Common use of PDA Clause in Contracts

PDA. (i) The intention of the Members as to the PDA is to keep it relatively unchanged. The PDA will be amended only to reflect the sell-through sales structure while preserving the substantive risk allocation between Bloom Energy and SK (the “PDA Amendment”). For example, warranties or other performance guarantees applicable following the commencement of commercial operation will continue to be the standard Bloom Energy warranties and guarantees. Such commitments will continue to be long-term service agreements between the end-use customer and Bloom Energy (or, as Bloom Energy may determine, a non-JV affiliate of Bloom Energy such as Bloom Energy Korea, LLC). The Distributor Excess Performance LD Commitment and related LD Backstop Payment, and Pre-Commissioning Completion Warranty and related Warranty Correction (each, as defined in each PDA) shall continue to apply. (ii) Under the PDA Amendment, the price paid to Bloom Energy for the Bloom Energy Server (less the YFP) shall be the difference between (a) the Product Pr1tldice (as defined in the PDA), less (b) the Benchmark Price for the JV Scope. (iii) Under the PDA Amendment, the price paid to the JV Company for the JV Scope shall be not less than the greater of (i) the JV Transfer Price; or (ii) the Benchmark Price for the JV Scope. If SK pays the JV Transfer Price to the JV Company, then the difference between the JV Transfer Price and the Benchmark Price shall be recorded as an “Overage” for purpose of the Overage Distribution Preference.