EFTA01366510.pdf

Amendment #4 Page 81 of 868 1Ale .4 Conteni, We do not own a controlling equity Interest in any of our projects located in Malaysia and may not own a controlling equity interest Many projects In Malaysia or certain projects in Thailand that we may acquire in the Mute due to the local law ownership requirements As a result, our ability fo control management decisions and other significant matters at these projects may be limited and our interests in such projects may be subject to transfer or other related mstrichons. VIN do not own a controilirg equty interest in any of our projects coated in Malaysia and may not own a contrdlirg equcy interest in any projects in Malaysia or certain projects in Thailand acquired in the Iuture due to the local law ownership recyarernents In the future, we are likety to acquire adckbonal projects in which we own less than a majority of the related equity interests in such projects With respect to our Malaysian projects, provegcns et the charter documents provide us with the ugh to appoint all or a majority of the beard of dreams as the case may be, which in turn drects nanagernent in pre operabon of the relevant project companies In future rnestmerts where we do not own a controlling lama, we win seek to exert a degree of wlbence with respect to the management and operabon of assets in which we own less than a majority of the Interests by negotiang lo obtain positionson metered committees or to recewe certain limited governance NH& However. we may not always succeed in such negotiations, and we rimy be dependent on our covenkees to operate such assets Our cosertures may not have the level of experience, technical expense human resouron management and other atMtsites necessary to operate terse assets opt/natty In addition, cod ids d interest nay rinse in the future between is and our stockholders, on the one hand and our osventisers, on the other hand Further, disagreements°, dispses between us and our csventurers could (MA in litigation, which could increase our expenses and potentially ant the time and effort our deters and directors me able to devote to our business. The approval of ccoyerturers also may be required for us to reoese cistncutions of funds from assets or sell, pledge, transfer, assign or otherwise corwey our interest in such assets, or fa us to so:awe our Sponsors irterests in such co-ventures as an anal natter Sternal's*, Our CoNentsferS may rove nights of first refusal or netts or Snit offer ri the event d a proposed Sale Or transfer of our interests in such assets These restrictions may iron the price a interest level for co interests in such asses, in the event we want to sell such interests Orr forum to comply with South Africa's ronomblo energy program could have • malarial adverse eruct on South African wow projects. South Africa's renewable energy program requires a s renewable energy gereraton projects to salary a number of social and economic development requrements tat are complex arid expensive to implement Any faLre to compy with these social and economic development requirements can resut in reduced tariff payments under the applicable PPA or the ultimate termination of the PPA In general, these requirements relate to the attainment of back econorrrc empowerment, econorrsc development and socio-econcrnic development otxectives in addition South AInca's renewable energy programs econorvc development requirements St within the hoarier framework d the South African government's errparrerment program Direrth being mpemented through the BroadErased Black Economic Empowerment Act. or 'BEE' This law recconaes two distinct mechansms for the actsevemeM of BEE otectives-complance with codes of good practice, which have a teed,' been issued and comptence with industry-specific translormaten darters. One corrpcnent of BEE 6 acheving a certain percentage or snarenokl ngs by black South Afncars in South Almon be.nesses over a period of years Other oorrperrents rclude procuring goods and services from hack-awned businesses or from businesses that have earned good BEE scores and *obeying certain levels of black South African errcloyment. Compton°, with the codes and applicable charters we not enforced through civil or criminal tendon. be companoe will have an effect on our ability to setae contracts in the public and private sectors. If we acquire additional energy projects located in South Africa, but me unable to comply wen the requrenerts d the renewable energy program or acheve applicable BEE ohectives, 4 could have a material adverse effect en our busiress. financial condition. results of opera:rm. cash lbws and CAFD. 73 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-0058038 CONFIDENTIAL SDNY GM_00204222 EFTA01366510