilities and new market entrants. We bel eve that our primary competitors in these industries are the incumbent Wiles that supply energy to our potential CuStenlefs under hghty regulated rate and tariff structures We compete with these convertors'] deities primarily based on once, preddablity of once and the ease with whorl customers can switch to ertecIncly generated by our scar and wind energy systems II we cannot offer corripeling value loos customers based on these factors, trenour solar and wilt energy-based &stress wilt not grow. iteration& ublies generally have substantelly Beater technical, operational and other resosces non we do. As a result of their greater we these competitors may be able to devote more resources to the research, development promotion and sale ce their poducts Or respond more queldy tOevOhing infante/ Standarde and changes in Men et CCeelbOnS than we can Conventional utilities could also offer drier value-added products or services that could help them to compete with us event the cog of electricity they offer s higher than ours in &Mon, a mataty of conventional wises' sources of electncrty s nonrenewable, which may allow them to sell elednoty more cheaply ten electricity generated by our solar and wind energy systems We also face competition in the energy efinency evaluation and upgrades market and we expect to lace concetbon as we introduce new energy-related products and services As we solar and wind industries grow and evolve, we will also face new competitors who are not et/fenny in the Markel Our failure to adapt to chenCing market conditions and to compete successfUly with existing or new competitors will limit Our growth and will have a material adverse effect on our business and prospects Them are a limited number ofpurchase., of utility-scale quantities of elechicIty, which wove* us and our utility-accde projects to additional risk. Since the transmission and &stool:on or electricity s ether monopolized or highly concentrated in most fl ied:Wens, there are a Insted nunter of possible purchasers for ubfity.scale cparoles of electricity in a given gecgapnc location. including transmission grid operators, state and investor-owned power compares. putt tatty districts and cooperatives As a resift. there es a concentrated pool of potential buyers for so 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-0058025 CONFIDENTIAL SDNY GM_00204209 EFTA01366497