EFTA01366518.pdf

Amendment #4 Page 89 of 868 'sere iced eni arse will rot be able to terminate the agreement for any other reason, and the agreemert continues in perpetuity until terminated in accordance with its terms. The Management Services Agreement includes noncomeete pronsons that will prohbn us from engaging n certain metes anymore with our Sponsors power project development and construct co business These noieLuillkete prcmscrs will survive terminalon axlefrebely. If cur Sponsors perfamance does not meet the expectatons of irvestors and we are viable to termrate the Management Services Agreement the market price of ar Class A common stock could suffer "our Sponsor terminates the Management Services Agreement or clef:oohs In the performance of its obligations under the agreement, we may be unable to contract with a substitute service provider on similar terms or st all. We vin rey on our Sponsor to ',mode us wan maropemem sent ces under the litanagemert Sere, Agreenti one Nwilt no: rove Memoir:1 eKec.r.rve senor management or other personnel The Maregernerc Sences Agreement will provide that as Sponsor may terminate the agreement upon 90 days pro: written notice of termastic(' to us upon the occurrent-aft of any of the following 0) we default n gle performance or observance of any material term, candbon or co mans contained in the erecter/ in a nerver trot resJts in rnatenal harm to our Sponsor and the default continues urvemedied for a pencil of 30 days after wretch 'oboe of the bread', is given to us. Cu) ram the happening of certain events relating to our bankruptcy or inseivency, or (mien such dote as our Sponsor and its affiliates no to beneficially hold more than 50% of the voting power of our aortal stock If our Sponsor terminates the Management Services Agreement or defaults in the performance of Its obligations under the aereemmt, we may be unatte to contract with a substitute service provider on saner turns or at all, and the costs ce substituting service powders may be sLtelantal In addton in light of our Sponger's fames* with our assets, a substitee servce provider nay not be able to prcmde the same level of seance due to lack of pre-existing synergea If we cannot locate a service pander that is able to provide us with substantially similar services as as Sponsor does under the Management Services Agreement on similar terms, 4 woukd likely have a material adterse effect on our business. financial condition, results of operabon and cash flows We must still furor on • numbor of additional mean covered by the Support Agrosnient Including the thwatina for the Call Rittht Projects. Pursuart to the Support Agreement, air Sponsor will provide is wen the rgtt, but rot the obligation, to purchase for cash certain clean energy projects from its project ppeline with aggregate Projected FTM CAFD of at least 51 a boron by the fifth amiversary of tre companion of this &Tering Cu Sponsor may. however, remove a project irider construction hornIre Call Right Project list if in its reasonable discretion, a project is widely b tee successfuly completed or, with respect to an operating Call Right Project if we have net exercsed the colt right w th respect to such project wen twelve months of it being included n the Support r vern.nt In that case, the Sponsor will be required to replace such project with one or more addtonal reasonably ecuivaleM projects that have a similar economic profile The Seaport Agreement also provides that our Sponsor is requred to offer us ackktorel qualifying Call Right Projects from es ppelire on a quarterly basis UM we have acqsred Call Right Projects that are projected to generate the speared minimum amount of Projected FTM CAFD covered by the Support Agreement These additional Call Right Projects must satisfy certain criteria, ircluding being subject to a Bit executed PPA (or expected to have a Bitty executed PPA prior to the commencement of commerce' operators) with a credtwontry counterpany The once fa each Call Right Project we be the tair market value The Support Agreement provides that we will work with our Sponsor to mtately agree on the fair market value and Projected FTM CAFD of each Call Right Project within a reasonable time after it is added to the list of identified Call Fbght Projects If we are wade to agree on the far market value or Projected FTM CAFD or a project 81 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-0058046 CONFIDENTIAL SDNY_GM_00204230 EFTA01366518