EFTA01366456.pdf

Amendment #4 Page 27 of 868 littilt.91..CsIttsee such rxiebtedriess GIctel LLC will be enbbed to set oft any amounts owing by SunEdison pursuant to me Interest Payment Agreement against any and at aims owed by Global LLC to SunEclason tinder the distnbuon ponsiona of the amended and restated operating agreement of Global LLC and Global LLC new pay such amounts to Gooai Operating LLC Pro/ea contracts Our contributed projects were or are being but pursuant to engineering, procurement and constructon, or 'SRC,' contracts, and we anticipate they will be operated and weintanerl pursuant to operabons and maintenance, or 'O&M' contracts with titillates Of our Sponsor Under ire EPC contracts, the relevant Sponsor afthates provide liquidateddarnages tO toter delays n project congletron as well as market standard warranties, inducing performance ratio guarantees designed to ensure the expected level d electncty generation is achieved for periods that range between two and five years after project corndeten depending on the relevant market The 08M contracts with etiolates d our Sponsor provide for the performance of prevererre and corrective maintenance services for fees as defined in such agreements The applicable Sponsor aftMates also provide project avasablty guarantees of 98% ircludwg as to a majority of the solar projects that we own (on a megawatt basis) designed to ensure the expected level of power plant operation is achieved, and certain related bloated damage obligations See 'Managements dscusson and anayste of finanoal condition and rests of operators—Key metrics—Operating metres—Prcject availatiloty for a description eV project ' Connicts ofMast Wise our reiationshp with our Sponsor and its sutecianes is a sonficant strength it is also a source of potential confIcts As disaissed above our Sponsor arc its athates will provide important services to us including assisting with our day-to-day management and providing individuals who will serve as our exeoave officers and other key oilcan Cur management team, inckxfing our officers wit rennin employed by and, in cedain cases, will context to serve as executive diversor drier senor officers of SunEdrscri or rts affiliates For example, our Crsel Exec:aweOfficer also serves as ire Chef Exectsne Mice and Director of TerraForrn Power Fdlcwing the offenng on officers will also generally continue to have economic interests n our Sponsor and, with respect to our Chef ExecUrre after, n TevreForm Power These same officers may help our board of directors and, in parader, our Corporate Governance and Conflicts Cemmttee evaluate patents! aoausiticn opportunities presented by cuff Sponsor tinder the Support Agreement Asa result of their employment by, and economc interest in our Sponsor, our officers may becantle:led wren wining our board of chrectas or Corporate Governante arid Conflicts Committee or otherwise participating in the negotiation or approval ct such transactons Notwithstanding the SrgetleanCet of the services to be rendered by Out Sponsor or es designated aff Rates on our beret in accordance with the terms of the Management Services Agreement or of the assets which we may elect to acquire from our Sponsor in accordance withIre terms of the Support Agreement or othenwse, our Sponse: will rot owe Iduoary ddeS to liter Ott stakhOlcerS and will rave significant OSCre0On in altabrg acquseion opportunities (except vah respect to the Call Right Projects aid SuriEdison ROFO Projects) to us or to used or third panes Under the Management Services Agreement, cur Sponsor will not be golvdted from acquiring operating assets of the kind that we seek to acqure See -Risk factors—Risks related to out relationship wdh out Sponsor' Any milers: tan:salon tetweee us and our Sponsor (ireludIng the proposed acquisitcn of any material Can Right Project or any material SunEdson ROFO Project pursuant to the Support Agreement) will be subject to our rotated party transaction policy which wan require per approval of such transaction by or Corporate Governance and Confbcts Corrrnttee Each of the directors on such committee cod satisfy the requrements for independence under appecable laws and regulations of the Securities and Exchange Cornmssion or the 'SEC ' and the rules of the NASDAQ Global Select Market See 'Rrsk lectors—Risks related lo our relMorship with as 19 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-0057984 CONFIDENTIAL SDNY GM_00204188 EFTA01366456