EFTA01366517.pdf

Amendment #4 Page 88 of 868 Ishir if ( mew*. The tORs may be transferred to allard party without the consent of holders of Global LLCS units, us, as manager of Global LLC. or our board of directors (or any committee Mateo°. Our Sponsor may net sell transfer exchange Pledge (otter than as collateral under ts meat facilites) or otherwee dispose of the IDRs to any third party (ether than its controlled affiliates) utt alter t has sabered is St 4 billion aggregate Projected FTM CAFD commie-nerd to us in accordance with the Support Agreement as Sponsor will pledge the IDRs as collateral under 4s existing credit ageemert ccoorently with the consummation el this offering tot the IDRs may not be transferred upon foreclomm urtil after our Sponsor has satisfied its Proseeted FTM CAFD commitment tote After that period our Sponsor may transfer the IDRs to a third party at any tome witho4 the consent of the holders of Global LLC's knits us, as manager of Global LLC. or our board of *rectors (or any committee defect) However. our Sponsor has granted us a right of first refusal with respect to any proposed sale of IDRs to a third party (other ran Its controlled atfthafes) which we may exercise to purchase me IDRs proposed to be sold on the sane terms offered to sigh third party at any tine within 30 days after we receive written notice of the proposed sale and its terms If our Sponsor Transfers the IDRs t0 a third party. cur Sponsor would not have the same incentive to grow our bus:nets and increase quarterly chin=ions to holders Cl Class A oxnmon stock over trne For exerropte a transfer d IDRs Our Sponsor code redice the likelihood Of Our Sponsor accepting offers made by us relating to assets owned by our Sponsor, as it would have less of an economc incentrve to grow our business which in turn wood irripact our ability o grar air portfolio ewe incur material tax liabilities, distributions to holders of our Class A common stock may be reduced, without sly conospondingreduction In the amount of distributions paid to and Sponsor or other holders of the /ORS, Class B units and Class BI units. WC arc erblef idecendert upon dstrestions we receive from Global LLC in respect of the C0Ss A ants held by us for payment id OV expenses andother liabilities We mot rroke provisions fa the payment of our income tax Iodides, if any. before we can use the cash distributor's we recent from Global LLC to make distributions to our Cass A common stockholders If we incur meter's, tax 'abates our distdoutions to holders of our Class A common stock may be reduced However, the cash avalabe to make castnbutions to the holders of the Class B units arc IORs issued by Global LLC (all of which will inrtolly be head by our Sponsor) cr to the holders of any Class B1 units that may be issued by Global LLC in connect on with an DR reset or otherwise will rot be reduced by the anoint of o' tax liabilities As a result, if we in= material tax liabFles distributions t0 holders of our Class A common stook may be reduced withoLA any =responding reduction in the amount of dstnbbons paid to our Sponsor or otter holders of the IDRs. Class B wan and Class Ell =Is of Global Ile Our ability totemente, the Management Services Agreement early will be linked. Ire Management Services Agreement will provde that we may termrate the agreement upon g0 days' poor written robe to our Sponsor upon the occurrence of any id be Idlowing (i) our Sponsor detains in the performance or observance 01 any meter'sl term, condition or covenant contained therein in a manner trot results in material harm to us and the default continues Lruerredied fa a period of 30 days after written notice thereof is gven to our Sponsor, (4) ois Sponsor engages in any act of fraid. msappropnst on of funds or embezzlement this resists in material ham to is, (n) our Sponsors grossly negligent in the performance of es duties under the agreement and such negigerce results in material farm to us (iv) upon the happening of certain events relating to tre bankruptcy or insolvency of our Sponsor or (v) on sLch date as our Sponsor and is allmates no longer tenefroally hod more than 5O% of the voting power d our caprtal stock FLrthermore if we request an arrendmert to the scope of services provded by our Sponsor under the Management Services Agreement and we are rot able to agree wen our Sponsor as to a change to the service fee resulting from a change in the scope of services whin ISO days of the request we ail be able to terminate the ageemert upon 30 days' prior notice to our Sponsor 60 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-0058045 CONFIDENTIAL SDNY GM_00204229 EFTA01366517