EFTA01366495.pdf

Amendment #4 Page 66 of 868 Ilettlr.d.cet and accelerate all such indebtedness or enforce tree security interests, which crud have a rnatenal adverse effect on our business results of operations and financial corditon If we are unable to make distriblons from oh poject.level subodenes it would likely have a rretenal adverse effect on our attley to pay dividends to holders d our Class A common stock Certain financing ageemeMs Darden restricted cash provisions which require the dapped ct cash into debt service or bcktox accourts, and require the rreinterence of such accounts until certain conclitcris we satisfied a for the duration d the financing nearest* funds steject to such restricted cash provisions will rid to available for dstribeen ty project entries. and any increase in restricted cash levels will decrease the amount d cash availed° to slat project entity to make distributes's a pay dvdenis to us Addeorelly. the project fnanang arrangements for most cl our Indian projects require that we obtain lender consent prior to making any dstributorts or paying any dvidends from the project entity to us regarchess d whether the other condeons of the firencrg arrangement have been satisfied. The project firercirx3 arrangements for some of our hien projects Co rot permt them to make any dmilend payments del the expiry of a certain number of years from COO a until fun repaymerr of the facility Now SOSIdISIIIM default on their obligations under their prefect-level Indebtedness, this may constitute all event of default under our Revolver or the indenture governing the Senior Notes. and we may be required to make payments to lenders to avoid such default or to prevent foreclosure on the collateral securing the project-level debt if we are unable to or decide not to make such payments, we wouldlose certain of our projects upon foreclosure. air SuatiCianes inot and we expect will in the !Our° Inca vs rote types or prOleCtilexel indebtedness NalireCOurSe debt i$ repayable solely loam Ire appicable projects revenues and is secured by the project a physical assets, major contracts, cash accounts and, in many cases our omnerslap interest in the protect Suteidiary Urnted recourse teaseled where we have provided a Imted guarantee, and recourse deft Is debt where we have provided a Ill guarantee tour subodenes default on projects via/di to Our full guarantee, we well be lode directly to those lenders, however, in the case or Smiled recourse debt we are leble only to the extort d the routersl secunng the debt To satisfy recourse debt obligations we may be required to use amounts distributed by our other subsea anes as well as other sources d available cash redoing our cash available to execute our business pan and pay Ow/ 'en& to holders of our Class A common steak in addition if our subsckanes default on their obligators tinder non-recourse frencing agreements this may, under certain orcumstarr-es result in en event of default under ott Revolver or the indenture governing the Senor Notes allowing our lenders or noteholders toforecicee on their seaway interests including the pledge of any equity raerests Even if that is not the case, we may deckle to make payments to prevent the lenders or these suteiclanes tern foreclosing on the relevant collateral Stich a foreclosure could result in our losing our ownership interest in the subside ry or in same or al or its assets The loss of our ownership interest n One or more a Our subsidanes or some or all of their assets could have a matenal soverse eked on Our business (rental condtion, roasts of operations and cash flaws if wean unable to renew letter of credit facilities, ow business, financial condition results of operations and cash flows may bo materially adversely affected We expect our Revolver to include a letter d credlfacnty to sidrport projecHevel contractual odgabons Tr* letter ce credc facility will need to be renewed after four years. at which time we will need to satisfy apdcade financial robes and covenants If we are treble to renew our letters of credit as expected or if we are only able to replace them with letters d crectl under dfferent locates on less favored...terms we may experience a material adverse effect on cur business, financial concition, feasts of operations and Cash flows Strthermore. the 'natality to provide letters of credit may constitute a default under Certain project-level financing arrargernenta restnct the ability cif the project-level subsidiary to make distritutons to is and/or reduce the amount of cash available at such subsidiary to make distributions to us. 58 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-0058023 CONFIDENTIAL SONY GM_00204207 EFTA01366495