Common use of Exercise of a Call Right Clause in Contracts

Exercise of a Call Right. With respect to any Call Right Asset: (a) At any time during the Call Right Period, Global LLC may provide written notice to SunEdison of its exercise of the Call Right (a “Call Right Notice”), which notice shall identify the particular Call Right Asset. Following any valid delivery of a Call Right Notice, SunEdison and Global LLC shall negotiate in good faith to agree on any other material economic terms not included in Exhibit A and to enter into a SPA for the Call Right Asset subject of the Call Right Notice. If SunEdison and Global LLC are unable to agree on such other terms and conditions of a SPA within thirty (30) calendar days of delivery of a Call Right Notice, SunEdison and Global LLC shall, upon written notice from either SunEdison or Global LLC to the other, engage Third Party Advisor to determine the material economic terms on which SunEdison and Global LLC are unable to agree so that such material economic terms reflect common practice in the relevant market. (b) Upon receipt of the Third Party Advisor’s final determination, Global LLC will have the option, but not the obligation, to purchase the applicable Call Right Asset on the economic terms determined by the Third Party Advisor or as otherwise mutually agreed by the Parties, exercisable by delivery of written notice to SunEdison within ten (10) Business Days of such determination (a “Second Call Right Notice”). The “Final Call Right Notice” means a Call Right Notice; provided that if Global LLC delivers a Second Call Right Notice, then the term “Final Call Right Notice” means the Second Call Right Notice.