EFTA01366484.pdf

Amendment #4 Page 55 of 868 balk of ( °loom, Risk factors Ins olenne and an investment mold Class A common stock mcivea Ingo degree or risk You shwa! carataiy cauder The nsks described below together with the tinarcial and other olctmenon containedin this prospectus betas you decde to purchase shares of our Class A common stock It any of totCowng risks actuaty occur. o1 business. tnanoa coadloa results Or Oaetaabona cash bows andpenpocts cope be matenaliy and aleysey erected Asa Peewit the Inacfrog price or our Cans A common stock toad decane and you could kase as a pat of your investment fn our Class A cannon stock Risks related to our business Counterpartles to ow PPM may not fulfill tow obligations, which could result in a materiel adverse angst on our business, financial condition, muffs of operations and cash flows. Substantially all of the electIV power generated by Ott initial pante° of PolkeCIS ill he sold under long-term PPM wth pttlt Whiles or commercial industrial a government end users We expect the call right projects will also have long-term PPM or similar caleke arrangements such as feedn tariff programs Wth respect to Choi°. see '.—The operating results o/ any energy projects that we acquit n Chna may be adversely affected by changes in governmental polcies that currently SubSidee renewable energy' If fa any reason, any of tne purchasers of power under mete contracts are Tirade a thverting to fulfill their related contractual obligabons or f they refuse to accept delvery of power delivered thereunder or if they otherwise lemon/tie such agreements poor to the exptation thereof Ott assets lebebes business, financial corseton fesuts of operators and cash flows could be neterialy and adverse). affected To the extent any of our power purchasers are a are controlled by, governmental entles ow facilites nay be sutlect to tegstabve or other poecal action that may 'Waif their contractual performance or cooler, contractual remedies that do not provide adequate conversation in the event a counterpart)/ defaults Foe exampe the counter arty to the PPA for two of our Indian projects incibtlect in our initial portfolio is a governmental tradng corporation and external events, such as seven economc downturn or poor financial hearth could actnersely affect its abdity to pay for the electrcity received We are required to contract wth a single state-owned °Maker in South Nrca witch concentrates our credt risk in that Gantry See'—Under renewable energy programs xi certain d the Gauntries in )vtion we operate renewable energy producers are requred to contract with a vole °Make pscroser reading in concentrated counterparty nsk ' Wnile we are entitled to charge penalty interest for any delay an payments Tinder such PPA, the delay recovering the arnzurts due coed nonetheless have a material adverse effect on the cash flows from and CAFD generated by stch projects We may entw into PPM for certain projects that Milbe subject to periodic prke adjustments or require renegOlialifili efPeke In over lime. Ifthe Price terms under thee PPM fall below the IMMO pike terms, ow business, financial condition, tesults of operations and cash flows may be materially end adversely affected. Certain of our PPAs or other brig-term arrangements with our CuStOrrelS are SupeCt to price adjustments over time For example, the PPAs for the Malaysian projects and two Indian projects included in rex initial portfolio provide for price term actustments In Malaysia there can be adjustments to the feed-in tares on the total solar energy generated in a year if tne Sustainable Energy Cevebpment Aufnonty et Malaysia or SEDA detennnes that the protect has achieved cost panty (which occurs once displaced costs have increased to be equal to or greater than the feed-in tariff rate) n addrtion if to total solar energy generated in a year exceeds the planned arrourt for sat year. the rate pad for the excess energy may be a price lower then the reel feedim tarn rate In India Mo of our PPAs in the state of Karnataka have a feted price for the fest len years and have a reset in year 11, lobe deterrnrxid by the state electnoty regulatcty commssion Asa result we are unable to ascertain the rate 47 http://cldocs.btogo. corn:27638/cf/dna/pub/edgar/2015/07/20/0001193125-15-256461/d78... 7/20/2015 CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0058012 CONFIDENTIAL SDNY_GM_00204196 EFTA01366484