Common use of Applicable Services Clause in Contracts

Applicable Services. SunEdison shall provide Services under an SOW exclusively with respect to the following Services pursuant to the terms of the respective SOW: • California Sales/Use Tax Audit Interface with State – assistance in closing open exams • Transfer Pricing – SunEdison will assist with initial Transfer Pricing studies and with consultant interactions • Structuring – SunEdison will assist with post-IPO restructuring • Structuring – SunEdison will assist with ongoing Step Plan/IPO structuring (Holdco structure, IP transfer and follow-up transfer pricing items) • Component Authority Negotiations – SunEdison will provide assistance in closing open Competent Authority Proceedings • Audit Negotiations – SunEdison will provide assistance in closing open audits • Other foreign audits (pre-IPO periods) – SunEdison will provide assistance in any new audits arising for pre-IPO years