EFTA01366688.pdf

Amendment #4 Page 259 of 868 71.OA' Cottro • malong recommendations in ration to and effectng IM entry into insurance policies covenng our assets, together w*h other insurances against other necks, including directors' and officers' insurarce as me relevant service prowler and the relevant board of directors or its equivalent may from Ime to erne agree. • arranging for irdroduals to carry out the functions of principal execilwe. accounting and financial officers for purposes of aPeloable securities laws. • providing individuals to act as senior enters as agreed from arm to time, sutiect to the approval of the relevant board of directors or its ediavalent, • making recommerdatons to us regarding the mareenance of compliance with applcabte laws and other obligators. and • Ceavding all such other sences as may from time to tree be agreed with us that we reasonably related to our day-to-day operations The services provided by our Sponsor *Aube subject to the supervision of ois Corporate Governance and Conflicts Conninttee and our Sponsor mil only provide the services requested by the Corporate Governance and C0111/CIS Committee and will at all tries comply with our conflicts of interest policy h addition, pursued to the Management Servers Ageement, we we and WO cause our subsidiaries to, use test efforts to nave our Sponsor or an affiliate of Our Sponsor act as the stirrer), operation and maintenance and asset management counterparty tor the projects in our portfolio on terms and conditions met are market standard and other wee reasonably execrable to us The amounts paid by is in respect ot sirri services we net exceed the far market value of such sweets (determined as the price that would be applicable between an unrelated service ponder and reopen) NotwithstancIng the foregong, 0)d, n the good-lath determination of ore of our senor executwe officers, it woe] be commercially unreasonable to engage otr Sponsor to provide operating and maintenance or asset management services or 00 with respect to projects located in rrerkets or dieing technologies where our Sponsor does rot powde operation and maintenance services or asset management services, we may engage Wed panes for such services Non-congefe Other then with Poe approval d our Sponsor, after the effectwe date of the Management Services Agreement each of Global, Global LLC are Global Operating LLC have agreed that it and its affiliates will rot and will not agree to. directly or indirectly, engage n certam acevries competitive with SunEdison s power project development and airstruction tusiress These adheres include • engegng in, providing financing for or arrangrg any power generation project developrrent actieny, • acquiring, puraserg, obtaining or meeting in any equity or Other ownership interest of any other person engaged in the business of developing Cf constructing power generation projects, or the *Power Development or Ccnstructon Business, except it in connection well such acquiscon, purchase or swesurert, our Sponsor acquires, purchases or rwestsn, as applicable, at fair market value. all or the relevant part of such Power Development or Construction Business, • engagng n any commercel worries negotiations, prannng exploratory or strategic dscuswore or otter sumer activities pat relate to, or are otherwise designed to facilitate, finance, induce a otherwise asset any person (other than the Sponsor or es dessnee) in the development a construction of any power project, • prior to the prceects constrixton completion. making any payment to any person (other then the Sponsor or is designee) to facilitate finance, induce or otherwise assist the construction of a power generation project, except with the prior wrtten consent of the Sponsor, or 251 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-0058216 CONFIDENTIAL SDNY_GM_00204400 EFTA01366688