EFTA01366689.pdf

Amendment #4 Page 260 of 868 *sat 9t Ce1Mmf • engagng n the business of providing operation and maintenance services or asset management servoes for power generaton papas or assets the Management Services Agreement is (emoted. the roncompailon provisions will continue to survive indefinitely h addition. Global agrees that it will rot, and shall cause its affiliates not to. solicit or 'mix° (or attempt to solicit or induce) any employees of Sx€dson to terminate his a her employment with SunEckson Nohuthstanding anything to the ccntrary in the Management Services Agreement. we will be able to negotiate. structure and sign definitive legal agreements. make mlestore payments and finance the acquisition of power development prciects provided we do not make any payrnerts in connection wth such prqects before such projects corstruceon completer, Management fee As consideraton for the services provided or arranged for by an Sponsor pursuant to the Management Services Ageement, we will pay our Sponsor a base management fee as follows, (i) 2 5% of Global LLts CAFO in each ci 2016. 2017 arid 2018. and (u) an amourt equal to as Sponsors or other service prcmcler s actual cost for providing services pursuant to the terms of the Management Services Agreement in 2019 and thereafter. We and our Sponsor may agree to adjust the management fee as a result of a change in the scope of services provided under the Management Services Agreement We may amend the scope of the services to be provided by otr Spoor under the Management Services Agreement. including reduco the number cl cur st.tschanes that recerve services a otherwise by providing 180 days poor written notice to our Sponsor, provided that the scope of services to be provided by our Sponsor under the Management Services Agreement cannot oe increased without our Sponsors prior wniten consent If the parties are unable to agree on a revised base management fee, we may terminate the agreement after tre end of such 160<14 period by providing 30 days' cox written WU* tO Our SpansOr, provided that any decision by ts3 to terminate the Management Services Agreement al such event must be approved by all members of our Corporate Governance and Graces Committee Reimbursement of expenses end certain taxes We wit be regaled to pay or reimburse our Sponsor or other service provider la at sales, use, value added, withhoCing or other smiler taxes or customs dates or other governmental charges levied or imposed by reason of toe Management Services Agreement or any agreement it contemplates other than rooms taxes. corporation taxes, capital glens taxes or other similar taxes payable by as Sponsor or other service provider. which are personal to our Sponsor or other service powder, or to the extent any taxes or other governmental charges relate to the provision of services by oil Sponsor a other service provider pursuant to the Management Services Agreerrent We will rot be required to reimburse our Sponsor or other service provider for any third-party cut-of-pocket fees, costs and expenses incurred in the provision of the rrenagemert and adorns/Wen services nor will we be requred to reirrturse our Sponsor for the salaries and other remuneration of its management personnel or support staff who carry out any services or functions for us a overhead for such persons Amendment My material amendment. supplement tool waver of the Management Services Agreement (including any proposed material change to the scope of services to be provided by our Sponsor thereunder and any related change in our Sponsors management fee) must be approved by our Corporate Governance and Conflicts Committee 252 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-0058217 CONFIDENTIAL SDNY_GM_00204401 EFTA01366689