EFTA01366691.pdf

Amendment #4 Page 262 of 868 lee fa the calendar year 2016) Me have also agreed to indemnify each d cur Sponsor arc Other service recipients and their respective zanies, °rectos officers, agents merriters, partners, stock:hotter& and employees to the fullest extent permitted by law from and against any assns, habit es losses damages, costs or experses (inducing legal fees) incurred by an rdemnified person or threatened in connection with our respective busresses. inveritmerts and activnes or in respect of or arising from the Management Services Agreement or the services provided by our Sponsor, except to the extent that the claims, lattices, losses damages costs or expenses rove resulted from the indemnfied person's bad lath, fraud. willful misconduct or gross regligence. or in the case of a criminal matter, action that the indemnified person knew to have been Ls...awful In addition, under the Management Services Agreement. the irdemnifed persons will not be lade to us to the Idea extent permitted by law, except for conduct that involved bad fair, fraud. willfU miStOnduCt, gross neg•gence or in the case of a criminal matter, action that the indemnified person knew to rave been urtawfut Repowering Services Agreement Immediately pia to trie completion of this offering, Global, Global LLC arid Global Operating LLC, cosectwely. the 'Service Recipients,' Mt enter wto a Repowenng Services Agreement with our Sponsor, pursuant to with our Sponsor MI be granted a ogre of first refusal to provide certain service, inducting (i) recovering power generation pro ects and related services provided to analyze, desig-i and replace or improve any of .he power generation projects through the rrodlicaton of tre relevant energy system or the installation of new components but excluding any rroirtenence and (Ii) providing such Other services a may from time to time be reasonably requested by sae Service Recipents related to any such reporninnip, COaedivety. the -Repowering Services The Service Reopents mist proud, written notice to Our Sponsor stating trek intent to engage a person to provide one or more of the Repowenng Services and specify the material terms and condtions. ncluding a fair market valve fee to be paid for the Repowenng Services to be provided Upon request of the Sponsor the Service Recapents must provide a breakdown of the fair market Yak* fee for relevant parts of the Repowering Services and the supply of relevant compommts as would be standard in the relevant market. Our Sponsor will have 15 tug/floss days. o' the 'RCFR Notice Period? lo respond to such written notice and agree to provide all depositor) of the requested Repowering Services or to supply the relevant components regured for Ire Repowering Services It our Sponsor fails to respond to the notice from the Service Recipient were", the ROFR Notice Pen:dame be deemed to rave waived its netts to provide, or arrange for the provision of, the Repowering Services. The Service Recipient may then. during the 46-day period Sowing the expration of the RCFR Notice Period. engage another person to perform tie Repowering Services on terms and conditions net more favorable Man those specified in the notice provided to our Sponsor. If the Service Recipient does rot engage a third party to perform the Repowenng Services within such 45-day period, or if the Repcnverrig Services are not commenced within three months from the expiration of the ROFR Notice Paved. our Sponsors right of fest refusal will be deemed to be revived and the pc/visors of such Repowerirg Services may not be offered to any third party unless first re-offered to our Sponsor Investment Agreements On December 22, 2014. Global LLC entered into an investment agreement, or the' Investment Agreement.' with our Sponsor pursuant to each cur Sponsor agreed to (i) provide support wth respect to the interest payment ctegations due under the Bridge Facility and (i)contnti.te certain enumerated projects to Global LLC. On Oecember 22, 2014, Gobs LLC, our Sponsor and SunEdson Holdings Corporation entered into a direct agreement with JPMorgan Chase Banta. N.A. the collateral agent under the Bridge Fierily pursuart to Mich we have assgned al of our nghts, tile and interest under the Irwestment Agreement to the collateral agent under the Bridge Fealty for the benefit of the lenders 254 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-0058219 CONFIDENTIAL SDNY_GM_00204403 EFTA01366691