1.	In future filings please revise this section to describe the specific activities associated with operations and maintenance services. Please also describe the terms and provisions of and potential remedies under the accompanying warranties and guarantees, including liquidated damages, you offer in connection with those services.

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2.

For warranties and guarantees offered under projects accounted for under ASC 360-20, in future filings please revise this section to describe the basis for your determination that the warranties and guarantees, including liquidated damages, are not prohibited continuing involvement. The disclosure should also address warranties and guarantees, including liquidated damages, under O&M arrangements associated with projects accounted for under ASC 360-20.

3.

Under the discussion of warranty reserves on page 52, in future filings, please expand to describe the accounting for potential liabilities arising from system energy performance testing and O&M related warranties and guarantees, including liquidated damages. Also, describe the nature of significant assumptions impacting potential liabilities and their susceptibility to variability, where the impact of variability could be material.

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4.	Please describe to us the activities you perform under your post-installation monitoring and maintenance (O&M) arrangements.

•	remote monitoring of the system production and performance, including providing reports of maintenance activities and system performance and remote troubleshooting of system issues;

•	preventative maintenance for the system including visual inspection of major system components, calibrations, solar module cleanings, and verification testing of parts as per OEM provided guidelines;

•	corrective maintenance activities including inverter and data acquisition system resets; and

•	rapid-response outage restoration, including repair or replacement of all system components covered under warranty or major maintenance agreements.

5.	Tell us whether there are any contractual limitations on your system output performance warranties.

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•	a material portion of the components of the system fails and the manufacturer of such components refuses or otherwise fails to honor its corresponding warranty;

•	there is any failure of the system to perform caused by legislative, administrative or executive action, regulation or order of any federal, state or local government, local utility or public utilities commission;

•	there is any change in the usage of or structures on the site or buildings at or near the site, which causes additional sharing, soiling or otherwise reduced performance of the system;

•	a weather adjustment to reconcile the expected solar production during a typical weather year with the actual meteorological conditions that are measured at the site;

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a customer fails to uphold its responsibilities: these typically include to not terminate the associated post-installation monitoring and maintenance arrangement with the Company, allow reasonable access to the Company’s personnel for its performance under the arrangement, ensure that the customer-designated contacts have the capability to resolve any failures and to not modify, alter, service, repair the system or wiring without the Company’s prior written approval;

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force majeure events: these typically include acts of God, terrorism, labor actions or disputes (national or regional), fire or other casualty to the extent not caused by a breach of the warranty, access to the site due to any temporary or permanent quarantines imposed by governmental authorities, access to the site structures or activities on neighboring sites or facilities that are beyond the control of either party, network disturbance or outage, customer-required outage or for customer-approved major maintenance work.

6.	Tell us how the guarantees under the system output performance warranty are determined. We note from your response to comment 3 that it appears that the company may be required to pay the customer for any shortfall. In responding to our comment, please address the following:

•	Explain how system output performance is measured.

•	Describe how any shortfall payment would be calculated.

•	Clarify whether the warrantied energy output level is a known amount at an arrangement’s inception or whether it varies depending on certain specified conditions.

•	Describe the types of shortfall factors included and excluded from protection under the “system output performance warranty.” Tell us whether protection is provided related to any factors that are outside of the company’s control.

•	Tell us whether there are any contractual limitations on this guarantee.

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The warrantied energy production. The arrangement includes the estimated production, typically expressed in kilowatt hours (kWh) of energy, per true-up period based on the PVSim model. The Company and its customer then agree on a percentage of this estimated production that will be covered by the warranty. For example, if the estimated production is 100 kWh and the agreed-upon warrantied percentage is 95%, the warrantied production is 95 kWh. The warrantied production is subsequently adjusted as described below.

•	The true-up period. This is the time period over which the system output performance warranty is measured. The most common true-up period is on an annual basis.

•	The payout rate. This is the rate, in dollars per kWh, that the Company pays the customer for any shortfall under the warranty for a given true-up period. This rate is typically negotiated at the inception of, and incorporated into, the contract.

•	The mechanism to determine actual system output. The Company and its customer agree upon the method by which actual system output will be measured. Typically, the Company installs equipment at the system location to capture production data, along with other relevant information, such as meteorological data.

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7.	Please quantify and describe for us any history of liquidated damages paid under your various warranty and guarantee offerings.

8.	For system sales arrangements accounted for under ASC 360-20 please confirm to us that there are no repurchase options.

•	the Company is responsible for the adequacy and accuracy of its disclosure in its filings;

•	Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Company’s filings; and

•	the Company may not assert the Staff’s comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

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