EFTA01366488.pdf

Amendment #4 Page 59 of 868 If we are unable to replace an expinng PPA with an acceptable new PPA. the affectedsite may temporarily or permanently cease operations Ind* case of a dstritseed generaton project Mat ceases operators, the PPA tams generaliy regure that we remove We assets, including fang or reimbursing the site owrer for arty damages caused by tne assets or the removal of such assets The cost of removing a signrricart number of distnbuted generate° projects could be material Atom:slimly, we may agree to see the assets to the sae owner, but we can offer ro assurances as to the terms and condbons. rcluding price. that we would receive in any sale. and the sale dice may rot be sufloent to replace the [avenue previously generated by the project Certain ofas PPAs do not Include IntlationtandpriceIncreases. Certain of the PPM that have been entered into for the projects in our vital portfolio and the call mph! projects do not contain inflation-based price increase frovislone Certain of the court*s in which we rave operators or that we may expand into in the enure, have in the pest experienced hign inflation To the extent that the countries in which we candid Ott business experience high rates d "talon, thereby ',creasing ow operating costs in those combos, we may not be able to generate sufficient revenues to offset the effects of elation. which card rrotenany and adversely affect our business, finanoaI condition. results d operations and cash flows Certain of our PPAs contednJoint and sever liability between holding companion and oparafionel companies. In Bram, certain of ow PPM n the government regulated market have counterpanes that are specie pupose entries under the control of the legal entries that participate n the gorernrnent auctions. If a special purpose entity fails to dealer are commitments under the government auction odes, the controlling entity that participated in the auction is piney and severaltyliable for MI obligations and labribes arising from Me government auction and the applicable PPA. Therefore, Iabley m riot isolated to a specific protect simply by operatrg the project weer a separate legal ertty Significant potential 'abates could an* from ($) tre delay in arty of the milestones for the wrdemereation of the projects, (u) subject to certain related obigators, the decay in recovering the value or delivery cf the performance bond, and (iii) the future to satisfy all the qualification requirements wider the applicable government auction riles and the applicable PPA The fadise to comply with government auction milestones may also trigger enforcement d Cords (participation and performance). payment of fines and suspension from partiopating in any pubic auction for up to two years There is no item on the annul and kind d losses and damages covered under the governheM auction rules and the applicable PPA Therefore, damages card potentially include the toss of profits and consequertel damages A math/ Inmost* In the avaliablilly orutlingsenerated eieekdry or arocMcIty Iran other someone could Increase competition for new PPAS Generally. to the extent °Makers we not required to acquire the QUIN from our projects wider feed-in tanff regulations or renewable pollobo standards, the decision by an end titer to buy energy from projects how initial portfolio is pnmanhy divert by a deficit of available energy in such markets and the avadataty of damestC resources to meet those needs rt a timely fashion The end users decision may also be affected by the cost of Other conventional and clean energy sources Decreases in tre read prices of electncrty swatted by dates or other dean energy sources cold harm our ability to offer competrtwe prong and to sign new customers The availability of electricity could increase and the price of electricity could decrease in our target markets for a number of reasons, including • the core/ruction of a significant ranter of new power generation plants including nix*ar. coal. natual gas or renewable enemy Willies, • the construction of accutorei electric transmasson and distribution lines 51 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-0058016 CONFIDENTIAL SDNY_GM_00204200 EFTA01366488