EFTA01454587

RRP73 - Elysium ESA Structure A typical LSA structure would operate as follows:I Utility Services Property Owner A payment minus gain share Historical utility Rent + energy use payments Tenants Project Control Account ' Lockbox- Reduced utility payment ( A - ) Project costs and returns Energy services agreement Capital and energy efficiency upgrades For illustrative purposes only. In the context of a particular project or transaction. the Partnership may modify or simplify the typical ESA struchee and terms described above or may elect to structure such project or transaction through a non•ESA or modified ESA structure. By way of example. in the context of a smaller project. the Partnership may elect to bill a building owner directly (i.e., rather than receiving payment from the differential between the building's historic payments and post-retrokt payments). The Partnership may also (i) undertake renewable energy and cogeneration projects in buildings and other properties in which the Partnership has an existing project and (ii) engage in other energy efficiency projects or transactions, either through an ESA (or modified ESA) structure or otherwise. Utility Company Money flow Services Agreements Capital Deutsche Asset RREEF Retrofit Partners. L.P. For U.S. Person Clients of the U.S./Americas Key Client Partners Desk Only June 2014 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0 112793 SDNY_GM_00258977 EFTA01454587