EFTA01366455.pdf

Amendment #4 Page 26 of 868 ant C an In addition our Sponsor ras agreed to graft us a right a tint otter on arty Of the SurEdson ROFO Rejects that it deermnes to sell a otherwise transfer airing the sexless period b lowing the completion of Iris offering Under the terms el the Support Agreement our Sponsor will age to negotiate with us in good lath fa a period of 30 days, to reach an agreement wth respect to any proposed sale of a SurEdson ROFO Project for which we have exercised our ngnt of first oleic before n may sell or otherwise transfer seen SinEdson ROFO Project to a hard party However. Our Sponsor wit rot be obligated to sell any of the SunEdison RCf O Projects arc. as a result, we do not knew when if ever. any SurEdson ROFO Projects will be offered to us In addition .1 the evere that cur Sponsor elects to Sell SunEdelen ROFO Projects d wo not be required to accept any otter we make and may cnoose to sell we assets to a trend party or not sell the assets at at U -Oer ors related party transaction policy. the prier approval of our Corporate Governance and ConfldsCommitee will be required for each material transaction with our Sponsor abler the Support Ageement See'—Contacts of interest- below Manegontent Services Agreement Pttsuart to the Management Services Agreement, our Sponsor will provide or arrange for the provision of. operational, management arc adrrmist retire services to us and our subsdia nes and we will pa/ or Sponsor a base management fee as lotions (0) 2 5% of Global LLC s CAFD in each of 2016. 2017 and 2018, and (s) an amount equal to our Sponsor's actual cost for providing servceS to us prsuant to the terms of the Management Sconces Agreement in 2019 and thereafter We and our Sponsor nay agree to adjust the management fee as a result of a change n the scope of services provided under the Management Services Agreement. but no adust ment will be required Safety as a result of our acquisition of Cal Ftgt4 Projects or other assets The prior approval of our Cc( pirate Governance and Conflots Committee MI be moused for each material transactor, with our Sponsor urxtr the Management Services Agfeernent unless such transact«, is expressly cceiterVated by the agreement Repainting Services Agreement Immediately pr or to the completion of this oftenrig Global. Global LLC andGlobal Operably LLC. collective/. the Service Recipients' will enter into a Repowerg Services Agreement with our Sponsor pLrsuart to when our Sponsor will be granted a nali of first refusal to pr ovide certain services, inducting repoweng paver generat on projects and prowling related soviets to analyze, design and replace or improve any of the power generation projects through the rrxxlf cabon of the relevant energy system or the instead on of new components but excluding any mardenance and tin such other services as may from time to time be reasoned,/ requested by the Service Recipients related to any such repowerrys collectwely. the 'Repowering Services' Investment Agreements On December 22 2014. Global LLC entered onto an investment agreement with our Sponsor pursuant to which our Sponsor agreed to (I) provide support with respect to the nterest payment obligations due weer Ire Ridge Facility and (i) contribute Cedar ' enumerated prefects to Global LLC Imrrecnate// pr of to the competion of this dierng will enter into an additional Imes:men: agreement with our Sponsor pursuant to whch ors Sponsor will agree to contribute to us the Bora Bora wind project in Mole. the NPS Star and WXA solar projects in Thailand and the Del Ldoral and El Narargal solar projects in Uruguay al of whch are curently under construction Interest Payment Agreement. Inver:lately poor to the competion of Ms ofenng, Global LLC and Global Operating LLC will enter into an agreement with our Sponsor arid SunEdiscr, Holdings Corporabon pursuant to when our Sponsor will agree to pay an aggregate amours equal to alt of the scnedied interest on Global Operating LLC s senior unsecured notes until December 31, 2016 and up to an aggregate anoint of 540 melon in 2017, S30 moon in 2018, S2C mllon 2019 and 510 minion in 2020 plus any 'merest due on an/ payment not retuned when due or the 'Interest Payment Agreement • Our Sponsor will not me oh cared to pay any amounts due under such senior indebtedness in connection with an acceleration of the payment of the principal amount of 18 http://cfdocs.btogo.com:27638/cf/drv7/pub/edgar/20 15/07/20/0001193125-15-256461/d78... 7/20/2015 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0057983 CONFIDENTIAL SDNY_ GM_00204167 EFTA01366455