EFTA01366687.pdf

Amendment #4 Page 258 of 868 Distribution payment agreement Concurrently with Ire closing of tre LAP Transactind Sponsor certain of its alto rates LAP Holdings. B V and Global will erter into a ctstnettion payment agreement pursuant to which Global wit recerve cash distributions from ale pmects n the LAP pontolio Global von receive cash distrOdons in respect of such protects from the closing of the LAP Transacton LrVil the projects rave been transferred to it, which will occur upon receipt of the lender consent Management Services Agreement Immediately pea to the completion of this ageing we, Global LLC, Global Operating LLC and our Sponsor will enter into the Management Services Agreement pasta a to when our Sponsor will agree to provide a arrange fa other service providers to provide management and admnstraton services to us arid cur subsidiaries Services rendered Under the Management Services Ageernent, our Sponsor or certan of its athletes wit provide or arrange for the provision by an appropriate service provider of tne following services • causing or supennsrg the carrying out of all clay-today rnanagerrert secretariat accouMng banking treasury, adminstratwe, tenon. representatwe. cars:name regulatOry and reponng functions and ObigatkinS. • iderldying evaluating and recommendng to us acquisitions or depositions horn tune to tine and where requested to do so assisting in negaiabng the terms of such acquistions or decorations, • recorrnerding and implementing our business strategy, ricluding potential rew markets to enter; • establishing and mainlanng or apervising the establishment and maintenance of books and records. • recommerding and, where requested to do so, assistrg in the raising of funds whether by way of debt equity or othenvese, including the preparation. review or castritiLhon of any prospectus or offering memorandum in respect trey and assisting with communications support in connection therewith, • recoil tie to us salable carkiklates to serve on the boards of directors or their tqLrealents of air subsdanes, • making recommendations with reaped to the exercise of any voting rights to which we are entitled in respect of our Wove/ides. • making moxnmendatons with rested to the payment of dividends by us or any other distributor's by us. including distributors by us to our stockholders. • monitoring andfor mersght of the applicable accountants. legal counsel and otter accounting, financial or legal advisors and technical. commercial. marketing and other independent expert* and managing litigation in which we are sued or commenong ligation after conaltrig wth, and subject to re approval of. the relevant board of effecters or its equivalent. • *tenting foal matter* neaSSary for any reorganization. bankrupt°, proceedings. **solution or winding up of uti. Subfea to approval by the relevant board of directors or es equivalent, • supervene the timely calculator) and payment of taxes payable, and the fling of all tax returns. • causing our annual combined Inancial statements and waned/ interim financial statements and, as applicable, local statutory accounts to be in prepared in accordance with generally accepted accountrg principles or other applicable &coining principles for review and audit at least to such extert and with such frequency as wey be required by law or regulation, and (o) suborned to the relevant board of directors a is &i/talent for its pnor approval, 250 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-0058215 CONFIDENTIAL SDNY GM_00204399 EFTA01366687