EFTA01366582.pdf

Amendment #4 Page 153 of 868 lablr coatoin Paged acquisitions Cur ability to execue our growth strategy is dependent on out abf ty to acquire ecotone! clean power generation assets from our Sponsor and unaffiliated trim parties We are focused on acquiring long-term codratted clean power generation assets with proven technologies low operating risks and stable cash flows in geographically dwerse locations vAth gowing demand and stable legal and politoal systems We expect to nave the opportunity to increase out cash avalable for drstnbuton and in tam our quarterly &mend per snare by acquiring ecotonel assets from Ott Sponsor inciuorg those avaitatte to us under the Support Ageernert, and from third parties As of March 31. 2015, our Sponsor had a 7 5 GW pipebre (as defined below) of development-stage solar projects. including 1 7 GW in our initial and future target markets On January 29 2015 our Sponsor completed the purchase of First Wind's development platform, pipeline and projects n develops nil. including over 113 GW of wind and solar generalon assets under development We benefit from this ppelire because our Sponsor has granted us a rig'S to acquire the Call Rote Projects and a right of first offer wth respect b the SunEdison ROFO Projects pursuant to the Support Agreement SunEdson includes a clean energy system project in its pipeline when it has a signed or an awarded PPA or other energy &Rake agreement has achieved each of the following Mee terra (0 vie corirol. ha an identified mterconnecton point will an estrnate of the irterconrecton costs, and (In) an executed energy °Make agreement or the determination that there is a reasonable likelihood that an energy offtake agreemer4 will be signed There can be no assurance trot SurEdisons pipeline inn be converted into carpeted protects or that we we acquire these projects immediately pia to the completion d this offering we wilt enter into the Support Agreement with out Sponsor, which requires our Sponsor to otter us Call Rght Projects from is development pipeline through the fifth anniversary of the completion of tns offerrg that have at least 51 4 Nihon of Projected F TPA CAFD If the amount of Projected FTM CAFD of the projects we acquire under tre Support Agreement trough ttoa fifth annversary of the completion of this offenng is less than 51 4 dl ton our Sponsor has agreed that it will continue to offer to us surto ent Call Rgrt Projects until the total aggregate Projected FT M CAFD commtment has been saltled The Support Ageement provides that our Sponsor is requred to update the list of Call Right Projects with a0clibenal qualifying Call Right Projects from is potent on a quarterly boss trail we nave scoured Call Right Projects that have the specified minimum amoult of Protected FT M CAFD covered by the Support Ageement in adetion, Ire Support Agreement grants us a ogre ot first offer with respect to the SurEdson ROFO Projects The Support Agreemert does rot identify the SunEdison RCFO Projects because cur Sponsor will not be obligated to sell any voted that would constitute a SurEdson ROFO Project Asa result we do riot know when if ever any SunE coon ROFO Projects or other assets wit be offered to us In additon in the event that our Sponsor elects to set such assets 4 we not be required to accept any offer we make to acquire any SurEdson ROFO Project arc Wowing the completon of good faith riegaraliOnS *Ph is, our Sponsor may choose to sell such assets to a third party or not sell the assets at all When we acquire dean power generation assets from a party other than Our Sponsor, Our financial statements wit generaty reflect such assets and their associated operations beginning on the date the acquisition is consummated For so long as our Sponsor controls us acquisitions from t will result in a recast of out financial statements for prior penods n accordance with accounting rules apt:testy* to transactions between entities under common control As a result our financel statements void reflect such assets and resulting costs and cperatons for periods prior to the consurrnalon of the acquisition. which woLed be reflected as our Sponsor's historical cost 145 http://cfclocs.btogo.com: 2.7638/cf/dry7/pubiedgar/20 15/07/20/0001193125-15-256461/d78... 7/20/2015 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0058110 CONFIDENTIAL SDNY_GM_00204294 EFTA01366582