EFTA01366707.pdf

Amendment #4 Page 278 of 868 !shin itt teeton• Prepayments Loans under the Bridge Facility may be prepaid in wrote or in part without premium cr penalty The Badge Facility requires Global LLC to prepay outstanding bars in certain circumstarces ncliding Subject to certain exceptions • an amount equal to 100% of tre net cash proceeds from the sale or other dsposibon of arty of Global LLCs or es subsidiaries tot ref tran non recourse subsdanes) property or assets, • an annul equal to100% of the net cash proceeds of insurance paid on account of any loss of any of Global LLC -s or its sutskliaries* (other than non.recourse sutcOones) property or assets. • except with respect to the net Cash proceeds of the Units Private Placements an amount equal to 100% of the net cash proceeds received from the issuance of equity secuities of Global LLC to any early other Pon SunEdison and its wholiy.ovned subsidiaries • an emote* equal to 100% of the ret cash proceeds received by Global LLC or es subsidiaries (other than notrecourse substoanes) horn the incurrence of indebtedness by Global LLC or its substdones (wet men certain indebtedness permitted to be incurred under the Bridge Facilty) net of underwming discounts and commissions and other reasonable costs and expenses associated tnerevnth and • an anoint equal to 1O0% of excess opining cash fete Reprosentations and watranhes The Bridge Facility contains customary representations and warra ries including represertattons and warranties related to organization. ;equip* power and authority. gook( cation equity rterests and ownership, due authorization no cornet, governmental consents, boxing obligation historical financial statements. pro)ecicris. re material advne effect, no restricted oilier payments. no adverse proceedings. payment of taxes. properties. en/wormer-dal matters. no defaults. material Contracts. governmental regJal one federal reserve regretcos. Exchange Act. en elotee matters err ogee benefit pans, certain fees solvency. cotviarce with statutes. dsclosue anti corruptor laws and statures. energy regulatory matters, and local Law matters Covenants The Bridge Facility corlans customary affirmatne covenants. induchng covenants related to financial statements and other reports, existence, payment of tares and dawns. maintenance of properties, insurance. books are records. inspections lenders meetings. corrpiance with laws. envronrnental matters, subsidiaries. addtional material real estate assets. further assurances, cash management srdems, fangs, energy regulatory status post-closing obligations and local law matters Tr* Bodge Facility also contains customary negative covenants that restrict our atslity to take certain actions. including covenants rented to indebtedness. Ions negative preeges, restricted inner payments restrictions On subsidiary disInbblons, investments financial covenants. froxamenta I changes. dispositions of assets, acquisitions disposal d subsidiary interests sales and teaseibacks transactions with shareholders and aft bates ccrecct el business, permitted activities of voted note:cos, amendments or wavers of organzational documents and certain material contracts fiscal year. use of proceeds and local law matters The Badge Faddy permits the acquisition of assets or equity interests d any person upon satisfaction of, among other things. lender die dlgersce. an 80% ban to value contrite(' and a pro fort ma debt service coverage ratio cordfion Correiaroc with a minimum debt servce coverage ratio will be tested graiterty, begrinng with the quarter ending June 30, 2015 270 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-0058235 CONFIDENTIAL SONY GM_00204419 EFTA01366707