EFTA01366454.pdf

Amendment #4 Page 25 of 868 laltly.dirstainga Agreements with our Sponsor We will enter no the agreemerts described below with our Sponsor mirediately poor to the completion of ths crfering For a more comprehensive discussion of these agreerneets see 'Certain retitonshla and related perry traneacbons ' Fora discussion of the risks related to our relatenship with our Sparser, see 'Rsk factors—Risks related to our relationship with ors Sponsor - In addition, we wit amend Global LLCS operating agreement to provide for pass Aunts Class Bunts and Class 61 urea and wit convert our Sponsors interest in Global s common equity into Gbbal LLC Class B units and issue the IDRs to our Sporsor As a result of holding Class B ants and IDRs, sikject to certan Irritations during the Subordination Percd and the Distnbution Forbearance Penal. our Sponser will be entitled to share in cleinbutore from Global U_C to its use holders See tenter, relationships and related party tramactons—Amended and Restated Operating Agreement of Global LLC ' Sweatt Agreement Pursuant to the Support Agreement our Sponsor will provide us with the roll, but not the obligation_ to pischase for cash certain clean energy projects from its project pipeine with aggregate Projected FTM CAFD of at least St 4 billion through the fifth annversary of the completion of this offering If the arnount of Projected FT M CAFD of the projects we acquire under the Support Agreement through the fifth arinnersary of the toms:le/on of this offering is less than $1.4 blIon our Sponsor has ageed trot it wit continue to offer us softie en( Call Fell Projects veil the total aggregate Projected F TM CAFD corrrnenent has been sanded We have agreed to pay cash for each Cal Rol Project that we acquire, unless we and our Sponsor otherwise Mutually agree The Support Agreement provides that we will work with oar Spanks to mutually agree on tre fair market value d each Call Right Project within a reasonable time after it et added to the hat of derided Call Rohl Projects If we are unable to agree on the fair market value, we and ow Sponsor will engage a third-party aOnsor to determine the far market value, after which we will rave the nght (but not tre °ligation) to acquire such Call Right Project Until we provide as Sponsor with written notice d exercise of our right to purchase a Call Riga Project, should our Sponsor receives bona We after for a Call Right Project from a third party, our Sponsor must give us notice of such offer in reasonable detail and we will have the right to acquire such project on terms substantially ssentar to those as Sponsor cold nave obtained from such third pally. DU at a price no less than the pace speeded in the tnrd-pany otter After me pace for a Call Right Protect nas been agreed upon and until the total aggregate Projected FTM CAFD commitment has been satisfied, our Sponsor may not market, offer or see that Call Rigtt Project to any thrd party without our consent The Call Right Projects are to be offered to us cnacwartern basis until we have acquired projects under the Support Agreement that Payette specified minimun amount of Projected FTM CAFD teethe period covered by the Support Agreemert These Call Right Projects must satisfy certain criteria In addtion, at Sponse, nay remove a propel ten trifler construction from the Call Right Project list if in its reasonable discreton the projects trakery to be successfuln canceled a d we have not exercised or sang) with respect to an operatro Call Right Project within twelve norths of it being identified in the Stoma Agreement. In that case, the Sponsor will be required to replace such project with one or rrore addlional reasoreby equwalert projects that have a similar ecoromic profle Generally. we may exercise our can right well respect to any pre-COD Cat Rohl Plant identified in the S ippon Agreement at any time urea 30 days poor to COD fa such Flora and with respect to any cperatng Call Right Propel at any time withn Mere months d it being added to the list if we exercise fir ophon to Outdate a propel under the Support Agreement and reach a mutual)/ ageed upon got cur Sponsor s requred to sell us that preyed on such date as we may agee or, in the case of a project under comtn.clon on or about tre date of its CCO 17 http://cfdocs.btogo.com:27638/cf/drv7/pub/edgar/2015/07/20/0001193125-15-256461/d78... 7/20/2015 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0057982 CONFIDENTIAL SDNY_GM_00204166 EFTA01366454