EFTA01366705.pdf

Amendment #4 Page 276 of 868 able in turnout pursue otter tosness acts/us and provide services to third parties that compete *Teeny with ea business and &curates winos providing us with an opportunity to participate which could result in the an:oaton of ots Sponsors resources deflower and acquisition opporturdies too/ hers who compete with us. • our Sponsor does rot owe Gebel or our stockholders any f duoory dttes which may rent our recourse against it. • the ha tilty d our Sponsor rs9mrtee under our arrangements with it. and we have agreed to irdermify our Sponsor against claims. lobules. basses. damages. costs or expenses when may face in connection with these arrangements, which may lead it to assume greater rusks when making demons tan it otherwise would if such demons were being made solely for its own accost, or may gve rise to legal claims for indemnifcation that are adverse to the interests of our stockholders. • our Sponsor or a StnEclison sponsored consort irri may want to acqfie or dispose of the same asset as we cis. • wit may be dried/ Or indirectlY. Purchasing an asset from. or selling an asset to. our Sponsor, • tere may be circumstances where we are acquiring afferent assets as part of the same transaction with our Sponsor. • Our Sponsor will have the 'bitty to designate a majority of the board of directors of Global and. therefore it will continue to control Global and could cause Global to cause Gobs LLC to make clistrbulixs to its members, inducing oa Sponsor. based on Cu Sponsor's interests, and • other conficlog transactions involving us ant our Sponsor The Corporate Governance and Conflicts Commttee Charter described above wEl be adopted in connection with me completion of the often; and as a resat the transactions described above (including the Crganizatonal Transactions) were rot reviewed is-der such charter 268 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-0058233 CONFIDENTIAL SONY GM_00204417 EFTA01366705