EX-10.2

SECOSMOS, LLC

8.875%SENIORSECUREDNOTESDUE2031

INDENTURE

DatedasofMay7, 2026

COSMOSPLEDGOR,LLC,

asHoldCo,

and

WILMINGTONTRUST,NATIONALASSOCIATION,

asTrusteeandCollateral Agent

TABLEOFCONTENTS

EXHIBITS

ExhibitAFormofNote

Exhibit B Form of Certificate of Transfer

ExhibitCFormofCertificateofExchange

ExhibitDFormofFirstLienIntercreditorAgreement

INDENTURE, dated as of May 7, 2026, among SE Cosmos, LLC, a Delaware limited liability company (the “Issuer”), Cosmos Pledgor, LLC, a Delaware limited liability company (“HoldCo”), and Wilmington Trust, National Association, as trustee and collateral agent.

Each party agrees as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the Notes (as defined below) issued pursuant to this Indenture:

ARTICLE 1

DEFINITIONS

Section1.01    Definitions.

“144A Global Note” means a Global Note substantially in the form of Exhibit Ahereto, as applicable, bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalfof,andregisteredinthenameof,theDepositoryoritsnomineethatwillbeissuedinadenomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

“Acceptable Intercreditor Agreement” means the First Lien Intercreditor Agreement, a Market Intercreditor Agreement or another customary intercreditor agreement as determined in good faith by the IssuerthatisreasonablysatisfactorytotheCollateralAgent(whichmay,ifapplicable,consistofacollateral proceeds “waterfall” or, in the case of payment of Subordinated Debt, a payment “waterfall”), including any amendments, restatements, supplements or replacements thereof.

“Additional Notes” means additional Notes (other than the Initial Notes) issued from time to time under this Indenture in accordance with Section 2.07hereof.

“AdditionalProjects”meansoneormoreotherprojects(includinganyexpansionoraugmentation of the existing Buildings or other aspects or assets of the Project) in respect of which the applicable AdditionalProjectDocumentscontainterms,takenasawhole,withrespecttosuchAdditionalProjectthat, as determined by the Issuer in good faith, (a)(i) are not materially less favorable to the relevant Company Partythanthose that wouldhave been obtained in a comparable transaction negotiated onan arm’s length basis and (ii) would not reasonably be expected to result in a Material Adverse Effect, or (b) are substantially consistentwith (ormorefavorablethan)the terms,takenasa whole,containedintheProject Documents; provided that, prior to undertaking any Additional Project, the Issuer shall have received a Rating Agency Confirmation giving effect to such Additional Project.

“Additional Project Debt” means Debt, that (a) is unsecured, or secured by Liens on all or any portion of the Collateral on a pari passu or junior basis with the Notes and such Liens are subject to an Acceptable Intercreditor Agreement or securedbyLiens onassetsnotconstitutingCollateral,ineach case to the extent not prohibited by this Indenture, and (b) is incurred by the Company Parties to finance the development and/or construction of, or Investment in, an Additional Project, which shall include any refinancing of any equity contributions made.

“AdditionalProjectDebtConditions”meansthefollowingconditionswithrespecttoanAdditional Project Debt:

(1)theAdditionalProjectDebtisincurredinconnectionwithanAdditionalProject;and

(2)theIssuershallhavereceivedaRatingAgencyConfirmationgivingeffecttotheincurrence of such Additional Project Debt and, if applicable, related Liens.

“Additional Project Debt Documents” means, with respect to any Additional Project Debt, the notes, credit agreements, indentures, security documents, any Credit Facility and other operative agreements evidencing or governing such Additional Project Debt, and each other agreement entered into for the purpose of securing any Additional Project Debt, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Additional Project Documents” means, with respect to any Additional Project, collectively, the documents,contractsand/oragreementsenteredintobytheCompanyPartiesandanyoftheirAffiliates,as applicable, relating to the development, construction, operation and/or maintenance of such Additional Project including, for the avoidance of doubt, any amended Project Documents to the extent applicable to such Additional Project.

“Additional Transaction Documents” means, with respect to any Additional Project, collectively, theAdditionalProjectDocumentswithrespecttosuchAdditionalProject,andanyAdditionalProjectDebt Documents relating to any Additional Project Debt for such Additional Project.

“Affiliate”means, withrespectto aspecifiedPerson, another Persondirectlyorindirectlythrough oneormoreintermediaries,controlling,controlledby,orundercommoncontrolwith,thatPerson.Forthe purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlledby”and“undercommoncontrolwith”),asappliedtoanyPerson,meansthepossession,directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ability to exercise voting power, by contract or otherwise.

“Agent”means,individuallyorcollectively,asthecontextrequires,theCollateralAgentand/orthe

Trustee.

“Applicable Law” means, as to any Person, any ordinance, law, treaty, rule or regulation or any determination, ruling or other directive by and from an arbitrator or a court or other Governmental Authority,ineachcase,applicabletoorbindingonsuchPersonoranyofitspropertyorassetsortowhich such Person or any of its property or assets is subject.

“ApplicablePremium”means,withrespecttoanyNoteonanyredemptiondate,thegreaterof:

(1)1.0%oftheprincipalamountofsuchNote;or

(2)theexcessof:

(a)thepresentvalueatsuchredemptiondateof(A)theredemptionpriceofsuchNote at May 1, 2028 (such redemption price (expressed in a percentage of principal amount)beingsetforthinparagraph5(3)oftheFormofNoteattachedasExhibitAhereto, exclusive of any accrued and unpaid interest), plus (B) all required interest payments due on the Note through May 1, 2028 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

(b)theprincipalamountofsuchNote.

CalculationoftheApplicablePremiumshallbemadebytheIssueroronbehalfoftheIssuerbysuchPerson as the Issuer shall designate and, in any event, such calculation shall not be a duty or obligation of the

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Trustee. The Issuer’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.

“Applicable Procedures” means, with respect to a Depository, as to any matter at any time, the policies and procedures of such Depository, if any, that apply to such matter at such time.

“Applicable Rating” means the lower of (1) the first rating of the Notes issued by the applicable RatingAgencywithinsixty(60)daysfollowingtheIssueDateand(2)theapplicableratingoftheNotesat the time of a public announcement by the Issuer or by any of its Affiliates of a Change of Control or the assumption of the Completion Guarantee by a Replacement Completion Guarantor, as applicable.

“AssetSale”meansasale,lease(aslessor),saleandleaseback,assignment,conveyance,exclusive license(aslicensor),transfer or other disposition to, or any exchange of Propertywith, any Person, in one transaction or a series of transactions, of all or any part of any of the Properties of any Company Party, whether now owned or hereafter acquired, leased or licensed; provided that the sale, conveyance or other dispositionofallorsubstantiallyalloftheassetsofanyCompanyPartywillbegovernedbyArticle5and anytransactionconstitutingaChangeofControlwillbegovernedbySection4.11andnotbySection4.13.

Notwithstandingthepreceding,noneofthefollowingitemswillbedeemedtobeanAssetSale:

(1)dispositions of assets among the Company Parties, including transfers of assets by a Company Party to a newly-formed entity that becomes a Subsidiary Guarantor;

(2)dispositionsintheordinarycourseofitsbusinessasdeterminedbytheIssueringoodfaith;

(3)sales, leases, licenses or subleases, transfers or other dispositions of real or personal Property of the Company Parties (A) in each case, the Net Cash Proceeds of which does not exceed $15.0 million in the aggregate in any Fiscal Year, (B) that are obsolete, damaged,wornout,surplusornotusedorusefulinanymaterialrespectinthebusinessof theCompanyPartiesinconnectiontheownership,operationormaintenanceoftheProject or any Additional Project, including the lapse or expiration of Intellectual Property at the endoftheirrespectivestatutorytermsandabandonmentofIntellectualPropertythatisnot materialtothebusinessoftheCompanyPartiesortheownership,operationormaintenance oftheProjectoranyAdditionalProject,or(C)theconsiderationofwhichdoesnotexceed $15.0million;

(4)to the extent constitutinga sale, leasetransfer, assignment conveyance,exchange or other disposition, upon any equipment failure, the replacement of such failed equipment with comparable or functionally equivalent equipment;

(5)the liquidation, sale or use of Cash and Cash Equivalents or obsolete, damaged, unnecessary, unsuitable or worn out property or equipment or other assets in the ordinary course of business or any disposition of inventory, immaterial assets or goods (or other assets), property or equipment held for sale or no longer used or useful, or economically practicable to maintain, in the conduct of the business of the Issuer;

(6)sales or discounts without recourse (other than customary representations and warranties) of accounts receivable in connection with the compromise, collection or other disposition thereof;

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(7)foreclosure, condemnation, expropriation, forced disposition or other transfers of condemned property as a result of the exercise of “eminent domain” (or other similar policies and condemnation proceedings) to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), and transfers of property that have been subject to a casualty to the respective insurer of such real property as part of an insurance settlement (or similar casualty lossproceedings);

(8)leases,subleases,licensesorsublicensesofpropertyintheordinarycourseofbusinessand which do not, in the aggregate, materially interfere with the business of the Company Partiesortheownership,operationormaintenanceoftheProjectoranyAdditionalProject, in each case as determined by the Issuer in good faith;

(9)any surrender or waiver ofcontractrightspursuanttoa settlement,release,recoveryonor surrender of contract, tort or other claims of any kind;

(10)anydisposition,issuanceorsaleinconnectionwiththemakingofanyRestrictedPayment thatispermittedtobemade,andismade,underSection4.05,Section4.18oranyPermitted Investment;

(11)[reserved];

(12)theexpirationofanyoptionagreementwithrespecttorealorpersonalproperty;

(13)dispositions of letters of credit and/or bank guarantees (and/or the rights thereunder) to banksorotherfinancialinstitutionsintheordinarycourseofbusinessinexchangeforCash and/or Cash Equivalents;

(14)the granting of easements or other interests in real property related to the Project or any Additional Project to other Persons so long as such grant is in the ordinary course of business, would constitute a Permitted Lien or would not reasonably be expected to materially detract from the value or use of the affected property or to interfere in any material respect with such Company Party’s ability to construct or operate the Project or the applicable Additional Project, sell or distribute power therefrom or perform any material obligation under any Project Document or any Additional Project Document;

(15)dispositionsofExcludedProperty;

(16)transfersofalloftheequityinterestsinaSubsidiaryGuarantor,where,hadsuchSubsidiary Guarantor’s assets been held by the transferor directly, their disposition would not have constituted an Asset Sale;

(17)any lease, license or sublease, sale, assignment, conveyance, transfer or other disposition of Excess Property;

(18)[reserved];

(19)to the extent constituting an Asset Sale, the entry into, and any transaction contemplated by, any Shared Facilities Arrangement in connection with a Shared Facilities Agreement;

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(20)(i) dispositions of propertyto the extent that such property is exchanged for credit against the purchase price of similar replacement property that is promptly purchased, (ii) dispositions of property to the extent that the proceeds of such disposition are promptly appliedtothepurchasepriceofsuchreplacementproperty(whichreplacementpropertyis actually promptly purchased) and (iii) to the extent allowable under Section 1031 of the Code or comparable law or regulation, any exchange of like property (excluding any boot thereon) for use in a Similar Business;

(21)the licensing, sub-licensing or cross-licensing of intellectual property or other general intangibles in the ordinary course of business or that is immaterial or in connection with Shared Facilities Arrangements;

(22)any disposition of non-revenue producing assets to a Person who is providing services related to such assets, the provision of which have been or are to be outsourced by any Company Party to such Person;

(23)any financingtransaction withrespect to Property constructed, acquired, leased,renewed, relocated,expanded,replaced,repaired,maintained,upgradedorimproved(includingany reconstruction, refurbishment, renovation and/or development of real property) by any Company Party after the Issue Date;

(24)theunwindingofanyCashManagementObligationsorHedgingObligations;and

(25)any sale of Property if such Property constituted, or the acquisition of such Property was funded by, one or several equity contributions to the Issuer after the Issue Date.

In the event that a transaction (or any portion thereof)meets the criteria of a permitted Asset Sale andwouldalsobea PermittedInvestmentoranInvestment permittedunder Section4.05,the Issuer,inits solediscretion,willbeentitledtodivideandclassifysuchtransaction(oraportionthereof)asanAssetSale and/or one or more of the types of Permitted Investments or Investments permitted under Section 4.05.

“Asset Sale Proceeds” means any consideration received from any Asset Sale or Casualty Event, including any Net Cash Proceeds, Excess Proceeds and Declined Asset Sale Proceeds.

“Authorized Officer” means, with respect to (i)delivering an Officer’s Certificate pursuant to this Indenture, the chief executive officer, the president, the chief financial officer, the treasurer, any assistant treasurer,thechieflegalofficer,thegeneralcounsel,theprincipalaccountingofficer,themanagingdirector or any other person of the Issuer having substantially the same responsibilities as the aforementioned officers, and (ii)any other matter in connection with this Indenture, the chief executive officer, the chief financial officer, the treasurer, any assistant treasurer, the chief legal officer, the general counsel or a responsible financial or accounting officer of the Issuer.

“Available Retained Excess Cash Flow Amount” means, on any date of determination, the aggregate amounts remaining after the funds in the Revenue Account are applied in accordance with Sections 4.23(g)(1), (2)and (3).

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect, or any successor statute.

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“BankruptcyLaw”meanstheBankruptcyCodeoranysimilarfederal,stateorforeignbankruptcy, insolvency, reorganization, receivership or similar law.

“BeneficialOwner”hasthemeaningassignedtosuchterminRule13d-3andRule13d-5underthe ExchangeActasoftheIssueDate.Theterms“BeneficiallyOwns”,“BeneficiallyOwned”and“Beneficial Ownership” have a corresponding meaning.

“BoardofDirectors”means:

(1)with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

(2)withrespecttoapartnership,theboardofdirectorsofthegeneralpartnerofthepartnership;

(3)with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof (or, if applicable, the board of directors of the limited liability company or any committee thereof dulyauthorized to act on behalf of such board); and

(4)withrespect to any other Person, the boardor committee of such Person servinga similar function.

“Buildings”meanseachofthebuildingstobeconstructedontheProjectSitepursuanttotheterms of the Data Center Lease.

“Business Day” means any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in the State of NewYorkorplaceofpaymentoftheNotesareauthorizedorrequiredbylaworothergovernmentalaction to close.

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including partnership interests and membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing.

“Cash” means money, currency or a credit balance in any demand account or Deposit Account.

“CashEquivalents”meansanyofthefollowing:(a)readilymarketabledirectobligationsofthe governmentoftheUnitedStatesoranyagencyorinstrumentalitythereof,orobligationsunconditionally guaranteedbythefullfaithandcreditofthegovernmentoftheUnitedStates,ineachcasematuringwithin one (1) year from the date of acquisition thereof; (b) securities issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof having maturitiesofnotmorethanone(1)yearfromthedateofacquisitionthereofand,atthetimeofacquisition, having a rating of AA- or higher from S&P or Fitch or Aa3 or higher from Moody’s (or, if at any time neither S&P, Fitch nor Moody’s shall be rating such obligations, an equivalent rating from another nationally recognized rating service); (c) investments in commercial paper maturing within two hundred seventy (270) days from the date of acquisition thereof and having, at such date of acquisition, a rating of at least A-1 or P-1 from either S&P, Fitch or Moody’s (or, if at any time neither S&P, Fitch nor Moody’s shallberatingsuchobligations,anequivalentratingfromanothernationallyrecognizedratingservice);(d) demand deposits, time deposits, certificates of deposit, banker’s acceptances and time deposits maturing

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within two hundred seventy (270) days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts or deposit accounts issued or offered by, any domestic officeofanycommercialbankorganizedunderthelawsoftheUnitedStatesofAmerica,anyStatethereof, anycountrythatisamemberoftheOECDoranypoliticalsubdivisionthereof,thathasacombinedcapital and surplus and undivided profits of not less than $500,000,000; (e) fully collateralized repurchase agreements with a term of not more than thirty (30) days for securities described in the foregoing clauses (a)and(b)andenteredintowithafinancialinstitutionsatisfyingthecriteriaoftheforegoingclause(d);(f) securitiesissuedbyanyentitythathavearatingofAA+fromS&PorFitchorAa1fromMoody’s(or,ifat anytimeneitherS&P,FitchnorMoody’sshallberatingsuchobligations,anequivalentratingfromanother nationally recognized rating service); (g) marketable short-term money market and similar funds having a rating of at least P-2 or A-2 from either Moody’s, Fitch or S&P, respectively (or, if at any time neither Moody’s,FitchnorS&Pshallberatingsuchobligations,anequivalentratingfromanotherratingagency); and(h)investmentsin“moneymarketfunds”withinthemeaningofRule2a-7oftheInvestmentCompany Actof1940,substantiallyallofwhoseassetsareinvestedininvestmentsofthetypedescribedinthe foregoing clauses (a) through (f).

“Cash Management Obligations” means (1) obligations in respect of any overdraft and related liabilities arising from treasury, depository, cash pooling arrangements, electronic fund transfer, treasury servicesandcashmanagementservices,includingcontrolleddisbursementservices,workingcapitallines, lines of credit, overdraft facilities, foreign exchange facilities, deposit and other accounts and merchant services,orothercashmanagementarrangementsoranyautomatedclearinghousearrangements,(2)other obligationsinrespectofnettingorsettingoffarrangements,credit,debitorpurchasecardprograms,stored value card and similar arrangements and (3) obligations in respect of any other services related, ancillary or complementary to the foregoing (including any overdraft and related liabilities arising from treasury, depository, cash pooling arrangements and cash management services, corporate credit and purchasing cards and related programs or any automated clearing house transfers of funds).

“Casualty Event” means a casualty event that causes all or a material portion of the Project or the Project Site to be damaged, destroyed or rendered unfit for normal use for any reason whatsoever, other than (a) ordinary use and wear and tear or (b) any Event of Eminent Domain, as determined by the Issuer in good faith.

“Change of Control” means the consummation of any transaction as a result of which either (x) prior to the Initial Commencement Date, neither Parent nor any of its Affiliates has, or (y) on or after the Initial Commencement Date, neither Parent, nor any of its Affiliates nor any Qualified Operator has, primary operational control, directly or indirectly, with respect to the management or operation of the Project Site.

“Change of Control Trigger Event” means the occurrence of both a Change of Control and a Ratings Decline.

“Code”meanstheInternalRevenueCodeof1986,asamended.

“Collateral” means all assets securing or purporting to secure the Notes, including (a) any Equity InterestsoftheIssuerandanyEquityInterestsofanySubsidiaryGuarantorheldbyanyCompanyParty, (b)allPropertyoftheCompanyParties,nowownedorhereafteracquiredbytheCompanyParties,and(c) the Project Accounts; provided that Excluded Property shall not constitute Collateral.

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“Collateral Agent” means Wilmington Trust, National Association, in its capacity as collateral agent as appointed pursuant to this Indenture and any of its successors in such capacity.

“Collateral Documents” means the Security Agreement (and any agreement entered into, or requiredtobedelivered,byanyoftheCompanyParties,asapplicable,pursuanttothetermsoftheSecurity Agreement in order to perfect the Lien created on any Property pursuant thereto), the HoldCo Pledge Agreement,theMortgages,anyaccountcontrolagreementwithanybankinrespectoftheProjectAccounts and any other Deposit Account (other than Excluded Accounts) and each other agreement that creates or purports to create a Lien in favor of the Collateral Agent for the benefit of the Notes Secured Parties to secure the obligations and liabilities of any Company Party under any Notes Document.

“CompanyOrder”meansawrittenordersignedinthenameoftheIssuerbyoneAuthorized Officer.

“Company Party” means, individually or collectively, as the context may require, the Issuer and each Subsidiary Guarantor.

“Completion Guarantee” means that certain Completion Guarantee, dated as of May 7, 2026, by andbetweentheParentandtheCollateralAgent,asthesamemaybeamended,supplementedormodified from time to time.

“Construction Management Services Agreement” means one or more agreements by and between one ormore Company Parties andanycontractor for the constructionandmanagement ofthe Data Center LeaseoralloranyportionoftheDataCenterCampus,orprovidesservicesinconnectiontherewith,asthe same may be amended, supplemented, replaced, renewed or modified from time to time.

“ConstructionPeriod”means,withrespecttotheProject,theperiodfromtheIssueDateuntilthe date on which the Final Commencement Date occurs.

“Contractual Obligations” means, as applied to any Person, any provision of any Capital Stock issued by such Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which such Person is a party or by which it or any of its Properties is bound.

“CorporateTrustOfficeoftheTrustee”willbeattheaddressoftheTrusteespecifiedinSection13.01hereoforsuchotheraddressastowhichtheTrusteemaygivenoticetotheIssuer.

“CreditFacility”means,withrespecttoanyCompanyParty,oneormoredebtfacilities,indentures or other arrangements (including commercial paper facilities and overdraft facilities) providing for revolvingcreditloans,termloans,notes,receivablesfinancing(includingthroughthesaleofreceivablesto institutionsortospecialpurposeentitiesformedtoborrowfromsuchinstitutionsagainstsuchreceivables), letters of credit or other Debt, in each case, as amended, restated, modified, renewed, refunded, replaced, restructured, refinanced, repaid, increased or extended in whole or in part from time to time (and whether in whole or in part and whether or not with the original administrative agent and lenders or another administrative agent or agents or other banks, institutions, investors or other similar entities and whether provided under or more credit or other agreements, indentures, financing agreements or otherwise) and in each case including all agreements, instruments and documents executed and delivered pursuant to or in connection with the foregoing (including any notes and letters of credit issued pursuant thereto and any guarantee andcollateralagreement,patentandtrademark securityagreement,mortgages or letter ofcredit applications and other guarantees, pledges, agreements, security agreements and collateral documents). Without limitingthegenerality of theforegoing,theterm “Credit Facility”shall includeanyagreement or

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instrument (1)changingthematurity ofany Debtincurredthereunder or contemplatedthereby, (2) adding Subsidiaries of the Issuer as additional borrowers or guarantors thereunder, (3) increasing the amount of Debt incurred thereunder or available to be borrowed thereunder or (4) otherwise altering the terms and conditions thereof.

“Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.

“Data Center Campus” means that certain data center campus that contains the Project Site.

“Data CenterLease” meansthatcertainLeaseAgreement,datedNovember7,2025,betweenthe Issuer, as landlord, and Tenant, as tenant, as may be amended, supplemented, replaced (including by any QualifyingDataCenterLeaseoranynovationoftheDataCenterLease),subdividedormodifiedfromtime to time.

“Data Center Lease Termination Fee” means any termination fee payable by the Tenant or the Lease Guarantor to the Issuer upon a Data Center Lease Termination Event pursuant to the Data Center Lease, as applicable.

“Debt”asappliedtoanyPerson,means,withoutduplication,(a)allobligationsofsuchPersonfor borrowedmoney;(b)thatportionofobligationswithrespecttoFinanceLeaseObligationsthatisproperly classified as a liability on a balance sheet in conformity with GAAP; (c) all obligations of such Person evidencedbynotes,bonds,debentures,draftsorothersimilarinstrumentsrepresentingextensionsofcredit whether or not representing obligations for borrowed money; (d) all obligations of such Person in respect ofthedeferredpurchasepriceofproperty(excluding(i)tradepayables,(ii)expensesaccruedintheordinary course of business and (iii) obligations resulting from take-or-pay contracts entered into in the ordinary course of business) which purchase price is due more than six (6) months after the date of placing such propertyinserviceortakingdeliveryoftitlethereto;(e)allDebtofotherssecuredbyanyLienonproperty owned or acquired by such Person, whether or not the Debt secured thereby has been assumed; provided thattheamountof such Debt will bethelesser of(i)the FairMarket Valueof such assetas determined by suchPersoningoodfaithonthedateofdeterminationand(ii)theamountofsuchDebtofotherPersons; (f)thefaceamountofanyletterofcreditissuedfortheaccountof such Person orasto whichsuch Person isotherwiseliableforreimbursementofdrawings;and(g)thenetmark-to-marketexposureofsuchPerson inrespectofanyexchangetradedoroverthecounterderivativetransaction;providedthatinnoeventshall (A) deferred compensation arrangements, (B)non-compete or consulting obligations, (C) earn out obligations until such obligations are earned or mature in accordance with GAAP, (D) asset retirement obligations,(E)anyobligationsoftheIssuerthatarisefromthepaymentoffundstotheIssuerpursuantto the terms of any Project Documents or any Additional Project Documents, (F) working capital or other adjustments to purchase price or indemnification obligations under purchase agreements (except to the extentthattheamountpayableis,orbecomes,reasonablydeterminableandwouldbereflectedonabalance sheetinaccordancewithGAAP),(G)anyDebttheproceedsofwhichareheldinescrow(butonlypriorto thereleaseofsuchproceedsfromescrow)and(H)CashManagementObligations,ineachcase,constitute Debt of a Person.

“Debt Service” means,forany period,thesum of (without duplication) (a) allscheduled principal payableduringsuchperiodinrespectofanyseniorsecuredorunsecureddebtfacility,includingtheNotes and(b)theamountofinterestexpenseinrespectofanyseniorsecuredorunsecureddebtfacility,including the Notes.

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“Debt Service Coverage Ratio” means, as of any date, the ratio of (i) the Issuer’s estimated Net OperatingIncomefor thenext four(4) Fiscal Quarters(ascalculatedbytheIssueringoodfaith) to(ii)the Debt Service required in respect of the Notes during such period (after giving effect to any repayments, repurchases or other redemptions of the Notes estimated during such period).

“DebtServiceReserveRequiredAmount”meansthesumof:

(1)on the Issue Date and each Payment Date thereafter that occurs during the Construction Period, an amount equal to the sum of: (i) $96,000,000 (which represents the amount of scheduled interest due on the next two (2) Payment Dates), minus the amount of interest that has been paid in respect of the Notes since the Issue Date and on or prior to such PaymentDate,and(ii)theamountofscheduledinterestdueonthenextPaymentDate;and

(2)on each Payment Date that occurs after the Construction Period, an amount equal to the scheduled interest due on the next Payment Date.

“Default”meansanyEventofDefaultoraconditionoreventthat,afternoticeorlapseoftimeor both, would constitute an Event of Default.

“DefinitiveNote”meansacertificatedNoteregisteredinthenameoftheHolderthereofandissued inaccordancewithSection2.06hereof,substantiallyintheformofExhibitAhereto,exceptthatsuchNote shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

“DepositAccount”meansademand,time,savings,checking,passbookorlikeaccountwithabank, savings and loan association, credit union or like organization, other than an account evidenced by a negotiable certificate of deposit.

“Depository”meansDTC,itsnomineesandtheirrespectivesuccessors.

“Derivative Instrument” with respect to a Person, means any contract, instrument or other right to receive payment or delivery of cash or other assets to which such Person or any Affiliate of such Person that is acting in concert with such Person in connection with such Person’s investment in the Notes (other than a Screened Affiliate) is a party (whether or not requiring further performance by such Person), the value and/or cash flows of which (or any material portion thereof) are materially affected by the value and/or performance of the Notes and/or the creditworthiness of the Issuer and any Subsidiary Guarantors (the “Performance References”).

“Designated Noncash Consideration” means the Fair Market Value of non-cash consideration received by any Company Party in connection with an Asset Sale that is so designated as Designated Noncash Consideration pursuant to an Officer’s Certificate, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Noncash Consideration.

“Development Services Agreement” means one or more agreements by and between one or more Company Parties and any developer for any development,project,construction, and planningservices the Data Center Campus, as the same may be amended, supplemented, replaced, renewed or modified from time to time.

“DisqualifiedEquityInterests”meansanyCapitalStockwhich,byitsterms(orbythetermsofany security or other Capital Stock into which it is convertible or for which it is exchangeable), or upon the

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happeningofanyeventorcondition(a)maturesorismandatorilyredeemable(otherthansolelyforCapital Stock which are not otherwise Disqualified Equity Interests), pursuant to a sinking fund obligation or otherwise, (b) is redeemable at the option of the holder thereof (other than solely for Capital Stock which arenototherwiseDisqualifiedEquityInterests),inwholeorinpart,(c)providesforthescheduledpayments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Debt or any other Capital Stock that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety-one (91)daysafterthematuritydateoftheNotes.Notwithstandingtheprecedingsentence,(A)ifsuchCapital Stock is issued pursuant to any plan for the benefit of directors, officers, employees, members of management,managersorconsultantsorbyanysuchplantosuchdirectors,officers,employees,members of management, managers or consultants, in each case, in the ordinary course of business of the Issuer or any Subsidiary,such Capital Stock shall not constituteDisqualified Equity Interests solely becauseitmay be required to be repurchased by the issuer thereof in order to satisfy applicable statutory or regulatory obligations, and (B) no Capital Stock held by any future, present or former employee, director, officer, manager, member of management or consultant (or their respective Affiliates or immediate family members) of the Issuer (or any Subsidiary) shall be considered Disqualified Equity Interests because such stock is redeemable or subject to repurchase pursuant to any management equity subscription agreement, stockoption,stockappreciationrightorotherstockawardagreement,stockownershipplan,putagreement, stockholder agreement or similar agreement that may be in effect from time to time.

“DistributionAccount”meansanyaccountthatholds,amongotherthings,anyofthefollowing: (1)anyAssetSaleProceeds,(2)anyamountsreceivedinrespectofanyExcludedProperty,(3)anyExcess TerminationFeeFunds,(4)anycontributionofProperty(includingCashandCashEquivalents)tothe IssueraftertheIssueDate,and(5)anyamountsremainingafterthefundsintheRevenueAccountare applied in accordance with Sections 4.23(g)(1), (2)and (3).

“Distribution Compliance Period” means the forty (40) day distribution compliance period as defined in Regulation S.

“Dollars”andthesign“$”meanthelawfulcurrencyoftheUnitedStatesofAmerica.

“DTC” means The Depository Trust Company, its nominees and their successors and assigns.

“Equity Interests” means Capital Stockandall warrants, options or other rights toacquire Capital Stock(butexcludinganydebtsecuritythatisconvertibleinto,orexchangeablefor,CapitalStock).

“Equity Offering”means(a) apublicorprivatesaleofthe Capital Stockofthe Issuer oranyofits directorindirectparentcompanies(excludingDisqualifiedEquityInterest)or(b)anycashcontributionto the equity capital of the Issuer, other than: (i) public offerings with respect to the Issuer’s or any direct or indirect parent company’s common stock registered on Form S-8; and (ii) issuances to any Subsidiary of the Issuer, in each case made after the Issue Date.

“Euroclear”meansEuroclearBankSA/NV,asoperatoroftheEuroclearSystem,andanysuccessor thereto.

“Event of Eminent Domain” means any action, series of actions, omissions or series of omissions by any Governmental Authority (a) by which such Governmental Authority appropriates, confiscates, condemns, expropriates, nationalizes, seizes or otherwise takes all or a material portion of the Property of any Company Party (including any Capital Stock of any Company Party) or (b) by which such GovernmentalAuthorityassumescustodyorcontroloftheProperty(otherthanimmaterialportionsofsuch

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Property) or business operations of any Company Party or any Capital Stock of any Company Party, in each case, that is reasonably anticipated to last for more than ninety (90) consecutive days.

“Excess Property” means any property or assets (whether tangible or intangible) of the Company PartiesthattheCompanyPartiesdeterminearenotnecessaryforthedevelopmentoroperationoftheProject andwhichisdesignatedasExcessPropertybytherelevantCompanyParty;providedthatconcurrentlywith designating any such property or assets as Excess Property, the Issuer shall obtain a Rating Agency Confirmation.

“Excess Termination Fee Funds” means (i) any funds contained in the Designated Account after the completion of a Termination Fee Offer and (ii) any Data Center Lease Termination Fee received in respectofaDataCenterLeasethatisnotrequiredtobeusedinconnectionwiththeTerminationFeeOffer relating to the termination of such Data Center Lease.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.

“Excluded Accounts” means (a) trust fund accounts and escrow accounts held exclusively for the benefit of an unaffiliated third party and payroll accounts, in each case, to the extent solely used for such purpose,(b)accountsmaintainedsolelyforthepurposeofconsummatingordinarycoursetransactionsthat donot havean averageaggregatedailybalance whichexceeds$5.0million,(c)any DistributionAccount, (d) after the Final Commencement Date, the Notes Proceeds Account, (e) deposit accounts maintained solely as zero balance disbursement accounts other than the Project Accounts, and (f) any cash collateral accountsfundedbytheTenantandheldforthebenefitofanycounterpartytoHedgingObligations; provided that, notwithstanding anything to the contrary in this definition or the Notes Documents and subject to clause (d) of this definition, in no event shall any Project Account at any time constitute an Excluded Account.

“ExcludedProperty”means:

(1)anycontracts,permits,licenses,leases,accounts,generalintangibles(otherthananycapital stock), payment intangibles, chattel paper, letter-of-credit rights and promissory notes (including any of its rights or interests thereunder) if the grant of such security interest thereinshall(i)giveanyotherPersonpartytosuchcontract,permit,license,lease,account, general intangible (other than any capital stock), payment intangible, chattel paper, letter ofcreditorpromissorynotetherighttoterminateitsobligationsthereunder,(ii)constitute or resultin the abandonment, invalidation or unenforceability of anyright,title orinterest of the Issuer or a Subsidiary Guarantor in or under such contract, permit, license, lease, account, general intangible (other than any capital stock), payment intangible, chattel paper, letter of credit or promissory note,(iii) require any consent not obtained under any such contract, permit, license, lease, account, general intangible (other than any capital stock),paymentintangible,chattelpaper,letterofcreditorpromissorynoteor (iv)constituteorresultinaprohibition,breachorterminationpursuanttothetermsofany such contract, permit, license, lease, account, general intangible (other than any capital stock), payment intangible, chattel paper, letter of credit or promissory note (in each case ofclauses(i)through(iv),aftergivingeffecttoSections9-406,9-407,9-408and9-409of the UCC (and any successor provision or provisions) of any relevant jurisdiction and any other applicable law (including the Bankruptcy Code) or principles of equity);

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(2)anycontracts,permits,licenses,leases,accounts,generalintangibles(otherthananycapital stock), payment intangibles, chattel paper, letter-of-credit rights and promissory notes (including any of its rights or interests thereunder) to the extent that a security interest thereinis prohibited by or in violation of any law, ruleor regulation or under theterms of such contracts, permits, licenses, leases, accounts, general intangibles, payment intangibles, chattel paper, letter-of-credit rights and promissory notes applicable to the Issuer or a Subsidiary Guarantor (other than to the extent that any such prohibition or violationwouldberenderedineffectivepursuanttoSections9-406,9-407,9-408or9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity) or which would require governmental (including regulatory) consent; provided that any such property described in this paragraph(2)and the foregoing paragraph(1)shall constitute Excluded Property only tothe extent and for so long as the consequences specified above shall exist and shall cease to be Excluded Property and shall become subject to the Lien granted under the Collateral Documents, immediately and automatically, at such time as no such consequences shall exist;

(3)all motor vehicles, vessels, cars, trucks, trailers, aircraft, rolling stock, construction and earthmovingequipmentandanyotherassetssubjecttoacertificateoftitlelawofanystate (otherthantotheextentasecurityinterestthereincanbeperfectedbythefilingofaUCC-1 financing statement);

(4)assetssubjecttoFinanceLeaseObligations,purchasemoneyfinancingandcashtosecure letter of credit reimbursement obligations to the extent such Finance Lease Obligations, purchase money financing or letters of credit are not prohibited under this Indenture and the terms thereof prohibit a grant of a security interest therein;

(5)ExcludedAccounts;

(6)anyletter-of-creditrighttotheextentasecurityinterestinsuchletter-of-creditrightcannot be perfected bya filingofaUCCfinancing statement (it being understoodthat noactions shallberequiredtoperfectasecurityinterestinletter-of-creditrights,otherthanthefiling of a UCC financing statement);

(7)anycommercialtortclaim;

(8)any intent-to-use application for registration of a trademark filed pursuant to Section1(b) of the LanhamAct, 15 U.S.C. §1051, prior to the filing of a“Statement of Use” pursuant toSection1(d)oftheLanhamActoran“AmendmenttoAllegeUse”pursuantto Section1(c) of the Lanham Act with respect thereto, to the extent, if any, that, and solely duringtheperiod,ifany,inwhich,thegrantofasecurityinterestthereinwouldimpairthe validity or enforceabilityof any registration that issues from such intent-to-use trademark application under applicable federal law;

(9)to the extent pledged to a commodity counterparty, such as an energy manager or fuel supplier in the ordinary course of business, accounts receivable (and accounts into which the proceeds of such accounts receivable are deposited, including “lockbox” and similar accounts) owed by any Person to the Issuer or any Subsidiary Guarantor for the purchase ofelectricenergyandotherrelatedproductsorservices(butexcluding,asofanydate,any

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such accounts receivable, accounts or proceeds held by or pledged to such commodity counterparty in excess of fifty-five (55) days as of such date);

(10)margin, clearing or similar accounts with or on behalf of brokers, credit clearing organizations, independent system operators, regional transmission organizations, pipelines, state agencies, federal agencies, futures contract brokers, exchanges related to the trading of energy (including the Intercontinental Exchange, Inc.), customers, trading counterparties,oranyotherpartiesorissuersofsuretybondsandanyproceedsthereof,in the ordinary course of business;

(11)“Margin Stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (as in effect from time to time);

(12)anyRealEstateAssetwithaFairMarketValue(asdeterminedingoodfaithbytheIssuer orsuchSubsidiaryGuarantor)oflessthan$5.0millionorwithrespecttowhichtheIssuer shallhavereasonablydeterminedthatthecosts(includingrecordingTaxesandfilingfees) ofcreatingandperfectingaLienonsuchRealEstateAssetareexcessiveinrelationtothe value of the security afforded thereby or where the Issuer reasonably determines that perfection would not be customary for similarly situated project financings;

(13)anyparticularassetsifthecreationorperfectionofpledgesof,orsecurityinterestsin,any property or assets would result in material adverse tax consequences to the Issuer or any Subsidiary Guarantor, or any direct or indirect parent entity of the Issuer, as reasonably determined by the Issuer or any Subsidiary Guarantor in good faith;

(14)any particular assets if the Issuer or any Subsidiary Guarantor reasonably determines that the burden, cost or consequences (including anyadverse tax consequences) of creating or perfectingsuchpledgesorsecurityintereststhereinareexcessiveinrelationtothepractical benefits to be obtained therefrom by the Notes Secured Parties;

(15)any assets sold or otherwise transferred to any Person other than the Issuer or any Subsidiary Guarantor in compliance with the Notes Documents;

(16)any distribution or other Restricted Payments which the Issuer in turn distributes to any parent company or any other Person upon any such distribution; provided that such distribution or other Restricted Payment to any parent company or any such other Person is made pursuant to, or otherwise in accordance with, the terms of this Indenture;

(17)anyExcessProperty;

(18)anypropertyorassetsownedbyanySubsidiarywhichisnotaSubsidiaryGuarantor;

(19)any governmental licenses or state or local franchises, charters and authorizations, to the extent a security in any such license, franchise, charter or authorization is prohibited or restricted thereby after giving effect to the anti-assignment provision of the Uniform Commercial Code and other applicable law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code or other applicable law notwithstanding such prohibition or restriction;

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(20)any deposit accounts, securities accounts or any similar accounts (including securities entitlements)(ineachcase,otherthanproceedsofCollateral)andanyotheraccountsused solely as payroll and other employee wage and benefit accounts, tax accounts (including, without limitation, sales tax accounts) and any tax benefits accounts, escrow accounts, fiduciary or trust accounts and any funds and other property held in or maintained in any such accounts; and

(21)anyDeclinedAssetSaleProceedsandanyExcessTerminationFeeFunds;

providedthat,innoeventshalltheCapitalStockissuedbyeachCompanyPartyconstitute Excluded Property.

“Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by an authorized officer of the Issuer.

“FinalCommencementDate”meansthedateonwhichallofthe“commencementdates”(including the “Phase 4 (Sirius III) Rent Commencement Date” as defined in the Data Center Lease) have occurred under the terms of the Data Center Lease.

“Finance Lease Obligations” of any Person means the obligations of such Person to pay rent or otheramountsunderanyleaseof(orotherarrangementconveyingtherighttouse)realorpersonalproperty, oracombinationthereof,whichobligationsarerequiredtobeclassifiedandaccountedforasfinanceleases on a balance sheet of such Person under GAAP; provided that (x) the amount of such obligations shall be the amount thereof determined in accordance with GAAP and (y) the final maturity of such obligations shallbethedateofthelastpaymentdueundersuchlease(orotherarrangement)beforesuchlease(orother arrangement) may be terminated by the lessee without payment of a premium or penalty.

“FirstLienIntercreditorAgreement”meansafirstlienintercreditoragreementsubstantiallyinthe form of Exhibit D, as the same may be amended, modified or supplemented from time to time.

“FiscalQuarter”meansafiscalquarterofanyFiscalYear.

“FiscalYear”meansafiscalyearoftheCompanyPartiesendingonDecember31ofeachcalendar year.

“Fitch”meansFitchRatings,Inc.oranyofitssuccessorsorassignsthatisaNationallyRecognized Statistical Rating Organization.

“FixedGAAPDate”meanstheIssueDate;providedthatatanytimeaftertheIssueDate,theIssuer may,bywrittennoticetotheTrustee,electtochangetheFixedGAAPDatetobethedatespecifiedinsuch notice,anduponsuchnotice,theFixedGAAPDateshallbesuchdateforallperiodsbeginningonandafter the date specified in such notice.

“FixedGAAPTerms”means(a)thedefinitionsoftheterms“FinanceLeaseObligations”,“Debt”, and “debt for borrowed money”, including any future changes in GAAP that would require lease (or “synthetic lease”) obligations to be included as Debt on a Company Party’s balance sheet, (b)all defined termsinthisIndenturetotheextentusedinorrelatingtoanyoftheforegoingdefinitions,andallratiosand computationsbasedonanyoftheforegoingdefinitions,and(c)anyothertermorprovisionofthisIndenture

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that may be specified by the Issuer by written notice to the Trustee from time to time; provided that a Company Party may elect to remove any term from constituting a Fixed GAAP Term.

“FullBudgetedCostofConstruction”means,withrespecttotheProjectoranyAdditionalProject, the total budgeted costs to develop the Project or such Additional Project (inclusive of (w) property acquisition costs, (y) interest expected to accrue on (i) with respect to the Project, any Debt related to the Project during the Construction Period or (ii) with respect to any Additional Project, any Debt related to anyAdditionalProjectpriortothelaterof(i)the“finalcommencementdate”(orequivalentterm)forsuch AdditionalProjectand(ii)fullcompletionofconstructionofsuchAdditionalProject,(y)theDebtService ReserveRequiredAmount(orequivalenttermwithrespecttoanyAdditionalProject),and(z)anyfinancing andotherfees,expensesandpaymentsinconnectionwiththeconstructionoftheProjectandanyAdditional Project and the issuance of any Debt related thereto), as determined by the Issuer in good faith.

“GAAP” means generally accepted accounting principles in the United States of America, as in effect on the Fixed GAAP Date consistently applied.

“Global Note Legend” means the legend set forth in Section 2.06(g)(2), which is required to be placed on all Global Notes issued under this Indenture.

“Global Notes”means,individuallyandcollectively,eachoftheGlobalNotessubstantiallyinthe form of Exhibit Ahereto, issued in accordance with Section 2.01hereof.

“Government Securities” means direct obligations of, or obligations guaranteed by, the United States of America (including any agency or instrumentality thereof) for the payment of which obligations orguaranteesthefullfaithandcreditoftheUnitedStatesofAmericaispledgedandwhicharenotcallable or redeemable at the Issuer’s option.

“Governmental Authority” means any federal, state, municipal, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivisionthereof,anyentity,officerorexaminerexercisingexecutive,legislative,judicial,regulatoryor administrative functions of or pertaining to any government or any court, in each case whether associated withastateoftheUnitedStates,theUnitedStatesor,totheextentapplicableandlegallybinding,aforeign entityorgovernmentoranysecuritiesexchange(includinganysupra-nationalbodiessuchastheEuropean UnionortheEuropeanCentralBank),anyself-regulatoryorganization(includingtheNationalAssociation ofInsuranceCommissioners)andanyapplicableregionaltransmissionorganizationorindependentsystem operatorasapprovedbytheFederalEnergyRegulatoryCommission(FERC)ortheNorthAmerican Electric Reliability Corporation (NERC), including PJM Interconnection, LLC.

“Governmental Authorization” means any authorization, approval, consent, franchise, license, covenant,order,ruling,permit,certification,exemption,notice,declarationorsimilarright,undertakingor other action of, to or by, or any filing, qualification or registration with, any Governmental Authority.

“HedgingObligations”means,withrespecttoanyPerson,theobligationsofsuchPersonunder(1) any power hedges, rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options,forward commodity contracts,equity or equityindex swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price orforward bond index transactions,interestrateoptions, forward foreign exchangetransactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar agreements or transactions or any combination of any ofthe foregoing (including any options to enter into any ofthe foregoing), whether or

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notanysuchtransactionisgovernedbyorsubjecttoanymasteragreement,and(2)anyandalltransactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by,anyform ofmasteragreementpublished bythe InternationalSwapsandDerivatives Association,Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement,togetherwith any relatedschedules,a “MasterAgreement”), includinganysuchobligations or liabilities under any Master Agreement.

“HoldCo” means Cosmos Pledgor, LLC, a Delaware limited liability company, and each of its successors and assigns.

“HoldCo Pledge Agreement” means that certain pledge agreement, dated as of the Issue Date, by and between HoldCo and the Collateral Agent relating to the pledge by HoldCo of its Equity Interests of the Issuer, as the same may be amended, supplemented, restated, replaced or modified from time to time.

“Holder”meansthePersoninwhosenameaNoteisregisteredontheregistrar’sbooks;provided, however,thatinconnectionwiththegivingofanyconsent,instructionorauthorizationforpurposesofthe provisionsinaccordancewithArticle9,beneficialownersofinterestsinaNotemayconstitute“Holders”, and in connection therewith, the Issuer, the Trustee, any Officer signing an Officer’s Certificate and any counseldeliveringanOpinionofCounselshallbepermittedtorelyingoodfaithoncustomarycertificates ofbeneficialownershipasevidenceofholdingsofsuchinterests(without,fortheavoidanceofdoubt,DTC proxies, medallion-stamped guarantees or other similar evidence).

“Immediate Family Members” means with respect to any individual, such individual’s child, stepchild, grandchild or more remote descendant, parent, stepparent, grandparent, spouse, former spouse, qualified domestic partner, sibling, mother-in-law, father-in-law, son-in-law and daughter-in-law (includingadoptive relationships),theestates of suchindividual and such otherindividuals aboveand any trust, partnership or other bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoingindividualsoranyprivatefoundationorfundthatiscontrolledbyanyoftheforegoingindividuals or any donor-advised fund of which any such individual is the donor.

“Independent Financial Advisor” means an accounting, appraisal or investment banking firm or consultant of nationally recognized standing.

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

“Initial Commencement Date” means the date on which the “Lease Commencement Date” occurs under the terms of the Data Center Lease.

“Initial Notes” means the $999,000,000 aggregate principal amount of 8.875% Senior Secured Notes due 2031 issued under this Indenture on the Issue Date.

“InsolvencyorLiquidationProceeding”means:

(1)any voluntary or involuntary case or proceeding under any Bankruptcy Law with respect to the Issuer or any Subsidiary Guarantor;

(2)any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or

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proceeding with respect to the Issuer or any Subsidiary Guarantor or with respect to a material portion of their respective assets;

(3)any liquidation, dissolution, reorganization or winding up of the Issuer or any Subsidiary Guarantor whether voluntary or involuntary and whether or not involving insolvency or bankruptcy; or

(4)anyassignmentforthebenefitofcreditorsoranyothermarshallingofassetsandliabilities of the Issuer or any Subsidiary Guarantor.

“Intellectual Property” means the following intellectual property rights, both statutory and commonlawrights,ifapplicable:(a)copyrightsandregistrationsandapplicationsforregistrationthereof, (b)trademarks,servicemarks,tradenames,slogans,domainnames,logos,tradedressandregistrationsand applications for registration thereof, (c) patents, as well as any reissued and reexamined patents and extensions corresponding to the patents and any patent applications, as well as any related continuation, continuation in part and divisional applications and patents issuing therefrom and (d) trade secrets and confidential information, including proprietary designs, concepts, compilations of information, methods, techniques, procedures, processes and other know-how, whether or not patentable.

“Investment”means(a)anydirectorindirectpurchaseorotheracquisitionbyaCompanyPartyof, orofabeneficialinterestin,anyoftheSecuritiesofanyotherPerson;(b)anydirectorindirectredemption, retirement, purchase or other acquisition for value, by a Company Party from any Person, of any Capital Stock of such Person; and (c) any direct or indirect loan, guarantee, advance (other than advances to employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in theordinarycourseofbusiness)orcapitalcontributionsbyaCompanyPartytoanyotherPerson,including all indebtedness and accounts receivable from that other Person that are not current assets or did not arise from salesto that other Person in the ordinary courseof business.The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustments for increases or decreases in value, or write ups, write downs or write offs with respect to such Investment; providedthatanyreturnsordistributionsofcapitalorrepaymentofprincipalreceivedbysuchotherPerson with respect thereto shall reduce the amount of an Investment; provided, further, that if a distribution reducestheamountofanInvestmentbelowzero,thensuchamountwilldeemedtobezeroDollars,butthe Company Parties may count the unused portion of the distribution against future Investments.

“Investment Grade” means a rating of BBB- or higher by S&P, Baa3 or higher by Moody’s or BBB- or higher by Fitch or the equivalent of such ratings by S&P, Moody’s or Fitch. In the event that the IssuershallselectanyotherRatingAgency,theequivalentofsuchratingsbysuchRatingAgencyshallbe used.

“IssueDate”meansMay7,2026.

“Issue Date Budget” means the financial model provided by the Issuer to the initial purchasers of the Notes on or prior to the Issue Date, in accordance with which the “Illustrative Cash Flows” have been prepared.

“Issuer” hasthemeaning specified inthe preamble hereto until asuccessor replaces it pursuant to the applicable provisions of this Indenture, and thereafter “Issuer” shall mean such successor Issuer.

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“Joint Venture” means a joint venture, partnership or other similar arrangement, whether in corporate, partnership or other legal form; provided that in no event shall any corporate Subsidiary of any Person be considered to be a Joint Venture to which such Person is a party.

“Laws”means,collectively,allinternational,foreign,federal,stateandlocalstatutes,treaties,rules, guidelines,regulations,ordinances,codesandadministrativeorjudicialprecedentsorauthorities,including theinterpretationoradministrationthereofbyanyGovernmentalAuthoritychargedwiththeenforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, and Governmental Authorizations of, and agreements with, any Governmental Authority.

“LeaseGuarantee”meanstheguaranteeofleaseagreementdatedNovember7,2025,betweenthe Issuer, as the beneficiary, the Tenant, as the guaranteed party, and the Lease Guarantor, as the guarantor, as may be amended, supplemented, replaced or modified from time to time.

“Lease Guarantor” means SoftBank Group Capital Limited, a private limited company incorporatedinEnglandandWales,andeachofitssuccessorsandassigns(includinganyguarantorthatis party to a replacement of the Lease Guarantee).

“Lien” means, with respect to any property or asset, any mortgage, pledge, security interest, encumbrance or lien of any kind in the nature of security or any other agreement or arrangement having a similar effect; provided that in no event shall an operating lease be deemed to constitute a Lien.For the avoidance of doubt, “Lien” shall not include any netting or set-off arrangements under any Contractual Obligation (other than any Contractual Obligation constituting debt for borrowed money) otherwise permitted under the terms of this Indenture.

“Loan to Cost Ratio” means, at any time, the ratio (expressed as a percentage) of (i) the total outstanding Debt for borrowed money of the Company Parties designated by the Issuer as Debt related to the Project, less Cash and Cash Equivalents of the Company Parties and any Net Operating Income reasonablyexpectedtobegeneratedbytheCompanyPartiespriortotheFinalCommencementDate(other than (i) amounts maintained in the Notes Proceeds Account from the issuance of the Notes on the Issue Date and (ii) thenet proceeds of any Debt that isincurred after theIssue Datesolelyinreliance on a Loan toCostRatiocalculation)to(ii)theaggregateamountofallcosts,feesandexpensesincurredorreasonably expected to be incurred by the Company Parties with respect to the development, construction, financing, operation and leasing of the Project (as determined by the Issuer in good faith) as of the date of determination.

“Long Derivative Instrument” means a Derivative Instrument (i) the value of which generally increases,and/orthepaymentordeliveryobligationsunderwhichgenerallydecrease,withpositivechanges to the Performance References and/or (ii) the value of which generally decreases, and/or the payment or deliveryobligationsunderwhichgenerallyincrease,withnegativechangestothePerformanceReferences.

“Management Group” means the group consisting of the directors, executive officers and other management personnel(and theirrespective Immediate Family Members) oftheParent ontheIssue Date, includinganyPersontheEquityInterestsofwhich(orinthecaseofatrust,thebeneficialinterestsofwhich) are majority owned by any of the foregoing.

“Management Services Agreement” means one or more agreements by and between one or more Company Parties and any property manager for the management of the Data Center Lease or all or any portion of the Data Center Campus, as the same may be amended, supplemented, replaced, renewed or modified from time to time.

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“MarginStock”hasthemeaningspecifiedinRegulationU.

“Market Capitalization” means an amount equal to (a)the total number of issuedand outstanding shares of common Equity Interests of a Person (or any direct or indirect parent entity) on the date of its assumptionofaDataCenterLease,multipliedby(b)thearithmeticmeanoftheclosingpricespershareof suchcommonEquityInterestsontheprincipalsecuritiesexchangeonwhichsuchcommonEquityInterests are traded for the thirty (30) consecutive trading days immediately preceding the date of assumption of a Data Center Lease.

“Market Intercreditor Agreement” means an intercreditor or subordination agreement or arrangement (which may take the form of a “waterfall” or similar provision) the terms of which are either (a)(i) consistent with market terms governing intercreditor arrangements for the sharing or subordination of Liens or arrangements relating to the distribution of payments, as applicable, at the time the applicable agreement or arrangement is proposed to be established in light of the type of Debt subject thereto or (ii) takenasawhole,notmateriallylessfavorabletotheHoldersoftheNotesthanthetermsofanyAcceptable IntercreditorAgreementgoverningsimilarprioritiesthatisthenineffect,ineachcaseasdeterminedbythe Issueringoodfaithor(b)intheeventan“AcceptableIntercreditorAgreement”hasbeenenteredintoafter theIssueDatemeetingtherequirementoftheprecedingclause(a),thetermsofwhichare,takenasawhole, not materially less favorable to the Holders of the Notes than the terms of such Acceptable Intercreditor Agreementtotheextentsuchagreementgovernssimilarpriorities,ineachcaseoftheforegoingclauses(a) or (b) as determined by the Issuer in good faith.

“Material Adverse Effect” means a material adverse effect on (a) the business, assets, financial conditionorresultsofoperationsoftheCompanyParties,takenasawhole,(b)theabilityoftheCompany Parties,takenasawholetofullyandtimelyperformtheirObligationsundertheNotesDocumentsor(c)the rights and remedies of the Holders, taken as a whole, under the Notes Documents.

“Moody’s”meansMoody’sInvestorsService,Inc.oranysuccessorthereof.

“Mortgaged Property” means all Real Estate Assets of any Company Party subject to the Mortgages.

“Mortgages” mean, collectively, the mortgages, deeds of trust, deeds to secure debt and other security documents (including amendments to any of the foregoing) delivered with respect to Real Estate Assets, as amended, supplemented or otherwise modified from time to time including all such changes as may be required to account for local law matters.

“NationallyRecognizedStatisticalRatingOrganization”meansanationallyrecognizedstatistical rating organization within the meaning of Section 3(a)(62) under the Exchange Act.

“NetCashProceeds”means:

(1)with respect to any proceeds of or under any casualty or property insurance, indemnity, condemnation awards, warranty or guaranty (including any proceeds received from business interruption insurance, or payments in lieu thereof) received by any Company Party in connection with the occurrence of any Casualty Event or Event of Eminent Domain, the sum of Cash and Cash Equivalents received by such Company Party in connectionwithsuchCasualtyEventorEventofEminentDomainnetofthesumof(A)all reasonable out of pocket costs and expenses (including legal and accounting fees and expenses, underwriting discounts, investment banking fees, commissions, collection

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expensesandothercustomarytransactioncosts)paidorreasonablyestimatedtobepayable bytheCompanyPartiesinconnectionwithsucheventorwiththecollection,enforcement, negotiation, consummation, settlement, proceedings, administration or other activity related to the receipt or collection of the relevant proceeds, (B) federal, state, provincial, foreign and local Taxes reasonably estimated to be actually payable within the current or the immediately succeeding tax year as a result of any gain recognized in connection therewith (including any Permitted Tax Distribution Amount) and (C) the amount of any reserves established by the Company Parties to fund contingent liabilities reasonably estimated to be payable, in each case, that are directly attributable to such event (as determined reasonably andin goodfaith by anofficerof anysuch Company Parties); and

(2)with respect to any Asset Sale (including in connection with issuance of Capital Stock), thesumoftheCashandCashEquivalentsreceivedbyaCompanyPartyinrespectofsuch Asset Sale (including any cash received in respect of or upon the sale or other disposition of any Designated Noncash Consideration received in any Asset Sale and any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding the assumption by the acquiring person of Debt relating to the disposed assets or other considerationreceived in any other non-cashform), net of the costsrelating tosuch Asset Sale or the applicable asset and the sale or disposition of such Designated Noncash Consideration (including, without limitation, legal, accounting and investment banking fees,paymentsmadeinorderto obtain anecessaryconsentorrequiredby applicablelaw, payments to employees and brokerage and sales commissions), taxes paid or payable (in the good faith determination of the Issuer) as a result thereof (including any tax distributions), amounts required to be applied to the repayment of principal, premium (if any) and interest on Debt required (other than with respect to the Notes) to be paid as a resultofsuchtransaction,requiredpaymentsofotherobligationsrelatingtotheapplicable asset, any deduction of appropriate amounts to be provided by the Issuer as a reserve in accordancewithGAAPagainstanyliabilitiesassociatedwiththeassetdisposedofinsuch transactionandretainedbytheIssueraftersuchsaleorotherdispositionthereof,including, without limitation, pension and other post-employment benefit liabilities and liabilities relatedtoenvironmentalmattersoragainstanyindemnificationobligationsassociatedwith suchtransactionandpaymentsmadetoholdersofnon-controllinginterests innon-wholly owned subsidiaries as a result of such Asset Sale.

“Net Operating Income” means, for any applicable period, (x) all revenues, payments, cash and proceedsandallotheramountsgeneratedfromtheProjectandanyAdditionalProject(otherthantheData Center Lease Termination Fee and, for the avoidance of doubt, any amounts received in respect of any ExcludedProperty),ineachcasethatarereceivedbytheIssuerandanyofitsSubsidiariesforsuchperiod, minus (y) all operating expenses that are reflected on the consolidated income statement of the Issuer for such period (and excluding, for the avoidance of doubt, any income taxes (other than any Permitted Tax Distribution Amount) or Debt Service paid during such period, all Pass ThroughOperating Expenses,and anyotherexpensesforwhichtheIssuerhastherighttoobtainreimbursementfromanythirdparty, including the Tenant under the Data Center Lease or the Lease Guarantor); provided that in respect of the firstthreefiscalquartersaftertheInitialCommencementDate,anycalculationoftheNetOperatingIncome for the most recently ended four full fiscal quarters for which financial statements have been delivered or deemed delivered to the Trustee shall be calculated by applying the Net Operating Income Adjustments.

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“NetOperatingIncomeAdjustments”means:

(1)inthe caseofthefirst quarter afterthe Initial CommencementDate, the product of (x)the Net Operating Income for such quarter and (y) four;

(2)in the case of the second quarter after the Initial Commencement Date, the product of (x) the Net Operating Income for such quarter and the preceding quarter and (y) two; and

(3)inthecaseofthethirdquarteraftertheInitialCommencementDate,theproductof(x)the NetOperatingIncomeforsuchquarterandtheprecedingtwoquartersand(y)oneandone-third.

“Net Short” means, with respect to a Holder or beneficial owner, as of a date of determination, either(i)thevalueofitsShortDerivativeInstrumentsexceedsthesumofthe(x)thevalueofitsNotesplus (y) the value of its Long Derivative Instruments as of such date of determination or (ii) it is reasonably expected that such would have been the case were a Failure to Pay or Bankruptcy Credit Event (each as defined in the 2014 International Swaps and Derivatives Association, Inc. Credit Derivatives Definitions) to have occurred with respect to the Issuer or any Subsidiary Guarantor immediately prior to such date of determination.

“Notes”meanstheInitialNotesandanyAdditionalNotes.

“NotesDocuments”meansthisIndenture,theNotesandtheCollateralDocuments.

“NotesObligations”meanstheObligationsundertheNotesandtheotherNotesDocuments. “Notes Secured Parties” means the Holders, the Trustee and the Collateral Agent.

“NotesSecuredParty”shallhaveacorrelativemeaning.

“Obligations” means any principal (including reimbursement obligations and obligations to provide cash collateral with respect to letters of credit, whether or not drawn), interest, fees and expenses (including, to the extent legally permitted, all interest, fees and expenses accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate even if such interest, fees and expenses is not enforceable, allowable or allowed as a claim in such proceeding), premium (if any), settlement payments, termination payments, margin payments, penalties,fees,charges,expenses,indemnifications,reimbursements,damages,guarantees,otherliabilities, amounts payable, or obligations under the Notes Documents or other obligations in respect thereof.

“Offering Memorandum” means the Offering Memorandum, dated April 30, 2026, related to the issuance and sale of the Initial Notes.

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer,thePresident,theChiefOperatingOfficer,theChiefFinancialOfficer,theChiefLegalOfficer,the Treasurer,anyAssistantTreasurer,theController,theSecretary,AssistantSecretaryoranyVice-President of such Person.

“Officer’s Certificate” means a certificatesigned on behalf ofthe Issuer by an Authorized Officer that meets the requirements set forth in this Indenture.

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“Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the Trustee, that meets the requirements of Section13.03herein.The counsel may be an employee of or counsel to the Issuer or any Subsidiary of the Issuer.

“OrganizationalDocuments”means(a)withrespecttoanycorporation,itscertificateorarticlesof incorporation or organization and its bylaws, (b) with respect to any limited partnership, its certificate of limitedpartnershipanditspartnershipagreement,(c)withrespecttoanygeneralpartnership,itspartnership agreement, and (d) with respect to any limited liability company, its articles of organization, and its operating agreement.In the event any term or condition of this Indenture or any other Notes Document requires any Organizational Document to be certified by a secretary of state or similar governmental official, the reference to any such “Organizational Document” shall only be to a document of a type customarily certified by such governmental official.

“Parent”meansEnergyGlobal,LP,aDelawarelimitedpartnership,andshallincludeitssuccessors and assigns.

“Participant” means, with respect to the Depository, Euroclear or Clearstream, a Person who has an account with the Depository, Euroclear or Clearstream, respectively, and, with respect to DTC, shall include Euroclear and Clearstream.

“Pass Through Operating Expenses” means all operating expenses relating to the Project or an AdditionalProject,including,withoutlimitation,allexpendituresinrespectofthepaymentoftaxes(other thananyPermittedTaxDistributionAmounts),operating,repairandmaintenanceexpenses,administrative expenses,insurance,managementfees,amountsowingunderintercompanycontractsamongtheCompany Parties, in each case that are paid for by Parent or an Affiliate of Parent (other than the Company Parties) for the benefit of the Company Parties.

“Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001), as amended).

“PayingAgent”meanstheofficeoragencywhereNotesmaybepresentedforpayment.Theterm “Paying Agent” includes any additional paying agent.

“PaymentDate”meansonMay1andNovember1ofeachyear,beginningonNovember1,2026.

“Permitted Asset Swap” means the substantially concurrent purchase and sale or exchange, includingasadepositforfuturepurchases,ofRelatedBusinessAssetsoracombinationofRelatedBusiness Assets and cash or Cash Equivalents between any of the Company Parties and another Person; provided that any cash or Cash Equivalents received must be applied in accordance with Section 4.13.

“Permitted Holder” means, at any time, each of (i) the Management Group, (ii) any Person that, directly or indirectly, holdsor acquires 100% of the total voting power ofthe Capital Stock of Parent,and of which no other Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the ExchangeAct,oranysuccessorprovision),otherthananyoftheotherPermittedHolders,holdsmorethan 50% of the total voting power of the Capital Stock thereof, and (iii) any group (within the meaning of Section 13(d)(3) or Section14(d)(2) ofthe ExchangeAct) of which anyoftheforegoing or any Permitted Holder specified in the last sentence of this definition are members and any member of such group; provided,that,inthecaseofsuchgroupandanymemberofsuchgroupandwithoutgivingeffecttothe existence of such group or any other group, no Person or other group (other than the Permitted Holders

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specifiedinclauses(i)and(ii))owns,directlyorindirectly,morethan50%ofthetotalvotingpowerofthe votingstockofParentheldbysuchgroup.AnyPersonorgroup(withinthemeaningofSection13(d)(3)or Section14(d)(2)oftheExchangeAct)whoseacquisitionofanybeneficialownershiporassetsorproperties constitutes a Change of Control in respect of which a Change of Control Offer is made or waived in accordancewiththerequirementsofthisIndenturewillthereafter,togetherwithitsAffiliates,constitutean additional Permitted Holder.

Notwithstanding anything to the contrary in this definition or any provision of Rule 13d-3 of the ExchangeAct,(i)aPersonorgroupshallnotbedeemedtobeneficiallyownCapitalStock(x)tobeacquired by such Person or group pursuant to a stock or asset purchase agreement, merger agreement, option agreement, warrant agreement or similar agreement (or voting or option or similar agreement related thereto) untiltheconsummation of the acquisition of the Capital Stockinconnection withthetransactions contemplated by such agreement or (y) solely as a result of veto or approval rights in any joint venture agreement, shareholder agreement, investor rights agreement or other similar agreement, (ii) if any group (otherthanaPermittedHolder)includesoneormorePermittedHolders,theissuedandoutstandingvoting stockofanyPersonowned,directlyorindirectly,byanyPermittedHoldersthatarepartofsuchgroupshall notbetreatedasbeingbeneficiallyownedbysuchgrouporanyothermemberofsuchgroup,(iii)aPerson or group (other than Permitted Holders) will not be deemed to beneficially own Capital Stock of another Person as a result of its ownership of Equity Interests or other securities of such other Person’s parent (or related contractual rights) unless it owns more than 50% of the total voting power of the Capital Stock of such Person’s parent and (iv) the right to acquire Capital Stock (so long as such Person does not have the right to direct the voting of the Capital Stock subject to such right) or any veto power in connection with the acquisition or disposition of Capital Stock will not cause a party to be a beneficial owner.

“PermittedInvestments”shallmean:

(1)Investments in a Company Party (including the Capital Stock of a Company Party) or in anyPersonthatwill,uponthemakingofsuchInvestment,becomeaSubsidiaryGuarantor;

(2)(x) Investments existing on the Issue Date or as contemplated by the Issue Date Budget; provided that the amount of any such Investment has not increased from the amount of suchInvestmentontheIssueDateorascontemplatedintheIssueDateBudget,except(A) bycapitalizedamountsrelatedtounpaidaccruedinterestand/orpremium,(B)pursuantto thetermsofsuchInvestmentasineffectontheIssueDateorascontemplatedintheIssue DateBudgetor(C)asotherwisepermittedunderthisIndentureand(y)guaranteesofDebt not prohibited under Section 4.04and (other than with respect to Debt) guarantees, keepwells and similar arrangements in the ordinary course of business, and performance guaranteesandcontingentobligationswithrespecttoobligationsthatarenotprohibitedby this Indenture;

(3)InvestmentsinCashandCashEquivalents(orthatwereCashEquivalentsatthetimewhen made);

(4)Investments(x)(a)receivedinsettlement,compromiseorresolutionofdebtscreatedinthe ordinary course of business, (b) in exchange for any other Investment or accounts receivable, endorsements for collection or deposit held by any Company Party, (c) as a resultofforeclosure,perfectionorenforcementofanyLien,(d)insatisfactionofjudgments or (e) pursuant to any plan of reorganization or similar arrangement including upon the bankruptcyorinsolvencyofadebtororlitigation,arbitrationorotherdisputesorotherwise

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withrespecttoanysecuredInvestmentorothertransferoftitlewithrespecttoanysecured Investmentindefaultand(y)deposits,prepaymentsandothercreditstosuppliersmadein the ordinary courseof businessconsistent with the past practices of the CompanyParties;

(5)loans and advances to officers, directors and employees of the Company Parties made in the ordinary course of business in an aggregate principal amount not to exceed $500,000 at any time outstanding;

(6)totheextentconstitutingInvestments:anyLiensnotprohibitedbySection4.06;anyDebt not prohibited by Section 4.04; any dispositions not prohibited by Section 4.13; any transactions not prohibited by Article 5; any Affiliate Transactions not prohibited by Section 4.18; and any Restricted Payments not prohibited by Section 4.05;

(7)demand or deposit accounts with banks or other financial institutions to the extent not prohibited under this Indenture;

(8)with respect to any Casualty Event or Event of Eminent Domain, the application of any relatedNetCashProceedstopurchaseanyPropertyusefulinthebusinessoftheCompany PartiesortheProjectoranyAdditionalProject,asapplicable(or,inthecaseofaCasualty Event, used to replace damaged or destroyed assets), in accordance with the terms of the Transaction Documents or any Additional Transaction Documents;

(9)guarantees by the Company Parties of leases or of other obligations, in each case, entered into in the ordinary course of business and payments thereon or Investments in respect thereof in lieu of such payments;

(10)solely following the occurrence of the Initial Commencement Date, in addition to Investments permitted byclauses (1) through(32) of this definition, the Company Parties maymake additionalloans,advancesand other Investmentsto or ina Person(including a joint venture) inan aggregate amount for all loans, advances and other Investments made pursuanttothisclause(10)atanyonetimeoutstandingnottoexceed30%ofNetOperating Incomeforthemostrecentlyendedfourfullfiscalquartersforwhichfinancialstatements have been delivered or deemed delivered to the Trustee;

(11)to the extent any Company Party may make any Restricted Payment, any such Company Party may make an Investment in lieu thereof; provided that such Investment shall be treated as if it was made as a Restricted Payment for purposes of testing compliance with Section 4.05;

(12)to the extent constituting an Investment, buybacks of any Debt permitted to be incurred pursuant to Section 4.04;

(13)Investments in a Person made pursuant to, or in connection with, the Transaction Documents and any Additional Transaction Documents or financed with proceeds or a return on capital or distribution or repayment of principal received from a Permitted Investment;

(14)followingtheoccurrenceoftheInitialCommencementDate,InvestmentsinJointVentures or Similar Businesses (in each case, valued in good faith by the Issuer) not to exceed, at any one time in the aggregate outstanding under this clause (14), an amount that would

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cause the ratio of (i) (x) the aggregate principal amount of all outstanding Debt of the Company Parties as of an applicable date of determination minus (y) the amount of Cash or Cash Equivalents that would be stated on the balance sheet of the Company Parties as ofsuchdateofdetermination,to(ii)theNetOperatingIncomeoftheCompanyParties,to exceed 3.00 to 1.00 on a pro forma basis for such Investment;

(15)anyInvestmentinsecurities orotherassetsnotconstitutingCashor CashEquivalentsand receivedinconnectionwithanAssetSaleoranyotherdispositionofassetsnotconstituting an Asset Sale not prohibited under this Indenture;

(16)anyInvestmentsintheProjectoranyAdditionalProject,includinganyInvestmentsrelated to the construction of the Project or any Additional Project and, to the extent constituting an Investment, any transactions required pursuant to the Project Documents or any Additional Project Documents;

(17)to the extent constituting an Investment, the entry into, and any transaction contemplated by, any Shared Facilities Arrangement in connection with a Shared Facilities Agreement;

(18)anyInvestmentrelatedtoExcessProperty;

(19)InvestmentsinreceivablesowingtoanyCompanyParty;

(20)Investments in payroll, travel, entertainment, relocation, moving related and similar advances;

(21)InvestmentsinconnectionwithanyAdditionalProject;

(22)Hedging Obligations;

(23)pledgesordepositswithrespecttoleasesorutilitiesprovidedtothirdpartiesintheordinary course of business or Liens otherwise described in the definition of “Permitted Liens” or made in connection with Liens permitted under Section 4.06;

(24)any Investment to the extent made using Capital Stock of any Company Party or any of their Subsidiaries or parents as consideration;

(25)Investments consisting of (i) purchases or other acquisitions of inventory, supplies, materials, equipment and similar assets or (ii) licenses, sublicenses, crosslicenses, leases, subleases,assignments,contributionsorotherInvestmentsofintellectualpropertyorother intangibles orservicesintheordinary course of businessandany other Investmentsmade in connection therewith;

(26)Investments consisting of earnest money deposits required in connection with a purchase agreement, or letter of intent, or other acquisitions to the extent not otherwise prohibited by this Indenture;

(27)InvestmentsofaSubsidiaryGuarantoracquiredaftertheIssueDateorofanentitymerged or amalgamated into or consolidated with the Issuer or merged or amalgamated into or consolidated with a Subsidiary Guarantor after the Issue Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition,

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merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation;

(28)repurchasesofanyDebtoftheCompanyParties;

(29)guarantyandindemnificationobligationsarisinginconnectionwithsuretybonds;

(30)Investments (a) consisting of purchases and acquisitions of assets or services in the ordinarycourseofbusiness,(b)madeintheordinarycourseofbusinessinconnectionwith obtaining, maintaining or renewing client, franchisee and customer contracts and loans or

(c) advances, loans, extensions of credit (including the creation of receivables) or prepayments made to, and guarantees with respect to obligations of, franchisees, distributors, suppliers, lessors, licensors and licensees in the ordinary course of business;

(31)Investments in prepaid expenses, negotiable instruments held for collection and lease, utilityandworkerscompensation,performanceandsimilardepositsenteredintoasaresult of the operations of the business in the ordinary course of business; and

(32)InvestmentsconsistingofUCCArticle3endorsementsforcollectionordepositandArticle 4 trade arrangements with customers (or any comparable or similar provisions in other applicable jurisdictions) in the ordinary course of business.

“PermittedLiens”means,withrespecttotheCompanyParties:

(1)Liensfor Taxes;

(2)materialmen’s, mechanics’, carriers’, workers’, repairmen’s, employees’ or other like Liens, arising in the ordinary course of business or in connection with the construction, operation and maintenance of the Property of any Company Party, which do not in the aggregate materially detract from the value of the Property to which they are attached or materiallyimpairtheusethereoforforamountsnotyetoverdueforaperiodofmorethan ninety (90) days or which are being contested in good faith by appropriate proceedings;

(3)Liens incurred in the ordinary course of business in connection with workers’ compensation,unemploymentinsuranceandothertypesofsocialsecurity,ortosecurethe performance of tenders, statutory obligations, surety and appeal bonds (other than bonds related to judgment or litigation to the extent such judgment or litigation constitutes an Event of Default), bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of debt for borrowed money), so long as no foreclosure, sale or similar proceedingshavebeencommencedwithrespecttoanymaterialportionofPropertyofany Company Party;

(4)[reserved];

(5)easements, rights-of-way, restrictions, title imperfections, survey exceptions, trackage rights, licenses, leases, special assessments, rights-of-way, covenants, conditions, restrictions, declarations, encroachments, encumbrances, other defects or irregularities in

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titleandsimilarmattersifthesamedonothaveamateriallyadverseeffectontheoperation or use of such property in the ordinary course of the business of any Company Party;

(6)any lien or interest or title of a lessor or sublessor arising by statute or under any lease (providedthatanylandlordlienonanyRealEstateAssetshallberequiredtobewaivedor subordinated to the Liens securing the Notes) of real estate not prohibited hereunder;

(7)purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal propertyentered into in the ordinary course of business;

(8)Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(9)encumbrances on real property in the nature of any zoning restrictions, building and land use laws,ordinances,orders, decrees,restrictions or any other conditions imposed by any Governmental Authority on any Real Estate Asset, if the same does not have a materially adverseeffect on the operationsoruseofsuch Real EstateAssetintheordinarycourseof the business of any Company Party;

(10)non-exclusive outbound licenses of patents, copyrights, trademarks and other Intellectual Property rights granted by any Company Party in the ordinary course of business and not interfering in any respect with the ordinary conduct of or materially detracting from the value of the business of any Company Party;

(11)LienstosecureDebtpermittedpursuanttoSection4.04(a)(1)solelytotheextent,andwith the priority relative to the Notes, permitted by such clause;

(12)Liensunder the CollateralDocuments withrespecttothe Notes; providedthatsuch Liens only secure Debt permitted pursuant to Section 4.04(a)(2)(x);

(13)purchase money Liens upon or in real property or equipment acquired or held by any Company Party in the ordinary course of business securing the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition, construction orimprovement of anysuchpropertyor equipment to be subject tosuchLiens,orLiensexistingonanysuchpropertyorequipmentatthetimeofacquisition (otherthan anysuch Lienscreatedincontemplationofsuchacquisitionthatdo not secure the purchase price), or existing on any such property or equipment of any Person that is merged or consolidated with or into the Issuer or any of its Subsidiaries, or extensions, renewalsorreplacementsofanyoftheforegoingforthesameoralesseramount;provided thatnosuchLienshallextendtoorcoveranypropertyotherthanthepropertyorequipment beingacquired,constructedorimproved(otherthanimprovements,accessionsorproceeds inrespectthereofandassetsfixedorappurtenantthereto),andnosuchextension,renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; and provided, further, that the aggregate principal amount of the Debt secured by Liens permitted by this clause (13) shall not exceed the amount permitted under Section 4.04(a)(8)at any time outstanding;

(14)Liens solely on any cash earnest money deposits, escrow arrangements or similar arrangements made by any Company Party in connection with any letter of intent or

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purchase agreement for any acquisition or other transaction not prohibited under this Indenture;

(15)inrespectofanyCompanyParty,Liensarisingoutofjudgmentsorawards(orthepayment ofmoneynotconstitutinganEventofDefaultunderSection6.01(7))orsecuringappealor other surety bonds related to such judgments or awards, to the extent such judgments do not otherwise constitute an Event of Default under Section 6.01;

(16)Liensarisingbyvirtueofanystatutoryorcommonlawprovisionrelatingtobankers’liens, rightsofset-offorsimilarrightsorrelatingtopurchaseordersandotheragreementsentered into with customers of any Company Party in the ordinary course of business (including any energy management agreement);

(17)Liens or pledges of deposits of Cash or Cash Equivalents securing deductibles, self-insurance, co-payment, co-insurance, retentions or similar obligations to providers or property, casualty or liability insurance in the ordinary course of business;

(18)anyLienswithrespecttothePropertiesofanyCompanyPartythatariseunderContractual Obligations of such Company Party as in effect on the Issue Date or contemplated by the Issue Date Budget;

(19)Liens in an amount not to exceed in the aggregate $10.0 million at any time outstanding not otherwise constituting Permitted Liens under the definition thereof incidental to the ordinary course of business and securing obligations that are operational and/or administrative in nature, that do not individually or in the aggregate materially impair the Project;

(20)LienstosecureDebtpermittedpursuanttoSections4.04(a)(3),(5),(9),(18),(20),(21)and

(24);

(21)LiensarisingunderFinanceLeaseObligations;providedthatnosuchLienshallextendto or cover any property other thanthe propertyor equipment subject to suchFinance Lease Obligations, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; and provided, further, that the aggregate principal amount of the Debt secured by Liens permitted by this clause (21) shall not exceed the amount permitted pursuant to Section4.04(a)(14)at any time outstanding;

(22)Liens securing obligations owed for all or any part of the deferred purchase price of property or services, which purchase price is due more than six (6) months from the date of incurrence of the obligation in respect thereof; provided that Debt for the deferred purchasepriceofpropertyor services is(i) notmore than ninety(90)days pastdue or(ii) being contested in good faith and by appropriate proceedings and in respect of which adequate reserves are in place in accordance with the Company Parties’ standard accounting practices;

(23)Liens securing (i) the contingent obligations of any Company Party under or in respect of performance bonds, bid bonds, appeal bonds, surety bonds, financial assurances and completion guarantees, indemnification obligations, (ii) obligations to pay insurance

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premiums, take or pay obligations and similar obligations and (iii)obligations resulting from indemnities provided in the ordinary course under the Project Documents or any Additional Project Documents;

(24)statutory Liens of depository or collecting banks on items in collection and any accompanying documents or the proceeds thereof;

(25)Liens in connection with or evidenced by Debt that is not prohibited pursuant to Section 4.04;

(26)involuntary Liens as contemplated by the Project Documents or any Additional Project Documents securing a charge or obligation on any Company Party’s property, either real or personal;

(27)Liens arising under the Transaction Documents (other than the Notes Documents) or any Additional Transaction Documents;

(28)LiensforpropertyTaxesonpropertythataCompanyPartyhasdeterminedtoabandon(so long as such abandonment is not prohibited by this Indenture or any of the other Notes Documents), if the sole recourse for such Tax is to such property;

(29)minor survey exceptions, minor encumbrances, ground leases, trackage rights, special assessments, easements or reservations of, or rights of others for, licenses, rights-of-way, servitudes,sewers,towers,electriclines,telegraphandtelephoneandcabletelevisionlines, water delivery and usage and other similar purposes, servicing agreements, development agreements,siteplanagreementsandothersimilarencumbrancesincurredintheordinary courseofbusinessorzoningorotherrestrictions(includingminordefectsandirregularities intitleandsimilarencumbrances)astotheuseofrealpropertiesorLiensincidentaltothe conductofthebusinessofsuchPersonortotheownershipofitspropertieswhichwerenot incurred in connection with Debt and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person or consistent with industry norm;

(30)Liens existing on the Issue Date or as contemplated by the Issue Date Budget (other than pursuant to clause (12) above) and any refinancing thereof;

(31)Liens related to any sales or discounts without recourse (other than customary representations and warranties) of accounts receivable arising in the ordinary course of business in connection with the compromise, collection or other disposition thereof;

(32)leases or subleases, and licenses or sublicenses (including with respect to intellectual property) granted to others in the ordinary course of business or consistent with industry norm(includingrightsgrantedtolesseesrelatedtoquietenjoymentandpurchaserightsat the end of such leasing arrangement);

(33)Liens registered on title to any Mortgaged Property and any replacement, extension or renewalofanysuchLien;providedthatsuchreplacement,extensionorrenewalLienshall not cover any property other than the property that was subject to such Lien prior to such replacement, extension or renewal (unless such prior Lien provided for it to apply to additional real property upon acquisition by the Issuer or a Subsidiary of such additional

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real property) and any accessions and additions thereto or proceeds and products thereof andrelatedpropertyofthetypethatwouldhavebeensubjecttosuchLiennotwithstanding such replacement, extension or renewal;

(34)Liens that are contractual rights of set-off or rights of pledge (i) relating to the establishmentofdepositoryrelationswithbanksnotgiveninconnectionwiththeissuance ofDebt,(ii)relatingtopooleddepositorsweepaccountsoftheCompanyPartiestopermit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company Parties or (iii)relating to purchase orders and other agreements entered intowithcustomers,suppliersorserviceprovidersoftheCompanyPartiesintheordinary course of business or consistent with industry norm;

(35)Liens, deposits and security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations or business of the Company Parties in the ordinary course of business or consistent with industry norm;

(36)Liens in respect of the Project Accounts and other cash management arrangements contemplated under Section 4.23;

(37)LiensonanyExcessProperty,orgrantedunderorinconnectionwithanySharedFacilities Agreement;

(38)LienssecuringDebtincurredpursuanttoSection4.04(a)(12);providedthatsuchLiensare subject to an Acceptable Intercreditor Agreement;

(39)Liens (a) securing Cash Management Obligations and the costs thereof; (b) that are rights of set-off, rights of pledge or other bankers’ Liens (i) relating to treasury, depository and cash management services or any automated clearing house transfers of funds in the ordinarycourse of business, or (ii) relating to pooled deposit or sweep accounts topermit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of any Company Party; (c) on cash accounts securing Debt with financial institutions; (d) encumbering reasonable customary initial deposits andmargin deposits andsimilar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; and (e) (i) of a collection bankarisingunderSection4-210oftheUCCoranycomparableorsuccessorprovisionon itemsinthecourseofcollectionand(ii)infavorofabankingorotherfinancialinstitution or electronic payment service providers arising as a matter of law encumbering deposits (includingtherightofset-off)arisingintheordinarycourseofbusinessinconnectionwith the maintenance of such accounts and (iii) arising under customary general terms and conditions oftheaccountbank in relationto any bankaccountmaintained withsuch bank and attaching only to such account and the products and proceeds thereof;

(40)LiensinrespectofExcludedProperty;and

(41)refinancings, extensions, renewals and replacements of any of the foregoing Liens to the extentandforsolongastheDebtorotherobligationssecuredtherebyremainoutstanding.

For all purposes hereunder, (x) a Lien need not be incurred solely by reference to one category of PermittedLiensdescribedinthisdefinitionbutmaybeincurredunderanycombinationofsuchcategories

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(including in part under one such category and in part under any other such category) and (y) in the event thataLien(oranyportionthereof)meetsthecriteriaofoneormoreofsuchcategoriesofPermittedLiens, theIssuermay,initssolediscretion,divide,classifyorreclassifysuchLien(oranyportionthereof)inany mannerthatcomplieswiththisdefinition.TotheextentanyLienisincurredonasingledate,theCompany Partiesmay determinetheorder in which,andthe provision pursuant to which, each such Lien is incurred in their sole discretion.

“Permitted Tax Distribution Amount” means for any taxable period, (a) if for U.S. federal and/or applicablestateorlocalincomeTaxpurposes,anyCompanyPartyis(orisdisregardedasanentityseparate from) a member of a consolidated, combined, affiliated or similar income Tax group of which a parent entity is the common parent (a “Tax Group”), or is a disregarded entity or partnership owned directly or indirectly by an entity taxed as a corporation, an amount equal to any such U.S. federal and/or applicable stateorlocalincomeTaxesofsuchTaxGrouporsuchowner(s),asapplicable,totheextentsuchincome TaxesareattributabletothetaxableincomeoractivitiesofsuchCompanyPartyanditsdirectandindirect subsidiaries;providedthattheportionofthePermittedTaxDistributionAmountdescribedinthisclause (a) in such case, if any, shall be determined by reference to the amount that such Company Party would have been required to pay in respect of such Taxes for such taxable period had such Company Party filed such income Tax return as a stand-alone corporate taxpayer for all taxable periods; provided, further, that the portion of the Permitted Tax Distribution Amount described in this clause (a), if any shall be reduced by any amounts paid directly by any Company Party to the applicable Governmental Authority in respect ofsuchTaxesplus(b)theamountnecessarytopermittheIssuerandanyparententitytopayanyfranchise Taxesrequiredtomaintainitsexistenceorgoodstandingplus(c)withoutduplication,anyamountspayable under any Income Tax Sharing Agreement.

“Person” means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock companies, Joint Ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and Governmental Authorities.

“PrivatePlacementLegend”meansthelegendsetforthinSection2.06(g)(1)(a)hereoftobeplaced on all Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture.

“Project”meansthedatacenterprojectlocatedintheBuildings.

“ProjectDocuments”means,collectively,(a) the DataCenterLease,(b) the Lease Guaranteeand (c) any other document, contract or agreement relating to the development, construction, operation and/or maintenance of the Project, excluding, in each case, the Notes Documents.

“ProjectSite”meanstherealpropertyonwhichtheProjectislocated.

“Property” means any right or interest in or to any asset or property of any kind whatsoever (includinganyCapitalStock),whetherreal,personalormixedandwhethertangibleorintangible.Forthe avoidance of doubt, the Project shall constitute Property under the Notes Documents.

“QIB”meansa“qualifiedinstitutionalbuyer”asdefinedinRule144A.

“Qualified Operator” means any Person that has, or has entered into agreements for, primary operational control, directly or indirectly (including by subcontracting to a Person who meets the

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requirement of a Qualified Operator), with respect to the management and operation of at least 50 MW of data centers in the United States.

“Qualifying Data Center Lease” means a Data Center Lease with a Qualifying Tenant, and, as of thedateofentryintosuchnewDataCenterLease,theIssuerobtainsaRatingAgencyConfirmationgiving effect to such new Data Center Lease.

“Qualifying Equity Interests” means Equity Interests of the Issuer other than Disqualified Equity Interests.

“QualifyingLeaseGuarantor”meansanyPersonthat:(i)hasaTangibleNetWorthofnotlessthan $5,000,000,000and(ii)hasacreditratingofatleastratingofBB+fromS&PorFitchorBa2fromMoody’s (or, if at any time neither S&P, Fitch nor Moody’s shall be rating such obligations, an equivalent rating from another nationally recognized rating service).

“Qualifying Tenant” means either (i) any of Nvidia Corporation, Apple Inc., Microsoft Corporation, Amazon.com, Inc., Alphabet Inc. and Meta Platforms, Inc. and or any of their respective controlled affiliates and any of their successors or assigns, (ii) a hyperscaler cloud provider or technology company having a class of Equity Interests listed on NASDAQ or the New York Stock Exchange with an enterprise value or Market Capitalization of at least $50.0 billion or (iii) as otherwise approved by the holders of a majority of the outstanding aggregate principal amount of the Notes. For all purposes herein, any references to a “Qualifying Tenant” can refer to one or more Persons that are Qualifying Tenants.

“RatingAgencies”means,(1)Moody’s,S&PandFitchor(2)ifMoody’s,S&PorFitchoreachof themshallnotmakeacorporateratingwithrespecttotheIssueroraratingontheNotespubliclyavailable, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuer, whichshallbesubstitutedforanyorallofMoody’s,S&PorFitch,asthecasemaybe,withrespecttosuch corporate rating or the rating of the Notes, as the case may be.

“RatingAgency Confirmation” meansconfirmationfrom eachof the RatingAgenciesthat at such timeareactivelyratingtheNotesthattheratingsoftheNotesaftergivingeffecttoanytransactionpermitted by this Indenture upon the receipt of a Rating Agency Confirmation, as applicable, will be no lower than the lowest of the ratings of the Notes: (i) immediately prior to giving effect to such transaction, (ii) such Rating Agency’s first rating for the Notes after the Issue Date, as applicable, and (iii) to the extent applicable, at the time the original Data Center Lease ceased to be in effect.

“Ratings Decline” means that at any time within sixty (60) days after the date of a public announcementby the Issuer of(i) a Change of Controlor (ii) assumption of the Completion Guarantee by a Replacement Completion Guarantor, the then-applicable rating of the Notes is decreased below the Applicable Rating by at least two Rating Agencies; provided that any such Ratings Decline is expressly stated by the applicable Rating Agencies to have been the direct result of the Change of Control or the assumption of the Completion Guarantee, as applicable.

“Real Estate Asset” means, at any time of determination, any fee or leasehold interest, easement, improvement or license, then held by any Company Party in any real Property.

“Refinance” means, in respect of any Debt, such Debt (in whole or in part) as extended, renewed, defeased, refinanced, replaced, refunded or repaid (including through the issuance of any other Debt in exchange or replacement therefor or for the refinancing thereof) (in whole or in part), whether with the sameordifferentlenders,arrangersand/oragentsandwhetherwithalargerorsmalleraggregateprincipal

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amount and/or a longer or shorter maturity,in each case to theextent not prohibited under the terms of all of the Notes Documents.

“Refinanced”and“Refinancing”shallhavecorrelativemeanings.

“Registrar” means the office or agency where Notes may be presented for registration of transfer or for exchange.The term “Registrar” includes any co-registrar.

“RegulationS”meansRegulationSpromulgatedundertheSecuritiesAct.

“RegulationS Global Note” means a RegulationS Permanent Global Note or RegulationS Temporary Global Note, as appropriate.

“RegulationS Permanent Global Note”means a permanent Global Note substantially in the form ofExhibitAhereto,bearingtheGlobalNoteLegendandthePrivatePlacementLegendanddepositedwith oronbehalfof,andregisteredinthenameof,theDepositoryoritsnomineethatwillbeissuedina denominationequaltotheoutstandingprincipalamountoftheRegulationSTemporaryGlobalNoteupon expiration of the Distribution Compliance Period.

“RegulationS Temporary Global Note” means a temporary Global Note substantially in the form of ExhibitAhereto, bearing the Global Note Legend, the Private Placement Legend and RegulationS Temporary Global Note Legend and deposited with or on behalf of, and registered in the name of, the Depositoryoritsnominee,issuedinadenominationequaltotheoutstandingprincipalamountoftheNotes sold for initial resale in reliance on Rule 903 of Regulation S.

“RegulationSTemporaryGlobalNoteLegend”meansthelegendsetforthinSection2.06(g)(3)to be placed on all Regulation S Temporary Global Notes issued under this Indenture.

“Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business.

“Release Event”means, with respect the Notes, the occurrence of anevent asa result of which all CollateralsecuringtheNotesispermittedtobereleasedinaccordancewiththetermsofthisIndentureand the Notes Documents, it being understood that any action taken by the Issuer or its Affiliates to, solely at its option, provide Collateral to secure the Notes that is not required to be provided pursuant to the terms of this Indenture and the Notes Documents, shall not be deemed to cause such Release Event to not have occurred.

“Replacement Completion Guarantor” has the meaning assigned to such term in the Completion Guarantee (as such term may be amended according to the provisions thereof).

“ReplacementProjectContract”meansanyContractualObligationenteredintoinreplacementor substitution of any Transaction Document or any Additional Transaction Document.

“Required Compliance Period” means the period beginning on the date of the Data Center Lease TerminationEventandendingontheearlierof(x)theexpirationoftheDataCenterLeaseEoDPeriodand (y)entryintoaQualifyingDataCenterLease.

“ResponsibleOfficer”means as to any Person, anyindividual holding theposition of chairman of the board (if an officer), president, chief executive officer or one of its vice presidents and such Person’s

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treasurerorchieffinancialofficer,authorizedsignatoryorsuchotherPersonhavingthefunctionsofanyof the foregoing.

“RestrictedDefinitiveNote”meansaDefinitiveNotebearingthePrivatePlacementLegend.

“Restricted Global Note” means a Global Note bearing the Private Placement Legend.

“Restricted Investment” means any Investment other than a Permitted Investment.

“Rule144A”meansRule144AadoptedbytheSECundertheSecuritiesAct.

“S&P” means S&P Global Ratings (a division of S&P Global, Inc.) or any of its successors or assigns that is a Nationally Recognized Statistical Rating Organization.

“Screened Affiliate” means any Affiliate of a Holder or, if the Holder is DTC or DTC’s nominee, of a beneficial owner, (i) that makes investment decisions independently from such Holder or beneficial ownerandanyotherAffiliateofsuchHolderthatisnotaScreenedAffiliate,(ii)thathasinplacecustomary informationscreensbetweenitandsuchHolderorbeneficialownerandanyotherAffiliateofsuchHolder or beneficial owner that is not a Screened Affiliate and such screens prohibit the sharing of information withrespecttotheIssueroranyofitsSubsidiaries,(iii)whoseinvestmentpoliciesarenotdirectedbysuch HolderorbeneficialowneroranyotherAffiliateofsuchHolderorbeneficialownerthatisactinginconcert with such Holder in connection with its investment in the Notes and (iv) whose investment decisions are notinfluencedbytheinvestmentdecisionsofsuchHolderorbeneficialowneroranyotherAffiliateofsuch Holder or beneficial owner that is acting in concert with such Holders or beneficial owners in connection with its investment in the Notes.

“SEC”meanstheUnitedStatesSecuritiesandExchangeCommission.

“Securities” means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

“SecuritiesAct”meanstheSecuritiesActof1933,asamendedfromtimetotime,andanysuccessor

statute.

“Security Agreement” means that certain Security Agreement, dated as of the Issue Date, by and between the Company Parties and the Collateral Agent, as the same may be amended, supplemented or modified from time to time.

“Series” means (i) the Notes, (ii) each series of Additional Project Debt that is secured on a pari passu basis with the Notes and (iii) each other issuance of Debt that is secured on a pari passu basis with the Notes.

“Shared Facilities” means any interconnection rights, physical interconnection and related facilities, any associated real property rights or interests therein (including easements, rights-of-way and

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declarations) and/or other property of any Company Party for the purpose of any Shared Facilities Arrangement. For the avoidance of doubt, any Excess Property may constitute Shared Facilities.

“SharedFacilitiesAgreement”meansanyarm’slength(or,inthecaseofanagreementbetweena Company Party and any Affiliate, on terms that would have been obtained in a comparable transaction between such Company Party and an unrelated Person on an arm’s length basis) agreement between any Company Party and any other Person(s), including any related subordination, non-disturbance and attornment agreement (or substantively similar agreement) with respect to the Project and/or any one or moreAdditionalProjectsrelatingtoanyleaseofrealpropertyoranyeasementinconnectionwithaShared FacilitiesArrangementandsatisfiesthefollowingconditions(asdeterminedbytheIssueringoodfaithand delivery of a compliance certificate to the Trustee by the Issuer to that effect):

(a)the sharing ofanyassets, real estate interestsorother propertydoes not materially and adversely impact the Company Parties’ ability to perform their obligations under the Notes Documents;

(b)noDefaultorEventofDefaultshalloccurorwouldexistaftergivingeffectthereto;and

(c)entryintosuchagreementwouldnotreasonablybeexpectedtohaveaMaterialAdverse

Effect.

“Shared Facilities Arrangement” means any arrangement between any Company Party and any other Person(s) with respect to the Project and/or any one or more Additional Projects relating to and the sharing,co-use,co-possession,jointoperation,orcontingentuseofSharedFacilitieseffectedinaccordance with, and subject to the terms of, a Shared Facilities Agreement.

“Short Derivative Instrument” means a Derivative Instrument (i) the value of which generally decreases,and/orthepaymentordeliveryobligationsunderwhichgenerallyincrease,withpositivechanges to the Performance References and/or (ii) the value of which generally increases, and/or the payment or deliveryobligationsunderwhichgenerallydecrease,withnegativechangestothePerformanceReferences.

“SignificantSubsidiary”meansanySubsidiarythatwouldbea“significantsubsidiary”asdefined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant tothe SecuritiesAct, as such Regulation is in effect on the Issue Date.

“Similar Business” means (i) any business conducted,engaged in or proposed to be conducted by any Company Party on the Issue Date (including the Project), (ii) any business that is similar, incidental, complementary,ancillary,supportive,synergeticor reasonably relatedtoanybusiness described inclause

(i)ofthisdefinitionandanyreasonableextensionsthereof(includinganyAdditionalProject),and(iii)any non-coreincidentalbusinessesacquiredinconnectionwithanyacquisitionorInvestmentnotprohibitedby this Indenture or any immaterial businesses.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Debt, the date on which the payment of interest or principal is scheduled to be paid in the documentation governing such Debt, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“SubordinatedDebt”means,withrespecttotheNotesandtheSubsidiaryGuarantees,(1)anyDebt oftheIssuerwhichisbyitstermsiscontractuallysubordinatedinrightofpaymenttotheNotesand(2)any

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Debt of a Subsidiary Guarantor which by its terms is contractually subordinated in right of payment to its Subsidiary Guarantee.

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association, Joint Venture or other business entity of which more than 50% of the total voting power of shares ofCapitalStock or other ownershipinterests entitled(withoutregardto the occurrence of any contingency) to voteinthe election of the Personor Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; provided that, in determiningthepercentageofownershipinterestsofanyPersoncontrolledbyanotherPerson,noownership interest in the nature of a “qualifying share” of the former Person shall be deemed to be outstanding.

“Subsidiary Guarantee” means the guarantee by each Subsidiary Guarantor of the Issuer’s obligations under this Indenture and the Notes, executed pursuant to the provisions of this Indenture.

“SubsidiaryGuarantor”meanseachSubsidiarythatprovidesaSubsidiaryGuaranteeinaccordance with Section 4.17.

“TangibleNetWorth”meanstheexcessoftotalassetsovertotalliabilities(ineachcase,determined in accordance with GAAP), but (i) excluding from the determination of total assets licenses, patents, trademarks,tradenames,copyrights,andfranchises,asclassifiedunderGAAPasintangibleassetsand(ii) includingfromthedeterminationoftotalliabilitiestheamountofanyguaranteesofindebtednessfor borrowed money reported in the notes to the annual financial statements of the Lease Guarantor that are publicly disclosed by the Lease Guarantor.

“Taxes” means any present and future taxes, levies, imposts, duties, deductions, withholdings (including backup withholdings), assessments or other similar charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Tenant”meansSilverBands3(US)Corp.,aDelawarecorporation.

“TIA”meanstheTrustIndentureActof1939,asamended(15U.S.C.§§77aaa-77bbbb).

“TransactionDocuments”means,collectively,theNotesDocumentsandtheProjectDocuments. “Transactions” means collectively, the transactions to occur pursuant to the Transaction Documents,including(i)theissuanceoftheNotesofferedherebyand(ii)theuseofproceedsfromthe issuance of the Notes offered hereby, as described in the Offering Memorandum, including, without limitation, the construction, development and completion of the Project and payment of fees, costs, liabilities and expenses in connection with each of the foregoing.

“TreasuryRate”means,asofanyredemptiondate,theyieldtomaturityasofsuchredemptiondate ofUnitedStatesTreasurysecuritieswithaconstantmaturity(ascompiledandpublishedinthemostrecent FederalReserveStatisticalReleaseH.15(519)thathasbecomepubliclyavailableatleasttwo(2)Business Days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similarmarketdata)) mostnearlyequalto the period fromtheredemptiondate to May 1, 2028; provided, however, that if the period from the redemption date to May 1, 2028 is not equal to the constantmaturityofaU.S.Treasurysecurityforwhichaweeklyaverageyieldisgiven,theTreasuryRate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of U.S. Treasury securities for which such yields are given, except that if the period from

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theredemptiondatetoMay1,2028islessthanone(1)year,theweeklyaverageyieldonactuallytraded U.S.Treasurysecuritiesadjustedtoaconstantmaturityofone(1)yearshallbeused.TheIssuershallobtain the Treasury Rate.

The Issuer’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.

“Trustee” means Wilmington Trust, National Association, in its capacity as trustee as appointed pursuant to this Indenture and any of its successors in such capacity.

“UCC” means the Uniform Commercial Code of the State of New York or of any other state the laws of which are required to be applied in connection with the security interests in any Collateral.

“Unrestricted Definitive Note” means a Definitive Note that does not bear and is not required to bear the Private Placement Legend.

“UnrestrictedGlobalNote”meansaGlobalNotethatdoesnotbearandisnotrequiredtobearthe Private Placement Legend.

“Unused Contingency Amount” means the total amount of Cash and Cash Equivalents of the CompanyPartiesas ofthe Initial Commencement Datenot heldwithinthe Debt Service Reserve Account or the Revenue Account.

Section1.02    Other Definitions.

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Section1.03    Rulesof Construction.

Unlessthecontextotherwiserequires:

(1)atermhasthemeaningassignedtoit;

(2)anaccountingtermnototherwisedefinedhasthemeaningassignedtoitinaccordancewith GAAP;

(3)“or”isnotexclusive;

(4)wordsinthesingularincludetheplural,andinthepluralincludethesingular;

(5)“will”shallbeinterpretedtoexpressacommand;

(6)“including”or“include”meansincludingorincludewithoutlimitation;

(7)provisionsapplytosuccessiveeventsandtransactions;and

(8)references to sections of or rules under the Securities Act will be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time.

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The terms and provisions contained in this Indenture will apply to any Notes issued from time to time pursuant to this Indenture, except as may be otherwise provided in a supplemental indenture with respect to such Notes.

Section1.04    CertainComplianceCalculations.

(a)Notwithstanding anything to the contrary herein, in the event an item of Debt or Disqualified Equity Interests (or any portion thereof) is incurred, assumed or issued, any Lien is incurred orassumed,anyRestrictedPaymentismadeorothertransactionisundertakeninrelianceonaratiobasket basedontheLoantoCostRatio,DebtServiceCoverageRatio,orotherratio-basedtest,suchratio(s)shall becalculatedwithrespecttosuchincurrence,issuanceorothertransactionwithoutgivingeffecttoamounts being utilized under any other non-ratio-based basket substantially concurrently. Each item of Debt or Disqualified Equity Interests that is incurred, assumed or issued, each Lien incurred and each other transaction undertaken will be deemed to have been incurred, assumed, issued or taken first, to the extent available, pursuant to the relevant Loan to Cost Ratio or Debt Service Coverage Ratio test. For the avoidance of doubt, when testing the availability under a ratio basket for purposes of making a Restricted Payment,Debt(oranyportionthereof)incurred,assumedorissuedtheproceedsofwhicharebeingutilized to make a Restricted Payment utilizing a non-ratio basket shall not be given effect.

(b)Ifaproposedaction,matter,transactionoramount(oraportionthereof)meetsthecriteria ofmorethanoneapplicablebasket,permissionorthresholdunderthisIndenture,theIssuershallbeentitled to divide or classify or later divide or reclassify (based on circumstances existing on the date of such reclassification) such action, matter, transaction or amount (or a portion thereof) between such baskets, permission or thresholds as it shall elect from time to time.

(c)Any ratios, tests or baskets required to be satisfied in order for a specific action to be permitted under this Indenture shall be calculated by dividing the appropriate component by the other component,carryingtheresulttooneplacemorethanthenumberofplacesbywhichsuchratioisexpressed herein and rounding the result up or down to the nearest number (with a rounding up if there is no nearest number).

(d)IfanyCompanyPartytakesanactionwhichatthetimeofthetakingofsuchactionwould inthegoodfaithdeterminationoftheIssuerbepermittedundertheapplicableprovisionsofthisIndenture basedonthefinancialstatementsavailableatsuchtime,suchactionshallbedeemedtohavebeenmadein compliancewiththisIndenturenotwithstandinganysubsequentadjustments,modificationsorrestatements madeingoodfaithtosuchfinancialstatementsaffectingNetOperatingIncomeorotherapplicablefinancial metric.

(e)IntheeventanyRatingAgencyConfirmationisobtainedinconnectionwithatransaction for which a provision of this Indenture requires a Rating Agency Confirmation, such Rating Agency Confirmationshallapplytosuchtransactionandanyrelatedtransactionsorseriesoftransactions(including as to the absence of any Default or Event of Default) at the election of the Issuer, irrespective of the time or manner in which such transaction or series of transactions occurs after the obtainment of such Rating Agency Confirmation.

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ARTICLE 2

THENOTES

Section2.01    Formand Dating.

(a)General.The Notes shall be issued in registered global form (except as otherwise permitted herein with respect to Definitive Notes) without interest coupons.The Notes and the Trustee’s certificate of authentication shall be substantially in the form of ExhibitAhereto.The Notes may have writtennotations,legendsorendorsementsrequiredbylaw,stockexchangeruleorusage.EachNoteshall bedatedthedateofitsauthentication.TheNotesshallbeinminimumdenominationsof$2,000andintegral multiples of $1,000 in excess thereof.

The terms and provisions containedin the Notes shall constitute, and are hereby expresslymade, a part of this Indenture and the Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.

(b)GlobalNotes.

(1)NotesissuedinglobalformshallbesubstantiallyintheformofExhibitAattached hereto(includingtheGlobalNoteLegendthereonandthe“ScheduleofExchanges ofInterestsintheGlobalNote”attachedthereto).Notesissuedindefinitiveform shall be substantially in the form of ExhibitAattached hereto (but without the GlobalNote Legendthereonand withoutthe“Schedule of ExchangesofInterests in the Global Note” attached thereto).Each Global Note shall represent such of the outstanding Notes as will be specified therein and each shall provide that it representsthe aggregateprincipal amount of outstandingNotesfrom time totime as reflected in the records of the Trustee and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions.The Trustee’s records shall be noted to reflect the amount of any increase or decrease in the aggregateprincipalamountofoutstandingNotesrepresentedthereby,in accordancewithinstructionsgivenbytheHolderthereofasrequiredby Section 2.06hereof.

(2)Notes sold within the United States of America to QIBs pursuant to Rule 144A under the Securities Act shall be issued initially in the form of one or more 144A Global Notes, which shall be deposited on behalf of the purchasers of the Notes representedtherebywiththeCustodianforDTCandregisteredinthenameofCede & Co.,the nominee of DTC,dulyexecutedbytheIssuerandauthenticatedbythe Trustee or the authenticating agent as provided herein.The aggregate principal amountofthe144AGlobalNotesmayfromtimetotimebeincreasedordecreased by adjustments made on the records of the Trustee and the Depository or its nominee,asthecasemaybe,inconnectionwithtransfersofinterestsashereinafter provided.

(3)Notes offered and sold in reliance on RegulationS shall be issued initially in the form of one or more RegulationS Temporary Global Notes, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian for DTC and registered in the name of Cede & Co., the nominee of

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DTC, duly executed by the Issuer and authenticated by the Trustee or the authenticating agent as provided herein.In no event shall the Issuer hold an interestinaRegulationSTemporaryGlobalNoteotherthandirectlyorindirectly in or through accounts maintained at Euroclear or Clearstream as indirect participants in DTC.Prior to the termination of the Distribution Compliance Period, an interest in a RegulationS Temporary Global Note may not be transferred to or for the account or benefit of a “U.S. Person” (as defined in Rule 902(k) of RegulationS) (other than a “distributor” (as defined in Rule 902(d) of Regulation S)).

(4)Following the termination of the Distribution Compliance Period, beneficial interests in the RegulationS Temporary Global Note shall be exchanged for beneficial interests in the RegulationS Permanent Global Note pursuant to the Applicable Procedures.Simultaneously with the authentication of such RegulationSPermanentGlobalNote,theTrusteeshall,uponreceiptofaCompany Order, cancel the RegulationS Temporary Global Note.The aggregate principal amount of the RegulationS Temporary Global Notes and the RegulationS Permanent Global Notes may from time to time be increased or decreased by adjustmentsmadeontherecordsoftheTrusteeandtheDepositoryoritsnominee, asthecasemaybe,inconnectionwithtransfersofinterestsashereinafterprovided.

(c)Book-Entry Provisions.Ownership of beneficial interests in the Global Notes shall be limitedtopersonsthathaveaccountswithDTCorpersonsthatmayholdintereststhroughsuchparticipants, including through Euroclear and Clearstream.Ownership of beneficial interests in the Global Notes and transfersthereofshallbesubjecttorestrictionsontransferandcertificationrequirementsassetforthherein. Participants and Indirect Participants shall have no rights under this Indenture or any Global Note with respect to any Global Note held on their behalf by the Depository or by the Trustee as custodian for the Depository,andtheDepositoryshallbetreatedbytheIssuer,theTrusteeandanyagentoftheIssuerorthe Trustee as the absolute owner of such Global Note for all purposes whatsoever.Notwithstanding the foregoing,nothinghereinshallpreventtheIssuer,theTrusteeoranyagentoftheIssuerortheTrusteefrom givingeffecttoanywrittencertification,proxyorotherauthorizationfurnishedbytheDepositoryorimpair, asbetween theDepository anditsParticipantsorIndirectParticipants, theApplicableProceduresorthe operationofcustomarypracticesofsuchpersonsgoverningtheexerciseoftherightsofaholderofa beneficial interest in any Global Note.

(d)DTC,EuroclearandClearstreamProceduresApplicable.Transfersofbeneficialinterests in the Global Notes between participants in DTC, participants in Euroclear or participants in Clearstream shall be effected by DTC, Euroclear or Clearstream pursuant to customary procedures and subject to the applicable rules and procedures established by DTC, Euroclear or Clearstream and their respective participants.

Section2.02    ExecutionandAuthentication.

(a)OneOfficermustsigntheNotesfortheIssuerbymanual,facsimileor.pdfsignature.

(b)If an Officerwhose signatureison aNote nolongerholdsthatoffice atthetimea Noteis authenticated, the Note will nevertheless be valid.

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(c)A Note will not be valid until authenticated by the manual signature of the Trustee.The signature will be conclusive evidence that the Note has been authenticated under this Indenture.A Note shall be dated the date of its authentication.

(d)The Trustee shall, uponreceipt ofaCompanyOrder,authenticate Notes for original issue underthisIndenture.TheaggregateprincipalamountofNotesoutstandingatanytimemaynotexceedthe aggregateprincipalamountofNotesauthorizedforissuancebytheIssuerpursuanttooneormoreCompany Orders, except as provided in Section 2.07hereof.

(e)The Trustee shall not be required to authenticate such Notes if the issue thereof will adversely affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.

(f)The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes.An authenticating agent may authenticate Notes whenever the Trustee may do so.Each reference inthisIndenturetoauthenticationbytheTrusteeincludesauthenticationbysuchagent.Anauthenticating agent has the same rights as an Agent to deal with Holders, the Issuer or an Affiliate of the Issuer.

Section2.03    RegistrarandPayingAgent.

(a)The Issuer will maintain a Registrar and a Paying Agent with respect to the Notes issued pursuant to this Indenture.The Registrar will keep a register of the Holders and the Notes and of their transferandexchange.TheIssuermayappointoneormoreco-registrarsandoneormoreadditionalPaying AgentsandmaychangeanyPayingAgentorRegistrarwithoutnoticetoanyHolder.TheIssuerwillnotify theTrusteeinwritingofthenameandaddressofanyAgentnotapartytothisIndenture.TheIssuerorany of the Issuer’s Subsidiaries may act as Paying Agent or Registrar.

(b)TheIssuerinitiallyappointsDTCtoactasDepositorywithrespecttotheGlobalNotes.

(c)The Issuer initially appoints the Trustee to act as the Registrar and Paying Agent with respect to the Global Notes.

Section2.04    PayingAgenttoHoldMoneyinTrust.

TheIssuerwillrequireeachPayingAgentotherthantheTrusteetoagreeinwritingthatthePaying Agent(i)willholdintrustforthebenefitofHoldersortheTrusteeallmoneyheldbythePayingAgentfor the payment of principal, premium or interest on such Notes and (ii) will notify the Trustee in writing of anydefaultbytheIssuerinmakinganysuchpayment.Whileanysuchdefaultcontinues,theTrusteemay require a Paying Agent to pay all money held by it to the Trustee.The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee.Upon payment over to the Trustee, the Paying Agent(ifotherthantheIssueroraSubsidiaryoftheIssuer)willhavenofurtherliabilityforthemoney.If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it will segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent.Upon any Insolvency or Liquidation Proceedings relating to the Issuer, the Trustee will serve as Paying Agent for the Notes.For the avoidance of doubt, the Paying Agent shall be held harmless and have no liability with respect to payments or disbursements to be made by the Paying Agent until the Paying Agent has confirmed receipt of funds sufficient to make such relevant payment.

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Section2.05    HolderLists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list availabletoitofthenamesandaddressesofallHolders.IftheTrusteeisnottheRegistrar,theIssuershall furnishtothe Trustee atleastseven(7)Business Daysbeforeeachinterestpayment date and atsuchother times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders.

Section2.06    TransferandExchange.

(a)TransferandExchangeofGlobalNotes.AGlobalNotemaynotbetransferredasawhole exceptbytheDepositorytoanomineeoftheDepository,byanomineeoftheDepositorytotheDepository or to another nominee of the Depository, or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository.The Issuer shall exchange Global Notes for Definitive Notes if at any time:

(1)theIssuerdeliverstotheTrusteenoticefromtheDepositorythatitisunwillingor unable to continue to act as Depository or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depository is not appointed by the Issuer within ninety (90) days after the date of such notice from the Depository; or

(2)upon the written request of a Holder if a Default or Event of Default shall have occurred and be continuing with respect to the Notes.

Upon the occurrence of any of the preceding events in clause (1) or (2) above, Definitive NotesshallbeissuedinsuchnamesandinanyapproveddenominationsastheDepositoryshallinstructthe Trustee.

InnoeventshalltheRegulationSTemporary GlobalNote beexchangedbythe Issuerfor DefinitiveNotespriorto(x)theexpirationoftheDistributionCompliancePeriodand(y)thereceiptbythe Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act.

Upon the exchange of a Global Note for Definitive Notes, such Global Note shall, upon receiptofaCompanyOrder,becancelledbytheTrustee.DefinitiveNotesissuedinexchangeforaGlobal NotepursuanttothisSection2.06shallberegisteredinsuch namesandinsuchauthorized denominations as the Depository, pursuantto written instructions from its Participants or its Applicable Procedures, shall instruct the Trustee in writing. The Trustee shall deliver such Definitive Notes to or as directed by the Persons in whose names such Definitive Notes are so registered or to the Depository.

A Global Note may not be exchanged for another Note other than as provided in this Section2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(b), (c)and (d)hereof.

(b)Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchangeofbeneficialinterestsintheGlobalNotesshallbeeffectedthroughtheDepository,inaccordance withtheprovisionsofthisIndentureandtheApplicableProcedures.Transfersofbeneficialinterestsinthe

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GlobalNotesalsowillrequirecompliancewitheithersubparagraph(1)or(2)below,asapplicable,aswell as one or more of the other following subparagraphs, as applicable:

(1)Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordancewiththetransferrestrictionssetforthinthePrivatePlacementLegend;

provided, however, that prior to the expiration of the Distribution Compliance Period, transfers of beneficial interests in the RegulationS Temporary Global Note may not be made to or for the account or benefit of a “U.S. Person” (as defined in Rule 902(k) of RegulationS) (other than a “distributor” (as defined in Rule 902(d) of RegulationS)). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. NowrittenordersorinstructionsshallberequiredtobedeliveredtotheRegistrartoeffect the transfers described in this Section 2.06(b)(1).

(2)All Other Transfers and Exchanges of Beneficial Interests in Global Notes.In connection with all transfers and exchanges of beneficial interests that are not subjecttoSection2.06(b)(1)above,thetransferorofsuchbeneficialinterestmust deliver to the Registrar either:

(a)both:

(i)a writtenorder from aParticipant oranIndirect Participant given to the Depository in accordance with the Applicable Procedures directing the Depository tocredit or cause to becredited abeneficialinterestin another Global Note in an amount equal to the beneficial interest to be transferred or exchanged; and

(ii)instructions given in accordance with the Applicable Procedures containing information regarding the Participant account tobe credited with such increase; or

(b)both:

(i)a writtenorder from aParticipant oranIndirect Participant given to the Depository in accordance with the Applicable Procedures directing the Depository to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged; and

(ii)instructions given by the Depository to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (i) above; provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in a RegulationS Temporary Global Note prior to (x) the expiration of the Distribution Compliance Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act.

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Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicableundertheSecuritiesAct,anduponreceiptofanOfficer’sCertificatein form reasonably satisfactory to the Trustee, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h)hereof.

(3)Transfer of Beneficial Interests to Another Restricted Global Note.A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section2.06(b)(2)above and the Registrar receives the following:

(a)ifthetransfereewilltakedeliveryintheformofabeneficialinterestinthe 144A Global Note, then the transferor must deliver a certificate substantially in the form of ExhibitBhereto, including the certifications in item (1) thereof; and

(b)ifthetransfereewilltakedeliveryintheformofabeneficialinterestinthe RegulationS Temporary Global Note or the RegulationS Permanent Global Note, as the case may be, then the transferor must deliver a certificate substantially in the form of ExhibitBhereto, including the certifications in item (2) thereof;

(4)Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note.A beneficial interest in any Restricted Global Note may be exchanged by any Holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes deliverythereofintheformofabeneficialinterestinanUnrestrictedGlobalNote if the exchange or transfer complies with the requirements of Section2.06(b)(2)above and the Registrar receives the following:

(i)iftheHolderofsuchbeneficialinterestinaRestrictedGlobalNote proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such Holder in the form of ExhibitChereto, including the certifications in item (1)(a) thereof; or

(ii)iftheHolderofsuchbeneficialinterestinaRestrictedGlobalNote proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such Holder substantially in the form of ExhibitBhereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (b)(4), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the PrivatePlacementLegendarenolongerrequiredinordertomaintaincompliancewiththe Securities Act.

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If any such transfer is effected pursuant to subparagraph (b)(4) above at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt ofaCompanyOrderinaccordancewithSection2.02hereof,theTrusteeshallauthenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (b)(4) above.

BeneficialinterestsinanUnrestrictedGlobalNotecannotbeexchangedfor,ortransferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

(c)Transfer or Exchange of Beneficial Interests in Global Notes for Definitive Notes. Transfers or exchanges of beneficial interests in Global Notes for Definitive Notes shall in each case be subject to the satisfaction of any applicable conditions set forth in Section2.06(b)(2)hereof, and to the requirements set forth below in this Section 2.06(c).

(1)Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes.If any Holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the following documentation:

(a)if the Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such Holder in the form of ExhibitChereto, including the certifications in item (2)(a) thereof;

(b)ifsuchbeneficialinterestisbeingtransferredtoaQIBinaccordancewith Rule 144A, a certificate to the effect set forth in ExhibitBhereto, including the certifications in item (1) thereof;

(c)if such beneficial interest is being transferred to a non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 of RegulationS, a certificate to the effect set forth in ExhibitBhereto, including the certifications in item (2) thereof;

(d)[Reserved];

(e)if such beneficial interest is being transferred to the Issuer or any of its Subsidiaries, a certificate to the effect set forth in Exhibit Bhereto, including the certifications in item (3)(2) thereof;

(f)if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act in compliance with the prospectusdeliveryrequirementsoftheSecuritiesAct,acertificatetothe effect set forth in ExhibitBhereto, including the certifications in item (3)(3) thereof; or

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(g)if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A,Rule 144,or Rule903or Rule 904 of RegulationS,a certificateto the effect set forth in ExhibitBhereto, including the certifications, certificates and Opinion of Counsel required by item (3)(4) thereof, if applicable;

theTrusteeshallcausetheaggregateprincipalamountoftheapplicableGlobalNotetobe reduced accordingly pursuant to Section2.06(h)hereof, and the Issuer shall execute and, uponreceiptofaCompanyOrderinaccordancewithSection2.02hereof,theTrusteeshall authenticate and deliver to the Person designated in the instructions a Definitive Note in theappropriateprincipalamount.AnyDefinitiveNoteissuedinexchangeforabeneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(1) shall be registered in such name or names and in such authorized denomination or denominations as the HolderofsuchbeneficialinterestshallinstructtheRegistrarthroughinstructionsfromthe Depository and the Participant or Indirect Participant.The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered.Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section2.06(c)(1)shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(2)Beneficial Interests in RegulationS Temporary Global Notes to Definitive Notes. Notwithstanding Sections2.06(c)(1)(a)and (c), a beneficial interest in the RegulationSTemporaryGlobalNotemaynotbeexchangedforaDefinitiveNote or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (x) the expiration of the Distribution Compliance Period and (y) the receiptbytheRegistrarofanycertificatesrequiredpursuanttoRule903(b)(3)(ii)(B) under the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

(3)BeneficialInterestsinRestrictedGlobalNotestoUnrestrictedDefinitiveNotes.A Holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if the Registrar receives the following:

(i)iftheHolderofsuchbeneficialinterestinaRestrictedGlobalNote proposestoexchangesuchbeneficialinterestforanUnrestrictedDefinitiveNote, a certificate from such Holder in the form of Exhibit Chereto, including the certifications in item (1)(b) thereof; or

(ii)iftheHolderofsuchbeneficialinterestinaRestrictedGlobalNote proposes to transfer such beneficial interest to a Person who shall take delivery thereofintheformofanUnrestrictedDefinitiveNote,acertificatefromsuch HolderintheformofExhibitChereto,includingthecertificationsinitem(1)(c) thereof;

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and, in each such case set forth in this subparagraph (c)(3), if the Registrar so requestsoriftheApplicableProceduressorequire,anOpinionofCounselinform reasonably acceptabletothe Registrar tothe effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

The Trustee shall cause the aggregate principal amount of the applicable Global Note tobe reduced accordinglypursuant toSection2.06(h)hereof,andthe Issuer shallexecuteand,uponreceiptofaCompanyOrderinaccordancewith Section2.02hereof, the Trustee shall authenticate and deliver to the Person designated in the Company Order a Definitive Note in the appropriate principal amount.Any Definitive Note issued in exchange for a beneficial interest in a RestrictedGlobal NotepursuanttothisSection2.06(c)shall beregisteredinsuch name or names and in such authorized denomination or denominations as the Depositoryshallinstruct,pursuanttowritteninstructionfromitsParticipantsorits Applicable Procedures.The Trustee shall deliver such Definitive Notes to, or as directed by, the Persons in whose names such Definitive Notes are so registered.

(4)BeneficialInterestsinUnrestrictedGlobalNotestoUnrestrictedDefinitiveNotes. If any Holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficialinteresttoaPersonwhotakesdeliverythereofintheformofaDefinitive Note,thentheTrusteeshallcausetheaggregateprincipalamountoftheapplicable GlobalNotetobereducedaccordinglypursuanttoSection2.06(h)hereof,andthe Issuer shall execute and, upon receipt of a Company Order in accordance with Section2.02hereof, the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount.AnyDefinitiveNoteissuedinexchangeforabeneficialinterestpursuant to this Section2.06(c)(4)shall be registered in such name or names and in such authorizeddenominationordenominationsastheHolderofsuchbeneficialinterest requests throughinstructions tothe Registrar from or through the Depository and the Participant or Indirect Participant.The Trustee shall deliver such Definitive NotestothePersonsinwhosenamessuchNotesaresoregistered.AnyDefinitive NoteissuedinexchangeforabeneficialinterestpursuanttothisSection2.06(c)(4)will not bear the Private Placement Legend.

(d)TransferandExchangeofDefinitiveNotesforBeneficialInterestsinGlobalNotes.

(1)Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes.If any Holder of a RestrictedDefinitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted DefinitiveNotestoaPersonwhotakesdeliverythereofintheformofabeneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

(a)iftheHolderofsuchRestrictedDefinitiveNoteproposestoexchangesuch NoteforabeneficialinterestinaRestrictedGlobalNote,acertificatefrom

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suchHoldersubstantiallyintheformofExhibitBhereto,includingthe certificationsinitem(2)thereof;

(b)if such Restricted Definitive Note is being transferred to a QIB in accordancewithRule144A,acertificatetotheeffectsetforthinExhibitBhereto, including the certifications in item (1) thereof;

(c)if such Restricted Definitive Note is being transferred to a non-U.S. PersoninanoffshoretransactioninaccordancewithRule903orRule904 of RegulationS, a certificate to the effect set forth in ExhibitBhereto, including the certifications in item (2) thereof;

(d)[Reserved];

(e)if such Restricted Definitive Note is being transferred to the Issuer, a certificate to the effect set forth in ExhibitBhereto, including the certifications in item (3)(2) thereof;

(f)if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act in compliance with the prospectusdeliveryrequirementsoftheSecuritiesAct,acertificatetothe effect set forth in ExhibitBhereto, including the certifications in item (3)(3) thereof; or

(g)if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A,Rule 144,or Rule903or Rule 904 of RegulationS,a certificateto the effect set forth in ExhibitBhereto, including the certifications, certificates and Opinion of Counsel required by item (3)(4) thereof, if applicable;

theTrustee,uponreceiptofaCompanyOrder,shallcanceltheRestrictedDefinitiveNote, andincreaseorcausetobeincreasedinacorrespondingamountpursuanttoSection2.06(h)the aggregate principal amount of, in the case of clause (a) above, the appropriate Restricted Global Note, in the case of clause (b) above, a 144A Global Note, and, in the case of clause (c) above, a Regulation S Global Note.

(2)RestrictedDefinitiveNotestoBeneficialInterestsinUnrestrictedGlobalNotes.A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interestinanUnrestrictedGlobalNoteortransfersuchRestrictedDefinitiveNote to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if the Registrar receives the following:

(i)if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of ExhibitChereto, including the certifications in item (1)(c) thereof; or

(ii)if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a

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beneficialinterestintheUnrestrictedGlobalNote,acertificate fromsuchHolder substantiallyintheformofExhibitBhereto,includingthecertificationsinitem (4)thereof;

and, in each such case set forth in this subparagraph (d)(2), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the PrivatePlacementLegendarenolongerrequiredinordertomaintaincompliancewiththe Securities Act.

Uponsatisfactionofthe conditions of anyofthesubparagraphsinthisSection2.06(d)(2), theTrustee,uponreceiptofaCompanyOrder,willcanceltheRestrictedDefinitiveNotes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

(3)UnrestrictedDefinitiveNotestoBeneficialInterestsinUnrestrictedGlobalNotes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficialinterestinanUnrestrictedGlobalNoteortransfersuchDefinitiveNotes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time.Upon receipt of a request for such an exchangeortransfer,theTrusteewillcanceltheapplicableUnrestrictedDefinitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.

(4)Unrestricted Definitive Notes to Beneficial Interests in Restricted Global Notes Prohibited.An Unrestricted Definitive Note may not be exchanged for, or transferredtoPersonswhotakedeliverythereofintheformof,beneficialinterests in a Restricted Global Note.

If any such exchange or transfer from a Definitive Note to a beneficial interest iseffected pursuantto subparagraphs(2)(a) or(3)aboveat atimewhen an Unrestricted Global Note has not yet been issued, the Issuer will issue and, upon receipt of a Company Order in accordance with Section2.02hereof, the Trustee shall authenticate one or more UnrestrictedGlobal Notesinanaggregate principal amount equal totheprincipalamount of Definitive Notes so transferred.

(e)Transfer andExchangeofDefinitive Notes for Definitive NotesUponrequest bya Holder ofDefinitiveNotesandsuchHolder’scompliancewiththeprovisionsofthisSection2.06(e),theRegistrar shallregisterthetransferorexchangeofDefinitiveNotes.Priortosuchregistrationoftransferorexchange, the requesting Holder must present or surrender to the Registrar the Definitive Notes duly endorsed or accompaniedbyawritteninstructionoftransferinformsatisfactorytotheRegistrardulyexecutedbysuch Holder or by its attorney, duly authorized in writing.In addition, the requesting Holder must provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e).

(1)RestrictedDefinitiveNotestoRestrictedDefinitiveNotes.AnyRestricted Definitive Note may be transferred to and registered in the name of Persons who

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take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

(a)ifthetransferwillbemadepursuanttoRule144A,thenthetransferormust deliveracertificatesubstantiallyintheformofExhibitBhereto,including the certifications in item (1) thereof;

(b)if the transfer will be made pursuant to Rule 903 or Rule 904 of RegulationS,thenthetransferormustdeliveracertificatesubstantiallyin the form of ExhibitBhereto, including the certifications in item (2) thereof; and

(c)if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliveracertificatesubstantiallyintheformofExhibitBhereto,including thecertifications,certificatesandOpinionofCounselrequiredbyitem(3) thereof, if applicable.

(2)Restricted Definitive Notes to Unrestricted Definitive Notes.Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferredtoaPerson or Persons whotake deliverythereof in theformofanUnrestrictedDefinitiveNoteiftheRegistrarreceivesthefollowing:

(i)iftheHolderofsuchRestrictedDefinitiveNotesproposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of ExhibitChereto, including the certifications in item (1)(d) thereof; or

(ii)iftheHolderofsuchRestrictedDefinitiveNotesproposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of ExhibitBhereto, including the certifications in item (4) thereof;

and,ineachsuchcasesetforthinthissubparagraph(e)(2),iftheRegistrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrartotheeffectthatsuchexchangeortransferisincompliancewith theSecuritiesActandthattherestrictionsontransfercontainedhereinand in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Uponsatisfactionoftheconditionsofanyoftheclausesofthis Section2.06(e), the Trustee shall, upon receipt of a Company Order, cancelthepriorRestrictedDefinitiveNoteandtheIssuerwillexecute,and upon receipt of a Company Order in accordance with Section2.02, the Trustee shall authenticate and deliver an Unrestricted Definitive Note in theappropriateaggregateprincipalamounttothePersondesignatedbythe Holder of such prior Restricted Definitive Note in written instructions delivered to the Registrar by such Holder.

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(f)Unrestricted Definitive Notes to Unrestricted Definitive Notes.A Holder of Unrestricted DefinitiveNotesmaytransfersuchNotestoaPersonwhotakesdeliverythereofintheformofan UnrestrictedDefinitiveNote.Uponreceiptofarequesttoregistersuchatransfer,theRegistrarshall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

(g)Legends.ThefollowinglegendswillappearonthefaceofallGlobalNotesandDefinitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture.

(1)PrivatePlacementLegend.

(a)Except as permitted by subparagraph (b) below, each Global Note and each DefinitiveNote(andallNotesissuedinexchangetherefororsubstitutionthereof) shall bear the legend in substantially the following form:

“THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. ACCORDINGLY, THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY NOT BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION ISEXEMPTFROM,ORNOTSUBJECTTO,REGISTRATIONASSETFORTH BELOW.BYITS ACQUISITION HEREOF,THEHOLDER(1)REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)) OR (B) IT ISNOTAU.S.PERSONANDISACQUIRINGTHISNOTEINANOFFSHORE TRANSACTION AND (2) AGREES TO OFFER, SELL, PLEDGE OR OTHERWISETRANSFERSUCHNOTEONLY(A)TOTHEISSUEROFTHE NOTES,(B)PURSUANTTOAREGISTRATIONSTATEMENTWHICHHAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A TO APERSONIT REASONABLYBELIEVES IS A QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) OUTSIDE THE UNITED STATES PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS IN AN OFFSHORETRANSACTIONPURSUANTTOREGULATIONSUNDERTHE SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (OTHER THAN RULE 144), SUBJECTTOTHEISSUER’SANDTHETRUSTEE’SRIGHTPRIORTOANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM.”

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(b)Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuanttosubparagraphs(b)(4),(c)(3),(c)(4),(d)(2),(d)(3)or(e)(2)ofthis Section2.06(andallNotesissuedinexchangetherefororsubstitutionthereof)will not bear the Private Placement Legend.

(2)Global NoteLegend.EachGlobalNote will beara legend insubstantially the following form:

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITORY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TOSECTION2.01AND SECTION2.06OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION2.06(a)OF THEINDENTURE, (3)THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION2.12OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITORY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTESINDEFINITIVEFORM,THISNOTEMAYNOTBETRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUERORITSAGENTFORREGISTRATIONOFTRANSFER,EXCHANGE ORPAYMENT,ANDANYCERTIFICATEISSUEDISREGISTEREDINTHE NAMEOFCEDE&CO.ORSUCHOTHERNAMEASMAYBEREQUESTED BYANAUTHORIZEDREPRESENTATIVEOFDTC(ANDANYPAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

(3)Regulation STemporaryGlobalNoteLegend.    EachRegulationSTemporary Global Note will bear a legend in substantially the following form:

“THISGLOBALNOTEISATEMPORARYGLOBALNOTEFORPURPOSES OF REGULATIONS UNDER THE SECURITIES ACT.NEITHER THIS TEMPORARY GLOBAL NOTE NOR ANY INTEREST HEREIN MAY BE OFFERED,SOLD,DELIVEREDOREXCHANGEDFORANINTERESTINA

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PERMANENT GLOBAL NOTE OR OTHER NOTE EXCEPT UPON DELIVERY OF THE CERTIFICATIONS SPECIFIED IN THE INDENTURE.”

(h)Cancellation and/or Adjustment of Global Notes.At such time as all beneficial interests inaparticularGlobalNotehavebeenexchangedforDefinitiveNotesoraparticularGlobalNotehasbeen redeemed,repurchasedor canceledinwholeand notinpart,each suchGlobalNote shall bereturnedto or retained and canceled by the Trustee in accordance with Section2.12of this Indenture.At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly and a notationwillbemadeontherecordsmaintainedbytheTrusteeorbytheDepositoryatthedirectionofthe Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a PersonwhowilltakedeliverythereofintheformofabeneficialinterestinanotherGlobalNote,suchother Global Note will be increased accordingly and a notation will be made on the records maintained by the Trustee or by the Depository at the direction of the Trustee to reflect such increase.

(i)GeneralProvisionsRelatingtoTransfersandExchanges.

(1)Topermitregistrationsoftransfersandexchanges,theIssuershallexecuteandthe Trustee shall authenticate Global Notes and Definitive Notes upon receipt of a Company Order in accordance with Section2.02hereof or at the Registrar’s request.

(2)No service charge shall be made to a Holder of a Global Note or to a Holder of a DefinitiveNoteforanyregistrationoftransferorexchange,buttheIssuerandthe Trusteemayrequirepaymentofasumsufficienttocoveranytransfertaxorsimilar governmentalchargepayableinconnectiontherewith(otherthananysuchtransfer taxes or similargovernmentalchargepayable uponexchangeortransfer pursuant to Sections 2.11, 3.06, 4.11and 9.04hereof).

(3)[Reserved].

(4)All Global Notes and Definitive Notes issued upon any registration of transfer or exchangeofGlobalNotesorDefinitiveNotesshallbethevalidobligationsofthe Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(5)NeithertheRegistrarnortheIssuershallberequired:

(a)toissue,toregisterthetransferofortoexchangeanyNotesduringaperiod beginning at the opening of business fifteen (15) days before the day of any selection of Notes for redemption under Section3.02hereof and ending at the close of business on the day of selection;

(b)toregisterthetransferofortoexchangeanyNoteselectedforredemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or

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(c)toregisterthetransferofortoexchangeaNotebetweenarecorddateand the next succeeding interest payment date.

(6)PriortoduepresentmentfortheregistrationofatransferofanyNote,theTrustee, anyAgentandthe IssuermaydeemandtreatthePersoninwhose name anyNote is registered as the absolute owner of such Note for the purpose of receiving paymentofprincipalofandinterest onsuch Notesandforallotherpurposes, and none of the Trustee, any Agent or the Issuer shall be affected by notice to the contrary.

(7)The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02hereof.

(8)All orders, certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section2.06to effect a registration of transfer or exchange may be submitted by facsimile.

(9)Notwithstanding anything herein to the contrary, neither the Trustee nor the Registrar shall be responsible for ascertaining whether any transfer or exchange complieswiththeregistrationprovisionsoforexemptionsfromtheSecuritiesAct or applicable state securities laws.

(10)NoneoftheTrustee,Agent,theIssueroranySubsidiaryGuarantorshallhaveany responsibilityorobligationtoanyBeneficialOwnerofaninterestinaGlobalNote, any agent member or other member of, or a participant in, DTC or other person with respect to the accuracy of the records of DTC or any nominee or participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any agent member or other participant, member, Beneficial Owner or other person (other than DTC) of any notice or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be givenormadeonlytoorupontheorderoftheHolders(whichshallbeDTCorits nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through DTC, subject to its applicable rules andprocedures.TheTrustee,Agents,theIssuerandanySubsidiaryGuarantormay rely and shall be fully protected in relying upon information furnished by DTC with respect to its agent members and other members, participants and any beneficial owners.

Section2.07    AdditionalNotes.

(a)The aggregate amount of Notes that may be authenticated and delivered under this Indentureisunlimited.The Notesmaybeissuedinone ormore series(any suchNotes issued subsequent to the Issue Date, the “Additional Notes”), subject, in the case of Additional Notes, in compliance with Section4.04andSection4.06.AnyAdditionalNotesissuedwillhavetermsthataresubstantiallyidentical tothetermsoftheInitialNotes,exceptinrespectofanyofthefollowingterms,whichshallbesetforthin a supplemental indenture or Officer’s Certificate:

(1)theaggregateprincipalamountofsuchAdditionalNotes;

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(2)thedateordatesonwhichsuchAdditionalNoteswillbeissued;

(3)thepriceatwhichtheAdditionalNoteswillbeissued;

(4)thefirstinterestpaymentdateandthefirstdatefromwhichinterestwillaccrueon the Additional Notes;

(5)the date or dates and price or prices at which,the period or periods within which, andthetermsandconditionsuponwhich,suchAdditionalNotesmayberedeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”);

(6)[reserved];and

(7)the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems.

(b)Any Additional Notes that are substantially identical in all material respects to any other seriesofNotesbutforbeingsubjecttoanAdditionalNotesSpecialMandatoryRedemptionshallbedeemed to be substantially identical to such series of Notes only following the date on which any such Additional NotesSpecialMandatory Redemptionprovisionceasestoapply.If any Additional Notesare notfungible with such Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying number. The Initial Notes and any Additional Notes subsequently issued under this IndenturewillbetreatedasasingleclassforallpurposesunderthisIndenture,including,withoutlimitation, waivers, amendments, redemptions and offers to purchase.

Section2.08    ReplacementNotes.

(a)If any mutilated Note is surrendered to the Trustee or the Issuer and the Trustee receives evidencetoitssatisfactionofthedestruction,lossortheftofanyNote,theIssuerwillissueandtheTrustee, upon receipt of a Company Order, will authenticate a replacement Note if the Trustee’s requirements are met.An indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee andthe Issuertoprotect theIssuer,theTrustee,anyAgent andanyauthenticatingagentfrom anylossthat any of them may suffer if a Note is replaced.The Issuer may charge for its expenses in replacing a Note.

(b)Every replacement Note isan additional obligation ofthe Issuerand will be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

Section2.09    OutstandingNotes.

(a)TheNotesoutstandingatanytimearealltheNotesauthenticatedbytheTrusteeexceptfor thosecanceledbyit,thosedeliveredtoitforcancellation, thosereductionsintheinterestina Global Note effectedbytheTrusteeinaccordancewiththeprovisionshereoforanyapplicablesupplementalindenture, and those described in this Section2.09as not outstanding.Except as set forth in Section2.10hereof, a Note does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note.

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(b)IfaNoteisreplacedpursuanttoSection2.08hereof,itceasestobeoutstandingunlessthe Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser.

(c)IftheprincipalamountofanyNoteisconsideredpaidunderSection4.01hereof,itceases to be outstanding and interest on it ceases to accrue.

(d)If thePayingAgent(otherthantheIssuer,aSubsidiaryof theIssuer or anAffiliateof any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, thenonandafterthatdatesuch Noteswillbedeemedto benolongeroutstandingand will ceasetoaccrue interest.

Section2.10    TreasuryNotes.

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent pursuant to the Notes Documents, Notes owned by the Issuer, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with theIssuer,willbeconsideredasthoughnotoutstanding,exceptthatforthepurposesofdeterminingwhether the Trustee will be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee actually knows are so owned will be so disregarded.

Section2.11    TemporaryNotes.

(a)UntilcertificatesrepresentingNotesarereadyfordelivery,theIssuermayprepareandthe Trustee, upon receipt of a Company Order, will authenticate temporary Notes.Temporary Notes will be substantiallyintheformofcertificatedNotesbutmayhavevariationsthattheIssuerconsidersappropriate fortemporaryNotesandasmaybereasonablyacceptabletotheTrustee.Withoutunreasonabledelay,the Issuer will prepare and the Trustee will authenticate Definitive Notes in exchange for temporary Notes.

(b)Holders of temporary Notes will be entitled to all of the benefits of this Indenture as the Definitive Notes.

Section2.12    Cancellation.

TheIssueratanytimemaydeliverNotestotheTrusteeforcancellation.TheRegistrarandPaying Agent will forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment.UponreceiptofaCompanyOrder,theTrusteeandnooneelsewillcancelallNotessurrendered for registration of transfer, exchange, payment, replacement or cancellation and will dispose of such canceled Notes in its customary manner.Certification of the disposition of all canceled Notes will be deliveredtotheIssuerattheIssuer’swrittenrequest.TheIssuermaynotissuenewNotestoreplaceNotes that it has paid or that have been delivered to the Trustee for cancellation.

Section2.13    CUSIP/ISINNumbers.

The Issuer in issuing the Notes may use “CUSIP” or “ISIN” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” or “ISIN” numbers in notices of redemption as a convenience to Holders;providedthatanysuchnoticemaystatethatnorepresentationismadeastothecorrectnessofsuch numberseitherasprintedontheNotesorascontainedinanynoticeofaredemptionandthatreliancemay beplacedonlyontheotheridentificationnumbersprintedontheNotes,andanysuchredemptionshallnot be affected by any defect in or omission of such numbers.The Issuer will promptly notify the Trustee in writing of any change in the “CUSIP” or “ISIN” numbers.

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ARTICLE 3

REDEMPTIONANDPREPAYMENT

Section3.01    Noticesto Trustee.

The Issuer may, with respect to the Notes, reserve the right to redeem and pay the Notes or may covenant to redeem and pay the Notesoranypartthereof priortothe StatedMaturity thereof atsuchtime andonsuchtermsasprovidedforinsuchNotes.IfaNoteisredeemableandtheIssuerelectsorisobligated toredeemsuchNotespursuantto theprovisionsofsuchNotes, itmust furnishto theTrustee, atleastfive (5) Business Days prior to the date of the notice of redemption pursuant to Section 3.03, unless a shorter period is acceptable to the Trustee, an Officer’s Certificate setting forth:

(1)theclauseoftheNotespursuanttowhichtheredemptionshalloccur;

(2)theredemptiondate;

(3)theprincipalamountoftheNotestoberedeemed;

(4)theredemptionprice;and

(5)theapplicableCUSIPnumbers,ifany.

Section3.02    SelectionofNotestoBeRedeemed.

IflessthanalloftheNotesaretoberedeemedatanytime,theNotestoberedeemedwillbeselected on a pro rata basis or by lot or such other similar method in accordance with the Applicable Procedures, unless otherwise required by law or applicable stock exchange requirements.No Notes of $2,000 or less shall be redeemed in part.

If any Note is to be redeemed in part only, the notice of redemption that relates to that Note shall state the portion of the principal amount of that Note that is to be redeemed.In the case of certificated notes,anewNoteinprincipalamountequaltotheunredeemedportionoftheoriginalNoteshallbeissued in the name of the Holder upon cancellation of the original Note.

Section3.03    NoticeofRedemption.

ExceptasotherwiseprovidedinthisIndenture,noticesofredemptionshallbemailedbyfirstclass mail or delivered electronically at least ten (10) but not more than sixty (60) days before the redemption date to each Holder of Notes to be redeemed, except that redemption notices may be mailed or delivered electronicallymorethansixty(60)dayspriortoaredemptiondateifthenoticeisissuedinconnectionwith a defeasance of the Notes or a satisfaction and discharge of this Indenture.

Notice of any redemption of the Notes may, at the Issuer’s option, be given prior to the consummationofatransactionorevent(includinganEquityOffering,anAssetSale,anincurrenceofDebt, aChangeofControl,aDataCenterLeaseTerminationDefaultorothertransactionorevent),andanysuch redemption may, at the Issuer’s option, be subject to the satisfaction of one or more conditions precedent (including the consummation of an Equity Offering, an Asset Sale, an incurrence of Debt, a Change of Control, a Data Center Lease Termination Default or other transaction or event).If such redemption is subject to the satisfaction of one of more conditions precedent, such notice shall state that, at the Issuer’s option, the redemption date may be delayed until such time (including more than sixty (60) days after the

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date the notice of redemption was mailed or delivered, including by electronic transmission) as any or all such conditions shall be satisfied(or waivedby the Issuer in its sole discretion), such redemptionmay not occur and such notice maybe rescinded in the event that any or all of such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed.If any such condition precedent has not been satisfied, the Issuer shall provide notice to the Trustee and each Holder at any time prior to the close of business two (2) Business Days prior to the redemption date.Upon receipt of such notice, unless the Issuer has elected to delay, the notice of redemptionshall be rescinded andthe redemptionof the Notesshall not occur.Ifrequested by the Issuer, uponreceiptoftherescissionnotice,theTrusteeshallprovidesuchnoticetoeachHolderinthesame manner in which the notice of redemption was given if such notice was delivered by the Trustee.In addition, the Issuer may provide in such notice that payment of the redemption price and performance of the Issuer’s obligations with respect to such redemption may be performed by another Person.

Subjectto the preceding paragraph,the Notescalledfor redemption become due on the datefixed for redemption.Unless the Issuer defaults in the payment of the redemption price, on and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption.

Upon any redemption that requires the payment of the Applicable Premium (including, without limitation,inconnectionwiththeIssuer’sexerciseofitsLegalDefeasanceoptionorCovenantDefeasance optionassetforthinArticle8orthedischargeoftheIssuer’sobligationsunderthisIndentureinaccordance withArticle10),theamountdepositedwiththeTrusteeshallbesufficientforpurposesofthisIndentureto the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption.AnyApplicablePremiumDeficitshallbesetforthinanOfficer’sCertificatedeliveredtothe Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption.

Section3.04    Effect ofNoticeof Redemption.

Once notice of redemption is mailed or delivered electronically in accordance with Section3.03hereof, Notes called for redemption become, subject to any conditions precedent set forth in the notice of redemption, irrevocably due and payable on the redemption date at the redemption price.

Section3.05    DepositofRedemptionPrice.

One(1)BusinessDaypriortotheredemptiondate,theIssuershalldepositwiththeTrusteeorwith the Paying Agent money sufficient to pay the redemption price of, accrued interest to but excluding the redemptiondate,andpremium,ifany,onallNotestoberedeemedonthatdate.PromptlyaftertheIssuer’s written request, the Trustee or the Paying Agent shall promptly return to the Issuer any money deposited withtheTrusteeorthePayingAgentbytheIssuerinexcessoftheamountsnecessarytopaytheredemption price of, accrued interest, and premium, if any, on, all Notes to be redeemed.

If the Issuer complies withthe provisions of the preceding paragraph,on andafterthe redemption date, interest will cease to accrue on the Notes or the portions of Notes called for redemption.

If a Note is redeemed on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note wasregisteredatthecloseofbusinessonsuchrecorddate.IfanyNotecalledforredemptionisnotsopaid uponsurrenderforredemptionbecauseofthefailureoftheIssuertocomplywiththeprecedingparagraph,

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interest shall be paid on the unpaid principal, from the redemption date until such principal is paid, and to the extent lawful on anyinterest not paid on such unpaid principal, ineachcase at the rateprovided inthe Notes and in Section 4.01hereof.

Section3.06    NotesRedeemedinPart.

Upon surrender of a Note that is redeemed in part, the Issuer shall issue and, upon receipt of a CompanyOrder,theTrusteeshallauthenticatefortheHolderattheexpenseoftheIssueranewNoteequal in principal amount to the unredeemed portion of the Note surrendered.

Section3.07    CalculationofRedemptionPrice.

TheTrusteeshallhavenoobligationtocalculatetheredemptionpriceofanyNote.

Section3.08    [Reserved].

Section3.09    MandatoryPrepayment;OpenMarketPurchases.

(a)TheIssuershallnotberequiredtomakemandatoryprepaymentsorsinkingfundpayments with respect to the Notes.

(b)The Issuer or its affiliates (including members of management) may from time to time acquire Notes by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise.

Section3.10    TerminationFeeOffer.

(a)To the extent payable pursuant to the Data Center Lease, the applicable Company Party will deposit, or use commercially reasonable efforts to cause the Tenant, the Lease Guarantor or the applicable Qualifying Tenant to deposit, any Data Center Lease Termination Fee to the Designated Account.Withinfifteen(15)BusinessDaysoftheoccurrenceofaDataCenterLeaseTerminationDefault, the Issuer shall make an offer to all Holders of the Notes in an amount equal to the Data Center Lease Termination Fee deposited into the Designated Account as of the date of such offer (“Termination Fee Offer”) and, if required or permitted by the terms of any other Pari Passu Debt on a pro rata basis to the holders of such Pari Passu Debt, to purchase the maximum aggregate principal amount of the Notes and suchPariPassuDebtthatmaybepurchasedwithsuchDataCenterLeaseTerminationFeeatanofferprice, inthecaseoftheNotesonly,incashinanamountequalto100.000%oftheprincipalamountthereof,plus accruedandunpaidinterest,ifany,to,butexcludingthedatefixedfortherepurchaseofsuchNotespursuant tosuchoffer,inaccordancewiththeproceduressetforthinthisIndentureand,ifapplicable,thedocuments governingsuchPariPassuDebt.TheIssuerwillcommenceaTerminationFeeOfferbysendingthenotice required pursuant to the terms of this Indenture, with a copy to the Trustee.

(b)To the extent that the aggregate principal amount of Notes tendered pursuant to a Termination Fee Offer is less than the amount of the Data Center Lease Termination Fees received as of the date of such Termination Fee Offer, the Company Parties may use any remaining Data Center Lease Termination Fees in any manner not prohibited by this Indenture and may, for the avoidance of doubt, depositsuchfundsinaDistributionAccount.IftheaggregateprincipalamountofNotestenderedpursuant to a Termination Fee Offer exceeds the amount of the Data Center Lease Termination Fees received as of the date of such Termination Fee Offer, the Issuer shall select the Notes (subject to applicable procedures of DTCas to global notes),tobe purchased or repaid on a prorata basistotheextentpracticablebased on

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the aggregate principal amount of the Notes, with adjustments as necessary so that no Notes will be repurchasedinanunauthorizeddenomination;providedthatnoNotesof$2,000orlessshallberepurchased in part.

(c)The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and anyothersecuritieslawsandregulationsthereundertotheextentsuchlawsorregulationsareapplicablein connection with the repurchase of the Notes pursuant to a Termination Fee Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture set forth in this section, the Issuer will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the provisions of this Indenture set forth in this section in any respect by virtue of such compliance. The Issuer may rely on any no-action letters issued by the SEC indicatingthatthestaffoftheSECwillnotrecommendenforcementactionintheeventatenderoffer satisfies certain conditions.

(d)Upon the making and completion of a Termination Fee Offer, all obligations of the Company Parties set forth in this section shall no longer be of any force or effect, and any Data Center Lease Termination Default and any Data Center Lease Termination Event of Default related to the Data Center Lease that is the subject of such Data Center Lease Termination Event shall be cured without any additional action of any Company Party.

(e)A Termination Fee Offer may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of any of the Notes Documents (but the Termination Fee Offer may not condition tenders on the delivery of such consents).In addition, the Issuer may, subject to Applicable Law, increase the consideration being offered to Holders in the Termination Fee Offer at any time in its sole discretion.

ARTICLE 4

COVENANTS

Section4.01    PaymentofNotes.

TheIssuershallpayorcausetobepaidtheprincipalof,premium,ifany,andinterestontheNotes on the dates and in the manner provided in this Indenture and the Notes.Principal, premium, if any, and interestwillbeconsideredpaidonthedatedueifthePayingAgent,ifotherthantheIssueroraSubsidiary thereof, holds as of 11:00 a.m. New York City time on the due date money deposited by the Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due.

Section4.02    MaintenanceofOfficeorAgency.

(a)TheIssuershall,forthebenefitofHolders,maintainanofficeoragency(whichmaybean office of the Trustee or an Affiliate of the Trustee or Registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served.The Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency.If at any time the Issuer fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations,surrenders,noticesanddemandsmaybemadeorservedattheCorporateTrustOfficeofthe Trustee.

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(b)The Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations.The Issuer shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

(c)The Issuer hereby designates the Corporate Trust Office of the Trustee for such Notes as one such office or agency of the Issuer in accordance with Section2.03hereof; provided, however, the Trustee shall not be deemed an agent of the Issuer for the service of legal process.

Section4.03    ComplianceCertificate.

(a)TheIssuershalldelivertotheTrustee,withinonehundredtwenty(120)daysaftertheend of each fiscal year, commencing with the fiscal year ending December 31, 2026, an Officer’s Certificate statingthatareviewoftheactivitiesoftheIssuerduringtheprecedingfiscalyearhasbeenmadeunderthe supervision of the signing Officer with a view to determining whether the Issuer has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to such Officer signing such certificate, that to the best of his or her knowledge the Issuer is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledgeandwhatactiontheIssueristakingorproposestotakewithrespectthereto)andthattothebest of his or her knowledge no event has occurred and remains in existence by reason of which payments on accountoftheprincipaloforinterest,if any,ontheNotesisprohibitedorif sucheventhasoccurredanda description of the event.

(b)SolongasanyoftheNotesareoutstanding,theIssuershalldelivertotheTrustee,promptly upon a Responsible Officerof the Issuer becoming aware of any Default or Eventof Default, an Officer’s Certificate specifying such Default or Event of Default.

Section4.04    Limitationon Debt.

(a)Each Company Party shall not create, incur, assume or permit to exist any Debt, except (without duplication):

(1)(a) following the occurrence of the Initial Commencement Date, Debt of the CompanyPartiesunderCreditFacilities(whichmayincludeAdditionalNotes)in an aggregate principal amount at any time outstanding pursuant to this clause (a) not to exceed (x) $25.0 million, plus (y) 50.0% of Net Operating Income for the most recently ended four full fiscal quarters for which financial statements have beendeliveredordeemeddeliveredtotheTrustee;providedthatinthecaseofany Debtincurredpursuanttothisclause(a)thatissecuredbyLiensontheCollateral on a pari passu basis with the Notes, such Debt shall not (i) have an earlier final maturity date than the final maturity date or a shorter weighted average life to maturityapplicable totheNotes or (ii) haveany obligors orcollateralthat are not also obligors or Collateral for the Notes (with all other Debt incurred pursuant to thisclause(a)thatdoesnotcomplywiththeforegoingprovisobeingunsecuredor secured by the Collateral on a junior lien basis relative to the Notes) and (b) any Refinancing of any of the foregoing;

(2)(x) Debt represented by the Notes (other than any Additional Notes) and any Subsidiary Guarantee thereof, (y) Debt of the Company Parties existing on the

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Issue Date (other than Debt pursuant to clause (2)(x) of this Section 4.04(a)) or contemplated by the Issue Date Budget and (z) any Refinancing of any of the foregoing;providedthatsuchDebt,inthecaseofthisclause(z),shallnothavean earlier final maturity date or a shorter weighted average maturity than the final maturitydateorweightedaveragelifetomaturity,asapplicable,oftheDebtbeing refinanced;

(3)(a) Debt in an aggregate amount not to exceed, when taken together with all Restricted Payments made in reliance on Sections 4.05(b)(7)(ii), (9)and (12), the Available Retained Excess Cash Flow Amount, plus an amount equal to the DeclinedAssetSaleProceeds,plusanyExcessTerminationFeeFundsand(b)and any Refinancing of any of the foregoing;

(4)DebtamongtheCompanyParties;

(5)solely following the occurrence of the Initial Commencement Date, (a) Debt related to the Project in an aggregate principal amount that would not cause the Issuer’s Loan to Cost Ratio to exceed the greater of (I) the Issuer’s Loan to Cost Ratio as of the Issue Date and (II) 95.0% and (b) any Refinancing of any of the foregoing;

(6)DebtinrespectofrepurchaseagreementsconstitutingCashEquivalents;

(7)Debt in respect of netting services, overdraft protections and otherwise in connection with deposit accounts;

(8)Debt of the Company Parties secured by Liens permitted by clause (13) of the definition of “Permitted Liens” not to exceed, in the aggregate, $20.0 million at any time outstanding;

(9)otherDebtoftheCompanyPartiesinanaggregateprincipalamountnottoexceed

$10.0millionatanyonetimeoutstanding,plusanyaccruedinterest,fees,premiums or expenses in respect thereof;

(10)to the extent constituting Debt, contingent obligations of the Company Parties under or inrespect of performance bonds, bid bonds,appeal bonds, surety bonds, financial assurances and completion guarantees, indemnification obligations, obligations to pay insurance premiums, take or pay obligations and similar obligations in each case of a type incurred in the ordinary course of business of Parent and its subsidiaries and not in connection with Debt for borrowed money and any guarantees or indemnities in respect thereof;

(11)to the extent constituting Debt, Debt of the Company Parties arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or other cash management services in the ordinary course of business; provided that suchDebtisextinguishedwithinten(10)BusinessDaysofitsincurrence(orsuch longer period as may be required due to administrative or processing delays beyond the reasonable control of the Company Parties);

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(12)(a) Additional Project Debt of the Company Parties (which, without limitation, may be in the form of Additional Notes), so long as the Additional Project Debt Conditions are satisfied with respect thereto on or prior to the date of incurrence of such Additional Project Debt and (b) anyRefinancing of any of the foregoing;

(13)[reserved];

(14)(a) (i) Finance Lease Obligations of the Company Parties not to exceed an aggregateprincipalamountof$20.0millionatanytimeoutstanding;providedthat anysuchDebtshallbesecuredonlypursuanttoLienspermittedbyclause(21)of thedefinitionof“PermittedLiens”;(ii)FinanceLeaseObligationsoftheCompany Parties in respect of equipment leases entered into in the ordinary course of business; (iii) to the extent constituting Debt (but not Debt for borrowed money), amounts due pursuant to any Project Document or any Additional Project Document;and(iv)Debtinitiallyowedto,orbeneficiallyownedby,aTenant,the LeaseGuarantororaQualifyingTenanttofinancetheacquisitionofany equipment necessarytoperform services for suchTenant,the Lease Guarantor or such Qualifying Tenant and (b) any Refinancing of any of the foregoing;

(15)trade payables incurred in the ordinary course of business (but not for borrowed money)and(A)notmorethanninety(90)dayspastdueor(B)beingcontestedin good faith by appropriate proceedings;

(16)to the extent constituting Debt, financing of insurance premiums and take-or-pay obligations contained in supply arrangements;

(17)contingent obligations resulting from indemnities provided under (i) the Transaction Documents and indemnities provided in the ordinary course under other Project Documents and (ii) any Additional Transaction Documents and indemnities provided in the ordinary course under other Additional Project Documents;

(18)obligationsoftheCompanyPartiesundertheProjectDocumentsoranyAdditional Project Documents incurred in the ordinary course of business (including any guaranteesmade,orlettersofcreditissued,pursuanttoorotherwiseinconnection with the Project Documents or any Additional Project Documents) to the extent such amounts are (A) not overdue by more than ninety (90) days or (B) being contested in good faith and by appropriate proceedings and in respect of which adequate reserves are in place in accordance with the Company Parties’ standard accounting practices;

(19)to the extent constituting Debt,reimbursement and other payment obligations not constituting Debt for borrowed money owed by any Company Party in respect of aSharedFacilitiesArrangementthatiseffectedpursuanttoandsubjecttoaShared Facilities Agreement;

(20)(x) reimbursement obligations in respect of letters of credit issued (a)(i) in an aggregate principal amount not to exceed $50.0 million at any one time outstanding, or (ii) for the benefit of the Debt Service Reserve Account in an amount sufficient to cause the amount on deposit in the Debt Service Reserve

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AccounttobeequaltotheDebt ServiceReserve RequiredAmount,or (b)thatdo not accrue cash interest and (y) any Refinancing of any of the foregoing;

(21)(x) solelyfollowingthe occurrence of the Final Commencement Date,(i) Debt of the Company Parties in an aggregate principal amount at any time outstanding pursuant to this subclause (x) not to exceed an amount equal to the result of (A) the Full Budgeted Cost of Construction with respect to the Project, minus (B) the aggregateprincipalamountofNotesissuedontheIssueDate,minus(C)theDebt ServiceReserveRequiredAmountasoftheapplicabledateofdetermination,and (ii) any Refinancing thereof and (y) solely following the occurrence of the “final commencement date” (or equivalent term) of any Additional Project, (i) Debt of the Company Parties in an aggregate principal amount at any time outstanding pursuant to this subclause (y) not to exceed an amount equal to the result of (A) the Full Budgeted Cost of Construction with respect to such Additional Project, minus(B)theaggregateprincipalamountofAdditionalProjectDebtissuedonthe closingorissuedate,asapplicable,forsuchAdditionalProjectDebt,minus(C) the“debtservicereserverequiredamount”(orequivalentterm)forsuchAdditional Projectasoftheapplicabledateofdetermination,and(ii)anyRefinancingthereof;

(22)Debt incurred to the extent that the net proceeds thereof are promptly deposited withtheTrusteetosatisfyanddischargetheNotesorexercisetheIssuer’sexercise of its Legal Defeasance option or Covenant Defeasance option as set forth in Article 8;

(23)to the extent not constituting Debt for borrowed money, Debt in connection with anytransactionnotprohibitedbySections4.05,4.06,4.13and4.18,andArticle5;

(24)(a) Debt related to the Project; provided that the Issuer obtains a Rating Agency Confirmation giving effect to such Debt and (b) any Refinancing of any of the foregoing;

(25)[reserved];

(26)Debt incurred by the Company Parties constituting reimbursement obligations withrespecttolettersofcredit,bankguarantees,banker’sacceptances,warehouse receipts, or similar instruments issued or created, or relating to obligations or liabilitiesincurred,intheordinarycourseofbusiness,includinglettersofcreditin favor of suppliers, customers or trade creditors or in respect of workers’ compensation claims, performance or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement type obligations regarding workers’ compensation claims, performance or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance;

(27)Debt arising from agreements of the Company Parties providing for indemnification, adjustment of purchase price, earn-outs (including contingent earn-outs) or similar obligations, payment obligations in respect of any non-compete, consulting or similar arrangement or progress payments for property or services or other similar adjustments, in each case, incurred or assumed in

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connectionwiththeacquisitionordispositionofanybusiness,assets,aSubsidiary orInvestment,andDebtarisingfromguarantees,lettersofcredit,bankguarantees, surety bonds, performance bonds or similar instruments securing performance of the Issuer or any Subsidiary pursuant to such agreements;

(28)HedgingObligations(excludingHedgingObligationsenteredintoforspeculative purposes);

(29)to the extent constituting Debt, customer deposits and advance payments (including progress premiums) received in the ordinary course of business from customers for goods and services purchased in the ordinary course of business;

(30)(a) Debt owed on a short-term basis to banks and other financial institutions that arisesinconnectionwithordinarybankingarrangementstomanagecashbalances oftheCompanyPartiesand(b)DebtinrespectofCashManagementObligations;

(31)Debt incurred by the Company Parties in connection with bankers’ acceptances, discountedbillsofexchangeorthediscountingorfactoringofreceivablesor payables for credit management purposes, in each case incurred or undertaken in the ordinary course of business;

(32)Debt attributable to (but not incurred to finance) the exercise of appraisal rights andthesettlementofanyclaimsoractions(whetheractual,contingentorpotential) with respect thereto,in each case, with respect to any transaction permitted under this Indenture; and

(33)guarantees by any Company Party of Debt or other obligations so long as the incurrence of such Debt or other obligations is not prohibited by the terms of this Indenture.

(b)Forpurposesofdeterminingcompliancewith,andtheoutstandingprincipalamountofany particular Debt incurred pursuant to and in compliance with, this Section 4.04:

(1)in the event that all or any portion of any item of Debt meets the criteria of more than one of the types of Debt described in Section 4.04(a), the Issuer, in its sole discretion, will classify, and may from time to time reclassify, such item of Debt (or any portion thereof) and only be required to include the amount and type of such Debt in one of the clauses of Section 4.04(a);

(2)additionally, all or any portion of any item of Debt may later be reclassified as havingbeenincurredpursuanttoanytypeofDebtdescribedinSection4.04(a)so long as such Debt is permitted to be incurred pursuant to such provision and any related Liens are permitted to be incurred at the time of reclassification;

(3)all Debt outstanding on the Issue Date under the Notes shall be deemed incurred ontheIssueDateunderSection4.04(a)(2)(x)andmaynot,inwholeorinpart,be subsequently reclassified;

(4)in the case of any Refinancing of any Debt, when measuring the outstanding amount of such Debt, such amount shall not include the aggregate amount of

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accrued and unpaid interest, dividends, premiums (including tender premiums), defeasance costs, underwriting discounts, fees, costs and expenses (including original issue discount, upfront fees or similar fees) in connection with such Refinancing;

(5)guaranteesof,orobligationsinrespectoflettersofcredit,bankers’acceptancesor other similar instruments relating to, or Liens securing, Debt that is otherwise includedinthedeterminationofaparticularamountofDebtshallnotbeincluded;

(6)if obligations in respect of letters of credit, bankers’ acceptances or other similar instruments are incurred pursuant to any Credit Facility and are being treated as incurredpursuanttoanyclauseofthisparagraphandthelettersofcredit,bankers’ acceptancesorothersimilarinstrumentsrelatetootherDebt,thensuchotherDebt shall not be included;

(7)Debt permitted by this Section 4.04need not be permitted solely by reference to one provision permitting such Debt but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.04permitting such Debt;

(8)forallpurposesunderthisIndenture,includinginconnectionwiththeincurrence, issuance or assumption of any Debt pursuant to Section 4.04(a) or the incurrence or creation of any Lien pursuant to the definition of “Permitted Liens,” the Issuer mayelect,atitsoption,totreatalloranyportionofthecommittedamountofany Debt (and the issuance and creation of letters of credit and bankers’ acceptances thereunder) which is to be incurred (or any commitment in respect thereof) or securedbysuchLien,asthecasemaybe,asbeingincurredasofsuchelectiondate or as of the date ofthereceipt of any Rating Agency Confirmation, as applicable, and, if such provision of this Indenture, as applicable, is complied with (or satisfied) with respect thereto on such election date or on the date of such Rating AgencyConfirmation,anysubsequent borrowing orreborrowingthereunder(and theissuanceandcreationoflettersofcreditandbankers’acceptancesthereunder) will be deemed to be permitted under this Section 4.04or the definition of “Permitted Liens,” as applicable, whether or not suchprovision of this Indenture, as applicable, at the actual time of any subsequent borrowing or reborrowing (or issuance or creation of letters of credit or bankers’ acceptances thereunder) is complied with (or satisfied) for all purposes (including as to the absence of any continuing Default or Event of Default); and

(9)notwithstanding anything in this Section 4.04 to the contrary, in the case of any DebtincurredtorefinanceDebtinitiallyincurredinrelianceonSections4.04(a)(1)through (33)measured by reference to a percentage of any metric or measure at the time of incurrence, if such refinancing would cause the percentage of such metricormeasurerestrictiontobeexceededifcalculatedbasedonthepercentage ofsuchmetricormeasureonthedateofsuchrefinancing,suchpercentageofsuch metric or measure restriction shall not be deemed to be exceeded so long as the principal amount of such refinancing Debt does not exceed the principal amount of such Debt being refinanced, plus accrued and unpaid interest, dividends, premiums(includingtenderpremiums),defeasancecosts,underwritingdiscounts,

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fees,costsandexpenses(includingoriginalissuediscount,upfrontfeesorsimilar fees) in connection with such refinancing.

(c)Accrual of interest, accrual of dividends, the accretion of accreted value, the accretion or amortization of original issue discount, the payment of interest in the form of additional Debt or the reclassification of commitments or obligations not treated as Debt due to a change in GAAP, will not be deemed to be an incurrence of Debt for purposes of this Section 4.04.

(d)For purposes of determining compliance with any Dollar-denominated restriction on the incurrenceofDebt,theDollarequivalentprincipalamountofDebtdenominatedinaforeigncurrencyshall becalculatedbasedontherelevantcurrencyexchangerateineffectonthedatesuchDebtwasincurred,in the caseofterm debt,orfirst committed, in the case ofrevolving credit debt; providedthat if such Debt is incurred torefinanceother Debt denominatedin aforeign currency,and such refinancing would causethe applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Debt does not exceed (a) the principal amount of such Debt being refinanced plus (b) the aggregate amount of accrued and unpaid interest,dividends,premiums(includingtenderpremiums),defeasancecosts,underwritingdiscounts,fees, costsandexpenses(includingoriginalissuediscount,upfrontfeesorsimilarfees)inconnectionwithsuch refinancing.

(e)Notwithstanding any other provision of this Section 4.04, the maximum amount of Debt that theCompanyPartymayincur pursuanttothisSection4.04shall not bedeemedtobeexceededsolely asaresult of fluctuationsintheexchangerateof currencies.Theprincipal amountof anyDebt incurredto refinanceotherDebt,ifincurredinadifferentcurrencyfromtheDebtbeingrefinanced,shallbecalculated based on the currency exchange rate applicable to the currencies in which such respective Debt is denominated that is in effect on the date of such refinancing.

Section4.05    LimitationonRestrictedPayments.

(a)EachCompanyPartyshallnot,directlyorindirectly:

(1)declare or pay any dividend or make any payment or distribution on account of such Company Party’s Equity Interests, including any dividend or distribution payableinconnectionwithanymerger,amalgamationorconsolidationotherthan:

(a)dividends,paymentsordistributionsbytheIssuerpayablesolelyinEquity Interests (other than Disqualified Equity Interests) of the Issuer or in options, warrants or other rights to purchase such Equity Interests (other than Disqualified Equity Interests); or

(b)dividends,paymentsordistributionsbyanySubsidiaryGuarantorsolong as, in the case of any dividend, payment or distribution payable on or in respect of any class or series of securities issued by any Subsidiary Guarantor, the Issuer or any Subsidiary Guarantor, directly or indirectly, receivesatleastitsproratashareofsuchdividend,paymentordistribution inaccordancewithitsEquityInterestsinsuchclassorseriesofsecurities;

(2)redeem,purchase,repurchase,defeaseorotherwiseacquireorretireforvalueany Equity Interests of the Issuer or any parent entity of the Issuer, including in

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connectionwithanymerger,amalgamationorconsolidation,ineachcase,heldby a Person other than a Company Party;

(3)make any principal payment on, or redeem, purchase, repurchase, defease, discharge or otherwise acquire or retire for value, in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Debt, other than:

(a)DebtpermittedtobeincurredorissuedunderSection4.04(a)(4);

(b)any such payments made from the proceeds from any issuance of Equity Interests or Subordinated Debt by any Company Party;

(c)anyfeesincurredinconnectionwithSubordinatedDebt;or

(d)theprepayment,redemption,purchase,repurchase,defeasance,discharge or other acquisition or retirement of Subordinated Debt in anticipation of satisfyingasinkingfundobligation,principalinstallmentorfinalmaturity, ineachcaseduewithinone(1)yearofthedateofprepayment,redemption, purchase, repurchase, defeasance, discharge or acquisition or retirement; or

(4)makeanyRestrictedInvestment

(allsuchpaymentsandotheractionssetforthinclauses(1)through(4)above(otherthanany exceptions thereto) being collectively referred to as “Restricted Payments”).

(b)The provisions of Section 4.05(a) will not prohibit the following: Restricted Payments by theIssueruptoanamountequaltothePermittedTaxDistributionAmountforeachapplicableTaxperiod; provided, that the Debt Service Reserve Account shall be funded at such date in an aggregate amount no less than the then applicable Debt Service Reserve Required Amount;

(2)RestrictedPaymentstoanyCompanyParty;

(3)solely following the occurrence of the Final Commencement Date, Restricted Payments in an aggregate amount not to exceed (A) 50.0% of Net Operating Income for the most recently ended four full fiscal quarters for which financial statementshavebeendeliveredordeemeddeliveredtotheTrusteeplus(B)solong astheIssuer’sDebtServiceCoverageRatioisnolowerthan1.1:1.0atthetimeof such Restricted Payment, an amount equal to the sumof (x)(i) the Full Budgeted Cost of Construction with respect tothe Project minus(ii) the aggregate principal amountoftheInitialNotesplus(y)(i)theFullBudgetedCostofConstructionwith respect to any Additional Project minus (ii) the aggregate principal amount of Additional ProjectDebtissued ontheclosing or issuedate,asapplicable forsuch Additional Project Debt;

(4)paymentofcashdividendsbyanyCompanyPartysolongastheproceedsthereof are promptly used (or subsequently paid to a parent company) for payment of obligationsunderorinrespectofdirectorandofficerinsurancepoliciesorsimilar

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indemnification or risk-management arrangements to the extent reasonably attributable to the ownership or operation of the Issuer;

(5)payments by any Company Party to any controlled affiliates or any parent company of the Issuer for any financial advisory, financing, underwriting or placement services or legal, accounting, structuring, development or administrative services or in respect of other investment banking activities, includinginconnectionwiththe Transactions,theProject,anyAdditional Project andotheracquisitionsor divestitures,whichpaymentsare approved bythe Board of Directors of such Company Party in good faith;

(6)totheextentconstitutingaRestrictedPayment,Liensnotprohibitedby Section4.06; Debt not prohibited by Section4.04; dispositions not prohibited by Section4.13; transactions not prohibited byArticle 5; Affiliate Transactions not prohibited by Section 4.18;and Permitted Investments;

(7)Restricted Payments in an amount equal to (i) after the occurrence of both: (1) a Data Center Lease Termination Event and (2) the entry into a Qualifying Data CenterLeasepriortotheoccurrenceofaDataCenterLeaseTerminationEventof Default,anamountequaltoany DataCenterLease TerminationFeesreceivedon accountofanyterminatedDataCenterLeaseand(ii)anamountequaltoany Excess Termination Fee Funds;

(8)Restricted Payments to pay amounts due under a Management Services Agreement, Construction Management Services Agreement or Development Services Agreement;

(9)RestrictedPaymentsinanamountequaltotheaggregateamountofDeclinedAsset Sale Proceeds;

(10)Restricted Payments in connection with the Transactions or made pursuant to the Transaction Documents or any Additional Transaction Documents;

(11)RestrictedPaymentsbytheIssuerinrespectofanyPassThroughOperating Expenses;

(12)followingtheoccurrenceoftheInitialCommencementDate,RestrictedPayments in an aggregate amount not to exceed, when taken together with the aggregate principal amount of any outstanding Debt incurred in reliance on Section4.04(a)(3), the Available Retained Excess Cash Flow Amount;

(13)Restricted Payments of any property or assets comprising Excess Property or the proceeds from the sale or disposition of Excess Property;

(14)following the Final Commencement Date, so long as the Issuer’s Debt Service CoverageRatioisnolowerthan1.1:1.0atthetimeofsuchRestrictedPayment,(i) aone-timeRestrictedPaymentequaltotheUnusedContingencyAmount,and(ii) without duplication of the amount of Restricted Payments made pursuant to the foregoingsubclause(i),RestrictedPaymentsequaltotheamountscontainedinthe Notes Proceeds Account;

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(15)RestrictedPayments equaltothe amounts containedinany DistributionAccount; providedthatsuchamountsshallbewithoutduplicationofamountsincludedin(i) theAvailableRetainedExcessCashFlowAmountandprovidingcapacitytomake Restricted Payments pursuant to Section 4.05(b)(12) and (ii) the Unused Contingency Amount and providing capacity to make Restricted Payments pursuant to Section 4.04(b)(14)(i), in each case to the extent such amounts are deposited in a Distribution Account;

(16)if the Issuer’s Debt Service Coverage Ratio is greater than 1.1:1.0, Restricted Payments in an amount that would not cause the Issuer’s Debt Service Coverage Ratiotobelessthan1.1:1.0(calculated,solelyforpurposesofthesecondreference to the Debt Service Coverage Ratio in this clause (16), with the amount of such Restricted Payment being deemed to be an expense pursuant to clause (y) of the definition of “Net Operating Income”);

(17)anamountofRestrictedPaymentsequalupto:

(i)100% of the aggregate amount of cash, and the fair market value of propertyorassetsormarketablesecurities,receivedbytheIssuerfromthe issueorsaleofitsCapitalStockorastheresultofamergeror consolidation with another Person subsequent to the Issue Date or otherwise contributed to the equity of a Company Party (including the aggregate principal amount of any Debt of a Company Party contributed toaCompanyPartyforcancellation)orthatbecomespartofthecapitalof aCompanyPartythroughconsolidationormergersubsequenttotheIssue Date;

(ii)100% of the aggregate amount of cash, and the fair market value of property or assets or marketable securities, received by a Company Party fromtheissuanceorsalebyaCompanyPartysubsequenttotheIssueDate of any Debt or Disqualified Equity Interests that has been converted into orexchangedforCapitalStockoftheIssuerplus,withoutduplication,the amount of any cash, and the fair market value of property or assets or marketable securities, received by the Company Party upon such conversion or exchange;

(iii)100%oftheaggregateamountreceivedincashandthefairmarketvalue, asdeterminedingoodfaithbytheIssuer,ofmarketablesecuritiesorother propertyreceivedbymeansof:(i)thesaleorotherdispositionof,orother returns on Investment from, Restricted Investments made by any CompanyPartyandrepurchasesandredemptionsof,orcashdistributions or cash interest received in respect of, such Investments from any Company Party and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments by any Company Party, in each case after the Issue Date; or (ii) a dividend from a Person that is not a Subsidiary Guarantor after the Issue Date;

(18)totheextentconstitutingaRestrictedPayment,paymentsrequiredtobepaid pursuant to and in accordance with the Shared Facilities Agreement;

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(19)RestrictedPaymentsinanaggregateamountequaltoanyreimbursement obligations incurred pursuant to Section 4.04(a)(20)(x)(a)(ii);

(20)mandatory redemptions of Disqualified Equity Interests issued as a Restricted Payment or as consideration for a Permitted Investment so long as the amount of such redemptions are no greater than the amount that constituted such Restricted Payment or Permitted Investment;

(21)payments ordistributionsto dissentingequityholderspursuantto Applicable Law (includinginconnectionwith,orasaresultof,exerciseofappraisalrightsandthe settlement of any claims or action (whether actual, contingent or potential)), pursuant to or in connection with any Permitted Investment or a consolidation, merger or transfer of assets that complies with, or is not prohibited by, Article 5;

(22)therepurchase,redemptionorotheracquisitionofEquityInterestsoftheCompany Partiesdeemedtooccurinconnectionwithpayingcashinlieuoffractionalshares of such Equity Interests in connection with a share dividend, distribution, share split, reverse share split, merger, consolidation, amalgamation or other business combination of the Issuer or Subsidiary Guarantor, in each case, permitted under this Indenture;

(23)[reserved];

(24)Restricted Payments in an aggregate amount not to exceed any rebates or other amountsreceivedbytheIssuerfromanyGovernmentalEntity(includinganysales and use taxes and any qualified jobs rebates);

(25)otherRestrictedPaymentsin anaggregateamountnotto exceed$15.0million; and

(26)following the Initial Commencement Date, Restricted Payments in the amount of any interest earned byanyof the CompanyPartiesthrough any“deposit account” or “securities account” (in each case, as such term is defined in the UCC).

For purposes of determining compliance with this Section 4.05, in the event that a Restricted Payment or Investment (orportionthereof)meetsthe criteria ofmore than one ofthe categories described in the clauses above, or is permitted pursuant to one or more of the clauses contained in the definition of “PermittedInvestment,”theIssuerwillbeentitledtodivideorclassify(orlaterdivide,classifyorreclassify inwholeorinpartinitssolediscretion)suchRestrictedPaymentorInvestment(orportionthereof)inany manner that complies with this Section 4.05, including as an Investment pursuant to one or more of the clauses contained in the definition of “Permitted Investment.”To the extent any Investment or Restricted Paymentismadeonasingledate,theCompanyPartiesmaydeterminetheorderinwhich,andtheprovision pursuant to which, each such Investment or Restricted Payment is made in their sole discretion.

The amountof all RestrictedPayments (other than cash) shallbe the fair market value onthe date of such Restricted Payment of the asset(s) or securities proposed to be paid, transferred or issued by such Company Parties, as the case may be, pursuant to such Restricted Payment. The fair market value of any cash Restricted Payment shall be its face amount, and the fair market value of any non-cash Restricted Payment, property or assets other than cash shall be determined conclusively by the Issuer acting in good faith.

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In connection with any commitment, definitive agreement or similar event relating to an Investment, the applicable Company Party may designate such Investment as having occurred on the date of the commitment, definitive agreement or similar event relating thereto (such date, the “Election Date”) if,aftergivingproformaeffecttosuchInvestmentandallrelatedtransactionsinconnectiontherewithand anyrelatedproformaadjustments,anyCompanyPartywouldhavebeenpermittedtomakesuchInvestment ontherelevantElectionDateincompliancewiththisIndenture,andanyrelatedsubsequentactualmaking ofsuchInvestmentwillbedeemedforallpurposesunderthisIndenturetohavebeenmadeonsuchElection Date, including for purposes of calculating any ratio, compliance with any test, usage of any baskets hereunder (ifapplicable)andNet OperatingIncomeandDebt ServiceCoverageRatioandfor purposes of determiningwhetherthereexistsanyDefaultorEventofDefault(andallsuchcalculationsonandafterthe Election Date until the termination, expiration, passing, rescission, retraction or rescindment of such commitment,definitiveagreementorsimilareventshallbemadeonaproformabasisgivingeffectthereto and all related transactions in connection therewith).

IfaCompanyPartymakesaRestrictedPaymentwhichatthetimeofthemakingofsuchRestricted Payment would in the good faith determination of the Issuer be permitted under the provisions of this Indenture, such Restricted Payment shall be deemed to have beenmade in compliance withthis Indenture notwithstandinganysubsequentadjustmentsmadeingoodfaithtotheIssuer’sfinancialstatementsforany period.

Section4.06    LimitationonLiens.

No Company Party shall create, incur, assume or permit to exist any Lien on any Collateral now ownedorhereafteracquiredbyit,orassignorsellanyincomeorrevenues(includingaccountsreceivable) or rights in respect of any thereof, in each case, except Permitted Liens.

With respect to any Lien securing Debt that was permitted to secure such Debt at the time of the incurrence of such Debt, such Lien shall also be permitted to secure any Increased Amount of such Debt. The “Increased Amount” of any Debt shall mean any increase in the amount of such Debt in connection withanyaccrualofinterest,theaccretionofaccretedvalue,theamortizationoforiginalissuediscount,the paymentofinterestintheformofadditionalDebtwiththesameterms,accretionoforiginalissuediscount or liquidation preference and increasesintheamountof Debtoutstanding solely as a result offluctuations in the exchange rate of currencies or increases in the value of property securing Debt.

Section4.07    [Reserved].

Section4.08    [Reserved].

Section4.09    Reports.

(a)TheIssuershallfurnishtotheTrusteeandtheHolders:

(1)Within sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year beginning with the Fiscal Quarter ending September 30, 2026 (provided that the quarterly reports for the Fiscal Quarters ending September 30, 2026, March 31, 2027 and June30,2027 shallbe furnishedwithin seventy-five (75) days after the end of the Fiscal Quarter), the unaudited consolidated balance sheetoftheIssuerasattheendofsuchFiscalQuarterandtherelatedconsolidated unauditedstatements of operations,members’ equityand cashflows of the Issuer

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for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter.

(2)(i) Within one hundred twenty (120) days after the end of each Fiscal Year beginning with the Fiscal Year ending December 31, 2026(provided that the annual report for the Fiscal Year ending on or about December 31, 2026 shall be furnished within one hundred fifty (150) days after the end of such Fiscal Year), theauditedconsolidatedfinancialstatementsoftheIssuer,togetherwiththerelated balance sheet,statements of operations,members’ equityandcash flows for such Fiscal Year; and (ii) with respect to such financial statements referred to in the foregoing clause (i), a report thereon of any independent auditors of recognized national standingselectedby the Issuer in good faith; provided, however,that the information required pursuant to this clause (2) for the Fiscal Year ending December31,2026maybeunauditedandneednotincludeareportthereonofany independent auditor.

(3)TheIssueroraparentoftheIssuershallparticipateinatelephonicmeeting(which shallincludeadiscussionofthestatusofthedevelopmentoftheProjectiftheFinal Commencement Date has not, as of such date, occurred) with the Holders within ten(10)BusinessDaysofdeliveringfinancialstatementspursuanttoclause(2)of this Section 4.09(a), to be held at such reasonable time as may be determined by theIssuer.TheIssueroraparentoftheIssuerwillprovidenoticetoHolders through the facilities of DTC, by issuing a press release to an internationally recognized wire service or by posting a notice on a website (which may be non-publicandmaybepassword-protected)hostedbytheIssuerorbyathirdparty,in eachcase,atleastthree(3)Business Dayspriortothedateoftheconferencecall, announcing the time and date of such conference call and either including all information necessary to access the call or directing Holders to the appropriate contact at the Issuer to obtain such information.

(4)Within fifteen (15) Business Days of the date on which a Lease Guarantor is required to report its Tangible Net Worth to the Issuer pursuant to any Lease Guarantee,(i)inthecaseofeachfiscalyearofsuchLeaseGuarantor,theTangible NetWorthamountofsuchLeaseGuarantorand(ii)inthecaseofeachotherfiscal quarterof suchLease Guarantor,a confirmationreportthat suchLease Guarantor satisfies the Tangible Net Worth requirements pursuant to the Lease Guarantee.

(b)The Issuer will be deemed to have satisfied its obligation to deliver information under clauses(a)(1),(2)and(4)ofthisSection4.09ifsuchinformationisfiledorfurnishedwiththeSECbyany Person for public availability or is posted on a website (which may be non-public and may be password-protected)hostedbytheIssuerorbyathirdparty,ineachcasewithintheapplicabletimeperiodsspecified above. The Issuer will make such information readily available to any bona fide prospective investor, any securities analyst (to the extent providing analysis of investment in the Notes) or any market maker in the Notes who agrees to treat such information as confidential; provided that the Issuer shall post such informationthereon and make readily available any password or other login information toany such bona fide prospective investor, securitiesanalyst ormarketmaker; provided, however,that the Issuermay deny access to any information or reports otherwise to be provided pursuant to this Section 4.09to any such Holder, beneficial owner, bona fide prospective investor, securities analyst or market maker that is a competitor or to the extent that the Issuer determines in its sole discretion that the provision of such

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informationtosuchPersonmaybeharmfultotheIssueroranyofitsAffiliates;provided,further,thatsuch Holders, beneficial owners, bona fide prospective investors, securities analysts and market makers shall agree to (A) treat all such reports (and information contained therein) as confidential, (B) not to use such reports (and the information contained therein) for any purpose other than their investment or potential investment in the Notes and (C) not publicly disclose any such reports (and the information contained therein).TheIssuerwillalsobedeemedtohavesatisfieditsobligationtodeliverinformationunderSection4.09(a)(1), under Section 4.09(a)(2)and under Section 4.09(a)(4)as a result of any of its parents having providedsuchinformationwithrespecttosuchparentinaccordancewiththetimeperiodsabove;provided that the Issuer furnishesto the Trustee andthe Holdersby posting on a website (whichmay be non-public and may be password-protected) hosted by the Issuer or by a third party, either (A) an unaudited reconciliation of the Issuer’s unaudited consolidated balance sheet and related unaudited consolidated statement of operations (but not statements of members’ equity and cash flows), explaining in reasonable detail the differences between the information relating to such parent and its subsidiaries included therein on the one hand, and the corresponding information with respect to the Issuer and its Subsidiaries, on a standalonebasis,ontheotherhandor(B)unauditedselectedfinancialmetrics(asdeterminedintheIssuer’s solediscretion)from the Issuer’sunauditedconsolidatedbalance sheet andrelatedunauditedconsolidated statement of operations (but not statements of members’ equity and cash flows) that show in reasonable detail the financial condition and results of operations of the Issuer and its Subsidiaries on a standalone basis. The Issuer will be deemed to have satisfied its obligation to conduct telephonic meetings under Section 4.09(a)(3)as a result of any of its parents having conducted such meeting in accordance with the time periods above.

(c)TotheextentthatanyinformationrequiredbythisSection4.09isnotdeliveredtoHolders withintheapplicabletimeperiodsspecifiedaboveandsuchinformationissubsequentlydelivered,the Issuer will be deemed to have satisfied its obligations under this Section 4.09with respect to such informationandanydefaultorEventofDefaultwithrespecttheretowillbedeemedtohavebeencuredand any acceleration of the Notes resulting therefrom will be deemed to have been rescinded so long as such rescission would not conflict with any applicable judgment or decree.

(d)In addition, the Issuer agrees that, for so long as any Notes remain outstanding, if at any time the Issuer is not required to file with the SEC the reports referred to in the preceding paragraphs, it will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

(e)To the extent any such reports, information and documents are delivered to the Trustee, suchdeliveryisforinformationalpurposesonlyandtheTrustee’sreceiptofsuchwillnotconstituteactual or constructive notice of any information contained therein or determinable from information contained therein,includingcompliancebytheCompanyPartieswithanyoftheircovenantsunderthisIndenture(as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).The Trustee shall have no duty to review or analyze reports delivered under this provision.The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, any Person’s compliance with the covenants described above or with respectto anyreports or otherdocuments filed under thisIndenture.The Trustee shall have no obligation whatsoever to determine whether such information, documents or reports have beendeliveredasdescribedaboveorpostedonanywebsite,ortoparticipateinanyconferencecalls.Upon request of the Trustee, the Issuer shall provide the Trustee with copies of any information or documents posted to any non-public and/or password-protected website.

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Section4.10    [Reserved].

Section4.11    OffertoRepurchaseUponaChangeof Control.

(a)If a Change of Control Trigger Event occurs, unless a third party makes a Change of Control Offer or the Issuer has previously or substantially concurrently therewith delivered a redemption notice with respect to all the outstanding Notes as described in Section4.11(f), each Holder will have the right to require the Issuer to make an offer to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to a change of control offer (the “Change of Control Offer”) on the terms set forth in this Indenture.In the Change of Control Offer, the Issuerwillofferapayment(the“ChangeofControlPayment”)incashequalto101.000%oftheaggregate principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, on the Notes to, but excluding,thedateofpurchase,subjecttotherightsofHoldersontherelevantrecorddatetoreceiveinterest due on the relevant interest payment date.

(b)Within thirty (30) days following any Change of Control Trigger Event, the Issuer shall mail (or deliver electronically) a notice to each Holder describing the transaction or transactions that constitutetheChangeofControlandofferingtorepurchaseNotesonthedateforpaymentspecifiedinthe notice (the “Change of Control Payment Date”), which date will be no earlier than ten (10) days and no later than sixty (60) days from the date such notice is mailed or delivered, pursuant to the procedures required by this Indenture and described in such notice.The Issuer shall complywith the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent thoselawsandregulationsareapplicableinconnectionwiththeoffertorepurchasetheNotesasaresultof a Change of Control.To the extent that the provisionsof any securities laws, rules or regulations conflict with the provisions of this Section4.11, the Issuer shall comply with the applicable securities laws, rules and regulations, including Rule 14e-1 under the Exchange Act, and shall not be deemed to have breached itsobligationsunderthisSection4.11byvirtueofsuchcompliance.TheIssuermayrelyonanyno-action lettersissuedbytheSECindicatingthatthestaffoftheSECwillnotrecommendenforcementactioninthe event a tender offer satisfies certain conditions.

(c)OntheChangeofControlPaymentDate,theIssuershall,totheextentlawful:

(1)acceptforpaymentallNotesorportionsofNotesvalidlytenderedpursuanttothe ChangeofControlOffer;

(2)depositwiththePayingAgentanamountequaltotheChangeofControlPayment inrespectofallNotesorportionsofNotesvalidlytendered;and

(3)deliveror causeto be deliveredto the Trusteethe Notes validlytenderedtogether with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer.

The Paying Agent shall promptly deliver to each Holder of Notes validly tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notessurrendered,ifany;providedthateachnewNoteshallbeinaminimumprincipalamountof$2,000 or an integral multiple of $1,000 in excess thereof.The Issuer shall notify the Holders and the Trustee of theresultsoftheChangeofControlOfferonorassoonaspracticableaftertheChangeofControlPayment Date.

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(d)The provisions describedabovethat requirethe IssuertomakeaChange ofControl Offer followingaChangeofControlTriggerEventwillbeapplicablewhetherornotanyotherprovisionsofthis Indenture are applicable.

(e)Except as described above with respect to a Change of Control, this Indenture does not containprovisionsthatpermittheHolderstorequirethattheIssuermakeanoffertorepurchaseorredeem the Notes in the event of a takeover, recapitalization or similar transaction.

(f)The Issuer shall not be required to make a Change of Control Offer upon a Change of Control Trigger Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under the Change of Control Offer in accordance with the terms thereof, or (2) notice of redemption with respect to all outstanding Notes has been previously given or is concurrently given pursuant to Section3.03hereof, unless and until there is a default in payment of the applicable redemption price.A Change of Control Offer may be made in advance of a Change of Control Trigger Event, with the obligation to pay and the timing of payment conditioned upon the occurrence of a Change of Control Trigger Event, if a definitive agreement to effect a Change of Control is in place at the time the Change of Control Offer is made.

(g)A Change of Control Offer may be made at the same time as consents are solicited with respecttoanamendment,supplementorwaiverofanyoftheNotesDocuments(buttheChangeofControl Offermaynotconditiontendersonthedeliveryofsuchconsents).Inaddition,theIssueroranythirdparty thatismakingtheChangeofControlOffermay,subjecttoApplicableLaw,increasetheChangeofControl Payment being offered to Holders at any time in its sole discretion.

Section4.12    [Reserved].

Section4.13    AssetSalesandCasualtyEvents

(a)EachCompanyPartyshallnotconsummateanAssetSaleunless:

(1)the CompanyPartyreceives consideration(includingbywayofrelieffrom,or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, in connection with such Asset Sale) at the time of such Asset Sale at leastequaltotheFairMarketValue(measuredatthetimeofcontractuallyagreeing tosuchAssetSaleandasdeterminedingoodfaithbytheIssuer)oftheassetssold or otherwise disposed of; and

(2)except in the case of a Permitted Asset Swap, at least75.0% of any consideration in excess of $50.0 million received (or to be received) for such Asset Sale by the Company Parties is in the form of Cash or Cash Equivalents.

(b)Withinthreehundredsixtyfive(365)days(or,duringtheConstructionPeriod,withrespect totheNetCashProceedsofanyCasualtyEvent,thirty(30)days),orsuchlongerperiodasmayberequired tocomplywithApplicableLaworgovernmentalapprovals,afterthelaterof(A)thedateofanyAssetSale orCasualtyEventand(B)receiptofanyNetCashProceedsfromanyAssetSaleorCasualtyEvent,ineach

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casecovered bythis Section 4.13, the Company Parties, at their option,may apply an amount equal to the Net Cash Proceeds from such Asset Sale or Casualty Event:

(1)toprepay,repayorpurchaseormakeanoffertoprepay,repayorpurchase(A)the Notesand/or(B)anyotherDebtthatissecuredbyLiensontheCollateralonapari passubasiswiththeNotes(“PariPassuDebt”)onanogreaterthanproratabasis relative to the amount of any prepayment, repayment or purchase of the Notes pursuanttoclause(A)ortheamountofanyoffertorepurchasetheNotespursuant totheproceduresforanAssetSale/CasualtyEventOfferdescribedbelow(whether or not any Notes are tendered in such Asset Sale/Casualty Event Offer described below) or as otherwise permitted by the terms of such Pari Passu Debt; provided thattotheextenttheIssueroranySubsidiaryGuarantormakesanoffertoredeem, prepay, repay or purchase any Debt pursuant to this clause (1), to the extent the relevantcreditorsdonotacceptsuchoffering,theCompanyPartieswillbedeemed tohave applied anamountof applicable Net CashProceedsequal tosuchamount not so accepted in such offer, and such amount shall not increase the amount of Excess Proceeds (and such amount shall instead constitute Declined Asset Sale Proceeds);

(2)toinvestintheProjectoranyAdditionalProject(including,withoutlimitation,to (i) pay any construction costs related to the development of the Project or such AdditionalProject,(ii)acquire,maintain,develop,construct,improve,upgrade,or repair any asset used or useful for the Project or such Additional Project or (iii) make capital expenditures related to the Project or such Additional Project);

(3)toinvestinthebusinessofanyCompanyParty(including,withoutlimitation,to (i)acquire,maintain,develop,construct,improve,upgrade,orrepairanyassetused or useful in such business or to make any acquisition or other investment in a SimilarBusinessor(ii)makecapitalexpenditures)(providedthat,withrespect to Asset Sales, application of Net Cash Proceeds in accordance with this clause (3) will only be permitted after the conclusion of the Construction Period); or

(4)anycombinationoftheforegoing;

provided that, pending the final application of any such Net Cash Proceeds in accordance with clause (1), (2), (3) or (4) above, the Company Parties may temporarily reduce Debt or otherwise invest such Net Cash Proceeds in any manner not prohibited by this Indenture; provided, further, that in the case of clause (2), a binding commitment shall be treated as a permitted application of the Net Cash Proceeds from the date of such commitment so long as any Company Party enters intosuchcommitmentwiththegoodfaithexpectationthatsuchNetCashProceedswillbeapplied to satisfy such commitment within one hundred eighty (180) days after such 365-day period (an “Acceptable Commitment”), it being understood that if an Acceptable Commitment is later cancelled or terminated for any reason before such Net Cash Proceeds are applied, then all such Net Cash Proceeds not so applied shall constitute Excess Proceeds (as defined below), unless any CompanyPartyentersintoanotherAcceptableCommitmentwithinonehundredeighty(180)days of such cancellation or termination (a “Second Commitment”) and such Net Cash Proceeds are actuallyappliedinsuchmannerwithinonehundredeighty(180)daysfromthedateoftheSecond Commitment; provided, further, that if any Second Commitment is later cancelled or terminated

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for any reason before such Net Cash Proceeds are applied, then such Net Cash Proceeds shall constitute Excess Proceeds.

(c)AnyNetCashProceedsfromtheAssetSaleorCasualtyEventcoveredbythisSection4.13thatarenotinvestedorappliedasprovidedandwithinthetimeperiodsetforthinthisSection4.13willbe deemed to constitute “Excess Proceeds”. No later than twenty (20) Business Days after the date that the aggregate amount of Excess Proceeds exceeds $15.0 million, the Issuer shall make an offer to all Holders oftheNotes(an“AssetSale/CasualtyEventOffer”)and,ifrequiredorpermittedbythetermsofanyother Pari Passu Debt or to the extent the assets disposed of in the Asset Sale were not Collateral, on a pro rata basis to the holders of such Pari Passu Debt, to purchase the maximum aggregate principal amount of the Notes and such Pari PassuDebt that may be purchased out of the Excess Proceeds at an offer price, inthe caseoftheNotesonly,incashinanamountequalto100.000%oftheprincipalamountthereof,plusaccrued and unpaid interest, if any, to, but excluding the date fixed for the repurchase of such Notes pursuant to such offer, in accordance with the procedures set forth in this Indenture and, if applicable, the documents governingsuchPariPassuDebt.TheIssuerwillcommenceanAssetSale/CasualtyEventOfferbysending thenoticerequiredpursuanttothetermsofthisIndenture,withacopytotheTrustee.TheIssuermaysatisfy the foregoing obligation with respect to such Net Cash Proceeds from an Asset Sale or Casualty Event by making an Asset Sale/Casualty Event Offer in advance of being required to do so by this Indenture (an “Advance Offer”) with respect to all or part of the available Net Cash Proceeds arising in respect of such Asset Sale or Casualty Event (the “Advance Portion”). Any Advance Offer may be modified, withdrawn, or superseded by the Issuer prior to acceptance to the extent permitted by Applicable Law.An Asset Sale/Casualty Event Offer or Advance Offer may be made at the same time as consents are solicited with respecttoanamendment,supplementorwaiverofthisIndenture,theNotes,SubsidiaryGuaranteesand/or SecurityAgreement(buttheAssetSale/CasualtyEventOfferorAdvanceOffermaynotconditiontenders on the delivery of such consents).

(d)To the extent that the aggregate principal amount of Notes tendered pursuant to an Asset Sale/CasualtyEventOfferislessthantheExcessProceeds(or,inthecaseofanAdvanceOffer,theAdvance Portion)(anysuchremainingExcessProceeds,the“DeclinedAssetSaleProceeds”),theCompanyParties mayusesuchDeclinedAssetSaleProceedsinanymannernotprohibitedbythisIndenture.Iftheaggregate principalamountofNotestenderedpursuanttoanAssetSale/CasualtyEventOfferexceedstheamountof ExcessProceeds(or,inthecaseofanAdvanceOffer,theAdvancePortion),theIssuershallselecttheNotes (subject to applicable DTCprocedures as to global notes), to be purchased or repaid on a pro rata basis to theextentpracticablebasedontheaggregateprincipalamountoftheNotes,withadjustmentsasnecessary so that no Notes will be repurchased in an unauthorized denomination; provided, that no Notes of $2,000 or less shall be repurchased in part. Upon completion of any such Asset Sale/Casualty Event Offer, the amount of Excess Proceeds shall be reset at zero (regardless of whether there are any remaining Excess Proceeds upon such completion), and in the case of an Advance Offer, the Advance Portion shall be excluded in subsequent calculations of Excess Proceeds.

(e)Notwithstanding anything to the contrary herein, in no event shall any Company Party consummateanAssetSaleoforwithrespecttoanymaterialportionoftheBuildingoranymaterialportion of the Real Estate Assets related thereto except as otherwise permitted by the provisions of this Indenture (itbeingunderstoodthattheforegoinglimitationshallnotapplytoanyotherbuildingsorRealEstateAssets (includingbuildings(otherthantheBuilding)orRealEstateAssets(otherthanRealEstateAssetsrelating to the Building) used in connection with any Additional Project)).

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(f)For purposes of this Section 4.13(and no other provision), the following shall be deemed to be cash or Cash Equivalents:

(1)anyliabilities(asshownonthe Issuer’smostrecentconsolidatedbalancesheetor in the footnotes thereto) of the Company Parties, other than contingent liabilities andliabilitiesthatarebytheirtermssubordinatedinrightofpaymenttotheNotes, thatareassumedbythetransfereeofanysuchassetsandforwhichanyCompany Party has been validly released by all creditors in writing;

(2)any securities, notes or other obligations received by any Company Party from such transfereethat are converted into cash within one hundred eighty (180) days ofthereceiptofsuchsecurities,notesorotherobligations,totheextentofthecash received in that conversion;

(3)(A)anystockorassetsacquiredinconnectionwithareinvestmentoftheNetCash Proceedstoacquire(x)allorsubstantiallyalloftheassetsof,oranyCapitalStock of, another Person engaged primarily in a Similar Business, if, after giving effect to any such acquisition of Capital Stock, such Person is or becomes a Company Partyand(y)otherassets(thatarenotinventoryorworkingcapitalunlessthesold assets were inventory or working capital) that are used or useful in a Similar Business,and(B) any stock orassetsasdescribedinthe precedingclauses (A)(x) and (A)(y) acquired in exchange for the assets being disposed of pursuant to the respective Asset Sale; and

(4)any Designated Noncash Consideration received by a Company Party in such Asset Sale having an aggregate Fair Market Value not to exceed $30.0 million at the time of the receipt of such Designated Noncash Consideration, with the Fair MarketValueofeachitemofDesignatedNoncashConsiderationbeingmeasured ingoodfaithatthetimereceivedbysuchCompanyPartyandwithoutgivingeffect to subsequent changes in value.

(g)The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and anyothersecuritieslawsandregulationsthereundertotheextentsuchlawsorregulationsareapplicablein connectionwiththerepurchaseoftheNotespursuanttoanAssetSale/CasualtyEventOffer.Totheextent that the provisions of any securities laws or regulations conflict with this Section 4.13, the Issuer will complywiththeapplicablesecuritieslawsandregulationsandshallnotbedeemedtohavebreachedits obligations under this Section 4.13in any respect by virtue of such compliance.The Issuer may rely on anyno-actionlettersissuedbytheSECindicatingthatthestaffoftheSECwillnotrecommendenforcement action in the event a tender offer satisfies certain conditions.

Section4.14[Reserved].

Section4.15    [Reserved].

Section4.16    [Reserved].

Section4.17    Partnerships;FormationofSubsidiaries

NoCompanyPartyshall,aftertheIssueDate,(i)becomeageneralpartnerinanygeneralorlimited partnership or Joint Venture, (ii) acquire any Subsidiary or (iii) organize any Subsidiary (other than as

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providedbythelastparagraphofSection4.19).TotheextentanynewSubsidiaryisformedinaccordance with the last paragraph of Section 4.19, the Issuer shall take, or cause to be taken, all such actions as are required to obtain the Rating Agency Confirmation contemplated by such paragraph, including, if applicable, to (x) cause such Subsidiary to be a Company Party for all purposes of this Indenture and the other Notes Documents and/or (y) cause such Subsidiary to (A) execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary shall unconditionally guarantee the Notes ObligationsandthisIndentureonthetermssetforthinthisIndenture,(B)topledgesuchSubsidiary’sassets (other than Excluded Property) as Collateral, and/or (C) cause an opinion of counsel (which may contain assumptions as to due authorization, execution and delivery and contain customary exceptions) to be executed and delivered to the Trustee that such supplemental indenture constitutes a legal, valid, binding and enforceable obligation of such Subsidiary (and thereafter, such Subsidiary shall be a Subsidiary GuarantorforallpurposesofthisIndentureuntilreleasedfromitsSubsidiaryGuaranteeinaccordancewith the provisions of this Indenture).

Section4.18    TransactionswithAffiliates

No Company Party will make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction,contract,agreement,understanding,loan,advanceorguaranteewithanyAffiliateoftheIssuer (eachoftheforegoing,an“AffiliateTransaction”)involvingaggregatepaymentsorconsiderationinexcess of(atthetimeoftherelevanttransaction)$15.0million,unlesssuchAffiliateTransactionisonterms,taken asawhole,that arenot materiallylessfavorabletoallof the CompanyPartiestakenasawholethanthose that would have been obtained in a comparable transaction by such Company Parties with an unrelated Persononanarm’s-lengthbasis,orsuchAffiliateTransactionisotherwisefairtosuchCompanyPartyfrom afinancialpointofview,asdeterminedingoodfaithbytheIssuerandwhensuchtransactionisconsidered in its entirety.

Theforegoingprovisionsshallnotapplytothefollowing:

(1)reasonablefees and compensationpaidtoandindemnities providedfororonbehalf ofall officers, directors, members of management, managers, employees, members, partners, consultantsorindependentcontractorsofanyCompanyParty,aswellascompensationto Affiliates in connection with financial advisory, consulting, financing, underwriting or placement services or in respect of other investment banking activities and other transactionfees,includinginconnectionwithanyacquisitionsordivestitures,ineachcase as determined in good faith by such Company Party’s Board of Directors or senior management;

(2)(a) Restricted Payments, (b) Permitted Investments and (c) any other transaction or arrangement made in accordance with the terms of this Indenture;

(3)paymentsbyanyCompanyPartytoreimburseanyofitsAffiliatesfortheirreasonableout-of-pocket expenses, and to indemnify them, pursuant to the terms of their respective Organizational Documents;

(4)theTransactionDocumentsineffectontheIssueDateorthatarecontemplatedbytheIssue DateBudgetenteredintobyanyCompanyPartywithanyoneormoreofitsAffiliates,and ineachcasethetransactionsexpresslycontemplatedthereby,andanyReplacementProject Contracts in respect thereof (provided that such Replacement Project Contracts are not

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materiallylessfavorabletoanyCompanyPartiespartytheretothantheProjectDocuments they replace as determined by the Issuer in good faith), and any Additional Transaction Documents;

(5)sales or issuances of Capital Stock to Affiliates of the Issuer which are otherwise not restricted by this Indenture or the other Notes Documents;

(6)transactionswithcustomers,clients,franchisees,suppliersorpurchasersorsellersofgoods or services, or transactions otherwise relatingtothe purchase or sale of goods or services, ineachcase,intheordinarycourseofbusinessandotherwiseincompliancewiththeterms ofthisIndenture,whicharefairtosuchCompanyParty(asdeterminedingoodfaithbythe Issuer), or are on terms at least as favorable, in all material respects, as might reasonably havebeenobtainedatsuchtimefromanunaffiliatedparty(asdeterminedingoodfaithby the Issuer);

(7)the entering into of any Tax sharing agreement or arrangement (or any payments made thereunder)totheextentpaymentsundersuchagreementorarrangementwouldotherwise be permitted pursuant to Section 4.05(b)(1)(collectively, “Income Tax Sharing Agreements”);

(8)anycontributiontothecapitaloftheCompanyParties;

(9)any subscription agreement or similar agreement pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights with current or former officers, directors,membersofmanagement,managers,employees,members,partners,consultants or independent contractors;

(10)transactionsandcontractsinexistenceontheIssueDateorcontemplatedbytheIssueDate Budget and any amendment, modification, extension or replacement thereof to the extent such amendment, modification, extension or replacement, taken as a whole, is not materially adverse to the Holders than the relevant transaction in existence on the Issue Date or contemplated by the Issue Date Budget, in each case as determined in the good faith judgment of the Issuer;

(11)the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, members of the Board of Directors, officers, employees, members ofmanagement,managers,members,partners,consultantsandindependentcontractors of the Company Parties;

(12)any transaction between or among any Company Party and/or one or more Joint Ventures withrespecttowhichanyCompanyPartyholdsEquityInterests(oranyentitythatbecomes a Company Party or a joint venture, as applicable, as a result of such transaction) to theextent not prohibited by this Indenture;

(13)any transaction in which a Company Party delivers to the Trustee a letter from an IndependentFinancialAdvisorstatingthatsuchtransactionisfairtotherelevantCompany Party from a financial point of view or stating that the terms are not materially less favorable,whentakenasawhole,totheCompanyPartiesthanthosethatwouldhavebeen obtained in a comparable transaction by the Company Party with an unrelated Person on an arm’s length basis;

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(14)Affiliate purchases of the Notes to the extent not prohibited under this Indenture, and the payments and other related transactions in respect thereof (including any payment of out-of-pocket expenses incurred by such Affiliate in connection therewith);

(15)transactionsandcontractsenteredintoinconnectionwiththeissuanceoftheNotesorany Additional Project Debt, and, in each case, any amendment, modification, extension or replacement thereof not prohibited by this Indenture;

(16)any lease entered into between any Company Party, on the one hand, and any Affiliate of the Issuer, on the other hand, whichis approved bytheBoard of Directors ofthe Issuer or an authorized committee orrepresentative thereof or isentered into inthe ordinary course of business;

(17)transactions between any Company Party and any other Person that would constitute an Affiliate solely because a director of such other Person is also a director of the Issuer; provided,however,thatsuchdirectorabstainsfromvotingasadirectoroftheIssueronany matter including such other Person;

(18)any transition services arrangement, supply arrangement or similar arrangement entered into in connection with or in contemplation of the disposition of assets or Equity Interests inanyCompanyPartynotprohibitedbySection4.13orenteredintointheordinarycourse of business,in eachcase, that the Board of Directors ofthe Issuerdeterminesiseitherfair totheIssuerorotherwiseoncustomarytermsforsuchtypeofarrangementsinconnection with similar transactions;

(19)[reserved];

(20)paymentstoandfrom,andtransactionswith,anyJointVenturesenteredintointheordinary course of business, or consistent with industry norm (including any cash management activities related thereto);

(21)transactionsundertakeningoodfaith(ascertifiedbyaresponsiblefinancialoraccounting officer of the Issuer in an Officer’s Certificate) for the purposes of improving the consolidated tax efficiency of the Issuer and its Subsidiaries and not for the purpose of circumventinganycovenantsetforthinthisIndenture;providedthat,aftergivingeffectto anysuchtransaction,thesecurityinterestoftheCollateralAgentintheCollateral,takenas a whole, is not materially impaired;

(22)any transaction in connection with the release of any property from the Collateral not prohibited by this Indenture and other Notes Documents;

(23)any agreement, contract or transaction in connection with, or related to: any Excess Property; the operation, development, management or similar servicing of the Project or any Additional Project and the payment of any operation, development, management or similar fees; the delivery of water or other resources to the Project or any Additional Project, whether through the purchase and sale of such property or the rights to such property; transactions for the benefit of the Project, any Additional Project or the Project Site, including the acquisition, purchase or other use of network and/or fiber services; the purchase of any real property (including the equity interests of any Person that owns such real property); the delivery, sale and purchase of electricity, other power or other utilities

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to the Project, any Additional Project or the Project Site, including such delivery that is temporaryor that arises from a behind-the-meter solution; the master planning of the data centercampusinwhichtheProjectoranyAdditionalProjectissituatedandanyagreements related thereto, including, without limitation, any declaration, reciprocal easement, condominium association, or other agreement; any equipment, including any equipment usedtodeliverpowertothepropertythatisinadditiontothepowerprovidedbyanypower provider; the provision of any services related to equipment used in connection with the Project,anyAdditionalProjectortheProjectSite;andthesaleorpurchaseofanyproducts, componentsorotherpropertythatisusedinconnectionwiththeProjectoranyAdditional Project;

(24)[reserved];

(25)any sale, lease, sale and leaseback, assignment, conveyance, license, transfer or other disposition, and any other agreement, contract or transaction, in each case in connection withanySharedFacilitiesArrangementthatiseffectedpursuanttoandsubjecttoaShared Facilities Agreement;

(26)transactions contemplated by or permitted pursuant to the Project Documents and any Additional Project Documents, and any amendments or modifications to any Project Documents(includinganychangeordersthereunder)totheextentpermittedunderSection

4.21andanyamendmentsormodificationstoanyAdditionalProjectDocuments;and

(27)any contribution by Parent or any Affiliate of the Company Parties of assets or properties to the Company Parties, whether for the purpose of assisting in the construction, development, operation, or maintenance of the Project or any Additional Project or otherwise, together with any related transfer documentation or agreements executed in connection with such contribution.

IfanyCompanyParties(i)purchaseorotherwiseacquireassetsorpropertiesfromaPersonthatis notanAffiliate,thepurchaseoracquisitionbyanAffiliateoftheCompanyPartiesofaninterestinallora portion of the assets or properties acquired shall not be deemed an Affiliate Transaction (or cause such purchase or acquisition by the Company Parties to be deemed an Affiliate Transaction) or (ii) sell or otherwise dispose of assets or other properties to a Person who is not an Affiliate, the sale or other dispositionbyanAffiliateoftheCompanyPartiesofaninterestinalloraportionoftheassetsorproperties soldshall not bedeemedanAffiliate Transaction (or cause such sale or other dispositionby the Company Parties to be deemed an Affiliate Transaction).

Section4.19    SpecialPurposeEntity

The Issuer and any Subsidiary Guarantor shall not, and HoldCo shall not permit the Issuer or any Subsidiary Guarantor to:

(a)engageinanybusinessoractivityotherthan(i)thedevelopmentandoperationofthe Projectand any Additional Projects, (ii)the transfer and pledge of Collateral pursuant to the terms of the Notes Documents and the Collateral Documents and the transfer and pledge of any collateral pursuant to the terms of any Additional Transaction Documents, (iii)the entry into and the performance under the Transaction Documents to which it is a party and any Additional Transaction Documents to which it is a party, including, in each case, any customary agreements relating to the financing of the Project or any

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AdditionalProject,(iv)theassignment,transfer,subdivision,conveyance,leasing,licensing,encumbering orotherwiseutilization,commercialization,exploitationordispositioninanyway,fromtimetotime,ofall oranyportionoftheExcessPropertyintheIssuer’sorsuchSubsidiaryGuarantor’ssolediscretion,(v)the entry into and performance of any Shared Facilities Agreement, and any other agreement, contract or transactioninconnectionwithanySharedFacilitiesArrangementthatiseffectedpursuanttoandsubjectto aSharedFacilitiesAgreement,and(vi)suchotheractivitiesasarereasonablyrelated,ancillary,incidental or complementary thereto or otherwise not prohibited by this Indenture;

(b)acquireorownanymaterialassetsotherthan(i)anyassetsownedasoftheIssueDate,(ii) the Project, any Additional Projects, any Shared Facilities and any Excess Property, (iii) any incidental propertyasmaybenecessaryordesirableforthedevelopmentandoperationoftheProject,anyAdditional Projects, any Shared Facilities and any Excess Property, (iv) the Equity Interests of the Company Parties or any other Subsidiary of the Issuer, (v) rights under the Transaction Documents and any Additional Transaction Documents, (vi) Cash, Cash Equivalents and deposit and securities accounts and (vii) such other assets which are reasonably related, ancillary, incidental or complementary thereto;

(c)except as not prohibited by the Notes Documents (i) merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or (ii) change its legal structure, or jurisdiction of incorporation;

(d)[reserved];

(e)(i) form, acquire or own any Subsidiary other than in connection with an Additional Project,(ii)own any EquityInterestsinanyotherentity, ormakeany Investmentinany Person otherthan totheextentnototherwiseprohibitedhereunder(includingtotheextentpermittedpursuanttoSection4.05);

(f)without limiting the ability to make payments or consummate any transactions not prohibited to be made under, or otherwise comply with its obligations under or in connection with, the Transaction Documents, any Additional Transaction Documents or any Shared Facilities Agreement, commingle its assets with the assets of any of its Affiliates, or of any other Person other than a Company Party;

(g)enterintoanycontractoragreementwithanyPerson(otherthananother CompanyParty), (i) except as otherwise not prohibited under the Notes Documents or any Collateral Documents, (ii) the TransactionDocuments,anyAdditionalTransactionDocuments,anySharedFacilitiesAgreement,andany other agreement, contract or transaction in connection with any Shared Facilities Arrangement that is effected pursuant to and subject to a Shared Facilities Agreement, in each case, to which it is a party, including,anycustomaryagreementsrelatingtothefinancingoftheProjectoranyAdditionalProject, (iii)organizationaldocuments,and(iv)contractsoragreementsthatareupontermsandconditionsthatare commerciallyreasonableandsubstantiallysimilartothosethatwouldbeavailableatsuchtimeonanarm’s-length basis with third parties other than such Person (as determined by the Issuer in good faith);

(h)except as otherwise permitted hereunder, including as set forth under Section 4.09, fail to maintainitsrecords,booksofaccountandbankaccountsseparateandapartfromthoseofanyotherPerson or fail to maintain separate financial statements showing its assets and liabilities separate and apart from those of any other Person;

(i)fail to use commercially reasonable efforts to correct promptly any material known misunderstandingsregardingtheseparateidentitiesoftheIssuer,ontheonehand,andanyAffiliateorany principal thereof or any other Person, on the other hand;

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(j)except as not prohibited by the Notes Documents (including pursuant to Section 4.04), guarantee, become obligated for, or hold itself out to be responsible for the Debt of another Person;

(k)fail, in anymaterial respect, either to holditself out tothe public asa legal entityseparate and distinct from any other Person or to conduct its business, solely in its own name in order not (i) to misleadothersastotheidentityofthePersonwithwhichsuchotherpartyistransactingbusiness,or(ii)to suggest that it is responsible for the Debt of any third party (including any of its principals or Affiliates (other than as contemplated or permitted pursuant to the Transaction Documents and any Additional Transaction Documents));

(l)fail, to the extent of its own funds (taking into account the requirements in the Notes Documents and any Additional Project Debt), to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations;

(m)without limiting the appointment of officers, maintain, hire or employ any individuals as employees;

(n)acquire the obligations or securities issued by its Affiliates or members (other than a Company Party or any of their Subsidiaries) or as not prohibited under the Notes Documents;

(o)pledge all or any portion of the Collateral to secure the obligations of any other Person, except as not prohibited by the Notes Documents;

(p)execute any real estate lease or incur any Additional Project Debt in respect of any Additional Project; or

(q)withouttheconsentofamemberoftheBoardofDirectorsoftheIssuerthatisindependent fromtheParent,(i)instituteproceedingstobeadjudicatedbankruptorinsolvent,(ii)instituteorconsentto the institution of bankruptcy or insolvency proceedings against it, (iii) file a petition seeking or consent to reorganization or relief under any applicable federal or state law related to bankruptcy or insolvency, (iv) seek or consent to the appointment of a receiver, liquidator, provisional liquidator, assignee, trustee, sequestrator,collateralagentoranysimilarofficialfortheIssuer,(v)makeanygeneralassignmentforthe benefitoftheIssuer’screditors,(vi)admitinwritingitsinabilitytopayitsdebtsgenerallyastheybecome due, or (vii) take any corporate action to approve any of the foregoing.

Notwithstanding the foregoing, this Section 4.19shall not restrict any activity by the Company Parties; provided that the Issuer obtains a Rating Agency Confirmation prior to or concurrently with engaging in such activity.

Section4.20    HoldCoNegativeCovenant.

HoldCo will (a) not create,incur, assume orpermittoexist any Lienon anyofthe Equity Interestsissued by the Issuer and held by HoldCo other than(i) Liens created under the Notes Documents and (ii) Liens not prohibited pursuant to Section 4.06(with Holdco being deemed, solely for purposes of this Section 4.20, to be subject to such covenant as if it were the Issuer), and (b) use commercially reasonable efforts topreserve, renew and keepin full forceand effect its legal existence;provided, that so longas noEvent ofDefaulthas occurred andiscontinuing or would resulttherefrom, HoldComaymerge with any other person (and if it is not the survivor of such merger, the survivor shall assume HoldCo’s obligations, as applicable, under the Notes Documents).

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Section4.21    NoModificationofDataCenterLeaseorOrganizationalDocuments.

(a)No Company Party shall terminate or materially and adversely amend the Data Center Lease or the Lease Guarantee, and the Issuer shall not materially and adversely amend its organizational documents, in each case except (i) in the case of the Data Center Lease or the Lease Guarantee, for any termination for cause, or any amendment in lieu of such termination (in each case, as determined by the Issueringoodfaith),(ii)withtheconsentoftheHoldersofamajorityinaggregateprincipalamountofthe Notes of such series then outstanding, (iii) as required by Applicable Law or by any Governmental Authority, (iv) in the case of the Data Center Lease or the Lease Guarantee, subject to the immediately succeeding paragraph, any assumption, transfer or novation thereof pursuant to the terms of the Project Documents (including by the Lease Guarantor or any of its Affiliates), (v) if the Issuer obtains a Rating AgencyConfirmationaftergivingeffecttoanysuchamendmentand(vi)anyextensionofdatesbyaperiod not greater than six months (it being understood that none of the foregoing clauses (i) through (vi) shall prejudice whether any change is material and adverse).

(b)The Issuer shall not consent, pursuant to Section 8.2 of the Data Center Lease, to any proposed “Transfer” (as defined in the Data Center Lease) in the form of an assignment unless, in connection therewith, either (i) the then-current “Tenant Guarantor” under the Data Center Lease and the Lease Guarantee remains liable as “Tenant Guarantor” under such agreements or (ii) in addition to the tangible net worth requirement set forth in Section 8.2 of the Data Center Lease, the replacement “Tenant Guarantor” is, as of the date of such replacement, of substantially similar (or better) credit quality as the “Tenant Guarantor” under the Data Center Lease and the Lease Guarantee immediately prior to such Transfer (as determined by the Issuer in good faith).

(c)Notwithstanding anything to the contrary herein, the Company Parties may amend or supplement the Data Center Lease or the Lease Guarantee, and the Issuer may amend or supplement its organizational documents, in any manner that is not materially adverse to the interests of the Holders (as determined by the Issuer in good faith) without the consent of any Holder.

(d)Notwithstanding anything to the contrary in this Indenture or any other Notes Document or any Transaction Document, (i) the amendment, restatement or modification of any of the Project Documents or any of the Issuer’s organizational documents shall be permitted at any time to facilitate (in the good faith determination of the Issuer) any Shared Facility Arrangement or Additional Project not prohibited by this Indenture (including in connection with the incurrence of Additional Project Debt in connection therewith) on terms that are not materially less favorable to the Holders of the Notes (as determined by the Issuer in good faith, and it being understood and agreed that (x) the incurrence of Additional Project Debt shall not,in itself, be considered adverse to the interest of the Holders and (y) the utilization of Excess Property shall not be considered adverse to the interests of the Holders) and (ii) the Company Parties may take all actions as may be necessary or advisable (as determined by the Issuer in good faith), including amending or terminating and replacing any Transaction Document or any of the Issuer’s organizational documents, to facilitate the foregoing.

Section4.22    DebtServiceReserveAccount

The Issuer shall establish and fund or cause to be funded on the Issue Date and shall on each Payment DatecausetheDebt Service Reserve Accountto befunded sothatit contains(aftergivingeffect toallpaymentsofDebtServicedueonsuchPaymentDate),abalanceinanamountnotlessthantheDebt ServiceReserveRequiredAmount;provided,thatifaDataCenterLeaseTerminationEventhasoccurred, the Issuer shallnotbe required toreplenishtheDebtServiceReserve Account untilthe earlier tooccurof

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(1)aData Center Lease TerminationEvent of Defaultand (2) thefifteenth(15th)Business Dayfollowing the entry into a Qualifying Data Center Lease.

Section4.23    ProjectAccounts;CashWaterfall

(a)The Issuer shall establish the following accounts in the name of the Issuer and/or one or moreSubsidiaryGuarantors,asapplicable(the“ProjectAccounts”),andmaintainsuchaccountsatalltimes after the establishment thereof, in accordance with the terms hereof (and, for the avoidance of doubt, any single Project Accountthatisrequired pursuanttothisIndenturemay be in the form of multipleaccounts, and any Project Account may be an account of either the Issuer or a Subsidiary Guarantor):

(1)anaccountdesignatedasthe“NotesProceedsAccount”whichshallbefundedwith thenetproceedsfromtheofferingoftheInitialNotes(otherthantotheextentused tofundtheDebtServiceReserveAccountandtomakepaymentsinrespectofthe Notes) willbedepositedbytheIssuerontheIssueDate, which netproceedsshall be used (i) prior to the Final Commencement Date, to fund the construction and other expenses of the Project or any Additional Project, including the payment of Debt Service in respect of the Notes, any operating expenses and the making of any Restricted Payments not prohibited by Section 4.05, and (ii) after the Final CommencementDate,foranypurposenotprohibitedbythisIndenture(the“Notes Proceeds Account”);

(2)an account designated as the “Revenue Account”, which shall be funded with the proceedsofallrevenues,payments,cashandproceedsgeneratedfromtheProject (other than any Data Center Lease Termination Fee and any amounts received in respectofanyExcludedProperty),ineachcasethatarereceivedbytheIssuerand any Subsidiary Guarantors that are not required or permitted to be deposited into another Project Account pursuant to this Indenture, in each case other than to the extent such amounts are permitted to be released from the Revenue Account pursuant to this Indenture (the “Revenue Account”). Funds deposited in the RevenueAccountshallberequiredtobeutilizedinorderofpriorityassetforthin Section 4.23(g);

(3)an account designated as the “Debt Service Reserve Account”, which shall be fundedinaccordancewithSection4.22(the“DebtServiceReserveAccount”).The Debt Service Reserve Required Amount may be funded, in addition to funds transferred from the Revenue Account, using any combination of cash, Cash Equivalents,GovernmentSecurities,equitycontributionproceeds,lettersofcredit and proceeds of Additional Notes or other Debt. Amounts in the Debt Service Reserve Account shall only be used for Debt Service related to the Notes; provided,thatif,onanyPaymentDate(aftergivingeffecttoallpaymentsofDebt Service due on such Payment Date), there is cash in excess of the Debt Service Reserve Required Amount, the Issuer may transfer funds in the Debt Service Reserve Account equal to such excess to a Distribution Account and apply such funds pursuant to Section 4.23(g)(4); and

(4)an account designated as the “Designated Account” which shall be funded with anyDataCenterLeaseTerminationFeepaidtotheIssuerbytheTenant,theLease GuarantororanyQualifyingTenanttotheextentpayablepursuanttotheData

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CenterLeasepriortothemakingofaTerminationFeeOfferandwhichfundsthat are not Excess Termination Fee Funds shall be used by the Issuer solely to repurchaseNotespursuant toaTerminationFeeOffer (the“DesignatedAccount”).

(b)AllamountsfromtimetotimeheldineachProjectAccountwillconstitutethepropertyof the Issuer and/or any Subsidiary Guarantors (as applicable) and shall, other than as provided by the Notes Documents, be subject to the Lien in favor of the Collateral Agent (for the benefit of the Notes Secured Parties),andheldinthe“control”(withinthemeaningofSection8-106(d)orSection9-104,asapplicable, of the UCC) of the Collateral Agent for the purposes and on the terms set forth inthis Indenture, pursuant to an account control agreement in favor of the Collateral Agent in form and substance reasonably satisfactory to the Collateral Agent.All amounts on deposit in the Project Accounts will constitute the propertyoftheIssuerandapartoftheCollateral,andwillnotconstitutepaymentofanyNotesObligations or any other obligation of the Issuer or any Subsidiary Guarantors. The Project Accounts (and any other accounts of the Company Parties) and the amounts held in such accounts may be invested in items constituting cash, Cash Equivalents or Government Securities, and will only be invested as approved or directed in writing by such Company Party.

(c)For the avoidance of doubt, except as provided in this Section 4.23, the Issuer and any Subsidiary Guarantors shall not otherwise be required to deposit cash held on the Issue Date or received after the Issue Date (including from future equity contributions from Parent) into any Project Account.

(d)TheIssuerandanySubsidiaryGuarantorsmayusetheProjectAccountsforanyAdditional Project(s) in the same manner as the Project Accounts are used for the Project.

(e)Notwithstanding anything to the contrary contained herein, the Company Parties may deposit into any Distribution Account: (1) any Declined Asset Sale Proceeds, (2) any amounts received in respectofanyExcludedProperty,(3)anyExcessTerminationFeeFunds,(4)anycontributionsofProperty (including Cash and Cash Equivalents) to the Issuer,and (5) any amountsremaining after the funds inthe Revenue Account are applied in accordance with clauses (1) through (3) of Section 4.23(g).

(f)Fortheavoidanceofdoubt,theIssuerwillbeobligatedtoopenandmaintainaDesignated Account only immediately prior to the receipt of any Data Center Lease Termination Fee, and not beforehand.

(g)TheCompanyPartiesshallapplyfundsintheapplicableRevenueAccountasfollows:

(1)first,topayoperatingexpenses;

(2)second,topayanyDebtServiceinrespectoftheNotesthatisdueatsuchtime(in combination with or substitution for amounts in the Debt Service Reserve Account);

(3)third,totheextenttheamountthenondepositintheDebtServiceReserveAccount islessthantheDebtServiceReserveRequiredAmountandfundingisrequiredin accordance with Section 4.22, to fund additional amounts to the Debt Service Reserve Account in an amount sufficient to cause the amounts on deposit in the DebtServiceReserveAccounttoequalatleasttheDebtServiceReserveRequired Amount, and

(4)fourth,foranyotherpurposenotprohibitedbythisIndenture.

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(h)Notwithstandingtheforegoing,(i)allrevenuesandcashproceedsoftheCompanyParties that arereceived by the Company Parties that are to be paid bythe Company Parties to utilities, energy or power providers or any other third parties (regardless of whether such revenues are characterized as rent charges under the applicable leases or otherwise), shall not be required to be deposited into the Revenue Account, any Project Account or any other controlled account and may be held by the Company Parties and used to pay such utilities, energy or power providers, or other third parties in a manner not subject to theforegoingrequirements,(ii)forpurposesoftheforegoingrequirements,the“operatingexpenses”ofthe CompanyPartiesshallincludewithoutlimitation,whethercapitalizedornot,allexpendituresinrespectof thepaymentoftaxesoftheCompanyParties(butnot,fortheavoidanceofdoubt,anytaxesoftheIssuer’s direct or indirect owners), operating, development, management and administrative expenses payable or reimbursablebythe Company Parties, allfees and expensesofthe Trustee, the Collateral Agent andother third-party agents, insurance, amounts owing under intercompany contracts the proceeds of which are appliedforanypurposespecifiedinthisparagraphandcapitalexpendituresoftheCompanyParties,and (iii)theCompanyPartieswillbepermittedtodepositamountsremainingpursuanttoSection4.23(g)(4)in anyoftheirrespectiveaccountsintheirsolediscretion.Fortheavoidanceofdoubt,anyexcessfundsinthe DebtServiceReserveAccountonanyPaymentDatemaybewithdrawnbytheIssueranddepositedinany of its accounts in its sole discretion.

ARTICLE5

MERGERSANDCONSOLIDATIONS

Section5.01    Issuer.

(a)The Issuer may not, directly or indirectly:(x) consolidate or merge with or into another Person(whetherornottheIssueristhesurvivingcorporation)or(y)sell,assign,transfer,convey,leaseor otherwise dispose of all or substantially all of the properties or assets of the Issuer and its Subsidiaries, taken as a whole, in one or more related transactions, to another Person; unless:

(1)either(a)theIssueristhesurvivingentityor(b)thePersonformedbyorsurviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized orexistingunderthelaws of the United States, anystatethereof, or the District of Columbia (such Person, as the case may be, being herein called the “Successor Issuer”);

(2)the Successor Issuer (if other than the Issuer) expressly assumes, via a supplemental indenture, all the Obligations of the Issuer under (x) this Indenture andtheNotesand(y)ifapplicable,priortoaReleaseEvent,theNotesDocuments, and in connection therewith shall use commercially reasonable efforts to cause instrumentstobefiledandrecordedandtakesuchotheractionsasmayberequired byApplicable Lawtoperfect orcontinue the perfectionof the Liencreatedunder the Notes Documents on the Collateral owned by or transferred to such other Person, in each case, pursuant to documents in customary form as determined by the Issuer in good faith;

(3)immediatelyaftersuchtransaction,noEventofDefaultexists;

(4)prior to a Release Event, to the extent any assets of the Person which is merged, consolidated or amalgamated with or into the Person formed by or surviving any

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such consolidation or merger are assets of the type which would constitute CollateralundertheNotesDocuments,thePersonformedbyorsurvivinganysuch consolidation or merger will take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Notes DocumentsinthemannerandtotheextentrequiredinthisIndentureoranyofthe Notes Documents andshalltakeallreasonably necessary action sothat such Lien is perfected to the extent required by the Notes Documents;

(5)there has been delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction,suchsupplemental indenture complyinallmaterialrespects withthis Indentureandthatallconditionsprecedentthereinrelatingtosuchtransactionhave been complied with; and

(6)theIssuerobtainsaRatingAgencyConfirmationgivingeffecttosuchtransaction.

Section5.02    SubsidiaryGuarantors.

(a)Subject to Section11.03,no Subsidiary Guarantor may, directly or indirectly: (x) consolidateormergewithorintoanotherPerson(whetherornotsuchSubsidiaryGuarantoristhesurviving corporation) or (y) sell, assign, transfer, convey or otherwise dispose of all or substantially all of its propertiesorassets,inoneormorerelatedtransactions,toanotherPerson(ineachcaseotherthantheIssuer or another Subsidiary Guarantor); unless:

(1)(i) either (a) such Subsidiary Guarantor is the surviving entity or (b) the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition has been made is an entity organized or existing under the laws oftheUnitedStates,anystatethereof,ortheDistrictofColumbia(suchPerson,as the case may be, being herein called the “Successor Subsidiary Guarantor”) and

(ii) the Issuer obtains a Rating Agency Confirmation giving effect to such Successor Subsidiary Guarantor;

(2)theSuccessorSubsidiaryGuarantorassumesalltheObligationsofsuchSubsidiary Guarantor under (x) this Indenture and the Subsidiary Guarantee and (y) if applicable, prior to a Release Event, the Notes Documents, and in connection therewithshallusecommerciallyreasonableeffortstocauseinstrumentstobefiled andrecordedandtakesuchotheractionsasmayberequiredbyApplicableLawto perfect or continue the perfection of the Liencreated under theNotes Documents on the Collateral owned by or transferred to such other Person, in each case, pursuanttodocumentsincustomaryformasdeterminedbytheIssueringoodfaith;

(3)immediatelyaftersuchtransaction,noEventofDefaultexists;

(4)prior to a Release Event, to the extent any assets of the Person which is merged, consolidated or amalgamated with or into the Person formed by or surviving any such consolidation or merger are assets of the type which would constitute CollateralundertheNotesDocuments,thePersonformedbyorsurvivinganysuch

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consolidation or merger will take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Notes DocumentsinthemannerandtotheextentrequiredinthisIndentureoranyofthe NotesDocuments andshalltakeallreasonablynecessaryactionsothat suchLien is perfected to the extent required by the Notes Documents; and

(5)there has been delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such guarantee agreement, if any, and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies in all material respects with this Indenture.

Section5.03    Application.

(a)ThisArticle5shallnotapplyto:

(1)amerger,amalgamationorconsolidationsolelyforthepurposeofreincorporating or reorganizing the Issuer or any Subsidiary Guarantor in another jurisdiction or forming a direct or indirect holding company of the Issuer;

(2)any sale, transfer, assignment, conveyance, lease or other disposition of assets between or among the Issuer and its Subsidiaries, including by way of merger or consolidation or other internal reorganization;

(3)(a) any sale, transfer, assignment, conveyance, lease or other disposition of all or any portion of any Excess Property, or (b) any lease, sale, transfer, assignment, conveyance or other disposition or contract in respect of any property or asset pursuant to or in connection with a Shared Facilities Arrangement;

(4)a merger, amalgamation or consolidation of a Subsidiary Guarantor with or into the Issuer or another Subsidiary Guarantor; and

(5)any sale, transfer, assignment, conveyance or other disposition of the property of aSubsidiaryGuarantorasanentiretyorsubstantiallyasanentiretytotheIssueror another Subsidiary Guarantor.

Section5.04    Substitution.

Upon any transaction that is subject to, and that complies with the provisions of, Section5.01or Section5.02hereof, the Successor Issuer or Successor Subsidiary Guarantor, as applicable, shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Issuer” or a “Subsidiary Guarantor,”asapplicable,shallreferinsteadtotheSuccessorIssuer(andnottotheIssuer)ortheSuccessor Subsidiary Guarantor (and not to the Subsidiary Guarantor), as applicable, and may exercise every right and power of the Issuer or Subsidiary Guarantor, as applicable, under this Indenture with the same effect as if the Successor Company or Successor Subsidiary Guarantor, as applicable, had been named as the Issuer or Subsidiary Guarantor, as applicable, herein; provided, however, that the predecessor Issuer shall not be relieved from the obligation to pay the principal of, interest, premium (if any) on the Notes except inthecaseofasaleofalloftheIssuer’sassetsinatransactionthatissubjectto,andthatcomplieswiththe provisions of, Section 5.01hereof.

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ARTICLE 6

DEFAULTSANDREMEDIES

Section6.01    EventsofDefault.

Eachofthefollowingconstitutesan“EventofDefault”withrespecttotheNotes:

(1)defaultforthirty(30)daysinthepaymentwhendueofinterestontheNotes;

(2)defaultinpaymentwhendueoftheprincipalof,orpremium,ifany,ontheNotes;

(3)failure by a Company to comply with any covenant in this Indenture (other than a default specified in clause (1) or (2) of this Section 6.01) in any material respect if such failure shallremainunremediedforsixty(60)days(oronehundredtwenty(120)daysinthecase of Section4.09) after written notice specifying such failure in reasonable detail by the TrusteeorHoldersofatleast30%inprincipalamountoftheNotesthenoutstanding(with a copytothe Trusteeif given bythe Holders); provided, thatif suchfailureis notcapable of remedy within such sixty (60)-day or one hundred twenty (120)-day period, such sixty (60)-dayoronehundredtwenty(120)-dayperiodshallbeextendedasmaybenecessaryto cure such failure, such extended period not to exceed ninety (90) days in the aggregate (inclusiveofthe original sixty (60)-day period) or onehundred fifty (150)days(inclusive oftheoriginal120-dayperiod),asapplicable,solongas(A)suchDefaultissusceptibleto cure, (B) any Company Party commences and is diligently pursuing a cure in good faith and(C)ifsuchDefaulthashadorcouldreasonablybeexpectedtohaveaMaterialAdverse Effect, such extension of time could not be reasonably expected to result in an additional Material Adverse Effect or exacerbate the existing Material Adverse Effect;

(4)defaultunderanydocumentevidencinganyDebtforborrowedmoneybytheIssuerorany SubsidiaryGuarantor(oranygroupofSubsidiaryGuarantors)thatconstitutesaSignificant Subsidiary,whethersuchDebtnowexistsoriscreatedaftertheIssueDate,ifthatdefault:

(a)is caused by a failure to pay principal when due at final (and not any interim) maturityaftergivingeffecttoanygraceperiodprovidedinsuchDebt(a“Payment Default”); or

(b)results intheacceleration of such Debt priorto its expressmaturity(without such acceleration having been rescinded, annulled or otherwise cured),

and,ineachcase,theprincipalamountofanysuchDebt,togetherwiththeprincipalamount of any other such Debt under which there has been a Payment Default or the maturity of whichhasbeensoaccelerated(withoutsuchaccelerationhavingbeenrescinded,annulled or otherwise cured), aggregates in excess of $25.0 million; provided that this clause(4) shall not apply to (i) secured Debt that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Debt, (ii) any such default that is waived (including during any forbearance period) (including in the form of amendment) by the requisiteholdersoftheapplicableitemofDebtorcontestedingoodfaithbytheapplicable Company Party and (iii) any Debt that is required to be converted into Qualifying Equity Interests uponthe occurrence of certaindesignated events solongas nopayments in cash or otherwise are required to be made in accordance with such conversion;

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(5)exceptaspermittedbythisIndenture,aSubsidiaryGuaranteeofanySubsidiaryGuarantor (or any group of Subsidiary Guarantors) that constitutes a Significant Subsidiary shall be heldin any final and non-appealable judicial proceeding to beunenforceableorinvalid or shallceaseforanyreason(otherthaninaccordancewithitstermsorasaresultofarelease permitted under the Notes Documents) to be in full force and effect or any Subsidiary Guarantor(oranygroupofSubsidiaryGuarantors)thatconstitutesaSignificantSubsidiary shall deny or disaffirm in writing its or their obligations under its or their Subsidiary Guarantees;

(6)(a)a court of competent jurisdiction (i) enters an order or decree under any Bankruptcy Law that is for relief against the Issuer or any Subsidiary Guarantor (or any group of SubsidiaryGuarantors)thatconstitutesaSignificantSubsidiaryinaninvoluntarycase;(ii) appoints a custodian for all or substantially all of the property of the Issuer or any SubsidiaryGuarantor(oranygroupofSubsidiaryGuarantors)thatconstitutesaSignificant Subsidiary;or(iii)orderstheliquidationoftheIssueroranySubsidiaryGuarantor(orany group of Subsidiary Guarantors) that constitutes a Significant Subsidiary and, in each of thepreviousclauses(i),(ii)or(iii),theorder,appointmentordecreeremainsunstayedand in effect for at least ninety (90) consecutive days after the commencement of the actions described in such clauses (i), (ii) or (iii), as applicable; or (b) the Issuer or any Subsidiary Guarantor (or any group of Subsidiary Guarantors) that constitutes a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law (i) commences a voluntary case; (ii) consents to the entry of an order for relief against it in an involuntary case; (iii) consents to the appointment of a custodian of it or for all or substantially all of its property; or (iv) makes a general assignment for the benefit of its creditors;

(7)any final non-appealable judgments or orders, either individually or in the aggregate, for the payment of money in excess of $25.0 million, excluding any portion of any such judgment covered by insurance, shall be rendered against the Issuer or any Subsidiary Guarantor(oranygroupofSubsidiaryGuarantors)thatconstitutesaSignificantSubsidiary andwhichfinaljudgmentsorordersremainunpaid,undischarged,unwaivedandunstayed foraperiodofmorethanninety(90)consecutivedaysaftersuchjudgmentbecomesfinal, and in the event such judgment is covered by insurance or indemnity, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;

(8)other than by reason of the satisfaction in full of all Obligations under this Indenture and discharge of this Indenture or the release of such Collateral with respect to the Notes in accordancewiththetermsofthisIndentureandtheNotesDocuments(oranyotherreason provided herein or therein):

(a)inthecaseofanysecurityinterestwithrespecttoCollateralconstitutingamaterial portion of the Collateral, such security interest under the Collateral Documents shall,atanytime,aftersuchCollateralDocumentsbecomeeffective,ceasetobea valid and perfected security interest or shall be declared invalid or unenforceable by acourtofcompetentjurisdictionandanysuch defaultcontinuesforthirty (30) daysafternoticeofsuchdefaultshallhavebeengiventotheIssuerbytheTrustee ortheHoldersofatleast30%inprincipalamountoftheNotesthatareoutstanding (with a copy to the Trustee if given by the Holders) (other than pursuant to the terms hereof or thereof or any defect arising as a result of the failure by the

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Collateral Agent to maintain possession of equity certificates delivered to it); provided,thatifsuchdefaultis notcapableofremedywithin suchthirty(30)-day period, such thirty (30)-day period shall be extended as may be necessary to cure such failure; or

(b)the Issuer or any Subsidiary Guarantor (or any group of Subsidiary Guarantors) that constitutes a Significant Subsidiary shall assert, in any pleading in any court ofcompetentjurisdiction,thatanysecurityinterestunderanyCollateralDocument is invalid or unenforceable other than in accordance with its terms; or

(9)theoccurrenceofallthreeofthefollowingevents:(A)theDataCenterLeaseceasestobe infullforceandeffect(otherthananyassumption,transferornovationoftheDataCenter Lease pursuant to the terms of the Project Documents (including by the Lease Guarantor oranyofitsAffiliates))(a“DataCenterLeaseTerminationEvent”)and(B)onorpriorto the six-monthanniversaryof the Data Center Lease TerminationEvent(the “DataCenter Lease EoD Period”, as may be extended pursuant to the immediately following proviso), the Issuer has not entered into a Qualifying Data Center Lease; provided, that the Data Center Lease EoD Period shall be extended to the twelve-month anniversary of any Data CenterLeaseTerminationEventif(1)theIssuerentersintoaletterofintent,memorandum ofunderstanding,orasimilaragreementwiththeLeaseGuarantororaQualifyingTenant, onorpriortothesix-monthanniversaryofanyDataCenterLeaseTerminationEvent,with the good faith expectation that a Qualifying Data Center Lease will be entered into on or prior to the twelve-month anniversary of such Data Center Lease Termination Event, (2) theamountoffundsintheDebtServiceReserveAccountasofsuchsix-monthanniversary isatleastequaltotheDebtServiceReserveRequiredAmount,(3)theIssuerdoesnotmake any Permitted Investment pursuant to clauses (10) or (14) of the definition thereof or any Restricted Payment pursuant to Section 4.05(b)(3)during the Data Center Lease EoD Period, (4) the Issuer has sufficient funds to pay all operating expenses and make all requiredmaintenancecapitalexpendituresnecessarytoconductitsbusinessandoperations throughout the Required Compliance Period and (5) to the extent the Issuer has received theDataCenterLeaseTerminationFee,suchDataCenterLeaseTerminationFeehasbeen deposited and remains in the Designated Account throughout the Required Compliance Period, unless applied in accordance with clauses (1) through (3) of Section 4.23(g)(the occurrence of both of the two foregoing clauses (A) and (B) above (which, for the avoidance of doubt, shall not constitute an Event of Default), a “Data Center Lease TerminationDefault”)and(C)thefailurebytheIssuertocommenceanoffertorepurchase the Notes pursuant to a Termination Fee Offer in accordance with Section 3.10(the occurrence of each of the foregoing clauses (A), (B) and (C), a “Data Center Lease Termination Event of Default”); and

(10)at any time prior to such time that the Project has a Data Center Lease with a Qualifying Tenant,theoccurrenceofbothofthefollowingevents:(A)ineachcaseotherthanpursuant totheTransactionDocuments,either(x)theLeaseGuaranteeceasestobeinfullforceand effect (other than any assumption, transfer or novation of the Lease Guarantee) or (y) the Issuer reports (pursuant to Section 4.09(a)(4)) that the Lease Guarantor has informed the Issuer that it has failed to maintain a Tangible Net Worth of at least $5,000,000,000 (the occurrenceofeitheroftheforegoingclauses(x)or(y)(which,fortheavoidanceofdoubt, shall not constitute an Event of Default),a “Lease Guarantee Event”),and(B) onor prior tothesixmonthanniversaryoftheLeaseGuaranteeEvent(the“GuaranteeEoDPeriod”,

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as may be extended pursuant to the immediately following proviso), the Issuer has not entered into a replacement lease guarantee with a Qualifying Lease Guarantor; provided, that the Guarantee EoD Period shall be extended to the twelve month anniversary of any Lease Guarantee Event if the Issuer enters into a letter of intent, memorandum of understanding, or a similar agreement with a Qualifying Lease Guarantor, on or prior to the six month anniversary of any Lease Guarantee Event, with the good faith expectation that areplacementlease guaranteewitha QualifyingLeaseGuarantor will be enteredinto onorpriortothetwelvemonthanniversaryofsuchLeaseGuaranteeEvent(theoccurrence of both of the foregoing clauses (A) and (B), a “Lease Guarantee Event of Default”).

Section6.02    Acceleration.

InthecaseofanEventofDefaultwithrespecttotheIssuerpursuanttoclause(6)ofSection6.01, principal of and accrued and unpaid interest on all the Notes that are outstanding will become due and payable immediately without further action or notice.If any other Event of Default occurs and is continuing, the Trustee by notice to the Issuer or the Holders of at least 30% in principal amount of the NotesthatareoutstandingbynoticetotheIssuerandtheTrustee,maydeclaretheprincipalofandaccrued and unpaid interest on all the Notes to be due and payable immediately; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two (2) years prior to such notice of Default.

Any notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default,noticeofacceleration ortake any other action(a “Noteholder Direction”)providedby any oneor moreHolders(eacha“DirectingHolder”)mustbeaccompaniedbyawrittenrepresentationfromeachsuch Holder to the Issuer and the Trustee that such Holder is not (or, in the case such Holder is DTC or its nominee, that such Holder is being instructed solely by beneficial owners that have represented to such Holder that they are not) Net Short (a “Position Representation”), which representation, in the case of a NoteholderDirectionrelatingtoanoticeofDefaultshallbedeemedrepeatedatalltimesuntiltheresulting Event of Default is cured or otherwise ceases to exist or the Notes are accelerated. For the avoidance of doubt,noDefaultorEventofDefaultshallbedeemedtoexist,andnonoticeofDefaultorotherNoteholder Directionshallbeeffective,unlessanduntiltheapplicablePositionRepresentationisdeliveredtoboththe Issuer andtheTrusteeinaccordancewiththissection.Inaddition,eachDirectingHoldermust,atthetime of providing a Noteholder Direction, covenant to provide the Issuer with such other information as the Issuer may reasonably request from time to time in order to verify the accuracy of such Holder’s Position Representation withinfive(5) BusinessDaysofrequesttherefor(a“VerificationCovenant”). TheTrustee shall have no duty to investigate, verify, or obtain any such information for the Issuer; provided that the Trustee shall promptly forward to the Issuer any Position Representation or other information actually received by the Trustee pursuantto the foregoing. In any casein which the Holder is DTCorits nominee, any Position Representationor Verification Covenant required hereunder shall be provided bythe beneficial owneroftheNotesinlieuofDTCoritsnominee.If,followingthedeliveryofaNoteholderDirection,but priortothe accelerationofthe Notes,the Issuerdeterminesin goodfaiththatthereisareasonable basisto believe a Directing Holderproviding such Noteholder Direction was, at any relevant time, in breach ofits Position Representation and provides to the Trustee evidence that the Issuer has initiated litigation with a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breachofitsPositionRepresentation,andseekingtoinvalidateanyDefault,EventofDefaultoracceleration (or notice thereof) that resulted from the applicable Noteholder Direction, the cure period with respect to anysuchDefaultshallbeautomaticallystayedandthecureperiodwithrespecttoanysuchDefaultorEvent of Default shall be automatically reinstituted and any remedy stayed pending a final and non-appealable determinationofacourtofcompetentjurisdictiononsuchmatter.If,followingthedeliveryofaNoteholder

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Direction, but prior to acceleration of the Notes, the Issuer provides tothe Trusteean Officer’s Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to anysuchDefaultshallbeautomaticallystayedandthecureperiodwithrespecttoanysuchDefaultorEvent of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representationshall result in such Holder’s participation insuch Noteholder Direction beingdisregarded; and, if, without the participation of such Holder, the percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction,suchNoteholderDirectionshallbevoidabinitio,withtheeffectthatanysuchDefaultorEvent ofDefaultshallbedeemednevertohaveoccurred,anyaccelerationvoidedandtheTrusteeshallbedeemed nottohavereceivedsuchNoteholderDirectionoranynoticeofsuchDefaultorEventofDefault;provided, however,thisshallnotinvalidateanyindemnityorsecurityprovidedbytheDirectingHolderstotheTrustee which obligations shall continue to survive.

WiththeiracquisitionoftheNotes,eachHolderandsubsequentpurchaseroftheNotesconsentsto thedeliveryof itsPositionRepresentationbytheTrustee totheIssuer inaccordance withtheterms of this section. Each Holder and subsequent purchaser of the Notes waives any and all claims, in law and/or in equity,againsttheTrusteeandagreesnottocommenceanylegalproceedingagainsttheTrusteeinrespect of,andagreesthattheTrusteewillnotbeliableforanyactionthattheTrusteetakesinaccordancewiththis Section6.02,orarisingoutof orinconnectionwithfollowinginstructionsortaking actionsinaccordance withaNoteholderDirection.TheIssueragreestowaiveanyandallclaims,inlawand/orinequity,against the Trustee, and not to commence any legal proceeding against the Trustee in respect of, and agrees that the Trustee will not be liable for any action that the Trustee takes in accordance with this Section 6.02, or arisingoutoforinconnectionwithfollowinginstructionsortakingactionsinaccordancewithaNoteholder Direction. In connection with the requisite percentages required under this section, the Trustee shall also treat all outstanding Notes equally irrespective of any Position Representation in determining whether the requisitepercentagehasbeenobtainedwithrespecttotheinitialdeliveryoftheNoteholderDirection.Any and all actions that the Trustee takes or omits to take under this Section 6.02and all reasonable and documented fees, costs and expenses of the Trustee and its agents and counsel arising hereunder and in connection herewith shall be covered by the Issuer’s indemnifications under Section 7.06.

Section6.03    Waiverof Past Defaults.

TheHoldersofamajorityinaggregateprincipalamountoftheNotesthenoutstandingbynoticeto the Trustee may, on behalf of the Holders, rescind an acceleration or waive any existing Default or Event ofDefaultanditsconsequencesunderthisIndentureexceptacontinuingDefaultorEventofDefaultinthe paymentofintereston,ortheprincipalof,suchNotes.Uponanysuchwaiver,suchDefaultshallceaseto exist,andanyEventofDefaultarisingtherefromshallbedeemedtohavebeencuredforeverypurposeof this Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section6.04    ControlbyMajority.

Holders of a majority in principal amount of the Notes that are then outstanding may direct the Trustee in its exercise of any trust or power in respect of the Notes. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or the Notes or, subject to Section 7.01and Section7.02,thattheTrusteedeterminesisundulyprejudicialtotherightsofHoldersorwouldinvolvethe Trustee in personal liability (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders); provided,

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however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal or interest.

Section6.05    LimitationsonSuits.

IncaseanEventofDefaultoccursandiscontinuingunderthisIndenture,theTrusteewillbeunder no obligationtoexerciseany ofthe rightsorpowers underthis Indentureattherequestordirectionofany Holders unless such Holders have offered, and, if requested, provided to the Trustee indemnity and/or securitysatisfactorytotheTrusteeagainstanyloss,liabilityorexpense.Excepttoenforcetherightto receive payment of principal, premium (if any) or interest when due, no Holder of a Note may pursue any remedy with respect to this Indenture unless:

(1)suchHolderhaspreviouslygiventheTrusteenoticethatanEventofDefaultiscontinuing;

(2)Holdersofatleast30%inaggregateprincipalamountoftheNotesthatarethenoutstanding

haverequestedtheTrusteetopursuetheremedy;

(3)suchHoldershaveoffered,and,ifrequested,provided,totheTrusteesecurityand/or

indemnitysatisfactorytoitagainstanyloss,liabilityorexpense;

(4)theTrusteehasnotcompliedwithsuchrequestwithinsixty(60)daysafterthereceipt

thereofandtheofferofsecurityorindemnity;and

(5)HoldersofamajorityinaggregateprincipalamountoftheNotesthatarethenoutstanding havenotgiventheTrusteeadirectioninconsistentwithsuchrequestwithinsuchsixty(60)-day period.

Section6.06    CollectionSuitbyTrustee

IfanEventofDefaultspecifiedinSection6.01(1)orSection6.01(2)occursandiscontinuing,the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuer for the whole amount of principal of, premium, if any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the reasonable and documented costs and expenses of collection, including the reasonableanddocumentedcompensation,expenses,disbursementsandadvancesoftheTrustee,itsagents and counsel.The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding.

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Section6.07    Priorities

If the Trustee collects any money pursuant to this Article 6, it shall, subject to the terms of any applicable Acceptable Intercreditor Agreement, pay out the money in the following order:

First:totheTrusteeandtheCollateralAgent,andtheirrespectiveagentsandattorneysforamounts dueundertheNotesDocuments,includingpaymentofallcompensation,expensesandliabilitiesincurred, andalladvancesmade,bytheTrusteeandthereasonableanddocumentedcostsandexpensesofcollection;

Second: to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest, respectively; and

Third:totheIssuerortosuchpartyasacourtofcompetentjurisdictionshalldirect.

TheTrusteemayfixarecorddateandpaymentdateforanypaymenttoHoldersofNotespursuant to this Section 6.07.

Section6.08    TrusteeMayFileProofsofClaim

The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisableinorderto havethe claims ofthe Trustee(includinganyclaimforthereasonablecompensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders allowed in anyjudicialproceedingsrelativetotheIssuer,itsSubsidiariesoritsortheirrespectivecreditorsor properties and, unless prohibited by law or applicable regulations, may be entitled and empowered to participate as a member of any official committee of creditors appointed in such matter and may vote on behalfoftheHoldersinanyelectionofatrusteeinbankruptcyorotherPersonperformingsimilarfunctions, and any custodian or other party making payment in any such judicial proceeding is hereby authorized by eachHoldertomakepaymentstotheTrusteeand,intheeventthattheTrusteeshallconsenttothemaking of such payments directly to the Holders, to pay to the Trustee any amount due it for the compensation, expenses,disbursementsandadvancesoftheTrustee,itsagentsanditscounsel,andanyotheramountsdue the Trustee under Section7.06hereof.No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section6.09    HolderRepresentation.

(a)EachHolderbyacceptingaNoteacknowledgesandagreesthattheTrustee(andanyagent) shallnotbeliabletoanypartyforactingorrefrainingtoactinaccordancewith(i)theforegoingprovisions, (ii)anyOfficer’sCertificate,or(iii)itsdutiesunderthisIndenture,astheTrusteemaydetermineinitssole discretion.

(b)The Trustee shall not be deemed to have notice of any Default or Event of Default unless awrittennoticefromtherequisitenumberofHoldersoftheNotesorfromtheIssuerofanyeventwhichis in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.

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ARTICLE7

TRUSTEEANDCOLLATERALAGENT

Section7.01    DutiesofTrusteeandCollateralAgent.

(a)The Trustee, prior to the occurrence of an Event of Default with respect to the Notes and after the curing or waivingof all Events of Default which may have occurred, undertakesto perform such dutiesandonlysuchdutiesasarespecificallysetforthinthisIndenture.IfanEventofDefaultwithrespect tothe Notes has occurredand is continuing,theTrustee willexercisesuchoftherights and powersvested in it by this Indenture, anduse the same degree of careand skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b)ExceptduringthecontinuanceofanEventof Default:

(1)thedutiesoftheTrusteewillbedeterminedsolelybytheexpressprovisionsofthis Indenture and only with respect to the Notes as to which it is Trustee and the Trustee need perform only those duties that are specifically set forth in this Indentureandnoothers,andnoimpliedcovenantsorobligationsshallbereadinto this Indenture against the Trustee or the Collateral Agent; and

(2)in the absence of gross negligence or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture.However, with respect to certificates or opinions specifically required by any provision hereof to be furnishedtoit,theTrusteewillexaminethecertificatesandopinionstodetermine whetheror not they conform to the requirements of this Indenture (but need not confirmor investigate the accuracy ofmathematicalcalculations or other facts stated therein).

(c)The Trustee may not be relieved from liabilities for its own grossly negligent action, its own grossly negligent failure to act or willful misconduct, except that:

(1)thisSection7.01(c)doesnotlimittheeffectofSection7.01(b);

(2)the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and

(3)theTrustee will notbeliable withrespecttoanyactionittakesoromitstotakein good faith in accordance with a direction received by it pursuant to Section6.04hereof, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Notes.

(d)No provision of this Indenture will require the Trustee or the Collateral Agent to expend or risk its own funds or incur any liability.

(e)NeithertheTrusteenortheCollateralAgentwillbeliableforinterestonortheinvestment of any money received by it except as the Trustee or the Collateral Agent may agree in writing with the

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Issuer.MoneyheldintrustbytheTrusteeortheCollateralAgentneednotbesegregatedfromotherfunds except to the extent required by law.

(f)Whetherornotthereinexpresslysoprovided,everyprovisionofthisIndenturethatinany way relates to the Trustee or the Collateral Agent is subject to Section 7.01.

Section7.02    RightsofTrusteeandCollateralAgent.

(a)TheTrusteeandtheCollateralAgentmayconclusivelyrelyandshallbefullyprotectedin acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice,request,direction,consent,order,judgment,bond,debenture,note,otherevidenceofDebtorother paperordocumentbelievedbyittobegenuineandtohavebeensignedorpresentedbytheproperPerson.

(b)Before the Trustee or the Collateral Agent acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both.Neither the Trustee nor the Collateral Agent will be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.The Trustee and the Collateral Agent may consult with counsel of its own selection and the advice of such counsel or any Opinion of Counsel will be full and complete authorization and protectionfromliabilityinrespectofanyactiontaken,sufferedoromittedbyithereunderingoodfaithand in reliance thereon.

(c)Each oftheTrusteeandtheCollateralAgentmayactthroughitsattorneys andagentsand will not be responsible for the acts or omissions of any attorney or agent appointed with due care.

(d)NeithertheTrusteenortheCollateralAgentwillbeliableforanyactionittakes,suffersor omits to take in good faith that it believes to be authorized or within the discretion or rights or powers conferreduponitbythisIndenture;providedthattheTrustee’sortheCollateralAgent’s,asapplicable, conduct does not constitute gross negligence or willful misconduct as determinedby a court of competent jurisdiction.

(e)IntheeventtheTrusteeortheCollateralAgentreceivesinconsistentorconflictingrequests and indemnity from two or more groups of Holders, each representing less than a majority in aggregate principalamountoftheNotesthenoutstanding,pursuanttotheprovisionsofthisIndenture,theTrusteeor the Collateral Agent, as applicable, in its sole discretion, may determine what action, if any, will be taken and the Trustee or the Collateral Agent, as applicable, shall be entitled not to take any action until such instructions have been resolved or clarified to its satisfaction and neither the Trustee nor the Collateral Agentshallbeorbecomeliableinanywayorpersonforanyfailuretocomplywithanyconflicting,unclear or equivocal instructions.

(f)The permissive right of the Trustee and the Collateral Agent to take the actions permitted by this Indenture or the Collateral Documents will not be construed as an obligation or duty to do so.

(g)UnlessotherwisespecificallyprovidedinthisIndenture,anydemand,request,directionor noticefromtheIssueroranySubsidiaryGuarantor,asapplicable,willbesufficientifsignedbyanOfficer of the Issuer or such Subsidiary Guarantor, as applicable.

(h)Neither the Trustee nor the Collateral Agent will be under any obligation to exercise any of the rights or powers vested in it by this Indenture, the Collateral Documents or the other Notes Documents at the request or direction of any of the Holders unless such Holders have offered and, if requested, provided, to the Trustee or the Collateral Agent, as applicable, indemnity and/or security

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satisfactorytotheTrusteeortheCollateralAgent,asapplicable,againstthelosses,liabilitiesandexpenses that might be incurred by the Trustee in compliance with such request or direction.

(i)In no event shall the Trustee or the Collateral Agent be responsible or liable for special, indirect, punitive, or consequential loss or damage of any kind whatsoever (including, but not limited to, lossofprofit)irrespectiveofwhethertheTrusteeortheCollateralAgenthasbeenadvisedofthelikelihood of such loss or damage and regardless of the form of action.

(j)The Trustee shall not be deemed to have notice of any Default or Event of Default unless written notice of any event which is in fact such a default is received by a Responsible Officer at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.

(k)The rights, privileges, protections, immunities and benefits given to the Trustee and the Collateral Agent, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder as Registrar and Paying Agent, and each Agent, Custodian and other Person employed to act hereunder.

(l)The Trustee may request that the Issuer deliver an Officer’s Certificate setting forth the names of individuals and/or titles of Officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any Person authorized to sign an Officer’s Certificate,includinganyPersonspecifiedassoauthorizedinanysuchcertificatepreviouslydeliveredand not superseded.

(m)The Trustee shall not have any obligation or duty to monitor, determine or inquire as to compliance, and shall not be responsible or liable for compliance with restrictions on transfer, exchange, redemption, purchase or repurchase, as applicable, of minimum denominations imposed under this Indentureorunderapplicablelaworregulationwithrespecttoanytransfer,exchange,redemption,purchase or repurchase, as applicable, of any interest in any Notes.

(n)Notwithstanding any provision herein to the contrary, in no event shall the Trustee or the CollateralAgentbeliableforanyfailureordelayintheperformanceofitsobligationsunderthisIndenture because of circumstances beyond its control, including, but not limited to, nuclear or natural catastrophes or acts of God,flood,war(whether declaredor undeclared),terrorism,fire,riot,strikesorworkstoppages for any reason, epidemic, pandemic, embargo, government action, including any laws, ordinances, regulationsorthelikewhichrestrictorprohibittheprovidingoftheservicescontemplatedbythisIndenture, inabilitytoobtainmaterial,equipment,orcommunicationsorcomputer(softwareandhardware)facilities, orthefailureofequipmentorinterruptionofutilities,communicationsorcomputer(softwareandhardware) facilities,andothercausesbeyonditscontrolwhetherornotofthesameclassorkindasspecificallynamed above.

(o)TheTrusteeshallnotbeboundtomakeanyinvestigationintothefactsormattersstatedin anyresolution,certificate,statement,instrument,opinion,report,notice,request,direction,consent,order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters asit may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine thebooks,recordsandpremisesoftheIssuer,personallyorbyagentorattorneyatthesolecostoftheIssuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(p)NeithertheTrusteenortheCollateralAgentshallberequiredtogiveanybondorsuretyin respect of the performance of its powers and duties hereunder or under the Collateral Documents.

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(q)NeithertheTrusteenortheCollateralAgentshallhaveanyduty(A)toseetoanyrecording, filing, or depositing of this Indenture or any Collateral Document, or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of such recording or filingordepositing,ortoanyre-recording,refiling,orredepositingofanythereof,orotherwisemonitoring theperfection,continuationofperfection,orthesufficiencyorvalidityofanysecurityinterestinorrelated to any Collateral or (B) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral.

(r)TheTrusteeandtheCollateralAgentmayassumewithoutinquiryintheabsenceofactual knowledge that the Issuer and each of the Company Parties is duly complying with their obligations contained in any Notes Document required to be performed and observed by them, and that no Default or Event of Default or other event which would require repayment of the Notes has occurred.

(s)NeithertheTrusteenortheCollateralAgentshallhaveanyobligationwhatsoevertoassure that the Collateral exists or is owned by the Issuer or any Subsidiary Guarantor is cared for, protected, insured or has been encumbered, or that any Liens on the Collateral have been properly or sufficiently or lawfullycreated,perfected,protected,maintainedorenforcedorareentitledtoanyparticularpriority,orto determinewhetherthepropertyconstitutingcollateralintendingtobesubjecttotheinterestandtheinterest of the Collateral Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto.

(t)The Trustee shall have no duty to monitor the performance or actions of the Collateral Agent.The Trustee shall have no responsibility or liability for the actions or omissions of the Collateral Agent.In each case that the Trustee is requested hereunder or under any of the Collateral Documents to give direction or provide any consent or approval to the Collateral Agent, the Issuer or to any other party, the Trustee may seek direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes.If the Trustee requests direction from the Holders of a majority in aggregate principal amountofthethenoutstandingNoteswithrespecttogivinganydirectiontotheCollateralAgent,the TrusteeshallbeentitledtorefrainfromgivingsuchdirectionunlessanduntiltheTrusteeshallhavereceived direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes, and the Trustee shall not incur liability to any Person by reason of so refraining.

(u)At any time that the security granted pursuant to the Collateral Documents has become enforceable and the Holders have given a direction to the Trustee to enforce such security, the Trustee is notrequiredtogiveanydirectiontotheCollateralAgentwithrespecttheretounlessithasbeenindemnified inaccordancewithSection7.02(h).Inanyevent,inconnectionwithanyenforcementofsuchsecurity,the Trustee is not responsible for:

(1)any failure of the Collateral Agent to enforce such security within a reasonabletime or at all;

(2)anyfailureoftheCollateralAgenttopayovertheproceedsofenforcementofthe Collateral;

(3)anyfailureoftheCollateralAgenttorealizesuchsecurityforthebestprice obtainable;

(4)monitoringtheactivitiesoftheCollateralAgentinrelationtosuchenforcement;

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(5)takinganyenforcementactionitselfinrelationtosuchsecurity;

(6)agreeing to any proposed course of action by the Collateral Agent which couldresult in the Trustee incurring any liability for its own account; or

(7)payinganyfees,costsorexpensesoftheCollateralAgent.

(v)No provision of this Indenture or of the Notes Documents shall require the Trustee to indemnify the Collateral Agent, and the Collateral Agent shall be required to waive any claim it may otherwisehave byoperationof lawinanyjurisdictiontobeindemnifiedbytheTrusteeactingasprincipal vis-à-vis its agent, the Collateral Agent.

(w)The Trustee shall be under no obligation to effect or maintain insurance or to renew any policiesofinsuranceortoinquireastothesufficiencyofanypoliciesofinsurancecarriedbytheIssueror any Subsidiary Guarantor, or to report, or make or file claims or proof of loss for, any loss or damage insured against it that may occur, or to keep itself informed or advised as to the payment of any taxes or assessments, or to require any such payment be made.

(x)TheTrusteeshallnotberesponsibleorliableforthedeterminationoftheCommencement Date.

Section7.03    IndividualRightsofTrusteeandCollateralAgent.

Each of the Trustee and the Collateral Agent in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with either the Issuer or any Subsidiary Guarantor or any Affiliateofthe Issuer oranySubsidiary Guarantor withthesamerightsit would haveif it werenot Trustee or the Collateral Agent, as applicable.However, in the event that the Trustee acquires any conflictinginterestitmusteliminatesuchconflictwithinninety(90)days,applytotheSECforpermission to continue as Trustee (if this Indenture has been qualified under the TIA) or resign.Any Agent may do the same with like rights and duties.

Section7.04    Trustee’sandCollateralAgent’sDisclaimer.

NeithertheTrusteenortheCollateralAgentwillberesponsibleforandmakesnorepresentationas to the validity or adequacy of any offering materials, the Notes Documents, the Notes, any Subsidiary Guarantee or any Lien securing the Notes or any Subsidiary Guarantee; it shall not be accountable for the Issuer’s use of the proceeds from the Notes or any money paid to the Issuer or upon the Issuer’s direction under any provision of this Indenture; it will not be responsible for the use or application of any money received by any Paying Agent otherthanthe Trustee or the Collateral Agent,as applicable; and it will not be responsible for any statement or recital herein or any statementin the Notes, any Subsidiary Guarantee or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

Section7.05    NoticeofDefaults.

IfaDefaultorEventofDefaultoccursandiscontinuingandifitisknowntoaResponsibleOfficer pursuanttothetermsofthisIndenture,theTrusteewillmailordeliverelectronicallytoHoldersanoticeof the Default or Event of Default within ninety (90) days after it occurs.Except in the case of a Default or EventofDefaultinpaymentofprincipalof,premium,ifany,orintereston,anyNote,theTrusteemayand

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shall be protected in withholding the notice if and so long as it in good faith determines that withholding the notice is in the interests of the Holders.

Section7.06    CompensationandIndemnity.

(a)The Issuer shall pay to the Trustee and the Collateral Agent from time to time reasonable compensation,asagreedinwritingfromtimetotime,foritsacceptanceandadministrationofthisIndenture andserviceshereunder.TheTrustee’sandtheCollateralAgent’scompensationwillnotbelimitedbyany law on compensation of a Trustee of an express trust.The Issuer shall reimburse the Trustee and the Collateral Agent promptly upon request for all reasonable and documented disbursements, advances and expensesincurredormadebyitinadditiontothecompensationforitsservices.Suchexpenseswillinclude the reasonable and documented compensation, disbursements and expenses of the Trustee’s and the CollateralAgent’sagentsandcounsel.TosecuretheIssuer’spaymentobligationsinthisSection7.06,the Trusteeshallhave alien prior to the Notesonallmoney orproperty heldorcollected by the Trusteeother than money or property held in trust to pay principal of and interest on particular Notes. Such lien shall survive the satisfaction and discharge of this Indenture. The Trustee’s respective right to receive payment of any amounts due under this Section 7.06shall not be subordinate to any other liability or indebtedness of the Issuer.

(b)The Issuer and each Subsidiary Guarantor, jointly and severally, shall indemnify the Trustee and the Collateral Agent and hold each of them harmless from and against any and all losses, liabilities,claimsanddamagesandreasonableanddocumentedcostsorexpensesincurredbyitarisingout oforinconnectionwiththeacceptanceoradministrationofitsdutiesortheexerciseofitsrightsunderthis Indenture and each supplemental indenture, including the reasonable and documented costs and expenses of enforcing this Indenture and each supplemental indenture against the Issuer and any Subsidiary Guarantor (including this Section7.06) and defending itself against any claim (whether asserted by the Issuer, any Subsidiary Guarantor, any Holder or any other Person) or liability in connection with the exerciseorperformanceofanyofitspowersordutiesunderthisIndentureandeachsupplementalindenture, except to the extent any such loss, liability or expense may be attributable to its own gross negligence or willful misconduct.Each of the Trustee and the Collateral Agent will notify the Issuer promptly of any claimforwhichitmayseekindemnity.FailurebytheTrusteeortheCollateralAgent,asapplicable,toso notify the Issuer will not relieve the Issuer of its obligations hereunder.The Issuer shall defend the claim and the Trustee or the CollateralAgent, asapplicable,shall cooperate inthedefense.The Trusteeandthe CollateralAgentmayhaveseparatecounselandtheIssuershallpaythereasonablefeesandexpensesof such counsel if the Issuer shall not have employed counsel reasonably satisfactory to the Trustee or the CollateralAgent,asapplicable,orsuchotherindemnifiedparty(intheTrustee’s,theCollateralAgent’sor such other indemnified party’s good faith determination) or if the Issuer agrees to pay the reasonable and documentedcostofsuchseparatecounseloriftheTrustee,theCollateralAgentorsuchotherindemnified partyshallhavebeenadvisedbycounselthattheremaybeoneormorelegaldefensesavailabletoitwhich aredifferentfromoradditionaltothoseavailabletotheIssuer.TheIssuershallnotreimburseanyexpense or indemnify against any loss, liability or expense incurred bythe Trustee or the Collateral Agent through the Trustee’s or the Collateral Agent’s, as applicable, own gross negligence or willful misconduct as determinedinafinalnon-appealablejudgmentbyacourtofcompetentjurisdiction.NeithertheIssuernor anySubsidiaryGuarantorneedpayforanysettlementmadewithoutitsconsent,whichconsentshallnotbe unreasonably withheld.

(c)When the Trustee or the CollateralAgent incurs expenses or renders services after an Event of Default specified in clause (6) of Section6.01hereof occurs, the expenses and the compensation

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for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

(d)The Issuer’s and each Subsidiary Guarantors’ obligations under this Section7.06shall survivetheresignationorremovaloftheTrusteeortheCollateralAgent,asapplicable,thesatisfactionand discharge of this Indenture with respect to any Notes, the complete satisfaction and discharge of this Indenture, any termination of this Indenture or any supplemental indenture, including any termination or rejection of this Indenture or any supplemental indenture in any Insolvency or Liquidation Proceeding or similar proceeding, and the repayment of all the Notes.

Section7.07    ReplacementofTrusteeorCollateral Agent.

(a)A resignation or removal of the Trustee or the Collateral Agent and appointment of a successor Trustee or successor Collateral Agent will become effective only upon the successor Trustee’s or successor Collateral Agent’s acceptance of appointment as provided in this Section 7.07.

(b)The Trustee and the Collateral Agent may resign with thirty (30) days’ prior notice, with respect to the Notes, and bedischarged from the trust hereby created by so notifying the Issuer in writing. The Holders of a majority in aggregate principal amount of the then outstanding Notes or the Issuer with thirty(30)days’priornoticemayremovetheTrusteeorCollateralAgent,asapplicable,bysonotifyingthe Trustee and the Issuer in writing not less than thirty (30) days prior to the effective date of such removal. The Issuer may also remove the Trustee or Collateral Agent with respect to the Notes if:

(1)theTrusteeortheCollateralAgentfailstocomplywithSection7.09hereof;

(2)the Trustee or the Collateral Agent is adjudged a bankrupt or an insolvent or an orderforreliefisenteredwithrespecttotheTrusteeortheCollateralAgentunder any Bankruptcy Law;

(3)acustodianorpublicofficertakeschargeoftheTrusteeortheCollateralAgentor

theirrespectiveproperty;or

(4)theTrusteeortheCollateralAgentbecomesincapableofacting.

(c)If the Trustee or the Collateral Agent resigns or is removed or if a vacancy exists in the office of Trustee or the Collateral Agent with respect to Notes for any reason, the Issuer will promptly appointasuccessorTrusteeorsuccessorCollateralAgent.Withinone(1)yearafterthesuccessorTrustee or successor Collateral Agent takes office, the Holders of a majority in aggregate principal amount of the then outstanding Notes may appoint a successor Trustee or successor Collateral Agent to replace the successor Trustee or successor Collateral Agent appointed by the Issuer.

(d)IfasuccessorTrusteeofsuccessorCollateralAgentwithrespecttotheNotesdoesnottake officewithinsixty(60)daysaftertheretiringTrusteeorretiringCollateralAgentresignsorisremoved,the retiring or removed Trustee or the retiring or removed Collateral Agent, as applicable, the Issuer, or the Holdersofatleast30%inaggregateprincipalamountofthethenoutstandingNotesmay,attheexpenseof the Issuer, petition any court of competent jurisdiction for the appointment of a successor Trustee or successor Collateral Agent, as applicable.

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(e)If the Trustee or Collateral Agent fails to comply with Section7.09hereof, such Holder may petition anycourt ofcompetent jurisdiction forthe removal ofthe Trustee orthe Collateral Agent, as applicable, and the appointment of a successor Trustee or successor Collateral Agent, as applicable.

(f)AsuccessorTrusteeorCollateralAgent,asapplicable,willdeliverawrittenacceptanceof its appointment to the retiring Trustee or retiring Collateral Agent, as applicable, and to the Issuer. Thereupon, the resignation or removal of the retiring Trustee or retiring Collateral Agent will become effective,andthesuccessorTrusteeorsuccessorCollateralAgentwillhavealltherights,powersandduties oftheTrusteeorCollateralAgent,asapplicable,forwhichitisactingasTrusteeorasCollateralAgent,as applicable, under this Indenture.The successor Trustee or Collateral Agent will mail or deliver electronicallyanoticeofitssuccessiontoHolders.TheretiringTrusteeorCollateralAgentwillpromptly transfer all property held by it as Trustee to the successor Trustee or as Collateral Agent to the successor Collateral Agent, as applicable; provided that all sums owing to the Trustee or Collateral Agent, as applicable, hereunder have been paid.

(g)The retiring Trustee or Collateral Agent shall have no responsibility or liability for any action or inaction of a successor Trustee or Collateral Agent, as applicable.

Section7.08    Successor TrusteeorCollateralAgentbyMerger,etc.

If the Trustee or Collateral Agent consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business (including this transaction) to, another corporation, the successor corporation without any further act will be the successor Trustee or successor Collateral Agent, as applicable.

Section7.09    Eligibility;Disqualification.

Therewill at all timesbe aTrusteehereunder that isanentity organizedanddoingbusiness under thelawsoftheUnitedStatesofAmericaorofanystatethereofthatisauthorizedundersuchlawstoexercise corporatetrust powers,thatissubjecttosupervisionorexaminationbyfederal or stateauthoritiesandthat hasacombinedcapitalandsurplusofatleast$50.0millionassetforthinitsmostrecentpublishedannual report of condition.

Section7.10    IntercreditorAgreement.

By acceptance of the Notes, the Holders shall be deemed to hereby (i) authorize and direct the Trustee and the Collateral Agent, as the case may be, to execute and deliver the Acceptable Intercreditor Agreements(onbehalfoftheCollateralAgent,theTrusteeandtheHolders)inwhichitisnamedasaparty, includingsuchchangesfromtheformattachedtothisIndenturethatarepermittedhereunder,(ii)agreethat assuch(x)theTrusteeandtheCollateralAgentwillbedeemedtobeapartytotheAcceptableIntercreditor Agreementsastrustee andagentfortheHoldersand (y)theCollateralAgent, theTrusteeand theHolders willbesubjecttoandboundbytheprovisionsofsuchAcceptableIntercreditorAgreement,and(iii)accept and authorize the Collateral Agent, as Collateral Agent for itself, the Trustee and the Holders under the Acceptable Intercreditor Agreements, to take such action as agent on their behalf and to exercise such powersundertheAcceptableIntercreditorAgreementsasaredelegatedtotheCollateralAgentbytheterms thereof and (y) accept and acknowledge the terms of the First Lien Intercreditor Agreement applicable to them and agree to be bound by the terms thereof applicable to holders of the First Lien Obligations (as definedintheFirstLienIntercreditorAgreement)withalltherightsandobligationsofanIndentureSecured Party (as defined in the First Lien Intercreditor Agreement) thereunder and bound by all the provisions thereof. It is hereby expressly acknowledged and agreed that, in taking the foregoing actions, the Trustee

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andtheCollateralAgentarenotresponsibleforthetermsorcontentsofsuchagreements,orforthevalidity or enforceability thereof, or the sufficiency thereof for any purpose.Whether or not so expressly stated therein, in entering into, or taking (or forbearing from) any action under pursuant to, the Acceptable IntercreditorAgreements,theTrusteeandtheCollateralAgenteachshallhavealloftherights,immunities, indemnities and other protections granted to them under this Indenture (in addition to those that may be granted to them under the terms of such other agreement or agreements).

ARTICLE8

LEGALDEFEASANCEANDCOVENANTDEFEASANCE

Section8.01    OptiontoEffectLegalDefeasanceorCovenantDefeasance.

The Issuer may, at its option evidenced by a resolution of its Board of Directors set forth in an Officer’s Certificate,atanytime,electto haveeither Section8.02or Section8.03hereof beapplied to the Notes Documents upon compliance with the conditions set forth below in this Article 8.

Section8.02    Legal Defeasance.

The Issuer may, at its option and at any time, elect to have: (i) all of its obligations discharged in full with respect to the Notes, (ii) any Subsidiary Guarantors’ obligations discharged with respect to their respectiveSubsidiaryGuarantee,(iii)anyobligationsoftheirAffiliates(includingHoldCo)setforthinthis Indenture discharged and (iv) any obligations of Parent under the Completion Guarantee discharged (hereinafter, “Legal Defeasance”) except for:

(1)the rights of Holders of such Notes that are then outstanding to receive payments in respect of the principal of, or interest or premium on, such Notes when such payments are due from the trust referred to in Section 8.04hereof;

(2)theIssuer’sNotesObligationsconcerningissuingtemporaryNotes,registrationof such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3)therights,powers,trusts,duties,indemnitiesandimmunities ofthe Trusteeunder this Indenture and the Notes Documents and the Issuer’s and any Subsidiary Guarantors’ Obligations in connection therewith; and

(4)thisArticle8.

Subject tocompliancewiththisArticle8, theIssuer may exercise its optionunder this Section 8.02notwithstanding the prior exercise of its option under Section 8.03hereof.

Section8.03    CovenantDefeasance.

Upon the Issuer’s exerciseunder Section8.01hereof of the option applicableto this Section8.03, the Issuer and each Subsidiary Guarantor shall, subject to the satisfaction of the conditions set forth in Section8.04hereof, be released from each of its obligations under any covenant provided hereunder, includingpursuanttoSections3.09and3.10,Section4.03through(andincluding)Section4.23hereof,and Articles 5, 12and 14hereof, with respect to the Notes on and after the date the conditions set forth in Section8.04hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of the

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Holders (and the consequences of any thereof) in connection with such provisions, but will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes will not be deemed outstanding for accounting purposes).For this purpose, Covenant Defeasance means that, with respect to the Notes and any Subsidiary Guarantee, the Issuer and any Subsidiary Guarantor may omit to complywith andshallhavenoliabilityinrespectofany term,conditionorlimitation setforthin anysuch provision,whetherdirectlyorindirectly,byreasonofanyreferenceelsewherehereintoanysuchcovenant or by reason of any reference in any such covenant to any other provision herein or in any other Notes Document and such omission to comply will not constitute a Default or an Event of Default underSection6.01hereof,but,exceptasspecifiedabove,theremainderofthisIndentureandsuchNotesandany SubsidiaryGuaranteeshallbeunaffectedthereby.Inaddition,upontheIssuer’sexerciseunder Section8.01hereofoftheoptionapplicabletothisSection8.03,subjecttothesatisfactionoftheconditions set forth in Sections 8.04, Sections 6.01(3), 6.01(4), 6.01(5), 6.01(7), 6.01(8)and 6.01(9)hereof shall not constitute Events of Default.

Section8.04    ConditionstoLegalorCovenantDefeasance.

(a)In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes under either Section 8.02or Section 8.03hereof:

(1)theIssuermustirrevocablydepositwiththeTrustee,intrust,forthebenefitofthe Holders,cashinDollars,non-callable Government Securitiesoracombinationof cash in Dollars and non-callable Government Securities, in amounts as will be sufficient to pay the principal of, or interest and premium on, such Notes that are then outstanding on the Stated Maturity or on the applicable redemption date, as thecasemaybe,andtheIssuermustspecifywhethersuchNotesarebeingdefeased to maturity or to a particular redemption date;

(2)in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable tothe Trustee confirming that, subject tocustomaryassumptionsandexclusions,(a)theIssuerhasreceivedfrom,orthere hasbeenpublishedby,theInternalRevenueServicearulingor(b)sincetheIssue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel will confirmthat,thebeneficialownersoftheNoteswillnotrecognizeincome,gainor lossforU.S.federalincometaxpurposesasaresultofsuchLegalDefeasanceand willbesubjecttoU.S.federalincometaxonthesameamounts,inthesamemanner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3)inthe caseof Covenant Defeasance,the Issuer shall havedeliveredtothe Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subjecttocustomaryassumptionsandexclusions,thebeneficialownersofthe Noteswillnotrecognizeincome,gainorlossforU.S.federalincometaxpurposes asaresultofsuchCovenantDefeasanceandwillbesubjecttoU.S.federalincome taxonthesameamounts,inthesamemannerandatthesametimesaswouldhave been the case if such Covenant Defeasance had not occurred;

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(4)no Default or Event of Default with respect to the Notes has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit);

(5)suchLegalDefeasanceorCovenantDefeasancewillnotresultinamaterialbreach orviolationof,orconstituteadefaultunderanymaterialagreementorinstrument (otherthanthis Indentureor the Collateral Documents)towhichthe Issuerorany of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries are bound;

(6)the Issuer must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over theothercreditorsoftheIssuerwiththeintentofdefeating,hindering,delayingor defrauding creditors of the Issuer or others; and

(7)the Issuer must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel,eachstatingthatallconditionsprecedentrelatingtotheLegalDefeasance or the Covenant Defeasance have been complied with.

Section8.05    DepositedMoneyandGovernmentSecuritiestoBeHeldinTrust;OtherMiscellaneousProvisions.

Subject to Section8.06hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section8.05, the “Trustee”) pursuant to Section8.04hereof in respect of the outstanding Notes shall be heldintrustandappliedbytheTrustee,inaccordancewiththeprovisionsofsuchNotesandthisIndenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respectofprincipal,premium,ifany,andinterest,butsuchmoneyneednotbesegregatedfromotherfunds except to the extent required by law.

The Issuershall pay and indemnifythe Trustee against any tax, fee or other charge imposedon or assessedagainstthecashornon-callableGovernmentSecuritiesdepositedpursuanttoSection8.04hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Notwithstanding anything in this Article 8to the contrary, the Trustee shall deliver or pay to the Issuer from time to time upon the request of the Issuer any money or non-callable Government Securities held by it as provided in Section8.04hereof which, in the opinion of a nationally recognized firm of independentpublicaccountantsexpressedinawrittencertificationthereofdeliveredtotheTrustee(which may be the opinion delivered under Section8.04(a)(1)hereof), are in excess of the amount thereof that would then be requiredto be depositedto effectan equivalent Legal Defeasance or Covenant Defeasance.

Section8.06    Repaymenttothe Issuer.

AnymoneydepositedwiththeTrusteeoranyPayingAgent,orthenheldbytheIssuer,intrustfor thepaymentoftheprincipalof,premium,ifany,orintereston,anyNotesandremainingunclaimedfor two (2) years after such principal, premium, if any, or interest has become due and payable, shall be paid totheIssueronitswrittenrequestor(ifthenheldbytheIssuer)willbedischargedfromsuchtrust;andthe Holders of such Notes will thereafter be permitted to look only to the Issuer for payment thereof, and all

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liabilityoftheTrusteeorsuchPayingAgentwithrespecttosuchtrustmoney,andallliabilityoftheIssuer as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimedandthat,afteradatespecifiedtherein,whichwillnotbelessthanthirty(30)daysfromthedate ofsuchnotificationorpublication,anyunclaimedbalanceofsuchmoneythenremainingshallberepaidto the Issuer.

Section8.07    Reinstatement.

If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable Government Securities in accordance with Section8.02or Section8.03hereof, as the case may be, by reasonofanyorderorjudgmentofanycourtorGovernmentalAuthorityenjoining,restrainingorotherwise prohibiting such application, then the Issuer’s and any Subsidiary Guarantor’s obligations under the applicableNotes Documents will be revived and reinstatedas though no deposit had occurred pursuant to Section8.02orSection8.03hereofuntilsuchtimeastheTrusteeorPayingAgentispermittedtoapplyall suchmoneyinaccordancewithSection8.02orSection8.03hereof,asthecasemaybe;provided,however, that, if the Issuer makes any payment of principal of, premium, if any, or interest on any Note following thereinstatementofitsobligations,theIssuershallbesubrogatedtotherightsoftheHoldersofsuchNotes to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE9

AMENDMENT,SUPPLEMENTANDWAIVER

Section9.01    WithoutConsentofHoldersofNotes.

Notwithstanding Section9.02hereof, the Issuer, any Subsidiary Guarantors, the Collateral Agent andtheTrustee,asapplicable,mayamendorsupplementtheNotesDocumentswithouttheconsentofany Holder:

(1)tocureanyambiguity,omission,mistake,defect,errororinconsistency;

(2)toprovideforuncertificatedNotesinadditiontoorinplaceofcertificatedNotes;

(3)toprovidefortheassumptionoftheIssuer’soranySubsidiaryGuarantor’sObligationsto Holders in the case of a merger or consolidation or sale of all or substantially all of the Issuer’s or any Subsidiary Guarantor’s assets;

(4)tomake any change that wouldprovideany additional rights or benefits tothe Holders or that does not adversely affect the legal rights under this Indenture of any such Holder in anymaterialrespect(includinganychangestonoticeortimingprovisions),ortosurrender any right or power conferred upon the Issuer or any Subsidiary Guarantor;

(5)to comply withrequirements oftheSECin ordertoeffectormaintainthequalificationof thisIndentureundertheTrustIndentureAct;

(6)toconformthetextoftheNotesDocumentstoanyprovisionofthe“DescriptionofNotes” sectionoftheOfferingMemorandumtotheextentthatsuchprovisioninthe“Description ofNotes”wasintendedtobeaverbatimorsubstantiallyverbatimrecitationofaprovision of the Notes Documents, as evidenced by an Officer’s Certificate of the Issuer;

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(7)toevidenceandprovidefortheacceptanceandappointmentunderthisIndentureofa

successorTrusteeorsuccessorcollateralagentpursuanttotherequirementsthereof;

(8)toprovidefortheissuanceofAdditionalNotesinaccordancewiththelimitationssetforth inthis Indenture;

(9)to allow any Subsidiary to execute a supplemental indenture and/or provide a Subsidiary Guarantee with respect to the Notes; provided that any supplemental indenture to add a Subsidiary Guarantor need only be signed by the Issuer, the Subsidiary Guarantor providing the Subsidiary Guarantee, and the Trustee;

(10)to add a guarantee of a parent entity or a co-obligor of the Notes under this Indenture or other Notes Documents;

(11)[reserved];

(12)to make any change to a Notes Document reasonably necessary, appropriate or advisable withrespectto(asdeterminedbytheIssueringoodfaith)aSharedFacilitiesArrangement that is not prohibited by this Indenture;

(13)to make any change to a Notes Document in connection with any Additional Project that is financed with Additional Project Debt pursuant to Section 4.04(a)(12), including any such changes reasonably necessary or appropriate (as determined by the Issuer in good faith) to cause the Additional Project Debt Conditions to be satisfied in connection with the incurrence of such Additional Project Debt; provided, however, that the terms of any amended or supplemented Notes Document shall,taken as a whole, not be materially less favorable to the Holders of the Notes relative to the terms of such Notes Document prior to such change (as determined in good faith by the Issuer);

(14)to release any Subsidiary Guarantor from its Subsidiary Guarantee pursuant to this Indenture when permitted, not prohibited or required by this Indenture;

(15)to enter into any Acceptable Intercreditor Agreement or amend an existing intercreditor agreement in a manner that would cause it to be (or continue to be) an Acceptable Intercreditor Agreement;

(16)tomake,completeorconfirmanygrantofCollateralpermitted,notprohibitedorrequired by any of the Notes Documents, including to amend the Collateral Documents (including toaddadditionalsecuredparties)andcreatenecessaryintercreditorarrangementstopermit pari passu Liens on the Collateral securing any Debt (including Credit Facilities and Additional Project Debt) to the extent otherwise permitted to be incurred under this Indenture, in each case, in customary form as determined by the Issuer in good faith;

(17)toaddCollateralwithrespecttotheNotes;

(18)to add any additional secured parties to any security documents or any Acceptable Intercreditor Agreement to the extent holding secured Debt otherwise permitted to be incurred hereunder;

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(19)to release, discharge, terminate or subordinate Liens on Collateral in accordance with the NotesDocuments,andtoconfirmandevidenceanysuchrelease,discharge,terminationor subordination;

(20)in the case of any Collateral Document, to include therein any legend required to be set forth therein pursuant to any Acceptable Intercreditor Agreement or to modify any such legend as required by any Acceptable Intercreditor Agreement;

(21)to provide for the succession of any parties to any Collateral Document (and other amendments that are administrative or ministerial in nature) in connection with an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of any other agreement that is not prohibited by this Indenture;

(22)to make any amendment to the provisions of this Indenture relating to the transfer and legendingofNotesnotprohibitedbythisIndenture,includingtofacilitatetheissuanceand administration of Notes;

(23)tocomplywiththerulesandproceduresofanyapplicablesecuritiesdepository;

(24)make any amendment to the provisions of any Notes Document to eliminate the effect of any accounting change or in the application thereof, as determined by the Issuer in good faith; or

(25)tomakeanyamendmentsthatarenecessaryorappropriate(asdeterminedingoodfaithby the Issuer) to give effect to the entry into a Qualifying Data Center Lease permitted hereunder.

Section9.02    WithConsentofHoldersofNotes.

(a)Except as provided in Section9.02(b)and Section9.02(c), the Issuer and the Trustee or Collateral Agent, as applicable, may amend or supplement any Notes Documents with the consent of the Holders of a majority in principal amount of the Notes then outstanding (including, without limitation, consentsobtainedinconnectionwithapurchaseof,ortenderofferorexchangeofferfor,suchNotes),and any existing Default, Event of Default or compliance with any provision of any Notes Document may be waived with the consent of the Holders of a majority in principal amount of the Notes that are then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, such Notes).

(b)Without the consent of each Holder of the Notes adversely affected, an amendment, supplement or waiver under this Section9.02may not (with respect to any such Notes held by a non-consenting Holder):

(1)reducetheprincipalamountofNoteswhoseHoldersmustconsenttoan amendment,supplementorwaiver;

(2)reducetheprincipalpayableinrespectoftheNotesonanydate,orextendthefixed maturityofanysuchNote;

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(3)reducetherateoforextendthestatedtimeforpaymentofinterestonanysuch Note;

(4)reducethepremiumpayableupontheredemptionofanyNoteorchangethedates on which any such premium is payable upon redemption; provided that any amendmentto theminimum noticerequirementmaybe made withthe consent of theHoldersofamajorityinaggregateprincipalamountoftheNotesofsuchseries then outstanding;

(5)makeanysuchNotepayableincurrencyotherthanthatstatedinsuchNotes;

(6)[reserved];

(7)impairthecontractualrightexpresslysetforthinthisIndentureortheNotesofany Holder to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes on or after the due dates therefor; or

(8)makeanychangetoSection9.01andthisSection9.02.

(c)Without the consent of the Holders of at least 75% in aggregate principal amount of the Notes then outstanding, no amendment or waiver may (1) make any change in any Collateral Documents or the provisions of Article 12or application of trust proceeds of the Collateral that releases the Liens on allor substantially all of the Collateral which secure the Notes Obligations in any singletransaction or (2) change or alter the priority of the Liens securing the Notes Obligations in respect of such Notes in any material portion of the Collateralinany wayadverseto the Holders of such Notes in anymaterial respect, otherthan,ineachcase,asprovidedunderthetermsoftheNotesDocumentsortheCollateralDocuments.

(d)For the avoidance of doubt, no amendment, waiver, modification or deletion of the provisions described under Article 4shall be deemed to impair or affect any rights of Holders to institute suit for the enforcement of any payment on or with respect to, or to receive payment of principal of, or premium, if any, or interest on, the Notes.

(e)The consent of the Holders is not necessary under this Section9.02to approve the particularformofanyproposedamendment,supplementorwaiver.Itissufficientifsuchconsentapproves thesubstanceoftheproposedamendment,supplementorwaiver.Aconsenttoanyamendment,supplement orwaiverunderthisIndenturebyanyHoldergiveninconnectionwithatenderofsuchHolder’sNoteswill not be rendered invalid by such tender.

(f)After an amendment, supplement or waiver under this Indenture becomes effective, the Issuer shall deliver to the Holders a notice briefly describing such amendment, supplement or waiver. However, any failure of the Issuer to deliver such notice to all of the Holders, or any defect in the notice will not impair or affect the validity of any such amendment, supplement or waiver.

(g)For the avoidance of doubt, the determination of whether any amendment, supplement or waiver has been consented to by the Holders shall, where applicable, include any Additional Notes that havebeenissuedunderthisIndentureatanytimepriorto,concurrentlyorcontemporaneouslywiththetime that such amendment, supplement or waiver becomes operative.

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Section9.03    EffectofConsents.

Untilanamendment,supplementorwaiverbecomeseffective,aconsenttoitbyaHolderofaNote isacontinuingconsentbytheHolderofaNoteandeverysubsequentHolderofaNoteorportionofaNote thatevidencesthesamedebtastheconsentingHolder’sNote,evenifnotationoftheconsentisnotmade on any Note.An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

Section9.04    NotationonorExchangeofNotes.

TheTrusteemayplaceanappropriatenotationaboutanamendment,supplementorwaiveronany Note thereafter authenticated.The Issuer in exchange for all Notes may issue and the Trustee shall, upon receipt of a Company Order, authenticate new Notes that reflect the amendment, supplement or waiver.

Failuretomaketheappropriate notation or issuea newNote will not affectthevalidity and effect of such amendment, supplement or waiver.

Section9.05    TrusteetoSignAmendments,etc.

Upon the request of the Issuer and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, the Trustee shall sign any amended or supplemental indenture or other amendment of or supplement to or waiver under any Notes Document authorized pursuant to this Article 9if the amendment, supplement or waiver does not adversely affect the rights, duties,liabilities,indemnities orimmunities of the Trusteeunder this Indenture,in whichcase the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture or any amendment of or supplement to or waiver under any Notes Document.In executing any amended or supplementalindentureorotheramendmentoforsupplementtoorwaiverunderanyNotesDocument,the Trustee will be entitled to receive and (subject to Section7.01hereof) will be fully protected in relying upon in addition to the documents set forth in Section 13.02, an Officer’s Certificate and an Opinion of Counseleachstatingthattheexecutionofsuchamendedorsupplementalindentureorotheramendmentof or supplement to or waiver under any Notes Document is authorized or permitted by this Indenture.

ARTICLE 10

SATISFACTIONANDDISCHARGE

Section10.01    SatisfactionandDischarge.

ThisIndenturewillbedischargedandwillceasetobeoffurthereffectastoallNotesissued hereunder, and the Completion Guarantee will cease to be of further effect, when:

(1)either:

(a)all such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuer, have been delivered to the Trustee for cancellation; or

(b)allsuchNotesthathavenotbeendeliveredtotheTrusteeforcancellation have become due and payable by reason of the issuance of a notice of redemption or otherwise or will become due and payable within one (1)

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year andthe Issuer or one or more SubsidiaryGuarantors has irrevocably depositedorcausedtobedepositedwiththeTrusteeastrustfundsintrust solely for the benefit of the Holders, cash in Dollars, non-callable Government Securities or a combination of cash in Dollars and non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Debt on the Notes not delivered to the Trustee for cancellation for principal,premiumandaccruedinteresttothedateofmaturityor redemption;

(2)noDefaultorEventofDefaultunderthisIndenturehasoccurredandiscontinuing on thedate of the deposit(other than aDefault orEvent ofDefault resultingfrom theborrowingoffundstobeappliedtosuchdeposit)andthedepositwillnotresult in a breach or violation of, or constitute a default under, any other material instrumenttowhichtheIssueroranySubsidiaryGuarantorisapartyorbywhich the Issuer or any Subsidiary Guarantor is bound;

(3)theIssueroranySubsidiaryGuarantorhaspaidorcausedtobepaidallsums payablebyitwithrespecttotheNotesunderthisIndenture;and

(4)the Issuer has delivered irrevocable written instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

Inaddition,theIssuermustdelivertotheTrusteeanOfficer’sCertificateandanOpinionofCounselstating that all conditions precedent to satisfaction and discharge have been satisfied.Upon any such satisfaction anddischarge,allSubsidiaryGuaranteesshallautomaticallyterminateandbeofnofurtherforceoreffect.

NotwithstandingthesatisfactionanddischargeofthisIndenture,ifmoneyhasbeendepositedwith the Trustee pursuant to subclause (b) of clause (1) of this Section10.01, the provisions of Section10.02andSection8.06hereofwillsurvive.Inaddition,nothinginthisSection10.01willbedeemedtodischarge those provisions of Section7.06hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Section10.02    Application ofTrustMoney.

Subject to the provisions ofSection8.06hereof, allmoney deposited with the Trustee pursuant to Section10.01hereofshallbeheldintrustandappliedbyit,inaccordancewiththeprovisionsoftheNotes andthisIndenture,tothepayment,eitherdirectlyorthroughanyPayingAgent(includingtheIssueracting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal, premium,ifany,andinterestforwhosepaymentsuchmoneyhasbeendepositedwiththeTrustee;butsuch money need not be segregated from other funds except to the extent required by law.

If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section10.01hereof by reason of any legal proceeding or by reason of any order or judgment of any court or Governmental Authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s and any Subsidiary Guarantor’s obligations under this Indenture and the Notes Documents shall be revived and reinstated as though no deposit had occurred pursuant to Section10.01hereof;providedthatiftheIssuerhasmadeanypaymentofprincipalof,premium,ifany,orinterestonany

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Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

ARTICLE 11

SUBSIDIARYGUARANTEES

Section11.01    Guarantee.

(a)Subject to this Article11,any Subsidiary Guarantors that becomes a party hereto hereby, jointly and severally, irrevocably and unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity andenforceabilityofthisIndenture,theNotesortheobligationsoftheIssuerhereunderorthereunder,that:

(1)theprincipalof,premium,ifany,andinterestontheNotesshallbepromptlypaid in full when due, whether at maturity, by acceleration, redemption or otherwise, andinterestontheoverdueprincipalofandinterestontheNotes,ifany,iflawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(2)incaseofanyextensionoftimeofpaymentorrenewalofanyNotesoranyofsuch other obligations, thatsameshall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise.

Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Subsidiary Guarantor will be obligated to pay the same immediately.Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.The obligations of suchSubsidiaryGuarantorinrespectofitsguaranteearesecuredbytheCollateralonaseniorsecuredbasis as provided in the Collateral Documents.

(b)EachSubsidiaryGuarantorherebyagreesthatitsobligationshereunderareunconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. EachSubsidiaryGuarantorherebywaivesdiligence,presentment,demandofpayment,filingofclaimswith a court in the event of an Insolvency or Liquidation Proceeding of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenant that this SubsidiaryGuarantee willnot be dischargedexceptbycomplete performanceoftheobligationscontained in the Notes and this Indenture.

(c)If anyHolder ortheTrusteeisrequiredbyanycourt or otherwisetoreturntotheIssuer,a SubsidiaryGuarantororanycustodian,trustee,liquidatororothersimilarofficialactinginrelationtoeither the Issuer or a Subsidiary Guarantor, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

(d)Each SubsidiaryGuarantoragreesthatit willnot beentitledtoanyright ofsubrogationin relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all

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obligationsguaranteedhereby.EachSubsidiaryGuarantorfurtheragreesthat,asbetweeneachSubsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article6hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such accelerationinrespectoftheobligationsguaranteedhereby,and(2)intheeventofanydeclarationof acceleration of such obligations as provided in Article6hereof, such obligations (whether or not due and payable) will forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee.

Section11.02    LimitationonSubsidiaryGuarantorLiability.

EachSubsidiaryGuarantor,andbyitsacceptanceofNotes,eachHolder,herebyconfirmsthatitis the intention of all such parties that the Subsidiary Guarantee of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to such Subsidiary Guarantee.To effectuate the foregoing intention, the Trustee, the Holders and the Subsidiary Guarantors hereby irrevocably agree that the obligations of each Subsidiary Guarantor willbelimitedtothemaximumamountthatwill,aftergivingeffecttosuchmaximumamountandallother contingentandfixedliabilitiesofeachSubsidiaryGuarantorthatarerelevantundersuchlaws,resultinthe obligations of each Subsidiary Guarantor under its respective Subsidiary Guarantee not constituting a fraudulent transfer or conveyance.

Section11.03    Releases.

(a)TheSubsidiaryGuaranteeofanySubsidiaryGuarantorshallbereleasedautomatically:

(1)upon the merger, amalgamation, consolidation, liquidation or dissolution of such Subsidiary Guarantor to the extent not prohibited by this Indenture;

(2)upon the full and final payment of the Notes and performance of all Notes Obligations of the Issuer and any Subsidiary Guarantor under this Indenture and the Notes;

(3)upondefeasanceorsatisfactionanddischargeoftheNotesasprovidedinArticle8and Article 10hereof;

(4)asdescribedinArticle9;

(5)upon any sale, exchange, transfer or other disposition (by merger, consolidation, amalgamation,dividend,distributionorotherwise)of(i)theCapitalStockofsuch Subsidiary Guarantor (including any sale, exchange or transfer) or (ii) all or substantially all of the assets of such Subsidiary Guarantor to a Person that is not the IssueroraSubsidiaryGuarantor,in eachcase,ifsuchsale,exchange,transfer orotherdispositionisnotprohibitedbytheapplicableprovisionsofthisIndenture; or

(6)if such Subsidiary Guarantor was not required to provide a Subsidiary Guarantee oftheNotesbutdidsoatitsoption,upontherequestofsuchSubsidiaryGuarantor ofareleaseatanytime(ifsuchSubsidiaryGuarantorwouldnotthenotherwisebe required to provide a Subsidiary Guarantee the Notes pursuant to this Indenture).

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(b)UpondeliverybytheIssuertotheTrusteeofanOfficer’sCertificatecertifyingthat(i)the action or event giving rise to a release has occurred as specified above and (ii) the release is authorized or permittedbythisIndenture,theTrusteeshallexecuteanydocumentsreasonablyrequestedbytheIssuerin ordertoevidencethereleaseofaSubsidiaryGuarantorfromitsobligationsunderitsrespectiveSubsidiary Guarantee.

(c)Unless released pursuant to clause (a) above, a Subsidiary Guarantor shall remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of such Subsidiary Guarantor under this Indenture as provided in this Article 11.

Section11.04    NotationNotRequired.

NeithertheIssuernortheSubsidiaryGuarantorsshallberequiredtomakeanotationontheNotes to reflect the Subsidiary Guarantees or any release, termination or discharge thereof.

ARTICLE 12

COLLATERALANDSECURITY

Section12.01    GrantofSecurityInterest.

(a)The due and punctual payment of the Notes Obligations will be secured, as of the Issue Date,asprovidedintheCollateralDocuments.TheIssuerherebyconsentsandagrees,andshallcauseeach Subsidiary Guarantor, to be bound by the terms of the Collateral Documents to which they are a party, as of the Issue Date and as the same may be in effect from time to time, and agree to perform its obligations thereunder in accordance therewith.The Issuer hereby agrees, and shall cause each Subsidiary Guarantor to agree, that the Collateral Agent shall hold the Collateral (directly or through co-trustees or agents) on behalf of and for the benefit of all of the Holders and the other holders of Notes Obligations.

(b)Each Holder, by its acceptance of any Notes consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release ofCollateralandamendmentstotheCollateralDocuments)asthesamemaybeineffectormaybeamended fromtimetotimeinaccordance withtheir terms,andauthorizesand appointsWilmingtonTrust, National Association as the Collateral Agent.Each Holder, by accepting any Notes, authorizes and directs the CollateralAgenttoenterintoanyCollateralDocumentstotheextentnotalreadyenteredintoandtoperform itsobligationsandexerciseitsrightsthereunderinaccordancetherewith,subjecttothetermsandconditions thereof.EachoftheTrustee,theCollateralAgentandtheHolders,byacceptinganyNotes,acknowledges that,asmorefullysetforthintheCollateralDocuments,theCollateralasnoworhereafterconstitutedshall beheldforthebenefitofalltheholdersofNotesObligations,theCollateralAgentandtheTrustee,andthe LiencreatedbyCollateralDocumentsissubjecttoandqualifiedandlimitedinallrespectsbytheCollateral Documents and actions that may be taken thereunder.

Section12.02    FurtherAssurances;LiensonAdditionalProperty.

(a)Subject to the limitations under this Indenture and/or the CollateralDocuments and applicablelaw,theIssuerandanySubsidiaryGuarantorwillusecommerciallyreasonableeffortstodo,or causetobedone,allacts and things thatmay be requiredtoensurethatthe Collateral Agent holds, forthe benefit of the Holders of the Notes Obligations, duly created and enforceable and perfected first-priority Liens (subject to Permitted Liens) on the Collateral (including any property or assets that are acquired or otherwise become, or are required by any Notes Document to become, Collateral after the Issue Date).

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(b)SubjecttothelimitationsunderthisIndentureand/ortheCollateralDocuments,atanytime andfromtimetotime(ineachcase,subjecttothetermsoftheapplicableNotesDocuments),theIssuerand any Subsidiary Guarantor will use commercially reasonable efforts to execute, acknowledge and deliver suchsecuritydocuments,instruments,certificates,noticesandotherdocuments,andtakesuchotheractions (including the filing of financing statements, amendments to financing statements and continuation statements) as may be reasonably required under applicable law or reasonably requested in writing by the CollateralAgenttocreate,perfect,protect,assureorenforcetheLiensandbenefitsintendedtobeconferred, in each case as contemplated by the Notes Documents for the benefit of the holders of Notes Obligations. Withinonehundredeighty(180)days(or,inthe event the Issuer or anySubsidiary Guarantor isunableto causesuchdeliverablestobeobtainedonor prior tosuchdate,suchlonger periodduringwhichtheIssuer isusingcommerciallyreasonableeffortstoobtainsuchdeliverables)oftheacquisitionbytheIssuerorany SubsidiaryGuarantor ofadditional RealEstate Assets(otherthanExcludedProperty) afterthe Issue Date, the Issuer or any Subsidiary Guarantor shall deliver the items set forth in Section 12.10(b)(i)through Section 12.10(b)(vii)to the extent applicable with respect thereto.

(c)Neither the Collateral Agent nor the Trustee shall be responsible to file financing statements orcontinuationstatements,or beresponsible formaintainingthesecurityinterestspurportedto be created under the Collateral Documents (except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it under the Collateral Documents) and such responsibility shall be solely that of the Issuer and any Subsidiary Guarantor.

Section12.03    ExclusionofExcessProperty

NotwithstandinganythingtothecontrarycontainedinthisIndentureoranyotherNotesDocument, the Excess Property shall not be subject to, and shall be expressly excluded and carved out from, any and all provisions of this Indenture and the other Notes Documents, including, without limitation:

(a)any Lien, security interest,pledge, hypothecation, mortgage, assignment, charge,or other encumbrance granted or purported to be granted in favor of the Trustee, the Collateral Agent, or any Holder of the Notes, whether pursuant to any Collateral Document, or otherwise;

(b)any covenant, restriction, or limitation (whether affirmative, negative, or financial in nature) applicable to HoldCo, the Issuer or any of their respective Subsidiaries, including anyrestrictionsonthesale,lease,transfer,assignment,conveyance,disposition,licensing, sublicensing, parcelization, condominiumization, partitioning, or other monetization of assets, whether contained in this Indenture, any Collateral Document, or any other Notes Document;

(c)anyrepresentation,warranty,orcertificationrelatingtotheownership,condition,value,or status of any Collateral;

(d)any Event of Default or default, or any condition,circumstance, orevent that would, with the giving of notice or passage of time (or both), constitute an Event of Default ordefault under this Indenture or any other Notes Document;

(e)any right of the Trustee, the Collateral Agent, or any Holder of the Notes to inspect, take possession of, foreclose upon, collect, or otherwise exercise remedies with respect to the Excess Property;

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(f)any obligation to deliver, maintain, or provide insurance coverage, appraisals, environmental reports, title insurance, or any other documentation or perfection requirements with respect to the Excess Property; and

(g)any other term, provision, or requirement of this Indenture or any other Notes Document that would otherwise purport to encumber, restrict, limit, or impose any obligation or liability with respect to the Excess Property.

For the avoidance of doubt, the Issuer and its Subsidiaries shall be entitled to sell, lease, license, transfer, convey, assign, dispose of, monetize, parcel, subdivide, condo, develop, repurpose, or otherwise deal with all or any portion of the Excess Property without any restriction under, or consent, notice, or approvalrequiredby,thisIndentureoranyotherNotesDocument,andtheproceedsofanysuchtransaction shall not constitute Collateral or Net Cash Proceeds or be subject to any Lien in favor of the Trustee, the CollateralAgent,ortheHoldersoftheNotes.TheExcessPropertyshallatalltimesbetreatedasExcluded Property for all purposes under this Indenture and the other Notes Documents.

Section12.04    ReleaseandSubordinationofCollateral.

(a)The Liens on the Collateral of this Indenture will no longer secure the Notes outstanding underthisIndentureoranyotherNoteObligationswithrespecttosuchNotes,andtherightoftheHolders to the benefits and proceeds of the Liens on the Collateral will terminate and be discharged, in each case, automatically and without the need for any further action by any Person:

(1)inconnectionwithanysale,assignment,conveyance,transferorotherdisposition of such properties or assets (including as part of or in connection with any other sale, assignment, conveyance, transfer or other disposition not prohibited by this Indenture) after the Issue Date to a Person that is not (after giving effect to such transaction) a Company Party in a transaction not prohibited bythis Indenture (to the extent of the interest sold, assigned, conveyed, transferred or disposed of);

(2)in the case of any Subsidiary Guarantor being released from its Subsidiary Guarantee pursuant to the terms of this Indenture, the release of the property or assets of such Subsidiary Guarantor;

(3)pursuanttoArticle9hereof;

(4)upon the full and final payment of the Notes and performance of all Notes Obligations of the Issuer and any Subsidiary Guarantor under this Indenture and the Notes;

(5)upon Legal Defeasance orCovenant Defeasance under this Indenture pursuant to Article 8hereof or upon the satisfaction and discharge of this Indenture in accordance with Article 10hereof;

(6)as requiredtoeffect any sale or other disposition of Collateral inconnectionwith any exercise of remedies of the Collateral Agent pursuant to the Collateral Documents or by the Applicable Collateral Agent (as defined in the First Lien Intercreditor Agreement) pursuant to the First Lien Intercreditor Agreement; and

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(7)ifsuchpropertyorassets,oranyportionthereof,atanytimeconstitutesExcluded Property or Excess Property.

(b)Each Holder, by its acceptance of the Notes agreesthatthe Collateral Agent is authorized to subordinate the Liens granted to it under the Collateral Documents in accordance with Section 6.11 of the Security Agreement without the consent, authorization, direction or instruction of any Holder or the Trustee.

Section12.05    ReleaseandSubordinationDocumentation.

UponcompliancewiththeconditionstoreleasealloranyportionoftheCollateralortosubordinate its Lien on any portion of the Collateral set forth in Section 12.04(including, without limitation, any determination by the Company to designate any of its Property as Excluded Property in accordance with thetermsofthisIndenture),theCollateralAgentshall,withouttheconsentorauthorizationofanyHolder, and withoutanyconsent,directionorinstructionfromthe Trustee,promptlytakeallactions necessary(at the written request of and the expense of the Issuer) to effectuate such release or subordination and to release and re-convey to the Issuer or any Subsidiary Guarantor, as the case may be, or to subordinate its Lien, as the case may be,the applicable portion oftheCollateral that is authorizedto be released pursuant to Section 12.04. The Collateral Agent shall deliver such Collateral in its possession to the Issuer or any Subsidiary Guarantor, as the case may be, and shall execute and deliver to Issuer or any Subsidiary Guarantor, as the case may be, any and all releases, satisfactions, discharges, terminations, UCC amendments or terminations, subordination agreements, and other instruments or documents reasonably requested bythe Issuertoevidence oreffectuatesuchreleaseorsubordination.The Trustee and Collateral Agent shall be entitled to receive an Officer’s Certificate stating that all conditions precedent under this Indenture have been complied with and that it is permitted for the Trustee and/or the Collateral Agent to execute and deliver the instruments or documents requested by the Issuer in connection with such release or subordination.

Section12.06    [Reserved].

Section12.07    PurchaserProtected.

NopurchaserorgranteeofanypropertyorrightspurportingtobereleasedfromtheLiensinfavor oftheCollateralAgentshallbeboundtoascertaintheauthorityoftheCollateralAgentorTrusteetoexecute the release or to inquire as to the existence of any conditions herein prescribed for the exercise of such authority so long as the conditions set forth in Section 12.05have been satisfied.

Section12.08    AuthorizationofReceiptofFundsbytheTrusteeUndertheCollateralDocuments.

TheTrusteeisauthorizedtoreceiveanyfundsforthebenefitofHoldersdistributedunderthe Collateral Documents and to apply such funds as provided in Section 6.07.

Section12.09    PowersExercisablebyReceiverorTrustee.

In case the Collateral shall be in the possession of a receiver or trustee, lawfully appointed, the powers conferred in this Article 12upon the Issuer or Grantor, as applicable, with respect to the release, sale or other disposition of such property may be exercised by such receiver or trustee, and an instrument signedbysuchreceiverortrusteeshallbedeemedtheequivalentofanysimilarinstrumentoftheIssueror anyGrantor,asapplicable,orofanyofficerorofficersthereofrequiredbytheprovisionsofthisArticle12.

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Section12.10    RealEstateDeliverables.

(a)[Reserved].

(b)Withinonehundredeighty(180)daysoftheIssueDate(or,intheeventtheIssuerisunable to cause such deliverables to be obtained on or prior to such date, such longer period during which the Issuerisusingcommerciallyreasonableeffortstoobtainsuchdeliverables),withrespecttoanyreal property Collateral owned, leased orotherwiseheld asof theIssueDate, theIssuer and any Subsidiary Guarantors shall deliver or cause to be delivered the following:

(i)a Mortgage, duly executed and delivered by the owner or leasehold owner, as applicable, of suchreal property and suitable forrecording inthe applicable recording office(s)in ordertocreateavalidandenforceablefirstpriorityLiensubjecttonootherLiensexceptPermitted Liens, together with evidence that all filing and recording Taxes and fees have been paid or otherwise provided for;

(ii)opinions of counsel regarding the due authorization, execution, delivery, enforceabilityandperfectionofsuchMortgageandsuchothermatterscustomarilycoveredinreal estate opinions;

(iii)a policy or marked up unconditional binder of title insurance, for which all necessary fees have been paid, in the amount of the lesser of (A) the amount of the Notes; or (B) the Fair Market Value of the respective Real Estate Assets insured thereby, issued by a nationally recognized title insurance company (the “Title Insurer”) insuring the Lien of such Mortgage as a valid Lien on the real property described therein, free of any other Liens except Permitted Liens, togetherwithsuchcustomary(asdeterminedingoodfaithbytheIssuer)endorsements,coinsurance and reinsurance to the extent the same are customarily available in the applicable jurisdiction at commercially reasonable rates;

(iv)asurveywithrespecttosuchrealproperty(includingallimprovements,easements and other customary matters thereon), as applicable, for which all necessary fees have been paid, which(A)compliesinallmaterialrespectswiththeminimumdetailrequirementsoftheAmerican Land Title Association and American Congress of Survey and Mapping as such requirements are in effect on the date of preparation of such survey and (B) is sufficient for the Title Insurer to removeallstandardsurveyexceptionsfromthetitleinsurancepolicyrelatingtosuchrealproperty andtoissuesurvey-relatedendorsements;provided,however,thatsolongastheTitleInsurershall accept the same to eliminate the standard survey exceptions from such policy and issue survey-relatedendorsements,inlieuofanewsurvey,theIssuerorsuchSubsidiaryGuarantormayprovide an existing survey together with an affidavit of no change;

(v)[reserved];

(vi)copies of applicable leases, memorandum of lease, a subordination, non-disturbance and attornment agreements from the Tenant, landlord consents and estoppels, all as applicableandtotheextenttheIssuerorsuchSubsidiaryGuarantorisabletoobtainthesamefrom such parties after the use of commercially reasonable efforts; and

(vii)such customary affidavits, certificates, information or instruments of indemnificationasshallberequiredtoinducetheTitleInsurertoissuethetitlepolicytotheextent customarily available in the applicable jurisdiction at commercially reasonable rates.

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(c)Notwithstandinganythingto the contrary herein,inno event shall the Lease Guarantor or any of its Affiliates be required to execute any additional documents, contracts or forms.

(d)Notwithstanding the foregoing, the actions otherwise required by the foregoing may be extendedorwaivedbytheIssuerwheretheIssueroranySubsidiaryGuarantorreasonablydeterminesthat such actions cannot be accomplished without undue effort or expense or by the time or times at which it wouldotherwiseberequiredorthattheburden,costorconsequencesofsuchactionsisexcessiveinrelation tothepracticalbenefitstobeobtainedtherefrom,ormaybeextendedforsolongastheIssuerorany Subsidiary Guarantor is using commercially reasonable efforts to meet such requirements.

ARTICLE 13

MISCELLANEOUS

Section13.01    Notices.

Any notice or communication by the Issuer or the Trustee or Collateral Agent to the other party heretoisdulygivenifinwritinganddeliveredinPersonormailedbyfirstclassmail(registeredorcertified, return receipt requested), email, facsimile transmission or overnight air courier guaranteeing next-day delivery, to the others’ address:

IftotheIssuer:

SECosmos,LLC

c/oEnergyGlobal,LP

3 Lagoon Drive, Suite 280

RedwoodCity,California94065

Attention: Head of Legal

Email:legalus@sbenergy.com

IftotheTrusteeortheCollateralAgent:

WilmingtonTrust,NationalAssociation

Global Capital Markets

277ParkAvenue,25thFloor

NewYork,NewYork10172

Attention:SECosmos,LLCNotesAdministrator

TheIssuer,theTrusteeortheCollateralAgent,bynoticetotheothers,maydesignateadditionalor different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders) will be deemed to have been duly given:at the time delivered by hand, if personally delivered; five (5) Business Days after being deposited in the mail, postage prepaid, if mailed; when sent, without automatic reply that such was unsuccessful; if emailed; when receipt acknowledged, if sent by facsimile transmission; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

Any notice or communication to a Holder will be delivered electronically or mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery or emailed to its address shown on the register kept by the Registrar.Failure to mail a notice or

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communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders. ForsolongasanyNotesarerepresentedbyGlobalNotes,allnoticestoHolderswillbedeliveredtoDTC, which will give such notices to the Holders of book-entry interests in accordance with the applicable procedures of DTC, delivery of which shall be deemed to satisfy the requirements of this paragraph.

If a notice or communication is delivered or mailedin the manner provided abovewithin thetime prescribed, it is duly given, whether or not the addressee receives it.

If the Issuer delivers a notice or communication to Holders, it will mail a copy to the Trustee and each Agent at the same time.

Section13.02    CertificateandOpinionastoConditionsPrecedent.

UponanyrequestorapplicationbytheIssuertotheTrusteetotakeanyactionunderthisIndenture (other than in connection with the Company Order, dated the date hereof, and delivered to the Trustee in connection with the issuance of the Initial Notes), the Issuer shall furnish to the Trustee:

(1)anOfficer’sCertificateinformandsubstancereasonablysatisfactorytotheTrustee(which mustincludethestatementssetforthinSection13.03hereof)statingthat,intheopinionof the signer, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

(2)anOpinionofCounselinformandsubstancereasonablysatisfactorytotheTrustee(which mustincludethestatementssetforthinSection13.03hereof)statingthat,intheopinionof such counsel, all such conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with.

Any Officer’s Certificate may be based, insofar as it relates to legal matters, upon an Opinion of Counsel. Any Opinion of Counsel may be based and may state that it is so based, insofar as it relates to factual matters, upon certificates of public officials or an Officer’s Certificate stating that the information with respect to such factual matters is in the possession of the Issuer or a Subsidiary of the Issuer.

Section13.03    StatementsRequiredinCertificateorOpinion.

Each Officer’s Certificate or Opinion of Counsel with respect to compliance with a covenant or conditionprecedentprovidedforinthisIndentureortheotherNotesDocumentsmustincludesubstantially:

(1)astatementthatthePersonmakingsuchcertificateoropinionhasreadsuchcovenantor condition;

(2)abriefstatementastothenatureandscopeoftheexaminationorinvestigationuponwhich thestatementsoropinionscontainedinsuchcertificateoropinionarebased;

(3)a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

(4)astatementastowhetherornot,intheopinionofsuchPerson,suchcovenantorcondition has been satisfied.

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Section13.04    RulesbyTrusteeandAgents.

TheTrusteemaymakereasonablerulesforactionbyoratameetingofHolders.TheAgentsmay make reasonable rules and set reasonable requirements for their functions.

Section13.05    NoLiabilityofDirectors,Officers,EmployeesandStockholders.

Nodirector,officer,employee,incorporator,stockholder,member,manager,partnerorAffiliateof anyCompanyParty,assuch,willhaveanyliabilitywhatsoeverforanyObligationsoftheCompanyParties under the Notes Documents, or for any claim based on, in respect of, or by reason of, such Obligations or theircreation.ByacceptingaNote,eachHolderirrevocablywaivesandreleases,andagreesnottoassert, allsuchliabilityandclaimsagainstanysuchPerson.Theforegoingwaiverandreleasearepartofthe considerationforissuanceoftheNotes.Thewaivermaynotbeeffectivetowaiveliabilitiesunderthe federal securities laws.

Any discretion exercised, or determination made, by the Company Parties as required or as permitted pursuant to the Notes Documents shall be conclusive and binding for all purposes, absent manifest error.

Section13.06    GoverningLaw.

(a)THIS INDENTURE, THE NOTES AND ANY SUBSIDIARY GUARANTEES SHALL BEGOVERNEDBY,ANDCONSTRUEDINACCORDANCEWITHTHELAWSOFTHESTATEOF NEW YORK.

(b)Each partyheretoirrevocablyand unconditionallysubmits totheexclusive jurisdictionof the Supreme Court of the State of New York sitting in the Borough of Manhattan, New York County and of the United States District Court of the Southern District of New York sitting in the Borough of Manhattan,andanyappellatecourtfromanyjurisdictionthereof,inanyactionorproceedingarisingoutof or relating to this Indenture, the Notes or any Subsidiary Guarantee, or for recognition or enforcement of any judgment,and each ofthe parties hereto herebyirrevocably and unconditionally agrees thatall claims inrespectofanysuchactionorproceedingmaybeheardanddeterminedinsuchNewYorkStateor,tothe extent permitted bylaw,insuch Federalcourt.Each partyhereto agrees thata final judgment inanysuch actionorproceedingshallbeconclusiveandmaybeenforcedinotherjurisdictionsbysuitonthejudgment or in any other manner provided by law.Nothing in this Indenture shall affect any right that any party hereto otherwise have to bring any action or proceeding relating to this Indenture against any party hereto or its properties in the courts of any jurisdiction.

(c)Each party hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action orproceeding arising out of orrelating to this Indenture in any courtreferred to in Section13.06(b)hereto.Each party hereto irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d)Each party hereto irrevocably consents to service of process in the manner provided for notices in Section13.01hereof, such service to be effective upon receipt.Nothing in this Indenture will affect the right of any party hereto to serve process in any other manner permitted by law.

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Section13.07    Waiverof Immunity.

To the extent that the Issuer has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachmentinaidofexecutionorexecution,onthegroundofsovereigntyorotherwise)withrespecttoitself or its property, it hereby irrevocably waives, to the fullest extent permitted by applicable law, such immunity in respect of its obligations under this Indenture and/or the Notes.

Section13.08    Waiverof JuryTrials.

ALL PARTIES HERETO AND THE HOLDERS (BY ACCEPTANCE OF THE NOTES) HEREBY IRREVOCABLY WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Section13.09    NoAdverseInterpretationofOtherAgreements.

This Indenture may not be used to interpret any other indenture, loan or debt agreement or other agreement of the Issuer of its Subsidiaries or of any other Person.Any such indenture, loan or debt agreement or other agreement may not be used to interpret this Indenture.

Section13.10    Successors.

AllagreementsoftheIssuerinthisIndentureandtheNoteswillbinditssuccessors.Allagreements of the Trustee in this Indenture will bind its successors.

Section13.11    USAPatriotAct.

The parties hereto acknowledge that in accordance with Section326 of the USA Patriot Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity thatestablishesarelationshiporopensanaccountwiththeTrustee.ThepartiestothisIndentureagreethat theywillprovidetheTrusteewithsuchinformationasit mayrequest inorder fortheTrusteetosatisfythe requirements of the USA Patriot Act.

Section13.12    Severability.

In case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity,legalityandenforceabilityoftheremainingprovisionswillnotinanywaybeaffectedorimpaired thereby.

Section13.13    CounterpartOriginals.

ThepartiesmaysignanynumberofcopiesofthisIndenture.Eachsignedcopywillbeanoriginal, but all of them together represent the same agreement. The exchange of copies of this Indenture and of signature pages by facsimile, or PDF or other electronic transmission shall constitute effective execution anddeliveryof thisIndentureastothepartiesheretoandmaybeusedinlieuof theoriginal Indentureand signaturepagesforallpurposesandshallconstituteeffectiveexecutionanddeliveryofthisIndentureasto thepartiesheretoandwillbeofthesameeffect,validityandenforceabilityasmanuallyexecutedsignatures

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or a paper-based recordkeeping system, as the case may be, to the extent and as provided for under applicable law, including the Electronic Signatures in Global and National Commerce Act of 2000 (15 U.S.C. §§ 7001-7006),theElectronic Signatures andRecords Act of 1999(N.Y. State Tech.§§ 301-309), or any other similar state laws based on the Uniform Electronic Transactions Act; provided that, notwithstanding anything herein to the contrary, the Trustee is not under any obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by such Trustee pursuant to procedures approved by such Trustee.

Section13.14    TableofContents,Headings,etc.

The Table of Contents and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and will in no way modify or restrict any of the terms or provisions hereof.

Section13.15    Legal Holidays.

In any case where any interest payment date, redemption date, Payment Date, Change of Control PaymentDateorStatedMaturityofanyNoteshallnotbeaBusinessDay,then(notwithstandinganyother provision of this Indenture or of the Notes) payment of principal (or premium, if any) or interest or other required payment need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest payment date, redemption date, Payment Date, Change of Control Payment Date or at the Stated Maturity; provided that no interest shall accrue on such paymentfortheperiodfromandaftersuchinterestpaymentdate,redemptiondate,PaymentDate,Change of Control Payment Date or Stated Maturity, as the case may be.

[Signaturesonfollowingpages]

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INWITNESSWHEREOF,thepartiesheretohavecausethisIndenturetobedulyexecuted, all as of the date first above written.

[Signature Page to the Indenture]

[Signature Page to the Indenture]

EXHIBIT A

FORMOFNOTE

[FACEOFNOTE]

[Insert the Global Note Legend, if applicable]

[InsertthePrivatePlacementLegend,ifapplicable]

[InserttheRegulationSTemporaryGlobalNoteLegend,ifapplicable]

promisestopayto_________________________orregisteredassignstheprincipalsumof _________________________________________________ dollarsonMay1,2031.

Interest Payment Dates:May 1 and November 1

RecordDates:April15andOctober15

Dated:____________, 20__

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[BACKOFNOTE]

8.875%SeniorSecuredNotesdue2031

CapitalizedtermsusedhereinhavethemeaningsassignedtothemintheIndenturereferredto below unless otherwise indicated.

1.Interest.SECosmos,LLC,aDelawarelimitedliabilitycompany(the“Issuer”),promises topayinterestontheprincipalamountofthisNoteat8.875%perannumfromMay7,2026untilmaturity. TheIssuershallpayinterestsemi-annuallyinarrearsonMay1andNovember1ofeachyear,orifanysuch day is not a Business Day, on the next succeeding Business Day (and without any additional interest or other payment in respect ofany delay) (each, an “Interest Payment Date”), with the same force and effect as if made on such date.Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Defaultinthepaymentofinterest,andifthisNoteisauthenticatedbetweenarecorddatereferredtoonthe facehereofandthenextsucceedingInterestPaymentDate,interestshallaccruefromsuchnextsucceeding Interest Payment Date; provided further, that the first Interest Payment Date shall be November 1, 2026. Interest will be computed on the basis of a 360-day year comprised oftwelve (12)thirty(30)-day months, and with respect to any period less than a full calendar month, on the basis of the actual number of days elapsed during the period.

2.Method of Payment.The Issuer shall pay interest on the Notes to the Persons who are registered Holders of Notes on April 15 and October 15 (whether or not a Business Day) immediately preceding the Interest Payment Date, except that interest payable at maturity will be paid to the person to whomprincipalispaid.TheNoteswillbepayableastoprincipal,premium,ifany,andinterestattheoffice oragencyoftheIssuermaintainedforsuchpurpose,or,attheoptionoftheIssuer,paymentofinterestand maybemadebycheckmailedtotheHoldersattheiraddressessetforthintheregisterofHolders;provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest and premium, if any, on, all Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to the Issuer or the Paying Agent.Such payment shall be in such coin orcurrencyoftheUnitedStatesofAmericaasatthetimeofpaymentislegaltenderforpaymentofpublic and private debts.

3.Paying Agent and Registrar.Initially, Wilmington Trust, National Association, the TrusteeundertheIndenture,willactasPayingAgentandtheRegistrar.TheIssuermaychangeanyPaying AgentortheRegistrar without priornoticeto any Holder.TheIssueroranyofits Subsidiariesmayactin any such capacity.

4.Indenture.The Issuer issued the Notes as one of a duly authenticated series of securities of the Issuer issued and to be issued in one or more series under an Indenture dated as May 7, 2026 (the “Indenture”), amongthe Issuer,HoldCo,the Trustee and the Collateral Agent, and Holdersarereferred to the Indenture for a statement of such terms.To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.The Issuer shall be entitled to issue Additional Notes pursuant to Section 2.07of the Indenture.

5.Optional Redemption.

(1)At any time prior to May 1, 2028, the Issuer may, on any one or more occasions, redeem all or a part of the Notes at a redemption price equal to 100.000% of the principal amount of the Notes to beredeemed,plustheApplicablePremiumasof,andaccruedandunpaidinterest,ifany,to,butexcluding,

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theredemptiondate,subjecttotherightsoftheHoldersofsuchNotesontherelevantrecorddatetoreceive interest due on the relevant interest payment date.

(2)At any time prior to May 1, 2028, the Issuer may, on any one or more occasions, redeem Notesin an amount not toexceedthe cash proceedsfrom any Equity Offering at aredemptionprice equal to 108.875% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the rights of the Holders of such Notes on the relevant record datetoreceive interest dueon therelevantinterest payment date), in anaggregateprincipalamountfor all such redemptions not to exceed 40% of the aggregate principal amount of the Notes issued under the Indenture; provided that:

(i)ineachcasetheredemptiontakesplacenotlaterthanonehundredeighty (180)daysaftertheclosingoftherelatedEquityOffering,and

(ii)not less than 50% of the aggregate principal amount of the Initial Notes remains outstanding immediately thereafter (excluding Notes held by the Issuer or any of its Subsidiaries), unless all such Notes are redeemed or repurchased or to be redeemed or repurchased substantially concurrently.

(3)AtanytimeonorafterMay1,2028,theIssuermay,onanyoneormoreoccasions,redeem allorapartoftheNotesatthefollowingredemptionprices(expressedasapercentageofprincipalamount oftheNotestoberedeemed)setforthbelow,plusaccruedandunpaidinterest,ifany,to,butexcluding,the redemptiondate,ifredeemedduringthe12-monthperiodbeginningonMay1ofeachoftheyearsindicated below subject to the rights of the Holders of such Notes on the relevant record date to receive interest due on the relevant interest payment date:

(4)At any time prior to May 1, 2028, the Issuer may, during each calendar year, on one or more occasions, redeem up to 10% of the aggregate principal amount of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes), at a redemption price equal to 103.000% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest,ifany,to,butexcluding,theredemptiondate,subjecttotherightsofHoldersofsuchNotesonthe relevant record date to receive interest due on the relevant interest payment date.

(5)Upon the occurrence of a Data Center Lease Termination Event, the Issuer may, on any one or more occasions, redeem all or a part of the Notes at a redemption price equal to 100.000% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, subject to the rights of Holders of such Notes on the relevant record date to receive interest due on the relevant interest payment date.

(6)Upon or after the Initial Commencement Date, in the event that, as of any applicable date of determination (and prior to giving effect to any optional redemption pursuant to this paragraph), the Issuer’s DebtService CoverageRatioislessthan1.1:1.0, the Issuermayredeemaportion oftheNotes,at a redemption price equal to 100.000% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, subject to the rights of Holders of such Notes on the relevant record date to receive interest due on the relevant interest payment date, in an

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aggregateprincipalamount(roundedintheIssuer’ssolediscretiontothenearest$2,000orintegralmultiple of $1,000 in excess thereof to maintain authorized denominations) such that, after giving effect to such redemption, the Issuer’s Debt Service Coverage Ratio is no greater than 1.1:1.0.

(7)Notwithstanding the foregoing, in connection with any tender offer for or other offer to purchase the Notes, including a Change of Control Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such offer and the Issuer,or anythird partymaking suchanoffer inlieu of the Issuer, purchaseall ofthe Notes validlytenderedandnotwithdrawnbysuchHolders,allHolderswillbedeemedtohaveconsentedtosuch offer, and the Issuer or such third party will have the right upon not less than ten (10) nor more than sixty (60)days’notice,givennotmorethanthirty(30)daysfollowingsuchofferexpirationdate,toredeem(with respecttotheIssuer)orpurchase(withrespecttoathirdparty)Notesthatremainoutstanding,inwholebut not in part, following such purchase at a price equal to the price paid to each other Holder (excluding any early tender, incentive or similar fee) in such offer, plus, to the extent not included in the offer payment, accruedandunpaidinterest,ifany,thereon,to,butexcluding,suchredemptiondate.Indeterminingwhether the Holders of at least 90% of the aggregate principal amount of the then outstanding Notes have validly tenderedandnotvalidlywithdrawnsuchNotesinatenderofferorotheroffertopurchase,suchcalculation shallincludeallNotesownedbyanAffiliateoftheIssuer(notwithstandinganyprovisionoftheIndenture to the contrary).

(8)If a redemptiondateis nota Business Day, paymentmaybemade onthenext succeeding day that is a Business Day, and no interest shall accrue on any amount that would have been otherwise payable on such redemption date if it were a Business Day for the intervening period.

(9)If the optional redemption date is on or after an interest record date but on or prior to the relatedinterestpaymentdate,thenanyaccruedandunpaidinterestinrespectofNotessubjecttoredemption will be paid on the redemption date to the Person in whose name the Note is registered at the close of business on such record date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Issuer.

6.Offer to Repurchase Upon a Change of Control.Upon the occurrence of a Change of ControlTriggerEvent,theIssuershallmakeaChangeofControlOfferinaccordancewithSection4.11of the Indenture.

7.DataCenterTerminationOffer.UpontheoccurrenceofaDataCenterLeaseTermination Default, the Issuer shall make a Termination Fee Offer in accordance with Section 3.10of the Indenture.

8.Notice of Redemption.Any notice of redemption will be furnishedto each Holder whose Notes are to be redeemed in accordance with Section 3.03of the Indenture.

9.Denominations,Transfer,Exchange.TheNotesareinregisteredformwithoutcouponsin minimum denominations of $2,000 and integral multiples of $1,000 in excess of $2,000.A Holder may transfer or exchange Notes in accordance with the provisions of the Indenture.The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of Notes.There will be no service charge for any transfer or exchange of the Notes, but Holders will be required to pay all taxes due on transfer.The Issuer is not required to transfer or exchange any Note selected for redemption or to transfer or exchange any Note for a period of fifteen (15) days before a selection of Notes to be redeemed.The registered Holder will be treated as the owner of the Note for all purposes.

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10.PersonsDeemedOwners.TheregisteredHolderofaNoteshallbetreatedasitsownerfor all purposes.

11.Amendment, Supplement and Waiver.Subject to certain exceptions set forth in the Indenture, the Issuer, any Subsidiary Guarantor and the Trustee may amend or supplement the Notes DocumentswiththeconsentoftheHoldersofatleastamajorityinprincipalaggregateamountoftheNotes then outstanding and any existing Default or Event of Default (other than a Default or Event of Default in thepaymentoftheprincipalof,premiumorinterestonsuchNotes,exceptapaymentdefaultresultingfrom anaccelerationthathasbeenrescinded)orcompliancewithanyprovisionoftheNotesDocumentsmaybe waived with the consent of the Holders of a majority in principal aggregate amount of the Notes then outstanding.Without the consent of each Holder affected, the Notes Documents may not (with respect to anysuchNotesheldbyanon-consentingHolder)beamended,supplementedorwaivedforcertainpurposes set forth in the Indenture.

12.DefaultsandRemedies.EventsofDefaultincludethoseeventsassetforthintheIndenture. In the case of an Event of Default with respect to the Issuer with respect to the Notes arising from certain events of bankruptcy or insolvency, principal of and accrued and unpaid interest on all the Notes that are outstandingwillbecomedueandpayableimmediatelywithoutfurtheractionornotice.IfanyotherEvent of Default occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of the Notesthatare outstandingmaydeclarethe principalof and accruedandunpaidinterestonallthe Notesto be due and payable immediately.Subject to certain limitations set forth in the Indenture, Holders of a majorityinaggregateprincipalamountofthethen-outstandingNotesmaydirectthetime,methodandplace ofconductinganyproceedingforexercisinganyremedyavailabletotheTrusteeorexercisinganytrustor power conferred on it.Holders of a majority in aggregate principal amount of the then outstanding Notes mayrescindanaccelerationanditsconsequences,includinganyrelatedpaymentdefaultthatresultedfrom such acceleration.

13.Security and Collateral.The Notes will be entitled to the benefits of certain Collateral pledged forthe benefit ofthe Holderspursuant tothe terms of the Notes Documents.Reference is hereby made to the Notes Documents for a statement of the respective rights, limitations of rights, duties and obligations thereunder of the Issuer, any Subsidiary Guarantor the Collateral Agent, the Trustee and the Holders.TheIssueragrees,andeachHolderbyacceptingaNoteagrees,totheprovisionscontainedinthe Notes Documents.

14.Trustee Dealings with Issuer.The Trustee in its individual or any other capacity may becometheownerorpledgeeofNotesandmayotherwisedealwiththeIssueroranySubsidiaryGuarantor or any Affiliateofthe Issuer oranySubsidiary Guarantor withthesamerightsit would haveif it werenot Trustee.However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within ninety (90) days, apply to the SEC for permission to continue as Trustee (if the Indenture has beenqualified underthe TIA) orresign.AnyAgentmaydothe same withlike rightsandduties.The Trustee is also subject to Section 7.09of the Indenture.

15.No Recourse Against Others.No director, officer, employee, incorporator or stockholder of the Issuer or any Subsidiary Guarantor will have any liability for any obligations of the Issuer or any SubsidiaryGuarantorundertheNotes,anySubsidiaryGuarantee,theIndentureorforanyclaimbasedon, in respect of, or by reasonof, such obligations or their creation.Each Holder byaccepting a Note waives andreleasesallsuchliability.ThewaiverandreleasearepartoftheconsiderationforissuanceoftheNotes. The waiver may not be effective to waive liabilities under the federal securities laws.

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16.Authentication.ThisNotewillnotbevaliduntilauthenticatedbythemanualsignatureof the Trustee or an authenticating agent.

17.Abbreviations.Customary abbreviations may be used in the name of a Holder or an assignee, such as:TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= jointtenantswithrightofsurvivorshipandnotastenantsincommon),CUST(=Custodian),andU/G/M/A (= Uniform Gifts to Minors Act).

18.CUSIPNumbers/ISINs.PursuanttoarecommendationpromulgatedbytheCommitteeon Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers/ISINs to be printed on the Notes and the Trustee may use CUSIP numbers/ISINs in notices of redemption as a convenience to Holders.NorepresentationismadeastotheaccuracyofsuchnumberseitherasprintedontheNotesoras containedinanynoticeofredemptionandreliancemaybeplacedonlyontheotheridentificationnumbers placed thereon.

19.NEW YORK LAW TO GOVERN.THE INDENTURE, THIS NOTE AND ANY SUBSIDIARY GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

TheIssuershallfurnishtoanyHolderuponwrittenrequestandwithoutchargeacopyofthe Indenture.Requests may be made to:

SECosmos,LLC

c/oEnergyGlobal,LP

3 Lagoon Drive, Suite 280

RedwoodCity,California94065

Attention: Head of Legal

Email:legalus@sbenergy.com

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ASSIGNMENTFORM

ToassignthisNote,fillintheformbelow:

SignatureGuarantee*:

*    Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

OPTIONOFHOLDERTOELECTPURCHASE

IfyouwanttoelecttohaveonlypartoftheNotepurchasedbytheIssuerpursuanttoSections4.11and 4.13oftheIndenture,statetheamountyouelecttohavepurchased:

SignatureGuarantee*:

*    Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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SCHEDULEOFEXCHANGESOFINTERESTSINTHEGLOBALNOTE*

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

*ThisscheduleshouldbeincludedonlyiftheNoteisissuedinglobal form.

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EXHIBITB

FORMOFCERTIFICATEOFTRANSFER

SECosmos,LLC

c/oEnergyGlobal,LP

3 Lagoon Drive, Suite 280

RedwoodCity,California94065

Attention: Head of Legal

Email:legalus@sbenergy.com

WilmingtonTrust,NationalAssociation

Global Capital Markets

277ParkAvenue,25thFloor

NewYork,NewYork10172

Attention:SECosmos,LLCNotesAdministrator

Re:    8.875%SeniorSecuredNotesdue2031

Reference is herebymadeto theIndenture,datedasofMay7, 2026 (the“Indenture”),amongSE Cosmos, LLC, as issuer (the “Issuer”), HoldCo and Wilmington Trust, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

__________________(the“Transferor”)ownsandproposestotransfertheNotesorinterestinsuch Notes specified in Annex A hereto, in the principal amount of $_______ insuchNotesorinterests(the “Transfer”),to(the“Transferee”),asfurtherspecifiedinAnnexAhereto.InconnectionwiththeTransfer, the Transferor hereby certifies that:

[CHECKALLTHATAPPLY]

1.☐      Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Restricted Definitive Note pursuant to Rule 144A.The Transfer is being effected pursuanttoandinaccordancewithRule144AundertheUnitedStatesSecuritiesActof1933,asamended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial interestor Definitive Note for its ownaccount,orfor one ormore accountswith respectto whichsuchPerson exercises soleinvestmentdiscretion,andsuchPerson andeach suchaccount is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirementsofRule144AandsuchTransferisincompliancewithanyapplicableblueskysecuritieslaws of any state of the United States.Upon consummation of the proposed Transfer in accordance with the termsoftheIndenture,thetransferredbeneficialinterestorDefinitiveNotewillbesubjecttotherestrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Definitive Note and in the Indenture and the Securities Act.

2.☐      CheckifTransfereewilltakedeliveryofabeneficialinterestintheRegulationS Global Note or a Restricted Definitive Note pursuant to RegulationS.The Transfer is beingeffectedpursuanttoandinaccordancewithRule903orRule904ofRegulationSundertheSecurities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a PersonintheUnitedStatesand(x)atthetimethebuyorderwasoriginated,theTransfereewasoutsidethe UnitedStatesorsuchTransferorandany Personactingonits behalfreasonablybelievedandbelievesthat

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theTransfereewasoutsidetheUnitedStatesor(y)thetransactionwasexecutedin,onorthroughthe facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(a) of RegulationS under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expirationoftheDistributionCompliancePeriod,thetransferisnotbeingmadetoaU.S.Personorforthe accountorbenefitofa U.S.Person(otherthananinitial purchaser).Uponconsummationoftheproposed transferinaccordancewiththetermsoftheIndenture,thetransferredbeneficialinterestorDefinitiveNote will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Definitive Note and in the Indenture and the Securities Act.

3.☐       CheckandcompleteifTransfereewilltakedeliveryofabeneficialinterestin the Restricted Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or RegulationS.The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

(1)[Reserved];

or

(2)☐    suchTransferisbeingeffectedtotheIssuerorasubsidiarythereof;

or

(3)☐    such Transfer is being effected pursuant to an effective registration statement under the Securities Act in compliance with the prospectus delivery requirements of the Securities Act;

or

(4)☐such Transfer is being effected to an exemption from the registration requirementsoftheSecuritiesActotherthanRule144A,Rule144,orRule903or Rule904ofRegulationS,andtheTransferorherebyfurthercertifiesthatithasnot engaged inany general solicitation withinthemeaningof Regulation Dunderthe Securities Act and the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive Notes and the requirements of the exemption claimed, which certification is supported by, (1) a certificate executed by the Transferee in the form of Exhibit Cto the Indenture and (2) an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor has attached to this certification), to the effect that such Transfer is in compliance with the Securities Act.Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to therestrictionsontransferenumeratedinthePrivatePlacementLegendprintedon the Restricted Definitive Notes and in the Indenture and the Securities Act.

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4.☐    CheckifTransfereewilltakedeliveryofabeneficialinterestinan Unrestricted Global Note or of an Unrestricted Definitive Note.

(1)[Reserved].

(2)☐    CheckifTransferisPursuanttoRegulationS. (i)TheTransferisbeing effectedpursuanttoandinaccordancewithRule903orRule904ofRegulationS undertheSecuritiesActandincompliancewiththetransferrestrictionscontained in the Indenture and any applicable blue sky securities laws of any state of the UnitedStatesand(ii)therestrictionsontransfercontainedintheIndentureandthe Private Placement Legend are not required in order to maintain compliance with the Securities Act.Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(3)☐    CheckifTransferisPursuanttoOtherExemption. (i)TheTransferis being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule904ofRegulationSandincompliancewiththetransferrestrictionscontained in the Indenture and any applicable blue sky securities laws of any State of the UnitedStatesand(ii)therestrictionsontransfercontainedintheIndentureandthe Private Placement Legend are not required in order to maintain compliance with the Securities Act.Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private PlacementLegendprintedontheRestrictedGlobalNotesorRestrictedDefinitive Notes and in the Indenture.

ThiscertificateandthestatementscontainedhereinaremadeforyourbenefitandthebenefitoftheIssuer.

B-3

AnnexAtoCertificateofTransfer

1.TheTransferorownsandproposestotransferthefollowing:

[CHECKONEOF(a)OR(b)]

(a)☐    abeneficialinterestinthe:

(i)☐    144A Global Note (CUSIP_____________),or

(ii)☐    Regulation S Global Note(CUSIP_____________);or

(b)☐    aRestrictedDefinitiveNote.

2.AftertheTransfertheTransfereewillhold:

[CHECKONEOF(a),(b) OR(c)]

(a)☐    abeneficialinterestinthe:

(i)☐    144A Global Note (CUSIP_____________),or

(ii)☐    Regulation S Global Note(CUSIP_____________), or

(iii)☐    Unrestricted GlobalNote(CUSIP _____________);or

(b)☐    aRestrictedDefinitiveNote;or

(c)☐    anUnrestrictedDefinitiveNote,

in accordance with the terms of the Indenture.

B-4

EXHIBITC

FormofCertificateofExchange

SECosmos,LLC

c/oEnergyGlobal,LP

3 Lagoon Drive, Suite 280

RedwoodCity,California94065

Attention: Head of Legal

Email:legalus@sbenergy.com

WilmingtonTrust,NationalAssociation

Global Capital Markets

277ParkAvenue,25thFloor

NewYork,NewYork10172

Attention:SECosmos,LLCNotesAdministrator

Re:    8.875%SeniorSecuredNotesdue2031

Reference is herebymadeto theIndenture,datedasofMay7, 2026 (the“Indenture”),amongSE Cosmos,LLC,asissuer(the“Issuer”),HoldCoandWilmingtonTrust,NationalAssociation,astrusteeand collateral agent.Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

__________________(the “Owner”) owns and proposes to exchange the Notes or interest in such Notesspecifiedherein,intheprincipalamountof$__________ in such Notes or interests (the “Exchange”).In connection with the Exchange, the Owner hereby certifies that:

1.Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note

(a)☐    CheckifExchangeisfrombeneficialinterestinaRestrictedGlobalNotetobeneficial interest in an Unrestricted Global Note.In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Note and pursuant to andinaccordancewiththeUnitedStatesSecuritiesActof1933,asamended(the“SecuritiesAct”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are notrequiredinordertomaintaincompliancewiththeSecuritiesActand(iv)thebeneficialinterest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(b)☐    Check if Exchange is from beneficial interest in a Restricted Global Note toUnrestrictedDefinitiveNote.InconnectionwiththeExchangeoftheOwner’sbeneficialinterest in a Restricted Global Notefor an Unrestricted Definitive Note, the Owner herebycertifies(i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Note and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not requiredinordertomaintaincompliancewiththeSecuritiesActand(iv)theUnrestrictedDefinitive

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Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(c)☐    Check if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note.In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted DefinitiveNotesandpursuanttoandinaccordancewiththeSecuritiesAct,(iii)therestrictionson transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(d)☐    CheckifExchangeisfromRestrictedDefinitiveNotetoUnrestrictedDefinitiveNote. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired fortheOwner’sownaccountwithouttransfer,(ii)suchExchangehasbeeneffectedincompliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and thePrivatePlacementLegendarenotrequiredinordertomaintaincompliancewiththeSecurities Act and (iv) the Unrestricted Definitive Noteis being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

2.ExchangeofRestrictedDefinitiveNotesorBeneficialInterestsinRestrictedGlobalNotesforRestricted Definitive Notes or Beneficial Interests in Restricted Global Notes

(a)☐    CheckifExchangeisfrombeneficialinterestinaRestrictedGlobalNotetoRestricted DefinitiveNote.InconnectionwiththeExchangeoftheOwner’sbeneficialinterestinaRestricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifiesthattheRestrictedDefinitiveNoteisbeingacquiredfortheOwner’sownaccountwithout transfer.Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transferenumeratedinthePrivatePlacementLegendprintedontheRestrictedDefinitiveNoteand in the Indenture and the Securities Act.

(b)☐    Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note.In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficialinterest inthe[CHECKONE] ☐144AGlobal Note, ☐RegulationS Global Note,withanequalprincipalamount,theOwnerherebycertifies(i)thebeneficialinterestisbeing acquiredfortheOwner’sownaccountwithouttransferand(ii)suchExchangehasbeeneffectedin compliancewiththetransfer restrictionsapplicabletothe RestrictedDefinitiveNote andpursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States.Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

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This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer.

C-3

EXHIBIT D

Form of First Lien Intercreditor Agreement

[See attached.]

FIRSTLIENINTERCREDITORAGREEMENT

Dated as of [___],

among

SE COSMOS, LLC,

COSMOSPLEDGOR,LLC,

WILMINGTONTRUST,NATIONALASSOCIATION

astheNotesCollateralAgentandAuthorizedRepresentative

[_________________],

astheInitialOtherCollateralAgentandAuthorizedRepresentative

and

eachAdditionalAgentfromtimetotimepartyhereto

FIRSTLIENINTERCREDITORAGREEMENTdatedasof[____](asamended, amendedandrestated,supplemented or otherwisemodifiedfromtimetotime,this“Agreement”), among SECosmos,LLC,aDelawarelimitedliabilitycompany(the“Issuer”),CosmosPledgor,LLC,aDelaware limited liability company (“HoldCo”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateralagentfortheIndentureSecuredParties(asdefinedbelow)(insuchcapacityandtogetherwithits permittedsuccessorsandassigns,insuchcapacity,the“NotesCollateralAgent”),[__________], as collateralagentfortheInitialOtherFirstLienClaimholders(insuchcapacityandtogetherwithitspermitted successorsandassignsfromtimetotimeinsuchcapacity,the“InitialOtherCollateralAgent”)andeach AdditionalAgentfromtimetotimepartyheretofortheAdditionalFirstLienSecuredPartiesoftheSeries with respect to which it is acting in such capacity.

ARTICLEI

Definitions

SECTION1.01CertainDefinedTerms.Capitalizedtermsusedbutnototherwisedefined hereinhavethemeaningssetforthintheIndenture,asapplicable,or,ifdefinedintheNewYorkUCC,the meanings specified therein. As used in this Agreement, the following terms have the meanings specified below:

“AdditionalAgent”means(i)theInitialOtherCollateralAgentand(ii)thecollateralagent and the administrative agent and/or trustee (as applicable) or any other similar agent or Person under any AdditionalFirstLienDocumentsenteredintoafterthedatehereof,ineachcase,togetherwithitssuccessors in such capacity.

“Additional First Lien Debt Facility” means (i) the Initial Other First Lien Agreement and(ii)oneormoredebtfacilities,commercialpaperfacilitiesorindenturesforwhichtherequirementsof Section 5.13 of this Agreement have been satisfied, in each case with banks, other lenders or trustees, providing for revolving credit loans, term loans, bridge loans, letters of credit, notes or other debt or borrowings,ineachcase,asamended,restated,supplementedorotherwisemodified,refinancedorreplaced fromtimetotime;providedthattheIndentureshallnotconstituteanAdditionalFirstLienDebtFacilityat any time.

“AdditionalFirstLienDocuments”means,withrespecttoanySeriesofAdditionalFirst Lien Obligations, the notes, credit agreements, indentures, security documents and other operative agreements evidencing or governing such Debt, and each other agreement entered into for the purpose of securing any Series of Additional First Lien Obligations, in each case, as may be amended, amended and restated, restated, supplemented, or otherwise modified, including all Initial Other First Lien Documents.

“Additional First Lien Obligations” means, with respect to any Additional First Lien Debt Facility, (a)all principal of, and interest (including, without limitation, any interest, fees, expenses and other amounts which accrue after the commencement of any Insolvency or Liquidation Proceeding, whetherornotallowedorallowableasaclaiminanysuchproceeding,andalsoincluding,fortheavoidance of doubt, any “parallel debt obligations” (or equivalent term) as defined in the applicable Additional First Lien Documents) payable with respect to, such Additional First Lien Debt Facility, (b)all other amounts payable to the related Additional First Lien Secured Parties under the related Additional First Lien Documents and (c)any renewals of extensions of the foregoing, including all Initial Other First Lien Obligations.

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“Additional First Lien Secured Party” means, with respect to any Series of Additional First Lien Obligations, the holders of such Additional First Lien Obligations, the Additional Agent with respect thereto, any trustee or agent or any other similar agent or Person therefor under any related Additional First Lien Documents and the beneficiaries of each indemnification obligation undertaken by the Issueroranyother GrantorunderanyrelatedAdditionalFirstLienDocuments,includingInitial Other First Lien Claimholders.

“Agreement” has the meaning assigned to such term in the preamble hereto.

“ApplicableAuthorizedRepresentative”means,withrespecttoanySharedCollateral, (i)untiltheearlierof(x)theDischargeofFirstLienObligationsthatareIndentureObligationsand(y)the Non-Applicable Authorized Representative Enforcement Date, the Notes Collateral Agent and (ii) from andaftertheearlierof(x)theDischargeofFirstLienObligationsthatareIndentureObligationsand(y)the Non-Applicable Authorized Representative Enforcement Date, the Non-Applicable Authorized Representative that represents the largest outstanding Series of First Lien Obligations.

“Applicable Collateral Agent” means the applicable Collateral Agent for the Series of First Lien Secured Parties that constitute Controlling Secured Parties.

“Authorized Representative” or “Collateral Agent” means, (i) with respect to the IndentureObligations,theNotesCollateralAgent,(ii)inthecaseofanyInitialOtherFirstLienObligations, the Initial Other Collateral Agent, and (ii) with respect to any Series of Additional First Lien Obligations that become subject to this Agreement on or after the date hereof, the Additional Agent designated an Authorized Representative and/or Collateral Agent of such Series in the applicable Joinder Agreement.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect, or any successor statute.

“Bankruptcy Law” means the Bankruptcy Code or any similar federal, state or foreign bankruptcy, insolvency, reorganization, receivership or similar law.

“Collateral”meansallassetsandpropertiessubjecttoLienscreatedpursuanttoanyFirst Lien Security Document to secure one or more Series of First Lien Obligations.

“Control Agreement” means an agreement among a Collateral Agent, HoldCo or a SubsidiaryofHoldCo,andtheapplicablesecuritiesintermediaryorfinancialinstitutionpursuanttowhich “control”undertheUniformCommercialCodeofanyjurisdictionoranyothersimilarapplicablelawover Control Collateral is provided to such Collateral Agent.

“Control Collateral” means any Shared Collateral in the control of the Applicable Authorized Representative (or its agents or bailees) consisting of Deposit Accounts, Securities Accounts and similar accounts, to the extent that a Lien thereon is perfected by “control” under the Uniform CommercialCodeofanyjurisdictionoranyothersimilarapplicablelaw.Allcapitalizedtermsusedinthis definition and not defined elsewhere in this Agreement have the meanings assigned to them in the New York UCC or such other similar applicable law.

“Controlling Secured Parties” means, with respect to any Shared Collateral, (i) at any time whenthe Notes Collateral Agentisthe Applicable Authorized Representative, the Indenture Secured Partiesand(ii)atanyothertime,theSeriesofFirstLienSecuredPartieswhoseAuthorizedRepresentative is the Applicable Authorized Representative for such Shared Collateral.

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“DIPFinancing”hasthemeaningassignedtosuchterminSection2.05(b).

“DIPFinancingLiens”hasthemeaningassignedtosuchterminSection2.05(b).

“DIP Lenders” has the meaning assigned to such term in Section 2.05(b).

“Discharge” means, with respect to any Shared Collateral and any Series of First Lien Obligations, the date on which such Series of First Lien Obligations is no longer secured by such Shared Collateral pursuant to the terms of the Secured Credit Documents governing such Series.

“Discharge of First LienObligations” means, with respect to any Shared Collateral, the Discharge of the applicable First Lien Obligations with respect to such Shared Collateral; provided that a DischargeofFirstLienObligationsshallnotbedeemedtohaveoccurredinconnectionwithaRefinancing of such First Lien Obligations with additional First Lien Obligations secured by such Shared Collateral underanAdditionalFirstLienDocumentwhichhasbeendesignatedinwritingbytheapplicableCollateral Agent (under First Lien Obligation so Refinanced) or by the Issuer, in each case, to each other Collateral Agent as a “First Lien Obligation” for purposes of this Agreement.

“Electronic Methods” has the meaning assigned to such term in Section 5.01.

“EquivalentProvision”means,withrespecttoanyreferencetoaspecificprovisionofan agreement in effect on the date hereof (the “original agreement”), if such agreement is amended, restated, supplemented, modified or replaced after the date hereof in a manner permitted hereby, the provision in such amended, restated, supplemented, modified or replacement agreement that is the equivalent to such specific provision in such original agreement.

“Event of Default” means an “Event of Default” as defined in any Secured Credit Document (or, in each case, the Equivalent Provision thereof).

“First Lien Obligations” means, collectively, (i)the Indenture Obligations and (ii) each Series of Additional First Lien Obligations.

“First Lien Secured Parties” means (i)the Indenture Secured Parties and (ii)the Additional First Lien Secured Parties with respect to each Series of Additional First Lien Obligations.

“First Lien Security Documents” means the Notes Collateral Documents (or the Equivalent Provision thereof) and each other agreement entered into in favor of any Collateral Agent for the purpose of securing any Series of First Lien Obligations, in each case, as may be amended, amended and restated, restated, supplemented or otherwise modified.

“Grantors”meansHoldCoandtheIssuer.

“Impairment”hasthemeaningassignedtosuchterminSection1.03.

“Indenture” means the Indenture dated as of May 7, 2026, among the Issuer, as issuer, HoldCo,WilmingtonTrust,NationalAssociation,asTrusteeandasNotesCollateralAgent(eachasdefined therein),andtheotherpartiestheretofromtimetotime,asamended,supplemented,restatedandotherwise modified, and as Refinanced or replaced from time to time, including in such event that such Indenture is terminatedorreplacedandsuchreplacementisdesignatedasa“FirstLienObligation”andasthe“Indenture Obligations” for purposes hereof in accordance with the terms hereof.

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“IndentureObligations”meansthe“NotesObligations”asdefinedintheIndentureorthe Equivalent Provision thereof.

“IndentureSecuredParties”meansthe“NotesSecuredParties”asdefinedinthe Indenture (or the Equivalent Provision thereof).

A.“Initial Other Collateral Agent” has the meaning set forth in the introductory paragraph to this Agreement.

B.“Initial Other Collateral Documents” means the[Security][Collateral]Documents(asdefinedintheInitial OtherFirst Lien Agreement) and any other agreement, document or instrument entered into for the purpose of granting a Lien to secure any Initial Other First Lien Obligations or to perfect such Lien (as each may be amended, restated,amendedandrestated,supplementedorotherwisemodifiedfrom time to time).

C.“Initial Other First Lien Agreement” means [describe the credit agreement, indenture or other document pursuant to which the Initial Other First Lien Obligations are incurred] (as may be amended, restated, amended and restated, Refinanced, supplemented or otherwise modified from time to time).

D.“InitialOtherFirstLienClaimholders”means the holders of any Initial Other First Lien Obligations, including the [“Secured Parties”] as defined in the Initial Other First Lien Agreement.

E.“Initial Other First Lien Documents” means the Initial Other First Lien Agreement, each Initial Other Collateral Documentandtheother[LoanDocuments](asdefinedintheInitialOther First Lien Agreement), as each may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

F.“Initial Other First Lien Obligations” means the[“Obligations”][“SecuredObligations”]asdefinedintheInitialOther First Lien Agreement.

“InsolvencyorLiquidationProceeding”means:

(1)any voluntary or involuntary case or proceeding under any Bankruptcy Law with respect to the Issuer;

(2)any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to the Issuer or with respect to a material portion of its assets;

(3)any liquidation, dissolution, reorganization or winding up of the Issuer whether voluntary or involuntary and whether or not involving insolvency or bankruptcy; or

(4)any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Issuer.

“InterveningCreditor”shallhavethemeaningassignedtosuchterminSection2.01(a).

“Issuer” has the meaning assigned to such term in the preamble hereto.

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“Joinder Agreement” means a supplement to this Agreement in the form of AnnexI hereof required to be delivered by an Additional Agent to the Applicable Authorized Representative pursuanttoSection5.13heretoinordertoestablishanadditionalSeriesofAdditionalFirstLienObligations and become Additional First Lien Secured Parties hereunder.

“Lien” means (i) any lien, mortgage, hypothecation, deed of trust, pledge, assignment, securityinterest,charge,depositarrangementorencumbranceofanykind(includinganyagreementtogive anyoftheforegoing,anyconditionalsaleorothertitleretentionagreement,andanyleaseor licenseinthe naturethereof)andany option,trust or otherpreferential arrangement having thepracticaleffectofany of theforegoingand(ii)inthecaseofsecurities,anypurchaseoption,callorsimilarrightofathirdpartywith respect to such securities.

“NewYorkUCC”meanstheUniformCommercialCodeasfromtimetotimeineffectin the State of New York.

“Non-Applicable Authorized Representative” means, at any time with respect to any Shared Collateral, any Authorized Representative that is not the Applicable Authorized Representative at such time with respect to such Shared Collateral.

“Non-Applicable Authorized Representative Enforcement Date” means, with respect to any Non-Applicable Authorized Representative that represents the largest outstanding Series of First LienObligations,thedatewhichisonehundredeighty(180)daysaftertheoccurrenceofboth(i)anEvent of Default under and as defined in the Secured Credit Documents under which such Non-Applicable Authorized Representative is the Authorized Representative and (ii)the Applicable Authorized Representative, the Applicable Collateral Agent and each other Collateral Agent and Authorized Representative’sreceiptofwrittennoticefromsuchNon-ApplicableAuthorizedRepresentativecertifying that(x)anEventofDefaultunderandasdefinedintheSecuredCreditDocumentsunderwhichsuchNon-ApplicableAuthorizedRepresentativeistheAuthorizedRepresentativehasoccurredandiscontinuingand (y) the First Lien Obligations of the Series with respect to which such Non-Applicable Authorized Representative is the Authorized Representative are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms of the applicable Secured Credit Documents for that Series of First Lien Obligations; provided that such Event of Default (under and as definedinthe SecuredCredit Documents under whichsuchNon-Applicable AuthorizedRepresentative is theAuthorizedRepresentative)shallbecontinuingattheendofsuchonehundredeighty(180)dayperiod; provided, further, that the Non-Applicable Authorized Representative Enforcement Date shall be stayed and shall not occur and shall be deemed not to have occurred with respect to any Shared Collateral (1)at any time the Applicable Authorized Representative and/or Applicable Collateral Agent has commenced and is diligently pursuing any enforcement action with respect to all or a material portion of the Shared Collateralor(2)atanytimetheIssueristhenadebtorunderorwithrespectto(orotherwisesubjectto)any Insolvency or Liquidation Proceeding.Such Applicable Authorized Representative and Applicable Collateral Agent shall give prompt notice of such enforcement action to each Non-Applicable Authorized Representative; provided that the failure to give such notice shall not affect its rights hereunder.

“Non-Controlling Secured Parties” means, with respectto any Shared Collateral, theFirstLienSecuredPartieswhicharenotControllingSecuredPartieswithrespecttosuchSharedCollateral.

“Notes Collateral Agent” has the meaning assigned to such term in the preamble hereto.

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“NotesCollateralDocuments”meansthe“CollateralDocuments”asdefinedinthe Indenture (or the Equivalent Provision thereof), in each case, as may be amended, amended and restated, restated, supplemented or otherwise modified.

“Notes Trustee” means the “Trustee” as defined in the Indenture (or the Equivalent Provision thereof) and its successors in such capacity.

“OriginalIssueDate”meansthe“IssueDate”asdefinedintheIndenture.

“Possessory Collateral” means any Shared Collateral in the possession of any Collateral Agent (or its agents or bailees), to the extent that possession thereof perfects a Lien thereon under the UniformCommercialCodeofanyjurisdiction,oranyotherapplicablelaw.PossessoryCollateralincludes, without limitation, any certificated securities, Promissory Notes, Instruments, and Chattel Paper, in each case, delivered to or in the possession of the Collateral Agent under the terms of the First Lien Security Documents.

“Post-Petition Interest” means any interest or entitlement to fees or expenses or other charges that accrue after the commencement of any Insolvency or Liquidation Proceeding whether or not allowed or allowable as a claim in any such Insolvency or Liquidation Proceeding.

“Proceeds”hasthemeaningassignedtosuchterminSection2.01(a).

“Refinance” means, in respect of any Debt, to refinance, extend, renew, defease, amend, increase, modify, supplement, restructure, refund, replace or repay, or to issue other Debt or enter alternative financing arrangements, in exchange or replacement for such Debt (in whole or in part), including by adding or replacing lenders, creditors, agents, borrowers and/or guarantors, and including in eachcase,butnotlimitedto,aftertheoriginalinstrumentgivingrisetosuchDebthasbeenterminatedand including, in each case, through any credit agreement, indenture or other agreement. “Refinanced” and “Refinancing” have correlative meanings.

“Secured Credit Document” means (i)the Indenture, the Notes (as defined in the Indenture (or the Equivalent Provision thereof)) and the Notes Collateral Documents and (ii)each Additional First Lien Document, in each case, as may be amended, restated, amended and restated, supplemented or otherwise modified.

“Senior Class Debt” shall have the meaning assigned to such term in Section 5.13.

“SeniorClassDebtParties”shallhavethemeaningassignedtosuchterminSection5.13.

“SeniorClassDebtRepresentative”shallhavethemeaningassignedtosuchtermin Section5.13.

“SeniorLien”meanstheLiensontheCollateralinfavoroftheFirstLienSecuredParties under the First Lien Security Documents.

“Series”means(a)withrespecttotheFirstLienSecuredParties,eachof(i)theIndenture Secured Parties (in their capacity as such), (ii) the Initial Other First Lien Claimholders, and (iii)the AdditionalFirstLienSecuredPartiesthatbecomesubjecttothisAgreementonorafterthedatehereofthat are represented by a common Collateral Agent (in its capacity as such for such Additional First Lien Secured Parties) and (b)with respect to any First Lien Obligations, each of (i)the Indenture Obligations,

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(ii)Initial Other First LienObligations and (iii)the Additional First Lien Obligations incurred pursuant to anyAdditionalFirstLienDebtFacilityoranyrelatedAdditionalFirstLienDocuments,whichpursuantto any Joinder Agreement, are to be represented hereunder by a common Collateral Agent (in its capacity as such for such Additional First Lien Obligations).

“Shared Collateral” means, at any time, Collateral in which the holders of two or more Series of First Lien Obligations (or their respective Collateral Agents) hold a valid and perfected security interest at suchtime. Ifmore thantwo Series of First Lien Obligationsare outstanding at any time andthe holders of less than all Series of First Lien Obligations hold a valid and perfected security interest in any Collateralatsuchtime,thensuchCollateralshallconstituteSharedCollateralforthoseSeriesofFirstLien Obligations that hold a valid and perfected security interest in such Collateral at such time and shall not constitute Shared Collateral for any Series which does not have a valid and perfected security interest in such Collateral at such time.

“Uniform Commercial Code” or “UCC” means the New York UCC, or the Uniform CommercialCode(oranysimilarorcomparablelegislation)ofanotherjurisdiction,totheextentitmaybe required to apply to any item or items of Collateral.

SECTION 1.02Terms Generally.The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed tohavethe samemeaningand effect astheword “shall”. Unless the context requires otherwise, (i)anydefinitionoforreferencetoanyagreement,instrument,otherdocument,statuteorregulationherein shallbeconstruedasreferringtosuchagreement,instrument,otherdocument,statuteorregulationasfrom time to time amended, restated, amended and restated, supplemented, renewed, extended, refunded, replaced or Refinancedor otherwisemodified(asapplicable),(ii)anyreference hereintoanyPersonshall be construed to include such Person’s successors and assigns, but shall not be deemed to include the subsidiaries of such Person unless express reference is made to such subsidiaries,(iii)the words “herein”, “hereof”and“hereunder”,andwords of similarimport,shall beconstruedtorefer tothisAgreement inits entirety and not to any particular provision hereof, (iv)all references herein to Articles, Sections and Annexes shall be construed to refer to Articles, Sections and Annexes of this Agreement, (v) unless otherwiseexpresslyqualifiedherein,thewords“asset”and“property”shallbeconstruedtohavethesame meaningandeffectandtorefertoanyandalltangibleandintangibleassetsandproperties,includingcash, securities, accounts and contract rights and (vi) the term “or” is not exclusive.

SECTION 1.03Impairments.It is the intention of the First Lien Secured Parties of each Series that the holders of First Lien Obligations of such Series (and not the First Lien Secured Parties of any other Series) bear the risk of (i)any determination by a court of competent jurisdiction that (x)any of theFirstLienObligationsofsuchSeriesareunenforceableunderapplicablelaworaresubordinatedtoany otherobligations(otherthananotherSeriesofFirstLienObligations),(y)anyoftheFirstLienObligations of such Series do not have an enforceable security interest in any of the Shared Collateral securing any other Series of First Lien Obligationsand/or (z)any intervening security interest exists securing any other obligations (other than another Series of First Lien Obligations) on a basis ranking prior to the security interestofsuchSeriesofFirstLienObligationsbutjuniortothesecurityinterestofanyotherSeriesofFirst Lien Obligations or (ii)the existence of any collateral for any other Series of First Lien Obligations (including Excess Property) that is not Shared Collateral (any such condition referred to in the foregoing clauses (i)or (ii)with respect to any Series of First Lien Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to any properties subject to a Mortgage (as

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defined in the Indenture (or the Equivalent Provision thereof)) which applies to all First Lien Obligations shall not be deemed to be an Impairment of any Series of First Lien Obligations. In the event of any Impairment with respect to any Series of First Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First Lien Obligations, and the rights of the holders of such Series of First Lien Obligations (including, without limitation, the right to receive distributions in respect ofsuchSeriesofFirstLienObligationspursuanttoSection2.01)setforthhereinshallbemodified tothe extentnecessarysothattheeffectsofsuchImpairmentarebornesolelybytheholdersoftheSeriesofsuch First Lien Obligations subject to such Impairment. Additionally, in the event theFirst Lien Obligations of anySeriesaremodifiedpursuanttoapplicablelaw(including,withoutlimitation,pursuanttoSection1129 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law), any reference to such First Lien Obligations or the Secured Credit Documents governing such First Lien Obligations shall refer to such obligations or such documents as so modified.

ARTICLEII

PrioritiesandAgreementswithRespecttoSharedCollateral

SECTION2.01PriorityofClaims.

(a)Anything contained herein or in any of the Secured Credit Documents to the contrary notwithstanding (but subject to Section1.03), if an Event of Default has occurred and is continuing,andtheApplicableAuthorizedRepresentativeand/ortheApplicableCollateralAgentistaking action to enforce rights in respect of any Shared Collateral, or any distribution is made in respect of any SharedCollateralinanyInsolvencyorLiquidationProceedingofthe Issuer orany Grantor(includingany adequateprotectionpayments),theproceedsofanysale,collectionorotherliquidationofanysuchShared Collateral by any Collateral Agent or any First Lien Secured Party or any such distribution or payment (including any adequate protection payments) or any First Lien Secured Party receives any payment pursuant to any intercreditor agreement (other than this Agreement) with respect to any Shared Collateral (all distributions, payments, proceeds of any sale, collection or other liquidation of any Shared Collateral andallproceedsofanysuchdistributionorpaymentbeingcollectivelyreferredtoas“Proceeds”),shallbe applied (i) FIRST, to the payment of all amounts owing to each Collateral Agent (in its capacity as such), the Notes Trustee (in its capacity as such), and each other Authorized Representative (in its capacity as such)pursuanttothetermsofanySecuredCreditDocument,(ii)SECOND,subjecttoSection1.03,tothe payment in full of the First Lien Obligations of each Series then due and payable on a ratable basis, with such Proceeds to be applied to the First Lien Obligations then due and payable of a given Series in accordance with the terms of the applicable Secured Credit Documents; provided that following the commencementofanyInsolvencyorLiquidationProceedingwithrespecttotheIssueroranyotherGrantor, solely for purposes of this Section 2.01(a) and not any other documents governing First Lien Obligations, intheeventthevalueoftheSharedCollateralisnotsufficientfortheentireamountofPost-PetitionInterest on the First Lien Obligations to be allowed under Section 506(a) and (b) of the Bankruptcy Code or any other applicable provision of the Bankruptcy Code or other Bankruptcy Law in such Insolvency or LiquidationProceeding,theamountofFirstLienObligationsofeachSeriesofFirstLienObligationsshall include only the maximum amount of Post-Petition Interest allowable under Section 506(a) and (b) of the Bankruptcy Code or any other applicable provision of the Bankruptcy Code or other Bankruptcy Law in such Insolvency or Liquidation Proceeding, and (iii) THIRD, after the Discharge of all First Lien Obligations,totheIssuerandtheotherGrantorortheirsuccessorsorassigns,astheirinterestsmayappear, or as a court of competent jurisdiction may direct. Notwithstanding the foregoing, with respect to any SharedCollateralforwhichathirdparty(otherthanaFirstLienSecuredParty)hasalienorsecurityinterest that is junior in priority to the security interest of any Series of First Lien Obligations, but senior (as

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determinedbyappropriatelegalproceedingsinthecaseofanydispute)tothesecurityinterestofanyother Series of First Lien Obligations (such third party an “Intervening Creditor”), the value of any Shared CollateralorProceedswhichareallocatedtosuchInterveningCreditorshallbedeductedonaratablebasis solely from the Shared Collateral or Proceeds to be distributed in respect of the Series of First Lien ObligationswithrespecttowhichsuchImpairmentexists.If,despitetheprovisionsofthisSection2.01(a), any First Lien Secured Party shall receive any payment or other recovery in excess of its portion of paymentsonaccountoftheFirstLienObligationstowhichitisthenentitledinaccordancewiththisSection 2.01(a), such First Lien Secured Party shall hold such payment or recovery in trust for the benefit of allFirst Lien Secured Parties for distribution in accordance with this Section 2.01(a).

(b)ItisacknowledgedthattheFirstLienObligationsofanySeriesmay,subjecttothe limitations set forth in the then extant Secured Credit Documents, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, Refinanced or otherwise amended or modifiedfromtimetotime,allwithoutaffectingtheprioritiessetforthinSection2.01(a)ortheprovisions of this Agreement defining the relative rights of the First Lien Secured Parties of any Series.

(c)Notwithstanding the date, time, method, manner or order of grant, attachment or perfectionofany Lienssecuringany Seriesof First Lien Obligations granted onthe Shared Collateral and notwithstandinganyprovisionoftheUniformCommercialCodeofanyjurisdiction,oranyotherapplicable law or the Secured Credit Documents, any second lien (or lower) ranking under applicable law of certain FirstLienSecurityDocumentsoranydefectordeficienciesintheLienssecuringtheFirstLienObligations of any Series or any other circumstance whatsoever (but, in each case, subject to Section1.03), each First Lien Secured Party hereby agrees that (i) the Liens securing each Series of First Lien Obligations on any SharedCollateralshallbeofequalpriorityand(ii)thebenefitsandproceedsoftheSharedCollateralshall be shared among the First Lien Secured Parties as provided herein.

SECTION2.02  ActionswithRespecttoSharedCollateral;ProhibitiononContestingLiens.

(a)With respect to any Shared Collateral, (i) only the Applicable Authorized Representative and the Applicable Collateral Agent shall act or refrain from acting with respect to the Shared Collateral (including with respect to any intercreditor agreement with respect to any Shared Collateral)and(ii)noNon-ApplicableAuthorizedRepresentativeorotherNon-ControllingSecuredParty shall or shall instruct or direct the Applicable Authorized Representative and/or the Applicable Collateral Agent to, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator, examiner or similar official appointed for or over, attempt any action to take possessionof,exerciseanyright,remedyorpowerwithrespectto,orotherwisetakeanyactiontoenforce its security interest in or realize upon, or take any other action available to it in respect of, any Shared Collateral (including with respect to any intercreditor agreement with respect to any Shared Collateral), whetherunderanyFirstLienSecurityDocument,applicablelaworotherwise,orhavearighttoconsentto any such action, it being agreed that only the Applicable Authorized Representative and the Applicable Collateral Agent shall be entitled to take any such actions or exercise any such remedies with respect to SharedCollateral.NotwithstandingtheequalpriorityoftheLiensontheSharedCollateral,theApplicable AuthorizedRepresentativeandApplicableCollateralAgentmaydealwiththeSharedCollateralasifsuch Applicable Authorized Representative and Applicable Collateral Agent had a senior Lien on such Collateral. No Non-Applicable Authorized Representative or Non-Controlling Secured Party will contest, protest or object to any foreclosure proceeding or action brought by the Applicable Authorized Representative, Applicable Collateral Agent or Controlling Secured Party or any other exercise by the Applicable Authorized Representative, Applicable Collateral Agent or Controlling Secured Party of any

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rightsandremediesrelatingtotheSharedCollateral.Theforegoingshallnotbeconstruedtolimittherights and priorities of any First Lien Secured Party or Collateral Agent with respect to any Collateral not constituting Shared Collateral.

(b)EachCollateralAgent,eachAuthorizedRepresentativeandtheFirstLienSecured Parties for which it is acting hereunder agree to be bound by the provisions of this Agreement.

(c)Each of the First Lien Secured Parties agrees that it will not (and hereby waives anyrightto)questionorcontestorsupportanyotherPersoninquestioningorcontesting,inanyproceeding (including any Insolvency or Liquidation Proceeding), the perfection, priority, validity, attachment or enforceability of a Lien held by or on behalf of any of the First Lien Secured Parties in all or any part of the Collateral, or the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any Collateral Agent, any Authorized Representative or any other First Lien Secured Party to enforce this Agreement.

(d)Notwithstanding the foregoing in this Section 2.02, (i) in any Insolvency or Liquidation Proceeding, any Authorized Representative or any other First Lien Secured Party may file a proofofclaimorstatementofinterestwithrespecttotheFirstLienObligationsowedtotheapplicableFirst Lien Secured Parties; (ii) any Authorized Representative or any other First Lien Secured Party may take any action to preserve or protect (but not enforce) the validity and enforceability of the Liens granted in favor of the applicable First Lien Secured Parties, provided that no such action is, or could reasonably be expectedtobe,(A)adversetotheLiensgrantedinfavoroftheControllingSecuredPartiesortherightsof the Applicable Collateral Agent or any other Controlling Secured Parties to exercise remedies in respect thereof or (B) otherwise inconsistent with the terms of this Agreement; and (iii) any Authorized Representative or any other First Lien Secured Party may file any responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made byany Person objecting to or otherwise seeking the disallowance of the claims or Liens of such First Lien Secured Party, including any claims secured by the Shared Collateral, in each case, to the extent not inconsistent with the terms of this Agreement.

SECTION2.03NoInterference;PaymentOver.

(a)Each First Lien Secured Party agrees that (i)it will not challenge or question, or support any other Person in challenging or questioning, in any proceeding (including any Insolvency or Liquidation Proceeding) the validity or enforceability of any First Lien Obligations of any Series or any FirstLienSecurityDocumentorthevalidity,attachment,perfectionorpriorityofanyLienunderanyFirst LienSecurityDocumentorthevalidityorenforceabilityofthepriorities,rightsordutiesestablishedbyor otherprovisionsofthisAgreement,(ii)itwillnottakeorcausetobetakenanyactionthepurposeorintent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Applicable Authorized Representative or Applicable Collateral Agent, (iii) except as provided in Section 2.02 and except to the extentsuchFirstLienSecuredPartiesaretheControllingSecuredParties,itshallhavenorightto(A)direct the Applicable Authorized Representative, Applicable Collateral Agent or any other Secured Party to exercise,andshallnotexercise,anyright,remedyorpowerwithrespecttoanySharedCollateral(including pursuant to any intercreditor agreement) or (B) consent to any exercise by the Applicable Authorized Representative,ApplicableCollateralAgentoranyotherSecuredPartyofanyright,remedyorpowerwith respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, Insolvency or Liquidation Proceeding or other proceeding any claim against the Applicable Authorized Representative, Applicable Collateral Agent or any other Controlling Secured Party seeking damages from or other relief

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by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none oftheApplicableAuthorizedRepresentative,ApplicableCollateralAgentoranyotherControllingSecured Party shall be liable for any action taken or omitted to be taken by the Applicable Authorized Representative,ApplicableCollateralAgentorotherControllingSecuredPartywithrespecttoanyShared CollateralinaccordancewiththeprovisionsofthisAgreement,(v)itwillnotseek,andherebywaivesany right,tohaveanySharedCollateraloranypartthereofmarshaleduponanyforeclosureorotherdisposition of such Collateral and (vi)it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise,tochallengetheenforceabilityofanyprovisionofthisAgreement;providedthatnothinginthis Agreement shall be construed to prevent or impair the rights of any Collateral Agent, any Authorized Representative or any other First Lien Secured Party to enforce this Agreement.

(b)Each First Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuanttoanyFirstLienSecurityDocumentorbytheexerciseofanyrightsavailabletoitunderapplicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuanttoanyintercreditoragreement),atanytimepriortotheDischargeofeachSeriesoftheFirstLien Obligations,thenitshallhold such Shared Collateral, proceedsorpaymentintrustforthe other First Lien Secured Parties that have a security interest in such Shared Collateral and promptly transfer such Shared Collateral, Proceeds or payment, as the case may be, to the Applicable Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.

SECTION2.04    AutomaticReleaseofLiens;AmendmentstoFirstLienSecurityDocuments.

(a)If at any time the Applicable Authorized Representative or Applicable Collateral Agent forecloses upon or otherwise exercises remediesagainst any Shared Collateralresultingin a sale or disposition thereof, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time, andincludinginthecaseofanycreditbidorsimilaraction)theLiensinfavorofeachCollateralAgentfor the benefit of each Series of First Lien Secured Parties upon such Shared Collateral will automatically be released and discharged upon the earlier of (i) the conclusion of the applicable foreclosure proceeding or other exercise of remedies and (ii) as and when, but only to the extent, such Liens of the Applicable CollateralAgentonsuchSharedCollateralarereleasedanddischarged;providedthatanyproceedsofany Shared Collateral realized therefrom shall be applied pursuant to Section 2.01 hereof.

(b)Notwithstanding any other provision of this Agreement, each First Lien Secured PartyagreesthateachCollateralAgentandeachAuthorizedRepresentativemayenterintoanyamendment to any document governing any First Lien Obligations that does not violate any express term of this Agreement.Except as provided in the preceding sentence, this Agreement shall not act in any manner to furtherrestricttheamendmentorothermodificationofanyotherSecuredCreditDocument.Indetermining whether an amendment to any First Lien Security Document is not prohibited by this Agreement, each AuthorizedRepresentativeandeachCollateralAgentmayconclusivelyrelyonacertificateofanofficerof the Issuer stating in good faith that such amendment is not prohibited by this Agreement.

(c)EachNon-ControllingSecuredPartyandeachCollateralAgentagreestopromptly execute, if applicable, and deliver (at the sole cost and expense of the Grantors) to the Applicable Authorized Representative, Applicable Collateral Agent or the applicable Grantor all such termination statements,financingchangestatements,releases,authorizationsandotherdocumentsandinstruments,and shall take or authorize the Applicable Authorized Representative,the Applicable Collateral Agent or such Grantor to take such action (including any recordation, filing or giving of notice), as the Applicable

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Authorized Representative, the Applicable Collateral Agent or such Grantor may reasonably request to effectively evidence and confirm any release of Shared Collateral provided for in this Section.

(d)Nothing in this Section 2.04 shall derogate the Notes Trustee’s and Notes CollateralAgent’sright(ifany)toobtainanopinionofcounselandofficer’scertificateundertheIndenture in connection with such contemplated release.

SECTION2.05    CertainAgreementswithRespecttoBankruptcyorInsolvencyProceedings.

(a)ThepartiesacknowledgethatthisAgreementisa“subordinationagreement”under Section 510(a) of any Bankruptcy Code or any other applicable Bankruptcy Law and that this Agreement shallcontinueinfullforceandeffectnotwithstandingthecommencementofanyInsolvencyorLiquidation Proceeding under any Bankruptcy Law by or against the Issuer or any of its Subsidiaries.

(b)IftheIssueroranyGrantorshallbecomesubjecttoanyInsolvencyorLiquidation Proceeding and shall, as debtor(s)-in-possession, move for approval of debtor-in-possession financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section364 of the BankruptcyCodeoranyequivalentprovisionofanyotherBankruptcyLawand/ortheuseofcashcollateral under Section363 of the Bankruptcy Code (or any equivalent provision of any other Bankruptcy Law), eachFirstLienSecuredPartyagreesthatitwillnotopposeandwillraisenoobjectiontoanysuchfinancing ortoanyLiensontheSharedCollateral(includingbyjoiningorsupportinganysuchobjectionbyanyother Person) securing the same (“DIP Financing Liens”) and/or to any use of cash collateral that constitutes Shared Collateral unless, in each case, the Applicable Authorized Representative or the Applicable CollateralAgent,shallthenopposeorobject(orjoininanyoppositionorobjection)tosuchDIPFinancing or such DIP Financing Liens and/or use of cash collateral (and (i)to the extent that such DIP Financing LiensareseniortotheLiensonanysuchSharedCollateralforthebenefitoftheControllingSecuredParties, each Non-Controlling Secured Party will subordinate its Liens with respect to such Shared Collateral on the same terms as the Liens of the Controlling Secured Parties (other than any Liens of any First Lien Secured Parties constituting DIP FinancingLiens) aresubordinatedthereto, and(ii)tothe extentthatsuch DIP Financing Liens rank pari passu with the Liens on any such Shared Collateral granted to secure the FirstLienObligationsoftheControllingSecuredParties,eachNon-ControllingSecuredPartywillconfirm theprioritiesofitsLienswithrespecttosuchSharedCollateralassetforthherein),ineachcasesolongas (A)the First Lien Secured Parties of each Series retain the benefit of their Liens on all such Shared CollateralpledgedtotheDIPLenders,includingproceedsthereofarisingafterthecommencementofsuch Insolvency or Liquidation Proceeding, with the same priority vis-a-vis all the other First Lien Secured Parties(otherthananyLiensoftheFirstLienSecuredPartiesconstitutingDIPFinancingLiens)asexisted priortothecommencementoftheInsolvencyorLiquidationProceedings,(B)theFirstLienSecuredParties of each Series are granted Liens on any additional or replacement collateral pledged to any First Lien Secured Parties as adequate protection or otherwise in connection with such DIP Financing and/or use of cash collateral, with the same priority vis-a-vis the First Lien Secured Parties (other than any Liens of the First LienSecuredPartiesconstitutingDIPFinancingLiens)assetforthinthisAgreement(otherthanany Liens of any First Lien Secured Parties constituting DIP Financing Liens), (C)if any amount of such DIP Financingand/orcashcollateralisappliedtorepayanyoftheFirstLienObligations(but,fortheavoidance of doubt, not including any ‘roll-up’ thereof), such amount is applied pursuant to Section2.01 of this Agreement, and (D)if anyFirst Lien Secured Parties are granted adequate protection with respect to First Lien Obligations subject hereto, including in the form of periodic payments, in connection with such DIP Financing and/or use of cash collateral, the proceeds of such adequate protection are applied pursuant to Section2.01 of this Agreement; provided that the Authorized Representative for the First Lien Secured

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Parties of each Series shall have a right to object to the grant of a Lien to secure the DIP Financing over any Collateral subject to Liens in favor of the First Lien Secured Parties of such Series or its Collateral AgentthatshallnotconstituteSharedCollateral;andprovided,further,thatanyFirstLienSecuredParties receiving adequate protection shall not object to any other First Lien Secured Party receiving adequate protectioncomparabletoany adequate protection grantedtosuchFirst Lien Secured Partiesinconnection with a DIP Financing and/or use of cash collateral.

SECTION2.06Reinstatement.IntheeventthatanyoftheFirstLienObligationsshallbe paid in full and such payment or any part thereof shall subsequently, for whatever reason (including an orderorjudgmentforavoidanceordisgorgementofapreferenceorfraudulenttransferortransferatunder value under any Bankruptcy Law or any similar law, or the settlement of any claim in respect thereof), be requiredtobereturnedorrepaid,thetermsandconditionsofthisArticleIIshallbefullyapplicablethereto until all such First Lien Obligations shall again have been paid in full in cash.

SECTION 2.07Insurance.As between the First Lien Secured Parties, the Applicable Collateral Agent (to the extent applicable, acting at the written direction of the Applicable Authorized Representative)shallhavetheright,butnotanyobligation,toadjustorsettleanyinsurancepolicyorclaim covering or constituting Shared Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding affecting the Shared Collateral, in each case solely to the extent the First Lien Secured Parties or holders of any Series of First Lien Obligations possesses such rightinthethenextantSecuredCreditDocuments,andtheApplicableCollateralAgentshallafteranEvent ofDefaultapplytheproceedsreceivedfromanysuchadjustment,settlementorawardinrespectofShared Collateral in accordance with Section 2.01 of this Agreement.

SECTION 2.08Refinancings. The First Lien Obligations of any Series may be Refinanced,inwholeorinpart,ineachcase,withoutnoticeto,ortheconsent(excepttotheextentaconsent is otherwise required to permit the Refinancing transaction under any Secured Credit Document) of any First Lien Secured Party of any other Series, all without affecting the priorities provided for herein or the other provisions hereof; provided that the Collateral Agent of the holders of any such Refinancing indebtedness,ifnotalreadyapartyhereto,shallhaveexecutedaJoinderAgreementonbehalfoftheholders of such Refinancing indebtedness.

SECTION 2.09Possessory Collateral, Control Collateral and Agent as Non-FiduciaryGratuitous Bailee for Perfection.

(a)The Applicable Authorized Representative and the Applicable Collateral Agent each agree to hold any Shared Collateral constituting Possessory Collateral that is part of the Shared Collateralinitspossessionorcontrol(orinthepossessionorcontrolofitsagentsorbailees),andholdany rights it (or its agents or bailees) may have under any Control Agreement in respect of Shared Collateral that is Control Collateral, as non-fiduciary gratuitous bailee and non-fiduciary gratuitous agent, as applicable,forthebenefitandonbehalfofeachotherFirstLienSecuredPartyandanyassigneesolelyfor the purpose of perfecting the security interest granted in such Possessory Collateral or Control Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge of the First Lien Obligations of the Series for which the Applicable Authorized Representative and/or Applicable Collateral Agent is acting,theApplicableAuthorizedRepresentativeandtheApplicableCollateralAgentshall(atthesolecost and expense of the Grantors) promptly deliver all Possessory Collateral to the Applicable Authorized Representative or Applicable Collateral Agent (as applicable) (or its agents or bailees) (after giving effect to the Discharge of such First Lien Obligations) together with any necessary endorsements reasonably

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requested by the Applicable Authorized Representative or Applicable Collateral Agent (as applicable) (or make such other arrangements as shall be reasonably requested by the Applicable Authorized Representative or Applicable Collateral Agent to allow the Applicable Authorized Representative or such Applicable Collateral Agent (or its agents or bailees) to obtain control of such Possessory Collateral or ControlCollateral).PendingdeliverytotheApplicableAuthorizedRepresentativeorApplicableCollateral Agent (as applicable), each other Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral from time to time in its possession and the rights under any Control Agreement to which it is from time to time a party in respect of Control Collateral as non-fiduciary gratuitous bailee for thebenefit andonbehalf ofeachother First LienSecuredPartyandanyassigneesolelyforthepurposeof perfectingthesecurityinterestgrantedinsuchPossessoryCollateralorControlCollateral,ifany,pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09.

(b)The duties or responsibilities of the Applicable Authorized Representative, the Applicable Collateral Agent, eachother Authorized Representative andeachother Collateral Agent under thisSection2.09shallbelimitedsolelytoholdinganySharedCollateralconstitutingPossessoryCollateral orControlCollateralasnon-fiduciarygratuitousbaileeforthebenefitandonbehalfofeachotherFirstLien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties therein.

(c)The agreement of the Applicable Authorized Representative and the Applicable Collateral Agent to act as non-fiduciary gratuitous bailee pursuant to this Section 2.09 is intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 9-104(a)(5) and 9-313(c) of the UCC.

(d)None of the Applicable Authorized Representative, any Collateral Agent or any other First Lien Secured Partiesshall have byreason of this Agreement orany other documenta fiduciary relationship in respect of any other Authorized Representative or Collateral Agent or any other First Lien Secured Party, and each Collateral Agent and each other First Lien Secured Party hereby waives and releases the Applicable Authorized Representative, the other Collateral Agents and the other First Lien Secured Parties from all claims and liabilities arising pursuant to the Applicable Authorized Representative’soranyotherCollateralAgent’sroleunderthisSection2.09(d)asnon-fiduciarygratuitous baileewithrespect toanySharedCollateral(includinganyControl Collateral) initspossessionor control.

ARTICLEIII

ExistenceandAmountsofLiensandObligations

SECTION 3.01Determinations with Respect to Amounts of Liens and Obligations. Whenever any Collateral Agent shall be required, in connection with the exercise of its rights or the performanceofitsobligationshereunder,todeterminetheexistenceoramountofanyFirstLienObligations ofanySeries,ortheSharedCollateralsubjecttoanyLiensecuringtheFirstLienObligationsofanySeries, it may request that such information be furnished to it in writing by the Notes Trustee and/or each other Collateral Agent and shall be entitled to make such determination on the basis of the information so furnished;provided,however,thatiftheNotesTrusteeand/oranyotherCollateralAgentshallfailorrefuse reasonably promptly to provide the requested information, the requesting Collateral Agent may (but shall not be obligated to) to make any such determination by such method as it may determine, including by reliance upon a certificate of the Issuer. Each Collateral Agent and each Authorized Representative may relyconclusively,andshallbefullyprotectedinsorelying,onanydeterminationmadebyitinaccordance withtheprovisionsoftheprecedingsentence(orasotherwisedirectedbyacourtofcompetentjurisdiction)

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and shall have no liability to any Grantor, any First Lien Secured Party or any other Person as a result of such determination.

ARTICLEIV

TheApplicableAuthorizedRepresentative

SECTION4.01AppointmentandAuthority.

(a)Each of the First LienSecuredParties herebyirrevocablyappointsandauthorizes the Applicable Authorized Representative and/or the Applicable Collateral Agent to take such actions on itsbehalfandtoexercisesuchpowersasaredelegatedtotheApplicableAuthorizedRepresentativeand/or the Applicable Collateral Agent by the terms hereof and to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Applicable Authorized Representative hereunder, together with such powers as are reasonably incidental thereto. Without limiting the foregoing, each of the First Lien Secured Parties, and each Collateral Agent, herebyagrees(atthesole costandexpenseoftheGrantors)toprovidesuchcooperation,assistanceand written direction as may be requested by the Applicable Authorized Representative and/or Applicable CollateralAgenttofacilitateandeffectactionstakenorintendedtobetakenbytheApplicableAuthorized Representativeand/orApplicableCollateralAgentpursuanttothisArticleIV,suchcooperationtoinclude execution and delivery of notices, instruments and other documents as may be necessary or as are reasonably deemed necessary by the Applicable Authorized Representative and/or Applicable Collateral Agent to effect such actions, and joining in any action, motion or proceeding initiated by the Applicable Authorized Representative and/or Applicable Collateral Agent for such purposes.

(b)EachNon-ControllingSecuredPartyacknowledgesandagreesthattheApplicable AuthorizedRepresentativeand/or Applicable Collateral Agent shall beentitled,for the benefitofthe First LienSecuredParties,tosell,transferorotherwisedisposeofordealwithanySharedCollateralasprovided hereinandintheFirstLienSecurityDocuments,withoutregardtoanyrightstowhichtheNon-Controlling Secured Parties would otherwise be entitled as a result of their Indenture Obligations or Additional First LienObligations,asapplicable.Withoutlimitingtheforegoing,eachNon-ControllingSecuredPartyagrees thatnoneoftheApplicableAuthorizedRepresentative,ApplicableCollateralAgentoranyotherFirstLien SecuredPartyshallhaveanydutyorobligationfirsttomarshalorrealizeuponanytypeofSharedCollateral (or any other Collateral securing any of the First Lien Obligations), or to sell, dispose of or otherwise liquidate all or any portion of such Shared Collateral (or any other Collateral securing any First Lien Obligations), in any manner that would maximize the return to the Non-Controlling Secured Parties, notwithstandingthattheorderandtimingofanysuchrealization,sale,dispositionorliquidationmayaffect the amount of proceeds actually received by the Non-Controlling Secured Parties from such realization, sale, disposition or liquidation. Each of the First Lien Secured Parties waives any claim it may now or hereafter have against the Applicable Authorized Representative, the Applicable Collateral Agent or any Authorized Representative or any Collateral Agent for any other Series of First Lien Obligations or any other First Lien Secured Party of any other Series arising out of (i)any actions that do not violate this Agreement which any Collateral Agent or any First Lien Secured Party takes or omits to take (including, actions with respect to the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or depreciation of, or failure to realize upon, any of the Collateral and actions with respect to the collection of any claim for all or any part of the First Lien Obligations from any account debtor, guarantor or any other party) in accordance with the First Lien SecurityDocumentsoranyotheragreementrelatedtheretoortothecollectionoftheFirstLienObligations or the valuation, use, protection or release of any security for the First Lien Obligations, (ii) any election

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by any Collateral Agent or any holders of First Lien Obligations in any Insolvency or Liquidation Proceeding of the application of Section 1111(b) of the Bankruptcy Code or any equivalent provision of anyotherBankruptcyLawor(iii)subjecttoSection2.05,anyborrowingby,orgrantofasecurityinterest or administrative expense priority under Section364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law by, any Grantor or any of its Subsidiaries, as debtor-in-possession.This Agreement shall not give rise to any responsibility by any Authorized Representative or any Collateral Agenttotakeanyactiontocreate,perfect,maintain,reneworcontinuetheLiensonanySharedCollateral.

SECTION4.02RightsasaFirstLienSecuredParty.

The Person serving as the Applicable Authorized Representative and/or Applicable Collateral Agent hereunder shall have the same rights and powers in its capacity as a First Lien Secured PartyunderanySeries of First LienObligationsthatitholdsasanyother First Lien SecuredPartyofsuch Series and may exercise the same as though it were not the Applicable Authorized Representative and/or ApplicableCollateralAgentandtheterm“FirstLienSecuredParty”or“FirstLienSecuredParties”or(as applicable)“IndentureSecuredParty”,“IndentureSecuredParties”,“AdditionalFirstLienSecuredParty” or“AdditionalFirstLienSecuredParties”shall,unlessotherwiseexpresslyindicatedorunlessthecontext otherwiserequires,includethePersonservingastheApplicableAuthorizedRepresentativeand/or Applicable Collateral Agent hereunderin itsindividualcapacity.SuchPersonanditsAffiliatesmaybutis not required to accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Grantors or any Subsidiary or other Affiliate thereof as if such Person were not the Applicable Authorized Representative or Applicable CollateralAgenthereunderandwithoutanydutytoaccounttherefortoanyotherFirstLienSecuredParty.

SECTION 4.03Exculpatory Provisions.The Applicable Authorized Representative and the Applicable Collateral Agent shall not have any duties or obligations except those expressly set forth herein and in the other Secured Credit Documents to which it is a party and, with respect to the Notes Trustee and the Notes Collateral Agent, in the Indenture (subject in each case to the benefits, immunities, indemnities, privileges, protections and rights of such Notes Trustee and Notes Collateral Agent pursuant to the Indenture). Without limiting the generality of the foregoing, the Applicable Authorized Representative and the Applicable Collateral Agent:

(i)shallnotbesubjecttoanyfiduciarydutiesand/oranyimpliedduties,regardlessof whether an Event of Default has occurred and is continuing;

(ii)shall not have any duty to take any discretionary action or exercise any discretionarypowers(includingprovidinganyrequest,consent,approvalwaiverorauthorization); providedthattheApplicable AuthorizedRepresentative andthe ApplicableCollateral Agentshall not berequiredtotakeanyactionthat, in its opinion or the opinion of itscounsel,mayexpose the Applicable Authorized Representative or such Applicable Collateral Agent to liability or that is contrary to this Agreement or any Secured Credit Document or applicable law;

(iii)shall not,exceptasexpressly setforthherein orinanySecuredCreditDocument, haveanydutytodisclose,andshallnotbeliableforthefailuretodisclose,anyinformationrelating to a Grantor or any of its Affiliates that is communicated to or obtained by the Person serving as the Applicable Authorized Representative and/or Applicable Collateral Agent or any of its Affiliates in any capacity;

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(iv)shall not be liable for any action taken or not taken by it (1) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment or (2)in reliance on a certificate of an authorized officer of the Issuer stating that such action is permitted by the terms of this Agreement. The Applicable Authorized Representative and the Applicable Collateral Agent shall be deemed not to have knowledge of any Event of Default under any Series of First Lien Obligations unless and until written notice describing such Event of Default and referencingthe applicable agreement is given to the Applicable Authorized Representative and Applicable Collateral Agent at its address as provided in Section 5.01 in accordance with the terms hereof and the applicable Secured Credit Document;

(v)shall not be liable under or in connection with this Agreement or any Secured Credit Document for indirect, special, incidental, punitive, or consequential losses or damages of anykind whatsoever,including,butnot limitedto,lost profits,whether or notforeseeable, evenif theCollateralAgenthasbeenadvisedofthepossibilitythereofandregardlessoftheformofaction;

(vi)shallnotberequiredtoexpendorriskanyofitsownfundsorotherwiseincurany liability, financial or otherwise, in the performance of any of its duties hereunder or under any Secured Credit Document to which it is a party unless and until it has received indemnity and/or security satisfactory to itfrom the holders of the Series of First Lien Obligationsagainst such risk orliability,orberequiredtotakeanyactionthatiscontrarytothisAgreement,anySecuredCredit Document or applicable law;

(vii)shallinnoeventberesponsibleorliableforanyfailureordelayintheperformance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, epidemics, pandemics, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes, or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services;

(viii)shall not be responsible for or have any duty to ascertain or inquire into (1)any statement, warranty or representation made in or in connection with this Agreement or any other FirstLienSecurityDocument,(2)thecontentsofanycertificate,opinion,reportorotherdocument delivered hereunder or thereunder or in connection herewith or therewith, (3)the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (4)the validity, enforceability, effectiveness or genuineness of this Agreement, any other First Lien Security Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the First Lien Security Documents (including the preparation or filing orrecordingoffinancingstatements,financingstatement amendmentsorterminationstatements), (5)thevalueorthesufficiencyofanyCollateralforanySeriesofFirstLienObligations,or(6)the satisfaction of any condition set forth in any Secured Credit Document, other than to confirm receipt of items expressly required to be delivered to such Applicable Authorized Representative or Applicable Collateral Agent;

(ix)need not segregate money held hereunder from other funds except to the extent required by law.The Applicable Authorized Representative and the Applicable Collateral Agent shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing; and

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(x)eachFirstLienSecuredPartyherebywaivesanyclaimtheymaynoworhereafter haveagainsteachAuthorizedRepresentative(includingtheApplicableAuthorizedRepresentative) and each Collateral Agent or any other First Lien Secured Parties arising out of (i) any actions which such Authorized Representative (including the Applicable Authorized Representative) or CollateralAgent(oranyofitsrepresentatives)takesoromitstotake(includingactionswithrespect to the creation, perfection or continuation of Liens on any Shared Collateral, actions with respect totheforeclosureupon,disposition,releaseordepreciationof,orfailuretorealizeupon,anyofthe Shared Collateral and actions with respect to the collection of any claim for all or any part of the First Lien Obligations from any account debtor, guarantor or any other party) in accordance with any relevant First Lien Security Document, or any other agreement related thereto, or to the collection of the First Lien Obligations or the valuation, use, protection or release of any security for the First Lien Obligations, (ii) any election by such Authorized Representative (including the Applicable Authorized Representative) or such Collateral Agent (or any of its agents), in any Insolvency or Liquidation Proceeding, of the application of Section 1111(b) of the Bankruptcy Code or any similar provision of any other applicable Bankruptcy Law, or (iii) subject to Section 2.05, any borrowing by, or grant of a security interest or administrative expense priority under Section 364 of the Bankruptcy Code or any similar provision of any other applicable Bankruptcy Law by, Issuer or any of its Subsidiaries, as debtor-in-possession.

SECTION4.04Collateraland GuarantyMatters.Each oftheFirstLien SecuredParties irrevocably authorizes the Applicable Collateral Agent to release any Lien on any property granted to or held by such Applicable Collateral Agent under any First Lien Security Document in accordance with Section2.04.Inaddition,eachNon-ApplicableAuthorizedRepresentativeandeachCollateralAgentthat is not the Applicable Collateral Agent, for itself and on behalf of each other First Lien Secured Party of the Series for whom it is acting, hereby irrevocably appoints the Applicable Collateral Agent and any officer or agent of the Applicable Collateral Agent, which appointment is coupled with an interest with fullpowerofsubstitution,asitstrueandlawfulattorney-in-factwithfullirrevocablepowerandauthority in the place and stead of such Non-Applicable Authorized Representative, Collateral Agent or First Lien SecuredParty,totakeanyandallappropriateactionandtoexecuteanyandalldocumentsandinstruments whichmaybe necessarytoaccomplishthe purposes ofthis Agreement,includingtheexercise of any and allremediesundereachFirstLienSecurityDocumentwithrespecttoSharedCollateralandtheexecution of releases in connection therewith.

SECTION 4.05Delegation of Duties. The Applicable Authorized Representative and/or the Applicable Collateral Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other First Lien Security Document by or through any one or more sub-agents appointed by the Applicable Authorized Representative and/or Applicable Collateral Agent, and such ApplicableAuthorizedRepresentativeorApplicableCollateralAgentshallnotberesponsibletoanyother First Lien Secured Party for any acts or omissions on the part of such sub-agent appointed with due care. TheApplicableAuthorizedRepresentativeand/orApplicableCollateralAgentandanysuchsub-agentmay performanyandallofitsdutiesandexerciseitsrightsandpowersbyorthroughtheirrespectiveAffiliates. The exculpatory provisionsofthis ArticleIVshall apply to anysuch sub-agent and totheAffiliatesofthe Applicable Authorized Representative and/or Applicable Collateral Agent and any such sub-agent; provided,howeverthatinnoeventshallanyApplicableAuthorizedRepresentativeorApplicableCollateral AgentberesponsibleorliabletoanyotherFirstLienSecuredPartyforanyactsoromissionsonthepartof any such sub-agent appointed with due care.

SECTION 4.06Instruction Required.Any action hereunder on the part of the Notes Collateral Agent tobe exercised orperformed shall only beexercisedor performed ifthe Notes Collateral

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AgentreceiveswritteninstructionsfromtheNotesTrustee,actingatthewrittendirectionoftheapplicable IndentureSecuredParties,orfromtheIssuer,ineachcaseasapplicableandinaccordancewithandsubject to the terms of the Indenture.

No Notes Collateral Agent shall be under any obligation to exercise any of the rights or powers vested in it by the Indenture or this Agreement at the request or direction of any of the applicable First Lien Secured Parties pursuant to this Agreement or the Indenture, unless the applicable First Lien Secured Parties shall have offered and, if requested, provided to such Collateral Agent security and/or indemnitysatisfactorytosuchNotesCollateralAgentagainstthecosts,expensesandliabilitieswhichmight be incurred by it in compliance with such request or direction.

SECTION 4.07Non Reliance on Applicable Authorized Representative and Other FirstLien Secured Parties.Each Collateral Agent (other than the initial Notes Collateral Agent), on behalf of itself and the First Lien Secured Parties of the Series for which it is acting, acknowledges that it has, independently and without reliance upon the Applicable Authorized Representative, any other Collateral Agent or any other First Lien Secured Party or any of their Affiliates and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.Each Collateral Agent (other than the initial Notes Collateral Agent), on behalf of itself and the First Lien Secured Parties of the Series for which it is acting, also acknowledges that it will, independently and without reliance upon the Applicable Authorized Representative, any other Collateral Agent,anyotherAuthorizedRepresentativeoranyotherFirstLienSecuredPartyoranyoftheirAffiliates and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any related agreement or any document furnished hereunder or thereunder.

SECTION 4.08Reliance by Applicable Authorized Representative. The Applicable AuthorizedRepresentativeandtheApplicableCollateralAgentshallbeentitledtorelyupon,andshallnot incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the properPerson.TheApplicableAuthorizedRepresentativeandtheApplicableCollateralAgentmayconsult withlegalcounsel(whomayinclude,butshallnotbelimitedto,counselforanyGrantororcounselforthe Applicable Authorized Representative or the Applicable Collateral Agent), independent accountants and otherexpertsselectedbyit,andshallnotbeliableforanyactiontakenornottakenbyitinaccordancewith the advice of any such counsel, accountants or experts.

SECTION 4.09Validity. The Applicable Authorized Representative and the Applicable CollateralAgentshallnotberesponsiblefortheexistence,genuinenessorvalueofanyoftheCollateralor forthevalidity,perfection,priorityorenforceabilityoftheLiensinanyoftheCollateral,whetherimpaired by operation of law or by reason of any action or omission to act on its part hereunder for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral; nor shall the Applicable Authorized Representative or the Applicable Collateral Agent haveanyduty(i) toseeto any recording, filingor depositing of any financingstatement, financing statement amendment or continuation statement evidencing a security interest, or to see to the maintenanceofanysuchrecordingsorfilingordepositingortoanyrerecording,refilingorredepositingof any thereof or (ii) to see tothe payment or discharge of any tax, assessment or other governmental charge or any lien or encumbrance of any kind; provided, however, that, without limiting the foregoing, pursuant toSection9-509(d)(i)oftheUCC,eachFirstLienSecuredParty(asinstructedinaccordancewiththeterms

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of the relevant Secured Credit Document), on behalf of itself and the relevant First Lien Secured Parties, irrevocably directs the Applicable Authorized Representative or the Applicable Collateral Agent (as applicable) to authorize the filing by any First Lien Secured Party (but without imposing an obligation on suchFirstLienSecuredPartytodoso)ofanyamendmenttoanyfinancingstatement(whichauthorization is hereby deemed given by the Applicable Authorized Representative or the Applicable Collateral Agent, as applicable). The powers conferred on the Applicable Authorized Representative or the Applicable CollateralAgenthereunderorunderanyotherSecuredCreditDocumentaresolelytoprotecttheApplicable Authorized Representative’s or the Applicable Collateral Agent’s interest in the Collateral, for the benefit of the First Lien Secured Parties, and shall not impose any duty upon the Applicable Authorized RepresentativeortheApplicableCollateralAgenttoexerciseanysuchpowers.Exceptforthesafecustody of any Collateral inits actual possession and the accounting for moneys actually received by it hereunder, theApplicableAuthorizedRepresentativeandtheApplicableCollateralAgentshallhavenodutyastoany Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral and shall be under no obligation to act under this Agreement without written instructions from the relevant First Lien Secured Party acting in accordance with the terms of the relevantSecuredCreditDocument.TheApplicableAuthorizedRepresentativeortheApplicableCollateral AgentshallbedeemedtohaveexercisedreasonablecareinthecustodyandpreservationofanyCollateral in its actual possession if such Collateral is accorded treatment substantially equal to that which such Authorized Representative or such Applicable Collateral Agent (as applicable) accords its own property.

ARTICLEV

Miscellaneous

SECTION 5.01Notices. All notices and other communications provided for herein (including,butnotlimitedto,allthedirectionsandinstructionstobeprovidedtotheApplicableAuthorized Representative and/or Applicable Collateral Agent herein by the First Lien Secured Parties) shall be in writingandshallbedeliveredbye-mail,handorovernightcourierservice,mailedbycertifiedorregistered mail or sent by telecopy, as follows:

(a)If toanyGrantor:

SECosmos,LLC

c/oEnergyGlobal,LP

3 Lagoon Drive, Suite 280

RedwoodCity,California94065

Attention: Head of Legal

Email:legalus@sbenergy.com

(b)IftotheNotesTrusteeand/ortheNotesCollateralAgentpartyheretoonthedate hereof:

WilmingtonTrust,NationalAssociation

Global Capital Markets

277ParkAvenue,25thFloor

NewYork,NewYork10172

Attention:SECosmos,LLCNotesAdministrator

If to any Authorized Representative or Notes Collateral Agent (as applicable) that becomes party hereto after the date hereof, as set forth on the applicable Notes Collateral Agent Joinder.

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Anypartyheretomaychangeitsaddress,faxnumberoremailaddressfornoticesandothercommunications hereunderbynoticetotheotherpartieshereto.Unlessotherwisespecificallyprovidedherein,anynoticeor other communication herein required or permitted to be given shall be in writing and may be personally served,telecopied,electronicallymailedorsentbycourierserviceorU.S.mailandshallbedeemedtohave beengivenwhendeliveredinpersonorbycourierservice,uponreceiptofatelecopyorelectronicmailor upon receipt via U.S. mail (registered or certified, with postage prepaid and properly addressed). For the purposes hereof, the addresses of the parties hereto shall be as set forth above or, as to each party, at such otheraddressasmaybedesignatedbysuchpartyinawrittennoticetoalloftheotherparties.Asagreedto inwritingamongtheApplicableAuthorizedRepresentative,theApplicableCollateralAgentandeachother AuthorizedRepresentativeor other CollateralAgent fromtimetotime,noticesandothercommunications mayalsobedeliveredbye-mailtothee-mailaddressofarepresentativeoftheapplicablepersonprovided from time to time by such person.

The Notes Collateral Agent agrees to accept and act upon instructions or directions pursuant to this Agreement sent by unsecured e-mail, pdf, electronic transmission or other similar unsecured electronic methods, provided, however, that such Notes Collateral Agent shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced wheneverapersonistobeaddedordeletedfromthelisting.EachCollateralAgentshallbeentitledtotreat a pdf or e-mail communication or communication by other similar electronic means in a form satisfactory tosuchCollateralAgent(“ElectronicMethods”)fromapersonpurportingtobe(andwhomtheapplicable Collateral Agent, acting reasonably, believes in good faith to be) the authorized representative of the Grantors or any Secured Party, as sufficient instructions and authority of the Grantors or any First Lien Secured Party for the Collateral Agent to act and shall have no duty to verify or confirm that person is so authorized.If the Issuer, any other Grantor or any other Collateral Agent or Senior Class Debt Representative elects to give the Notes Collateral Agent e-mail instructions (or instructions by a similar electronic method) and such Notes Collateral Agent in acts upon such instructions, then such Notes Collateral Agent’s understanding of such instructions shall be deemed controlling. No Collateral Agent shallhaveanyliabilityforanylosses,liabilities,costsorexpensesincurredbyitasaresultofsuchreliance upon or compliance with such instructions or directions.Each of Grantors and the First Lien Secured Partiesagree:(i)toassumeallrisksarisingoutoftheuseofsuchElectronicMethodstosubmitinstructions anddirectionstotheCollateralAgents,includingwithoutlimitationtheriskofanyCollateralAgentacting on unauthorized instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informedoftheprotectionsandrisksassociatedwiththevariousmethodsoftransmittinginstructionstothe CollateralAgentsandthattheremaybemoresecuremethodsoftransmittinginstructionsthanthemethod(s) selectedbytheGrantorsoranyFirstLienSecuredParty;and(iii)thatthesecurityprocedures(ifany)tobe followedinconnectionwithitstransmissionofinstructionsprovidetoitacommerciallyreasonabledegree ofprotectioninlightofitsparticularneedsandcircumstances.ForpurposesoftheinitialNotesCollateral Agent, the foregoing provision shall also apply to the Notes Trustee as an Authorized Representative.

SECTION5.02Waivers;Amendment;JoinderAgreements.

(a)Nofailureordelayonthepartofanypartyheretoinexercisinganyrightorpower hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power,oranyabandonmentordiscontinuanceofstepstoenforcesucharightorpower,precludeanyother orfurtherexercisethereofortheexerciseofanyotherrightorpower.Therightsandremediesoftheparties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver ofanyprovisionofthis Agreement orconsentto anydeparture by any party therefromshallinany event be effective unless the same shall be permitted by paragraph (b)of this Section 5.02, and then such

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waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.

(b)Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreementsinwritingenteredintobyeachAuthorizedRepresentativethatisapartyhereto,eachCollateral Agent party hereto, and the Issuer.

(c)Notwithstanding the foregoing, without the consent of any First Lien Secured Party,anyAdditionalAgentmaybecomeapartyheretobyexecutionanddeliveryofaJoinderAgreement inaccordancewithSection5.13ofthisAgreementanduponsuchexecutionanddelivery,suchAdditional AgentandtheAdditionalFirstLienSecuredPartiesandAdditionalFirstLienObligationsoftheSeriesfor which such Additional Agent is acting shall be subject to the terms hereof.

(d)Notwithstanding the foregoing, without the consent or signature of any other Collateral Agent or First Lien Secured Party, the Applicable Authorized Representative or the Applicable Collateral Agent may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First Lien Obligations in compliance with the Indenture and any Additional First Lien Documents.Each party to this Agreement agrees that (i) at the written request (and sole expense) of the Issuer, without the consent of any First Lien Secured Party, each of the Authorized Representatives a partyhereto andCollateral Agents shall,upon delivery of an Officer’sCertificate ofthe Issuer to the Applicable Authorized Representative, execute and deliver an acknowledgment and confirmation of such modifications effected by the Applicable Authorized Representative and the Applicable Collateral Agent and/or enter into an amendment, a restatement or a supplement of this Agreement approvedbytheApplicable AuthorizedRepresentativeandthe ApplicableCollateral Agentto facilitatesuchmodifications(itbeingunderstoodthatsuchactionsshallnotberequiredfortheeffectiveness ofanysuchmodifications)and(ii)theIssuershallbeabeneficiaryofthisSection5.02(d).Notwithstanding the foregoing, this Agreement shall terminate with respect to a Series of First Lien Obligations (and the Collateral Agent(s) and Authorized Representative(s) with respect thereto) upon the Discharge of such Series of First Lien Obligations.

SECTION5.03PartiesinInterest.ThisAgreementshallbebindinguponandinuretothe benefit of the parties hereto and their respective successors and assigns, as well as the other First Lien Secured Parties, all of whom are intended to be bound by, and to be third party beneficiaries of, this Agreement.

SECTION 5.04Survival of Agreement. All covenants, agreements, representations and warrantiesmade by any party in this Agreement shall be considered to have beenrelied upon by the other parties hereto and shall survive the execution and delivery of this Agreement.

SECTION 5.05Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. DeliveryofanexecutedsignaturepagetothisAgreementbyPDForotherelectronictransmissionshallbe as effective as delivery of a manually signed counterpart of this Agreement.

SECTION 5.06Severability.Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the

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remainingprovisionshereof;andtheinvalidityofaparticularprovisioninaparticularjurisdictionshallnot invalidatesuchprovisioninanyotherjurisdiction.Thepartiesshallendeavoringood-faithnegotiationsto replacethe invalid,illegalor unenforceable provisions withvalidprovisionstheeconomic effectof which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION5.07Authorization.Byitssignature,eachPersonexecutingthisAgreementon behalf of a party hereto represents and warrants to the other parties hereto that it is duly authorized to executethisAgreement.TheNotesCollateralAgentrepresentsandwarrantsthatthisAgreementisbinding upontheNotesCollateralAgent.TheNotesTrusteerepresentsandwarrantsthatthisAgreementisbinding upon the Notes Trustee. This Agreement is the “First Lien Intercreditor Agreement” under and as defined in the Indenture (or the Equivalent Provision thereof); and pursuant to Section 7.10 of the Indenture, this Agreement is binding upon the Indenture Secured Parties.

SECTION5.08SubmissiontoJurisdiction;Waivers;ConsenttoServiceofProcess.Each Collateral Agent, on behalf of itself and the First Lien Secured Parties of the Series for whom it is acting, irrevocably and unconditionally:

(a)submitsforitselfanditspropertyinanylegalactionorproceedingrelatingtothis Agreement,orforrecognitionandenforcementofanyjudgmentinrespectthereof,totheexclusive jurisdiction of the courts of the State of New York sitting in New York County, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereofandwaivesanyobjectiontoanyactioninstitutedhereunderinanysuchcourtbasedon forum non–conveniens, and any objection to the venue of any action instituted hereunder in such court;

(b)consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient forum and agrees not to plead or claim the same;

(c)agreesthatserviceofprocessinanysuchactionorproceedingmaybeeffectedby mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Collateral Agent) at the address referred to in Section 5.01 hereof;

(d)agrees that nothing herein shall affect the right of any other party hereto (or any First Lien Secured Party) to effect service of process in any other manner permitted by law; and

(e)waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section5.08 any special, exemplary, punitive or consequential damages; provided that nothing in this clause (e) shall limit theindemnificationobligationsoftheIssuerortheotherGrantortotheNotesTrusteeandtheNotes Collateral Agenthereunderor undertheSecuredCreditDocuments,including,withoutlimitation, under Section 7.6 and Section 12.02(c) of the Indenture.

SECTION5.09GOVERNINGLAW;WAIVEROFJURYTRIAL.

(A)THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED ANDINTERPRETEDINACCORDANCEWITH,THELAWSOFTHESTATEOFNEWYORK

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WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS, EXCEPT AS REQUIRED BY MANDATORY PROVISIONS OF LAW.

(B)EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLYWAIVESTRIALBYJURYINANYLEGALACTIONORPROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.

SECTION 5.10Headings.Article, Section and Annex headings used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

SECTION 5.11Conflicts.In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of any of the other First Lien Security Documents or Additional First Lien Documents, the provisions of this Agreement shall control.

SECTION 5.12Provisions Solely to Define Relative Rights.The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the First Lien SecuredPartiesinrelationtooneanother.NoneoftheIssuer,anyotherGrantororanyothercreditorthereof shall have any rights or obligations hereunder, except as expressly provided in this Agreement (provided that nothing in this Agreement (other than Sections 2.04, 2.05, 2.09 and Article V) is intended to or will amend,waiveorotherwisemodifytheprovisionsoftheIndentureoranyAdditionalFirstLienDocuments), and none of the Issuer or any other Grantor may rely on the terms hereof (other than Section2.04, 2.05, 2.09andArticleV).NotwithstandinganythinginthisAgreementtothecontrary,nothinginthisAgreement is intended to or will obligate the Issuer or any other Grantor to take any action, or fail to take any action, that would otherwise constitute a breach of, or default under, the Indenture or any First Lien Security Document. Nothing in thisAgreement isintended to or shallimpair the obligations of any Grantor, which are absolute and unconditional, to pay the First Lien Obligations as and when the same shall become due and payable in accordance with their terms.

SECTION 5.13Additional First Lien Obligations.To the extent, but only to the extent permittedbytheprovisionsof theIndentureandtheAdditional First LienDocumentsthenineffect (each, as applicable), the Issuer and any other Grantor may incur Additional First Lien Obligations.Any such additional class or Series of Additional First Lien Obligations (the “Senior Class Debt”) may be secured byaLienandmaybeguaranteedbytheIssuerand/oranyotherGrantorsonaparipassubasis,ineachcase underandpursuanttotheAdditionalFirstLienDocuments,ifandsubjecttothecondition(orelection)that theCollateralAgent ofanysuchSeniorClassDebt(each, a“Senior ClassDebtRepresentative”),acting on behalf of the holders of such Senior Class Debt (such Collateral Agent and holders in respect of any SeniorClassDebtbeingreferredtoasthe“SeniorClassDebtParties”),becomesapartytothisAgreement by satisfying the conditions set forth in clauses (i) through (iii) of the immediately succeeding paragraph.

InorderforaSenior ClassDebtRepresentativetobecomeapartytothisAgreement,

(i)suchSeniorClassDebtRepresentative,theApplicableAuthorizedRepresentative and the Issuer shall have executed and delivered an instrument substantially in the form of Annex I(withsuchchangesasmaybereasonablyapprovedbytheApplicableAuthorizedRepresentative and such Senior Class Debt Representative) pursuant to which such Senior Class Debt RepresentativebecomesaCollateral Agentand Additional Agent hereunder,andthe Senior Class Debt in respect of which such Senior Class Debt Representative is the Collateral Agent and the related Senior Class Debt Parties become subject hereto and bound hereby;

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(ii)theIssuershallhavedeliveredtotheCollateralAgents(x)trueandcompletecopies of each of the primary definitive Additional First Lien Documents relating to such Senior Class Debt, certified as being true and correct by a responsible officer of the Issuer and (y) a certificate of anauthorizedofficer ofthe Issuer(1)identifyingtheobligationstobedesignatedasAdditional FirstLienObligations,(2)identifyingtheinitialaggregateprincipalamountorfaceamountthereof (as applicable) and (3) stating that such Additional First Lien Obligations are permitted by each applicable Secured Credit Document then in effect to be incurred, or to the extent a consent is otherwise required to permit the incurrence of such Additional First Lien Obligations under any Secured Credit Document, each applicable Grantor has obtained the requisite consent; and

(iii)the Additional First Lien Documents, as applicable, relating to such Senior Class Debt shall provide, in a manner reasonably satisfactory to the Applicable Authorized Representative, that each Senior Class Debt Party with respect to such Senior Class Debt will be subjecttoandboundbytheprovisionsofthisAgreementinitscapacityasaholderofsuchSenior Class Debt.

SECTION 5.14Integration.This Agreement together with the other Secured Credit DocumentsandtheFirst Lien Security Documentsrepresentstheentireagreement ofeachoftheGrantors and the First Lien Secured Parties with respect to the subject matter hereof and there are no promises, undertakings, representations or warranties by any Grantor, any Collateral Agent or any other First Lien SecuredPartyrelativetothesubjectmatterhereofnotexpresslysetforthorreferredtohereinorintheother Secured Credit Documents or the First Lien Security Documents.

SECTION5.15[RESERVED].

SECTION 5.16Information Concerning Financial Condition of the Issuer and the otherGrantor.InaccordancewiththeirrespectiveFirstLienObligationsDocuments,theApplicableAuthorized Representative, the Applicable Collateral Agent, the other Authorized Representatives and the other CollateralAgentsandtheSecuredPartiesshalleachberesponsibleforkeepingthemselvesinformedof(a) the financialcondition ofthe Issuerand the other Grantor and all endorsers or guarantors of the First Lien Obligations and (b) all other circumstances bearing upon the risk of nonpayment of the First Lien Obligations; provided that nothing in this Section 5.16 shall impose a duty on the Notes Trustee or the Notes Collateral Agentto inform itself or investigate the financial condition of the Issuer or other Grantor beyond that which may be required under the Indenture. The Applicable Authorized Representative, the ApplicableCollateralAgent,andtheotherAuthorizedRepresentativesandtheotherCollateralAgentsand the Secured Parties shall have no duty to advise any other party hereunder of information known to it or them regarding such condition or any such circumstances or otherwise. In the event that the Applicable Authorized Representative or the Applicable Collateral Agent, or any other Authorized Representative or Collateral Agent or any Secured Party undertakes at any time or from time to time to provide any such information to any other party, it shall be under no obligation to (i) make, and Applicable Authorized Representative or the Applicable Collateral Agent, or the other Authorized Representatives or the other CollateralAgentsandtheSecuredPartiesshallnotmakeorbedeemedtohavemade,anyexpressorimplied representationorwarranty,includingwithrespecttotheaccuracy,completeness,truthfulnessorvalidityof any such information so provided, (ii) provide any additional information or to provide any such information on any subsequent occasion, (iii) undertake any investigation or (iv) disclose any information that, pursuant to accepted or reasonable commercial finance practices, such party wishes to maintain confidential or is otherwise required to maintain confidential.

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SECTION 5.17Conversion of Currencies.If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum owing hereunder in one currency into another currency, each party hereto agrees, to the fullest extent that it may effectively do so, that the rate of exchange used shall be that at which, in accordance with normal banking procedures in the relevant jurisdiction, the first currencycouldbepurchasedwithsuchothercurrencyontheBusinessDayimmediatelyprecedingtheday on which final judgment is given.

SECTION 5.18Further Assurances.Each Collateral Agent, on behalf of itself and each First Lien Secured Party under the applicable Indenture or Additional First LienDebt Facility, agrees that it will (at the sole cost and expense of the Grantors) take such further action and shall execute and deliver such additional documents and instruments (in recordable form, if requested) as the other parties hereto mayreasonablyrequesttoeffectuatethetermsof,andtheLienprioritiescontemplatedby,thisAgreement.

SECTION5.19NotesTrusteeandNotesCollateralAgent.Itisunderstoodandagreedthat Wilmington Trust, National Association, is entering into this Agreement in its capacities as (i) Trustee under the Indenture and/or the applicable Notes Collateral Documents at the direction of the requisite holders of the Indenture Obligations, and (ii) as Notes Collateral Agent under the Indenture and/or the applicableNotesCollateralDocumentsatthedirectionoftheTrustee,actingattherequisiteholdersofthe Indenture Obligations,andas such shall not beresponsible for thetermsorsufficiency of this Agreement, andtheprovisionsoftheIndentureand/ortheNotesCollateralDocumentsgrantingorextendinganyrights, protections, privileges, indemnities and immunities to the Notes Trustee or Notes Collateral Agent thereunder shall also apply to the Notes Trustee and the Notes Collateral Agent (as applicable) acting in any capacity hereunder, including, without limitation, as the Applicable Authorized Representative or the Applicable Collateral Agent.For the avoidance of doubt, the parties hereto acknowledge that in no event shall the Notes Trustee or the Notes Collateral Agent be responsible or liable for special, indirect, or consequentiallossordamageofanykindwhatsoever(including,butnotlimitedto,lossofprofit) irrespectiveofwhetheranysuchpartyhasbeenadvisedofthelikelihoodofsuchlossordamageand regardless of the form of action.

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INWITNESSWHEREOF,thepartiesheretohaveexecutedthisAgreementasofthedate first written above.

[SignaturePagetoFirstLienIntercreditorAgreement]

[SignaturePagetoFirstLienIntercreditorAgreement]

ANNEXI

[FORM OF] JOINDER NO. [ ] (the “Joinder”) dated as of [  ], 202[ ] to the FIRST LIENINTERCREDITORAGREEMENTdatedasof[____](the“FirstLienIntercreditorAgreement”), amongSECOSMOS,LLC(the“Issuer”),COSMOSPLEDGOR,LLC(“HoldCo”),WILMINGTON

TRUST, NATIONAL ASSOCIATION, as Notes Trustee (as such term is defined below) and as initial notes collateral agent for the Indenture Secured Parties (as defined below) (in such capacity and together with each of its successors and assigns, in such capacity, the “Notes Collateral Agent”) and each Additional Agent and each Authorized Representative from time to time party thereto for the Additional First Lien Secured Parties of the Series with respect to which it is acting in such capacity.

A.Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the First Lien Intercreditor Agreement.

B.As a condition to the ability of the Grantors to incur Additional First Lien ObligationsandtosecuresuchSeniorClassDebtwiththeSeniorLienandtohavesuchSeniorClassDebt guaranteed by the Grantors on a senior basis, in each case under and pursuant to the Additional First Lien Documents, the Senior Class Debt Representative in respect of such Senior Class Debt is required to become a Collateral Agent and Additional Agent under, and such Senior Class Debt and the Senior Class DebtPartiesinrespectthereofarerequiredtobecomesubjecttoandboundby,theFirstLienIntercreditor Agreement.Section 5.13 of the First Lien Intercreditor Agreement provides that such Senior Class Debt Representative may become a Collateral Agent and Additional Agent under, and such Senior Class Debt and such Senior Class Debt Parties may become subject to and bound by, the First Lien Intercreditor Agreement, upon the execution and delivery by the Senior Class Debt Representative of an instrument in theformofthisJoinderandthesatisfactionoftheotherconditionssetforthinSection5.13oftheFirstLien IntercreditorAgreement.TheundersignedSeniorClassDebtRepresentative(the“NewCollateralAgent”) is executing this Joinder in accordance with the requirements of the First Lien Intercreditor Agreement.

Accordingly,theNewCollateralAgentagreesasfollows:

SECTION1.    InaccordancewithSection5.13oftheFirstLienIntercreditorAgreement, the NewCollateral Agent by its signature belowbecomes a Collateral Agent andAdditional Agent under, andtherelatedSeniorClassDebtandSeniorClassDebtPartiesbecomesubjecttoandboundby,theFirst Lien Intercreditor Agreement with the same forceandeffectasifthe NewCollateral Agenthad originally beennamedthereinasaCollateralAgent,andtheNewCollateralAgent,onbehalfofitselfandsuchSenior Class Debt Parties, herebyagrees to all the terms andprovisions of the First LienIntercreditor Agreement applicable to it as a Collateral Agent and to the Senior Class Debt Parties that it represents as Additional First Lien Secured Parties.Each referenceto a“Collateral Agent” oran “Additional Agent”inthe First Lien Intercreditor Agreement shall be deemed to include the New Collateral Agent.The First Lien Intercreditor Agreement is hereby incorporated herein by reference.

SECTION2.    The New Collateral Agent represents and warrants to the other First Lien Secured Parties that (i) it has full power and authority to enter into this Joinder, in its capacity as [agent] [trustee]under[describenewfacility],(ii)thisJoinderhasbeendulyauthorized,executedanddeliveredby itandconstitutesitslegal,validandbindingobligation,enforceableagainstitinaccordancewiththeterms ofsuchAgreementand(iii)theAdditionalFirstLienDocumentsrelatingtosuchSeniorClassDebtprovide that, upon the New Collateral Agent’s entry into this Agreement, the Senior Class Debt Parties in respect of such Senior Class Debt will be subject to and bound by the provisions of the First Lien Intercreditor Agreement as Additional First Lien Secured Parties.

SECTION3.    This Joinder may be executed in counterparts, each of which shall constitute anoriginal, but allof whichwhentakentogether shallconstitute asingle contract.This Joinder shall becomeeffective when signed by the NewCollateral Agent.Delivery of anexecutedsignaturepage tothisJoinderbyelectronicmethodsshallbeeffectiveasdeliveryofamanuallysignedcounterpartofthis Joinder.

SECTION4.    Except as expressly supplemented hereby, the First Lien Intercreditor Agreement shall remain in full force and effect.

SECTION5.    THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION6.    IncaseanyoneormoreoftheprovisionscontainedinthisJoindershould be held invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with suchprovisionforsolongassuchprovisionisheldtobeinvalid,illegalorunenforceable,butthevalidity, legality and enforceability of the remaining provisions contained herein and in the First Lien Intercreditor Agreement shall not in any way be affected or impaired.The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION7.    All communications and notices hereunder shall be in writing and given as provided in Section5.01 of the First Lien Intercreditor Agreement.All communications and notices hereundertotheNewCollateralAgentshallbegiventoitattheaddresssetforthbelowitssignaturehereto.

SECTION8.    The Issuer agrees toreimbursethe Applicable AuthorizedRepresentative and the Applicable Collateral Agent for its reasonable out-of-pocket expenses in connection with this Joinder, including the reasonable fees, other charges and disbursements of counsel for the Applicable Authorized Representative and the Applicable Collateral Agent.

SECTION9.    TheNewCollateralAgentisjoiningtheFirstLienIntercreditor Agreement in its capacity as collateral agent under the applicable Additional First Lien Documents governing such Additional First Lien Obligations and the provisions of such documents granting or extending any benefits, immunities, indemnities, privileges, protections and rights to the New Collateral AgentthereundershallalsoapplytotheNewCollateralAgent underthe First LienIntercreditor Agreement.

INWITNESSWHEREOF,theNewCollateralAgenthasdulyexecutedthisJoinderto the First Lien Intercreditor Agreement as of the day and year first above written.