EFTA Document EFTA01366685

Amendment #4 Page 256 of 868 Tette 'Dm uM The Stppon Agreement requires cur Sponsor toad:I qualifying projects from a development pipette to the Call Right Project list on a quarterly bases until we have been offered Call Riga Projects triat rave the spectre:I morn= amount of Projected FTM CAFD covered by the Support Agreement In madmen our Sponsor will be perrratted to remove a project from the list of Call R44 Projects All determines, in its reasonable discretion. that the project is unlikely to be suxesshay completed or, with respect to any operating Call Right Project, we have rot emceed The cal raga for an identified protect within twelve months In that case, the Sponsor will be required to replace such ;meet with one or more addbonal reasonably equivalent projects that have a similar econornoc profile Cur Sponsor's commitment is to offer us Call Right Projects wan aggregate Projected FTM CAFDcf St 4 baon trough the fifth anaversary of the completon d this ctfenng If the aggregate amount of Projected FTM CAFD provided by our Sponsor dung such period es less ten St 4 baron, our Sponsor has agreed that it vnl continue to offer sufficient Call Rott Projects until the Idol aggregate Projected FDA CAFDcorrnstment has been satisfied. The Sweat Agreement provides that we will work with our Sponsor to rnutusily agree on the fair market value and Projected FTM CAFD of each Call Right Project In the moo of the Cell ROI Projects that are added to the list in the Mum, this process, with respect to the price, will 00W within a reasonable time after the new Call Right Project is added to the lot of identified Call Right Projects If we are unable to agree on a price or Projected FTPA CAFD for a project within 90 calendar days Stern is added to the list (a such shorter period as will eta allow Global LLC to timely complete the relevant call nal exercise process), we and oil Sponsor. tan wntlen tutee torn either party, wig engage a thrdparty editor to determne Iha price or Projected FTM CAFD Or such project We are our Sponsor we each pay 50% of the fees and expenses of sty thirdpany advisor who is retained pursuant to the Stpeon Agreement, provided that it we cb not agree to purchase the project n queston, we win be responsible for 100% of such fees and expenses We have agreed to pay cash for each Call Right Project that we acqure, lass we and our Sponsor otherwise rrutumly agree In the event our Sponsor' recewes a bare Ode Offer for a Cal RIO Project from a third party via to the time we provide our Sponsor water, notice of exercise of our right to pirchaSe a Call Right project our Sponsor must give us mace of sum offer in reasonable detail and we will have the tight to scare such Cal Right Project on terms substanbally similar to Those car Sponsor could have obtained from such third party and at a price no less ten the cite specified in the thrdparty otter If we decline to earorse oil purchase right, our Sponsor will be permittedto sell the appItcatro project to a tlwd party Notwithstanding the foregoing after the price for a Call P411 Project has been agreed or Cetems red and until the taal aggregate Projected FTM CAFD oommitmem has been satisfied, our Sponsor may not market, offer or sell tat Call Right Project to any thro petty witted out consent We will be permitted to exercise our call nett with respect to any Call Right Project dent tied in the Support Agreement at any timeduring the applicable call eget period for that Call Right Project which generally will begin on the date of the agreement with respect to identified projects or the date a protect is added to the Call Right Project list, and will end 30 days prior to the projects COD ant, with respect to an operating Call Right lamed, twat months after such project is added to the Call Right Project lot if we exercise our cotion to purchase a Call Right Project inder the &Wort Agreement. OW Sponsor wii be required to sell ta that project on or abate the date of its CCO or such other date as rrey be agreed SunEellson ROFO Projects The Support Agreement prong** that our Sponsor will gent us a right of first otter with respect to any proposed sale or other transfer of any dean energy project or pothole of projects developed by as Sponsor during Me six.year pencd (atoning The completon of Ills offering (other than Call ROI Projects) batted in ant of the Approved Countnes We refer to these projects as the SunEason RCF0Projects Otr Sponsor will agree to negotiate with Ls 248 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-0058213 CONFIDENTIAL SONY GM_00204397 EFTA01366685