Common use of The CAFD Commitment Clause in Contracts

The CAFD Commitment. SunEdison hereby agrees that it shall offer sufficient Call Right Assets under the procedures outlined in this Agreement that will generate (i) during the period after the IPO Date and prior to the end of calendar year 2015, solar projects that are projected to generate an aggregate of at least $75.0 million of CAFD during the first 12 months following each project’s respective Commercial Operations Date (the “2015 CAFD Commitment”), and (ii) during calendar year 2016, solar projects that are projected to generate an aggregate of at least $100.0 million of CAFD during the first 12 months following each project’s respective Commercial Operations Date (the “2016 CAFD Commitment” and together with the 2015 CAFD Commitment, the “CAFD Commitment”). The Parties shall work in good faith to mutually agree on the amount of CAFD a project pertaining to a Call Right Asset is expected to generate on a forward-looking 12-month basis as of the Commercial Operations Date of each project (the “Estimated CAFD”). If SunEdison and Terra are unable to agree on the Estimated CAFD within ninety (90) calendar days after a Call Right Asset is added to Exhibit A (or such shorter period as will still allow Terra to timely complete the Call Right exercise process pursuant to this Agreement), SunEdison and Terra shall, upon written notice from either SunEdison or Terra to the other, engage a Third Party Advisor to determine the Estimated CAFD. The Parties agree that once a Call Right Asset has been acquired by Terra, the Estimated CAFD (as such estimate may be updated from time to time pursuant to changes in the construction and financing structure of the Call Right Asset or as the Parties may otherwise mutually agree) of such Call Right Asset will be credited toward SunEdison’s satisfaction of the CAFD Commitment (the aggregate amount of CAFD that the Call Right Assets acquired by Terra are projected to generate during the first 12 months following each project’s respective Commercial Operations Date shall be referred to as the “Satisfied CAFD Commitment”). For the avoidance of doubt, nothing in this Agreement shall be deemed to prohibit (x) SunEdison from offering Call Right Assets that exceed the CAFD Commitment or (y) the Parties from agreeing on the Estimated CAFD for one or more Call Right Assets that exceeds the CAFD Commitment in any particular year or in the aggregate.

The CAFD Commitment. SunEdison hereby agrees that it shall offer sufficient Call Right Assets under the procedures outlined in this Agreement that will generate (i) during the period after the IPO Date and prior to the end of calendar year 2015, solar clean energy projects that are projected to generate an aggregate of at least $75.0 million 1.4 billion of CAFD during the first 12 months five calendar years immediately following each project’s respective Commercial Operations the IPO Date (the “2015 CAFD Commitment”), and (ii) during calendar year 2016, solar projects that are projected to generate an aggregate of at least $100.0 million of CAFD during the first 12 months following each project’s respective Commercial Operations Date (the “2016 CAFD Commitment” and together with the 2015 CAFD Commitment, the “CAFD Commitment”). The Parties shall work in good faith to mutually agree on the amount of CAFD a project pertaining to a Call Right Asset is expected to generate on a forward-looking 12-month basis as of the Commercial Operations Date of each project (the “Estimated CAFD”). If SunEdison and Terra Global LLC are unable to agree on the Estimated CAFD within ninety (90) calendar days after a Call Right Asset is added to Exhibit A (or such shorter period as will still allow Terra Global LLC to timely complete the Call Right exercise process pursuant to this Agreement), SunEdison and Terra Global LLC shall, upon written notice from either SunEdison or Terra Global LLC to the other, engage a Third Party Advisor to determine the Estimated CAFD. The Parties agree that once a Call Right Asset has been acquired by TerraGlobal LLC, the Estimated CAFD (as such estimate may be updated from time to time pursuant to changes in the construction and financing structure of the Call Right Asset or as the Parties may otherwise mutually agree) of such Call Right Asset will be credited toward SunEdison’s satisfaction of the CAFD Commitment (the aggregate amount of CAFD that the Call Right Assets acquired by Terra Global LLC are projected to generate during the first 12 months following each project’s respective Commercial Operations Date shall be referred to as the “Satisfied CAFD Commitment”). For the avoidance of doubt, nothing in this Agreement shall be deemed to prohibit (x) SunEdison from offering Call Right Assets that exceed the CAFD Commitment or (y) the Parties from agreeing on the Estimated CAFD for one or more Call Right Assets that exceeds the CAFD Commitment in any particular year or in the aggregate.