EX-10.10

**Exhibit 10.10 **

**EXECUTION VERSION **

**CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE THE COMPANY CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL AND THE OMITTED INFORMATION IS NOT MATERIAL. **

**AMENDMENT AND RESTATEMENT DEED **

**RELATING TO AN INTERCREDITOR DEED DATED 15 MAY 2025 **

**IN RESPECT OF A USD4,100,000,000 OFFSHORE TERM LOAN **

**FACILITY AND A RM13,000,000,000 MURABAHAH TERM **

**FACILITY (AND AN ACCORDION FACILITY) **

dated **10 September 2026

between

**WG DATA HUB SDN. BHD. **

as Company

**DAYONE DATA CENTERS MALAYSIA I SDN. BHD. **

**DAYONE DATA CENTERS MALAYSIA II SDN. BHD. **

**DAYONE DATA CENTERS MALAYSIA III SDN. BHD. **

collectively as DayOne Companies

**DAYONE DATA CENTERS LIMITED **

as DayOne Parent

**MAYBANK INVESTMENT BANK BERHAD, **

**STANDARD CHARTERED BANK (SINGAPORE) LIMITED, **

**UNITED OVERSEAS BANK LIMITED, **

**UNITED OVERSEAS BANK (MALAYSIA) BHD, **

**OVERSEA-CHINESE BANKING CORPORATION LIMITED, **

**OCBC AL-AMIN BANK BERHAD, **

**CIMB INVESTMENT BANK BERHAD, **

**CIMB BANK BERHAD, SINGAPORE BRANCH, **

**CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK **

and

**DBS BANK LTD. **

as Mandated Lead Arrangers and Joint Coordinators

**THE ORIGINAL OFFSHORE FINANCIERS – UPSIZE OFFSHORE FACILITY **

listed in Part I of Schedule 2

**THE ORIGINAL MURABAHAH FINANCIERS – UPSIZE MURABAHAH FACILITY **

listed in Part II of Schedule 2

**STANDARD CHARTERED BANK (HONG KONG) LIMITED **

acting as Offshore Facility Agent

**MAYBANK INVESTMENT BANK BERHAD **

as Murabahah Facility Agent

**CIMB INVESTMENT BANK BERHAD **

acting as Security Agent

and

**MAYBANK INVESTMENT BANK BERHAD **

as Common Terms Agent

**Baker & McKenzie.Wong & Leow **

**(Reg. No. 200010145R) **

**38 Beach Road **

**#23-11 South Beach Tower **

**Singapore 189767 **

www.bakermckenzie.com

**CONTENTS **

| | | | | | | | | :------------------------------------------------: | - | ------------------------------------------------- | : | :------: | -: | - | | | | | | | | | | Clause | | | | Page | | | | | | | | | | | | 1. | | Definitions and Interpretation | | | 4 | | | | | | | | | | | 2. | | Amendments to the terms of the Intercreditor Deed | | | 5 | | | | | | | | | | | 3. | | Confirmations | | | 5 | | | | | | | | | | | 4. | | Representations and Warranties | | | 6 | | | | | | | | | | | 5. | | Expenses and Indemnity | | | 6 | | | | | | | | | | | 6. | | Miscellaneous | | | 6 | | | | | | | | | | | 7. | | Governing Law | | | 7 | | | | | | | | | | | 8. | | Enforcement | | | 7 | | | | | | | | | | | 9. | | Stamp Duty | | | 7 | | | | | | | | | | | Schedule 1 Amended And Restated Intercreditor Deed | | | | | 9 | | | | | | | | | | | Execution | | | | | 12 | |

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**AMENDMENT AND RESTATEMENT DEED **

**This Deed is dated **10 September 2026 and made between:

| | | | :-- | : | | (2) | |

(each a “DayOne Company” and collectively, “DayOne Companies”);

2

| | | | :----------- | : | | RECITALS | |

upon the terms and subject to the conditions of this Deed.

3

**IT IS AGREED **as follows:

Terms defined in the Intercreditor Deed shall, unless otherwise defined in this Deed, have the same meanings when used in this Deed and in addition:

“Amendment and Restatement Deed (CTA)” means the amendment and restatement deed to the Common Terms Agreement dated 10 September 2026 and made between, amongst others, (1) the Original Borrowers, (2) the Mandated Lead Arrangers, (3) the Joint Coordinators, (4) the Offshore Facility Agent, (5) the Murabahah Facility Agent, (6) the Security Agent and (7) the Common Terms Agent.

“Amendment and Restatement Deed (MFA)” means the amendment and restatement deed to the Murabahah Facility Agreement dated 10 September 2026 and made between, amongst others, (1) the Company as original customer and original guarantor, (2) the DayOne Companies, (3) the Mandated Lead Arrangers, (4) the Joint Coordinators and (5) the Murabahah Facility Agent.

“Amendment and Restatement Deed (OFA)” means the amendment and restatement deed to the Offshore Facility Agreement dated 10 September 2026 and made between, amongst others, (1) the Company as original borrower and original guarantor, (2) the DayOne Companies as original borrower and original guarantor, (3) the Mandated Lead Arrangers, (4) the Joint Coordinators and (5) the Offshore Facility Agent.

“**Amended and Restated Intercreditor Deed **“ means the Intercreditor Deed as amended and restated in the form set out in Schedule 1 (Amended and Restated Intercreditor Deed).

“Effective Date” means the date on which the Amendment and Restatement Deed (CTA) becomes effective in accordance with the terms stipulated therein.

“Finance Documents – Hedging Arrangements” has the meaning given to it under the Intercreditor Deed.

“Finance Documents – Offshore Facility” has the meaning given to it under the Intercreditor Deed.

“Finance Documents – Murabahah Facility” has the meaning given to it under the Intercreditor Deed.

“Party” means a party to this Deed.

4

This Deed shall take effect as a deed even if it is signed under hand by any Party hereto.

With effect from the Effective Date, the Intercreditor Deed shall be amended and restated in the form set out in Schedule 1 (Amended and Restated Intercreditor Deed).

The Company and the DayOne Companies confirm that:

Each of the Company and each DayOne Company confirms that:

5

The Company and the DayOne Companies repeat the Repeating Representations on the date of this Deed and on the Effective Date, in each case, as if the references therein to “this Agreement” were references to this Deed.

The representations and warranties set out in this Clause 4 are deemed to be made by the Company and the DayOne Companies by reference to the facts and circumstances then existing on the date of this Deed and on the Effective Date (as the case may be).

The Company shall, within ten (10) Business Days of demand (and in the case of legal fees, within thirty (30) Business Days), and whether or not the Effective Date has occurred, pay or reimburse to the Security Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by the Security Agent (including any Receiver or Delegate) in connection with the preparation, negotiation and execution of this Deed and any other documents required in connection with this Deed.

The Company and the DayOne Companies shall, whether or not the Effective Date has occurred, within ten (10) Business Days of demand, indemnify any Total Finance Party and any of their respective officers and employees against any cost, loss or liability incurred by any of them or by any of their respective officers, and employees as a result of any breach by the Company and/or the DayOne Companies of the provisions of this Deed or the exercise or purported exercise of any of the rights and powers conferred on them by this Deed.

The Company shall pay all fees due from the Company in connection with this Deed in the amount and at the times agreed in a Fee Letter.

If, at any time, any provision of this Deed is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

This Deed may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Deed.

This Deed shall be construed as supplementing and forming part of the Intercreditor Deed and shall be read accordingly.

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The Security Agent confirms that it is executing this Deed on its own behalf and as security agent for the Total Financiers and that it has been duly directed and authorised to do so in accordance with Clause 20.3(a) (Effectiveness) of the Intercreditor Deed.

This Deed is governed by and shall be construed in accordance with Singapore law.

The provisions of Clause 23 (Enforcement) of the Intercreditor Deed shall be incorporated into this Deed as if set out in full in this Deed and as if references in those clauses to “this Agreement” are references to this Deed.

IT IS HEREBY AGREED AND DECLARED THAT:

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8

**SCHEDULE 1 **

**AMENDED AND RESTATED INTERCREDITOR DEED **

9

**SCHEDULE 1 **

**INTERCREDITOR DEED **

dated 15 May 2025 and as amended and restated by an amendment and restatement deed dated 10 September 2026

**WG DATA HUB SDN. BHD. **

as Company

**DAYONE DATA CENTERS MALAYSIA I SDN. BHD. **

**DAYONE DATA CENTERS MALAYSIA II SDN. BHD. **

**DAYONE DATA CENTERS MALAYSIA III SDN. BHD. **

collectively as DayOne Companies

**DAYONE DATA CENTERS LIMITED **

as DayOne Parent

**MAYBANK INVESTMENT BANK BERHAD, **

**STANDARD CHARTERED BANK (SINGAPORE) LIMITED, **

**UNITED OVERSEAS BANK LIMITED, **

**UNITED OVERSEAS BANK (MALAYSIA) BHD, **

**OVERSEA-CHINESE BANKING CORPORATION LIMITED, **

**OCBC AL-AMIN BANK BERHAD, **

**CIMB INVESTMENT BANK BERHAD, **

**CIMB BANK BERHAD, SINGAPORE BRANCH, **

**CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK **and

**DBS BANK LTD. **

as Mandated Lead Arrangers and Joint Coordinators

**THE ORIGINAL OFFSHORE FINANCIERS **

listed in Part I of Schedule 1

**THE ORIGINAL MURABAHAH FINANCIERS **

listed in Part II of Schedule 1

**THE ORIGINAL HEDGE COUNTERPARTIES **

listed in Part III of Schedule 1

**THE BG FINANCIERS **

listed in Part IV of Schedule 1

**STANDARD CHARTERED BANK (HONG KONG) LIMITED **

as Offshore Facility Agent

**MAYBANK INVESTMENT BANK BERHAD **

as Murabahah Facility Agent

**MAYBANK INVESTMENT BANK BERHAD **

as Common Terms Agent

**CIMB INVESTMENT BANK BERHAD **

as Security Agent

**Baker & McKenzie.Wong & Leow **

**(Reg. No. 200010145R) **

**38 Beach Road **

**#23-11 South Beach Tower **

**Singapore 189767 **

**www.bakermckenzie.com **

**CONTENTS **

**INTERCREDITOR DEED **

**This Deed **is dated 15 May 2025 and as amended and restated by an amendment and restatement deed dated **10 September 2026 and is made between:

(each a “DayOne Company” and collectively, the “DayOne Companies”);

1

**WHEREAS: **

By an offshore facility agreement dated 15 May 2025 and as amended and restated by an amendment and restatement deed dated 10 September 2026 (“Offshore Facility Agreement”) and made between, amongst others, (1) the Company, (2) the DayOne Companies, (3) the Original Offshore Financiers and (4) the Offshore Facility Agent:

together with an accordion facility (collectively, “Offshore Facility”) are made available to the Company and each DayOne Company, upon the terms and subject to the conditions therein.

By a murabahah facility agreement dated 15 May 2025 and as amended and restated by an amendment and restatement deed dated 10 September 2026 (“Murabahah Facility Agreement”) and made between, amongst others, (1) the Company, (2) the DayOne Companies, (3) the Original Murabahah Financiers and (4) the Murabahah Facility Agent:

together with an accordion facility (collectively, “Murabahah Facility”) are made available to the Company and each DayOne Company, upon the terms and subject to the conditions therein.

2

By the hedging agreements, which expression shall include any master agreement, confirmation, transaction, schedule or other agreement entered into between WG Data Hub and/or a DayOne Company and the Hedge Counterparties (as defined in the Common Terms Agreement) (“Hedging Agreements”), the parties have entered into hedging transactions in relation to hedging of exposures to fluctuations of interest rate, profit rate and currency exchange rate in respect of the Total Term Facilities (as defined in the Intercreditor Deed (as defined below)), upon the terms and subject to the conditions of the Hedging Agreements.

By the following letters of offer, which expression shall include any amendment(s) or variation(s) thereof and addition(s) thereto and any other letters issued or executed supplemental thereto or in substitution thereof (collectively “BG Letters of Offer”), each of the BG Financiers has agreed or shall agree to grant to the Company and the DayOne Companies a bank guarantee facility (collectively, “BG Facilities”) upon the terms and subject to the conditions therein contained:

provided always that the total principal amount of the BG Facilities shall not exceed RM1,500,000,000.

By a common terms agreement dated 15 May 2025 and as amended and restated by an amendment and restatement deed dated 10 September 2026 (the “Common Terms Agreement”) and made between (1) the Company, (2) the DayOne Companies, (3) the Original Offshore Financiers, (4) the Original Murabahah Financiers, (5) the Original Hedge Counterparties, (6) the Offshore Facility Agent, (7) the Murabahah Facility Agent, (8) the Common Terms Agent and (9) the Security Agent, the parties to the Common Terms Agreement have agreed to the common terms and conditions governing both the Offshore Facility and the Murabahah Facility.

3

The Parties have agreed to enter into this Deed to set out the arrangements between themselves as to the ranking of the claims and the sharing of the Shared Transaction Security (as defined herein).

**IT IS AGREED **as follows:

In this Deed:

“2002 ISDA Master Agreement” means the 2002 Master Agreement as published by the International Swaps and Derivatives Association, Inc.

“Acceleration Event” means a Total Term Financier Acceleration Event or a BG Financier Acceleration Event.

“Accordion Facility” means a RM3,500,000,000 (or its equivalent) term loan facility and/or term financing-i facility made available under the Common Terms Agreement, the Offshore Facility Agreement and/or the Murabahah Facility Agreement in accordance with clause 2.2 (Increase – Accordion Option) of the Common Terms Agreement.

“Account Bank” means:

“Additional Obligor” shall have the meaning given to it in the Offshore Facility Agreement or the Murabahah Facility Agreement.

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

“Amendment and Restatement Deed (CTA)” means the amendment and restatement deed to the Common Terms Agreement dated 10 September 2026 and made between (1) the Company, (2) the DayOne Companies, (3) the Mandated Lead Arrangers, (4) the Joint Coordinators, (5) the Green Financing Coordinators, (6) the Offshore Facility Agent, (7) the Murabahah Facility Agent, (8) the Security Agent and (9) the Common Terms Agent.

“Approved Projects” means in relation to a Development Project, the portion of such Development Project declared by the Common Terms Agent to be an Approved Project in accordance with clause 16.15(k) (Approved Projects and Approved Buildings) of the Common Terms Agreement.

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“Assignment and Charge of Accounts” means:

“Assignment and Charge of Designated Accounts (Company)” means the Malaysian law governed first ranking charge over the Designated Accounts (Company) dated on or about the Original Agreement Date and made between the Company and the Security Agent.

“Assignment and Charge of Project Account (DayOne Malaysia I)” means the Malaysian law governed first ranking charge over the Project Account (DayOne Malaysia I) dated on or about the first utilisation date of the Total Term Facilities and made between DayOne Malaysia I and the Security Agent.

“Assignment and Charge of Project Account (DayOne Malaysia II)” means the Malaysian law governed first ranking charge over the Project Account (DayOne Malaysia II) dated on or about the first utilisation date of the Total Term Facilities and made between DayOne Malaysia II and the Security Agent.

“Assignment and Charge of Project Account (DayOne Malaysia III)” means the Malaysian law governed first ranking charge over the Project Account (DayOne Malaysia III) dated on or about the first utilisation date of the Total Term Facilities and made between DayOne Malaysia III and the Security Agent.

“Assignment and Charge of Project Account (DayOne Parent)” means the Singapore law governed first ranking charge over the Project Account (DayOne Parent) to be made between the DayOne Parent and the Security Agent.

“Assignment Documents” means:

“Assignment of Insurances/Takaful” means:

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“Assignment of Insurances/Takaful (DayOne Malaysia I)” means the Malaysian law governed assignment over the Insurances/Takaful (DayOne Malaysia I) dated on or about the first utilisation date of the Total Term Facilities and made between DayOne Malaysia I and the Security Agent.

“Assignment of Insurances/Takaful (DayOne Malaysia II)” means the Malaysian law governed assignment over the Insurances/Takaful (DayOne Malaysia II) dated on or about the first utilisation date of the Total Term Facilities and made between DayOne Malaysia II and the Security Agent.

“Assignment of Insurances/Takaful (DayOne Malaysia III)” means the Malaysian law governed assignment over the Insurances/Takaful (DayOne Malaysia III) dated on or about the first utilisation date of the Total Term Facilities and made between DayOne Malaysia III and the Security Agent.

“Assignment of Intercompany Loans/Advances” means:

**“Assignment of Intercompany Loans/Advances (Company)” **means the Malaysian law governed assignment dated on or about the Original Agreement Date and made between the Company and the Security Agent in respect of the Intercompany Loans/Advances.

**“Assignment of Intercompany Loans/Advances (DayOne Malaysia I)” **means the Malaysian law governed assignment dated on or about the Original Agreement Date and made between DayOne Malaysia I and the Security Agent in respect of the Intercompany Loans/Advances.

**“Assignment of Intercompany Loans/Advances (DayOne Malaysia II)” **means the Malaysian law governed assignment dated on or about the Original Agreement Date and made between DayOne Malaysia II and the Security Agent in respect of the Intercompany Loans/Advances.

**“Assignment of Intercompany Loans/Advances (DayOne Malaysia III)” **means the Malaysian law governed assignment dated on or about the Original Agreement Date and made between DayOne Malaysia III and the Security Agent in respect of the Intercompany Loans/Advances.

“Assignment of Material Contracts” means:

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“Assignment of Material Contracts (DayOne Malaysia I)” means the Malaysian law governed assignment over the Material Contracts (DayOne Malaysia I) dated on or about the first utilisation date of the Total Term Facilities and made between DayOne Malaysia I and the Security Agent.

“Assignment of Material Contracts (DayOne Malaysia II)” means the Malaysian law governed assignment over the Material Contracts (DayOne Malaysia II) dated on or about the first utilisation date of the Total Term Facilities and made between DayOne Malaysia II and the Security Agent.

“Assignment of Material Contracts (DayOne Malaysia III)” means the Malaysian law governed assignment over the Material Contracts (DayOne Malaysia III) dated on or about the first utilisation date of the Total Term Facilities and made between DayOne Malaysia III and the Security Agent.

“Assignment of Service Agreements” means:

“Assignment of Service Agreements (DayOne Malaysia I)” means the Malaysian law governed assignment over the Service Agreements (DayOne Malaysia I) dated on or about the first utilisation date of the Total Term Facilities and made between DayOne Malaysia I and the Security Agent.

“Assignment of Service Agreements (DayOne Malaysia II)” means the Malaysian law governed assignment over Service Agreements (DayOne Malaysia II) dated on or about the first utilisation date of the Total Term Facilities and made between DayOne Malaysia II and the Security Agent.

“Assignment of Service Agreements (DayOne Malaysia III)” means the Malaysian law governed assignment over Service Agreements (DayOne Malaysia III) dated on or about the first utilisation date of the Total Term Facilities and made between DayOne Malaysia III and the Security Agent.

“Automatic Early Termination” means the termination or close-out of any hedging transaction prior to the maturity of that hedging transaction which is brought about automatically by the terms of the relevant Hedging Agreement and without any party to the relevant Hedging Agreement taking any action to terminate that hedging transaction.

“BG Financier Acceleration Event” means a BG Financier exercises any of its rights to declare all amounts outstanding under the relevant Finance Documents – BG Facilities to be immediately due and payable following the occurrence of an Event of Default.

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“BG Financiers” means any Original BG Financier and any bank, financial institution, trust, fund or other entity which has become a Party in accordance with Clause 13.4 (Total Finance Party Accession Undertaking), which in each case has not ceased to be a Party as such in accordance with the terms of this Deed or other Finance Documents.

“Building” means a data centre building erected on a Project.

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in Kuala Lumpur, New York, Singapore and Hong Kong.

“Cash Proceeds” means:

“Close-Out Netting” means any step involved in determining an Early Termination Amount (as defined in the 2002 ISDA Master Agreement) under section 6(e) (Payments on Early Termination) of the 2002 ISDA Master Agreement.

“Code” means the US Internal Revenue Code of 1986. “Commitment” means:

“Common Assurance” means any guarantee, indemnity or other assurance against loss provided by any Obligor in respect of any of the Liabilities, the benefit of which (however conferred) is, to the extent legally possible, given to all the Total Secured Parties in respect of their Liabilities.

“Common Currency”, “RM” and “Ringgit Malaysia” mean the lawful currency of Malaysia.

“Common Currency Amount” means, in relation to an amount, that amount converted (to the extent not already denominated in the Common Currency) into the Common Currency at the Security Agent’s Spot Rate of Exchange on the Business Day prior to the relevant calculation.

“Completed Projects” means:

“Completion” means, in respect of the Development Projects, the completion of the construction of all Buildings within the relevant Development Project in accordance with the relevant Construction Plan and such Buildings are ready-for-service.

“Completion and Cost Overrun Undertaking” means the irrevocable and unconditional letter of undertaking dated on or about the date of the Amendment and Restatement Deed (CTA) and issued by DayOne Parent to the Security Agent in respect of the completion of Projects (including undertaking to provide equity funding to complete the Projects) and the funding of Cost Overruns (as defined in the Common Terms Agreement) in connection with each Approved Building (as defined in the Common Terms Agreement) for up to three (3) Months after such Approved Building is ready-for-service, and which expression shall, where the context so admits, include any amendment(s) or variations(s) thereof and addition(s) thereto and any other instrument(s) executed supplemental thereto or in substitution thereof.

8

“Confidentiality Undertaking” means a confidentiality undertaking substantially in a recommended form of the APLMA or in any other form agreed between the Company and the Common Terms Agent.

“Consent” means any consent, approval, release or waiver or agreement to any amendment.

“Construction Plans” means, in respect of the Development Projects, the construction/development plan in respect of such Development Projects which shall state specifically the target completion date of the construction of each Building, on that Development Project, submitted to the Common Terms Agent as an initial condition precedent under clause 4.1 (Initial conditions precedent) of the Common Terms Agreement and such other construction/development plan in respect of any Development Projects as may be provided to the Common Terms Agent from time to time.

“Credit/Financing Participation” means:

“Credit Related Close-Out” means any Permitted Hedge Close-Out which is not a Non-Credit Related Close-Out.

“Debentures” means:

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“Debenture (DayOne Malaysia I)” means the Malaysian law governed debenture dated on or about the Original Agreement Date between DayOne Malaysia I and the Security Agent.

“Debenture (DayOne Malaysia II)” means the Malaysian law governed debenture dated on or about the Original Agreement Date between DayOne Malaysia II and the Security Agent.

“Debenture (DayOne Malaysia III)” means the Malaysian law governed debenture dated on or about the Original Agreement Date between DayOne Malaysia III and the Security Agent.

“Default” means an Event of Default or any event or circumstance which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Total Finance Documents or any combination of any of the foregoing) be an Event of Default.

“Default Notification” has the meaning given to such term in Clause 17.3 (Notification of prescribed events).

“Delegate” means any delegate, agent, attorney or co-trustee appointed by the Security Agent.

“Designated Accounts (Company)” means:

“Development Projects” means:

“Discharge Date” means the first date on which all Liabilities have been fully and finally discharged to the satisfaction of the Security Agent and each Hedge Counterparty (in the case of the Secured Amounts – Hedging Arrangements), whether or not as the result of an enforcement, and the Total Financiers are under no further obligation to provide financial accommodation under the Total Finance Documents.

“Distress Event” means any of:

“Distressed Disposal” means a disposal of an asset of an Obligor which is being effected at the request of the Instructing Group in circumstances where the Shared Transaction Security has become enforceable.

“Enforcement Action” means:

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except that the following shall not constitute Enforcement Action:

11

“Event of Default” means:

“Exposure” has the meaning given to that term in Clause 11.1 (Equalisation Definitions).

“Existing Project Accounts” means:

“Existing Project Accounts (DayOne Malaysia I)” means the bank account opened and maintained by DayOne Malaysia I with [***] bearing account number [***].

“Existing Project Account (DayOne Malaysia II)” means the bank account opened and maintained by DayOne Malaysia II with [***] bearing account number [***].

“FATCA” means:

“FATCA Deduction” means a deduction or withholding from a payment under a Total Finance Document required by FATCA.

“Facility Agent” means each of the Offshore Facility Agent and the Murabahah Facility Agent.

“Facility Agreement” means the Offshore Facility Agreement and the Murabahah Facility Agreement, or any one of them.

“Finance Documents – BG Facilities” means all the finance documents in relation to the BG Facilities.

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“Finance Documents – Hedging Arrangements” means all the finance documents in relation to the Hedging Arrangements.

“Finance Documents – Murabahah Facility” has the meaning given to the term “Finance Documents” in the Murabahah Facility Agreement.

“Finance Documents – Offshore Facility” has the meaning given to the term “Finance Documents” in the Offshore Facility Agreement.

“Finance Documents – Total Term Facilities” means the Finance Documents – Murabahah Facility and the Finance Documents – Offshore Facility.

“Finance Parties – BG Facilities” means each Security Agent and BG Financier.

“Finance Parties – Hedging Arrangements” means each the Security Agent and Hedge Counterparty.

“Finance Parties – Murabahah Facility” means each Mandated Lead Arranger, Common Terms Agent, Murabahah Facility Agent, Security Agent and Murabahah Financier.

“Finance Parties – Offshore Facility” means each Mandated Lead Arranger, Common Terms Agent, Offshore Facility Agent, Security Agent and Offshore Financier.

“Finance Parties – Total Term Facilities” means each of the Finance Parties – Murabahah Facility and the Finance Parties – Offshore Facility.

“Finance Service Reserve Account” means the RM FSRA and the USD FSRA.

“Financial Adviser” means any:

“Group” means the Company and its Subsidiaries from time to time.

“Guarantee Liabilities” means, in relation to an Obligor, the liabilities and obligations under the Total Finance Documents (present or future, actual or contingent and whether incurred solely or jointly) it may have to a Total Financier as or as a result of its being a guarantor or surety (including, without limitation, liabilities and obligations arising by way of guarantee, indemnity, contribution or subrogation and in particular any guarantee or indemnity arising under or in respect of the Total Finance Documents).

“Hedge Counterparty” means any Original Hedge Counterparty and (at the time the relevant Hedging Agreement is entered into) an Affiliate thereof, an Accordion Financier or its Affiliate, which has become a Hedge Counterparty pursuant to Clause 13.4 (Total Finance Party Accession Undertaking) which is or has become party to this Deed, a Facility Agreement and the Common Terms Agreement as a Hedge Counterparty which in each case has not ceased to be a Party as such in accordance with the terms of this Deed or other Total Finance Documents.

“Hedge Counterparty Obligations” means the liabilities and obligations owed or due and payable by any Hedge Counterparty to the Company and each DayOne Company under or in connection with the Hedging Agreements.

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“Hedging Agreement” means each of the hedging agreements or any master agreement, confirmation, transaction, schedule or other agreement entered into by the Company and/or a DayOne Company with a Hedge Counterparty in relation to the Hedging Arrangements.

“Hedging Arrangements” means the hedging transactions entered into between the Company and/or a DayOne Company and the Hedge Counterparties in relation to hedging of exposures to fluctuations of interest rate, profit rate and currency exchange rate in respect of the Total Term Facilities, upon the terms and subject to the conditions of the Hedging Agreements.

“Hedging Force Majeure” means an Illegality or Tax Event, Tax Event Upon Merger or a Force Majeure Event (each as defined in the 2002 ISDA Master Agreement).

“Holding Company” means, in relation to a person, any other person in respect of which it is a Subsidiary.

“Initial Completed Projects” means:

“Initial Development Projects” means:

“Insolvency Event” means, in relation to any Obligor:

“Instructing Group” means at any time the Majority Total Financiers.

“Insurances/Takaful” means:

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“Insurances/Takaful (DayOne Malaysia I)” means any insurance policy or takaful certificate obtained or taken out by DayOne Malaysia I in respect of the relevant Project.

“Insurances/Takaful (DayOne Malaysia II)” means any insurance policy or takaful certificate obtained or taken out by DayOne Malaysia II in respect of the relevant Project.

“Insurances/Takaful (DayOne Malaysia III)” means any insurance policy or takaful certificate obtained or taken out by DayOne Malaysia III in respect of the relevant Project.

“Intercompany Loans/Advances” means the intercompany loans/advances granted or to be granted (a) by the Company to any DayOne Company and/or Additional Obligor, and (b) by any DayOne Company and/or Additional Obligor to the Company, from time to time.

“**Intercreditor Amendment” **means any amendment or waiver which is subject to Clause 20 (Consents, amendments and override).

“Interest/Profit Rate/FX Hedge Excess” means in relation to interest rate, profit rate or currency exchange rate hedging transactions at any time in effect as Hedging Arrangements, the amount by which the Total Interest/Profit Rate/FX Hedging in respect of the particular type of hedging exceeds the Total Principal Outstandings (determined separately in respect of the particular type of hedging).

“Interest/Profit Rate/FX Hedging” means, in relation to a Hedge Counterparty at any time, and in relation to interest rate, profit rate or currency exchange rate hedging transactions at any time in effect as Hedging Arrangements, the aggregate of the notional amounts, asset quantities or currency amounts (as applicable) of the interest rate, profit rate or currency exchange rate hedging transactions which are, at that time, in effect under a Hedging Agreement to which that Hedge Counterparty and the Company and/or a DayOne Company are party (determined separately in respect of the particular type of hedging).

“Interest/Profit Rate/FX Hedging Proportion” means, in relation to a Hedge Counterparty and that Hedge Counterparty’s Interest/Profit Rate/FX Hedging, the proportion (expressed as a percentage) borne by that Hedge Counterparty’s Interest/Profit Rate/FX Hedging to the Total Interest/Profit Rate/FX Hedging (determined separately in respect of the particular type of hedging).

“ISDA Master Agreement” means a 2002 ISDA Master Agreement.

“IT Load” means in relation to a Project, the amount of energy used by, or the data centre load consumed or dedicated to, equipment such as servers, storage equipment and communication switches and routers.

“KTP Plot 1 Project” means the proposed development of a [***] square meters of data centre space comprising [***] data centre properties (Building [***]) with a total power capacity of [***] megawatts in Kempas Lama, Johor on the KTP Plot 1 Project Land.

“KTP Plot 1 Project Land” means all that piece of freehold land measuring approximately [***] hectares, and held under issue document of title bearing particulars [***] which expression shall include the Buildings, all other buildings and fixtures presently or from time to time erected thereon and any amalgamated, any re-alienated and any subdivided land held under different issue documents of title or strata titles.

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“KTP Plot 2 Project” means the proposed development of a [***] square meters of data centre space comprising [***] data centre properties (Building [***]) with a total power capacity of [***] megawatts in Kempas Lama, Johor on the KTP Plot 2 Project Land.

“KTP Plot 2 Project Land” means all that piece of freehold land measuring approximately [***] hectares, and held under issue document of title bearing particulars [***] which expression shall include the Buildings, all other buildings and fixtures presently or from time to time erected thereon and any amalgamated, any re-alienated and any subdivided land held under different issue documents of title or strata titles.

“KTP Plot 3 Project” means the proposed development of a [***] square meters of data centre space comprising [***] data centre properties (Building [***]) with a total power capacity of [***] megawatts in Kempas Lama, Johor on the KTP Plot 3 Project Land.

“KTP Plot 3 Project Land” means all that piece of freehold land measuring approximately [***] hectares, and held under part of the respective issue documents of title bearing particulars [***] Johor which expression shall include the Buildings, all other buildings and fixtures presently or from time to time erected thereon and any amalgamated, any re-alienated and any subdivided land held under different issue documents of title or strata titles.

“Land Charges” means:

“Land Charge (KTP Plot 1 Project)” means the Malaysian law governed land charge dated on or about the first utilisation date of the Total Term Facilities and between DayOne Malaysia II and the Security Agent in respect of the KTP Plot 1 Project Land.

“Land Charge (KTP Plot 2 Project)” means the Malaysian law governed land charge to be made between DayOne Malaysia II and the Security Agent in respect of the KTP Plot 2 Project Land.

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“Land Charge (KTP Plot 3 Project)” means the Malaysian law governed land charge to be made between DayOne Malaysia II and the Security Agent in respect of the KTP Plot 3 Project Land.

“Land Charge (NTP Plot 1 Project)” means the Malaysian law governed land charge dated on or about the first utilisation date of the Total Term Facilities and made between DayOne Malaysia I and the Security Agent in respect of the NTP Plot 1 Project Land.

**“Land Charge (NTP Plot 2 Project)” **means the Malaysian law governed land charge dated on or about the first utilisation date of the Total Term Facilities and made between DayOne Malaysia I and the Security Agent in respect of the NTP Plot 2 Project Land.

**“Land Charge (NTP Plot 3 Project)” **means the Malaysian law governed land charge dated on or about the first utilisation date of the Total Term Facilities and made between DayOne Malaysia III and the Security Agent in respect of the NTP Plot 3 Project Land.

“Land Charge (NTP Plot 4 Project)” means the Malaysian law governed land charge dated on or about the first utilisation date of the Total Term Facilities and made between DayOne Malaysia III and the Security Agent in respect of the NTP Plot 4 Project Land.

“Land Charge (NTP Plot 5 Project)” means the Malaysian law governed land charge to be made between DayOne Malaysia I and the Security Agent in respect of the NTP Plot 5 Project Land.

“Liabilities” means all present and future liabilities and obligations at any time of any Obligor to any Total Finance Party under the Total Finance Documents, both actual and contingent and whether incurred solely or jointly or as principal or surety or in any other capacity together with any of the following matters relating to or arising in respect of those liabilities and obligations:

and any amounts which would be included in any of the above but for any discharge, non-provability, unenforceability or non-allowance of those amounts in any insolvency or other proceedings.

“Majority Joint Coordinators” means at least four (4) out of the seven (7) Joint Coordinators and in the case where two (2) Joint Coordinators are from the same banking group, such two (2) Joint Coordinators shall be treated and deemed as one (1) Joint Coordinator.

“Majority Total Term Financiers” means:

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“Majority Total Financiers” means at any time, those Total Term Financiers, Hedge Counterparties and BG Financiers whose Credit/Financing Participations at that time aggregate more than sixty-six and two-thirds per cent. (662⁄3%) of the total Credit/Financing Participations at that time.

“Majority Total Term Financiers and Hedge Counterparties” means, at any time, those Total Term Financiers and Hedge Counterparties whose Credit/Financing Participations at that time aggregate more than sixty-six and two-thirds per cent. (662⁄3%) of the total Credit/Financing Participations at that time.

“Material Adverse Effect” means a material adverse effect on or a material adverse change in:

“Material Contracts” means:

“Material Contracts (DayOne Malaysia I)” means any main construction contracts, power supply agreements and equipment supply agreements in relation to the Projects entered into by DayOne Malaysia I and which expression includes any amendments and supplemental agreements entered into thereof.

“Material Contracts (DayOne Malaysia II)” means any main construction contracts, power supply agreements and equipment supply agreements in relation to the Projects entered into by DayOne Malaysia II and which expression includes any amendments and supplemental agreements entered into thereof.

“Material Contracts (DayOne Malaysia III)” means any main construction contracts, power supply agreements and equipment supply agreements in relation to the Projects entered into by DayOne Malaysia III and which expression includes any amendments and supplemental agreements entered into thereof.

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“Minimum Hedging Requirement” means the Hedging Arrangements entered or to be entered into by the Company and each DayOne Company to hedge its exposures to fluctuations in the interest rate or profit rate (as applicable) in respect of at least fifty per cent. (50%) of the Total Term Facilities if required pursuant to Clause 16.24(a) (Hedging Arrangements) of the Common Terms Agreement, subject to Clause 16.24(b) of the Common Terms Agreement.

“Murabahah Financier” means:

which in each case has not ceased to be a Party as such in accordance with the terms of this Deed or other Finance Documents.

“NCP” means a partner who offers hosted software and hardware services in a cloud or managed services model to end-user customers leveraging products of NVIDIA.

“Non-Cash Consideration” means consideration in a form other than cash.

“Non-Cash Recoveries” means:

which are, or is, in the form of Non-Cash Consideration.

“Non-Credit Related Close-Out” means a non-credit related termination or close-out by a Hedge Counterparty in whole or in part of any hedging transaction under the relevant Hedging Agreement prior to its stated maturity (to the extent that it is able to do so under that Hedging Agreement):

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“NTP Plot 1 Project” means the [***] square meters with power capacity of [***] megawatts of [***] data centres [***] in Nusajaya, Johor, on the NTP Plot 1 Project Land.

“NTP Plot 1 Project Land” means all that piece of freehold land measuring approximately [***] hectares, and held under issue document of title bearing particulars [***] which expression shall include the Buildings, all other buildings and fixtures presently or from time to time erected thereon and any amalgamated, any re-alienated and any subdivided land held under different issue documents of title or strata titles.

“NTP Plot 2 Project” means the two (2) data centre properties comprising:

in Nusajaya, Johor, on the NTP Plot 2 Project Land.

“NTP Plot 2 Project Land” means all that piece of freehold land measuring approximately [***] hectares, and held under issue document of title bearing particulars [***] which expression shall include the Buildings, all other buildings and fixtures presently or from time to time erected thereon and any amalgamated, any re-alienated and any subdivided land held under different issue documents of title or strata titles.

“NTP Plot 3 Project” means the proposed development of a [***] square meters data centre property with a power capacity of [***] megawatts [***] in Nusajaya, Johor on the NTP Plot 3 Project Land.

“NTP Plot 3 Project Land” means all that piece of freehold land measuring approximately [***] hectares, and held under issue document of title bearing particulars [***] which expression shall include the Building, all other buildings and fixtures presently or from time to time erected thereon and any amalgamated, any re-alienated and any subdivided land held under different issue documents of title or strata titles.

“NTP Plot 4 Project Land” means all those pieces of freehold land measuring approximately 24.28 hectares, and held under the respective issue documents of title bearing particulars [***] which expression shall include the Buildings, all other buildings and fixtures presently or from time to time erected thereon and any amalgamated, any re-alienated and any subdivided land held under different issue documents of title or strata titles.

“NTP Plot 4 Project – Phase 1” means the proposed development of a [***] square meters data centre property with a total power capacity of [***] megawatts [***] in Nusajaya, Johor on the NTP Plot 4 Project Land.

“NTP Plot 4 Project – Phase 2” means the proposed development of [***] square meters data centre properties (comprising [***] data centre properties namely, [***]) with a total power capacity of [***] megawatts on the NTP Plot 4 Project Land.

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“NTP Plot 5 Project” means the proposed development of [***] square meters of data centre space comprising [***] data centre properties [***] with a total power capacity of [***] megawatts in Nusajaya, Johor on the NTP Plot 5 Project Land.

“NTP Plot 5 Project Land” means all those pieces of freehold land measuring approximately [***] hectares, and held under issue document of title bearing particulars [***], which expression shall include the Buildings, all other buildings and fixtures presently or from time to time erected thereon and any amalgamated, any re-alienated and any subdivided land held under different issue documents of title or strata titles.

“NVIDIA” means Nvidia Corporation a multinational corporation and technology company headquartered in Santa Clara, California and incorporated in Delaware in the United States of America.

“Obligor” means the Company, a DayOne Company, DayOne Parent and any person which becomes a Party as an Obligor in accordance with the terms of Clause 13 (Changes to the Parties).

“Obligor Accession Deed” means:

“Offshore Financier” means:

which in each case has not ceased to be a Party as such in accordance with the terms of this Deed or other Finance Documents.

“Original Agreement Date” means 15 May 2025.

“Outstanding BG” means the bank guarantees issued by the BG Financiers under the BG Facilities and under which the BG Financiers have any actual or contingent liability or in respect of which the BG Financiers have made payment and have yet to obtain reimbursement from the Company or any DayOne Company.

“Over-hedged” means, in relation to a Facility or any part thereof, the obligation of the Company and/or any DayOne Company, in respect of any Hedging Arrangement entered into under a Hedging Agreement for the purpose of managing interest rate, profit rate and/or currency exchange rate risk in relation to that Facility or any part thereof, to close out or terminate, in whole or in part, any transaction by reason of a requirement to reduce the notional amount, currency amount or asset quantity thereunder by reason of it exceeding (or which would exceed, if a prepayment were then made) a specified amount, percentage or other stipulated threshold of the principal amount of the relevant Facility or the relevant part thereof to which that Hedging Agreement is designated to relate including by reason of a requirement under clause 16.24(c) (Hedging Arrangements) of the Common Terms Agreement.

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“Party” means a party to this Deed.

“Payment” means, in respect of any Liabilities (or any other liabilities or obligations), a payment, prepayment, repayment, redemption, defeasance or discharge of those Liabilities (or other liabilities or obligations).

“Payment Netting” means any netting under section 2(c) of the relevant ISDA Master Agreement.

“Permitted Automatic Early Termination” means an Automatic Early Termination of a hedging transaction under a Hedging Agreement, the provision of which is permitted under schedule 12 (Hedging Provisions) of the Common Terms Agreement.

“Permitted Hedge Close-Out” means, in relation to a hedging transaction under a Hedging Agreement, a termination or close-out of that hedging transaction which is permitted pursuant to Schedule 12 (Hedging Provisions) of the Common Terms Agreement.

“Permitted Hedging Action” means any termination, close-out, amendment or payment required by the Company, a DayOne Company or a Hedge Counterparty to reduce any hedged amount pursuant to the Hedging Agreements in the event where, (a) the Total Interest/Profit Rate/FX Hedging for a Facility exceeds the Total Principal Outstandings for that Facility or (b) following a prepayment of a principal amount under the Common Terms Agreement, the Offshore Facility Agreement or the Murabahah Facility Agreement, so as to ensure the Company and each DayOne Companies is not Over-hedged, provided that each such reduction will be on a pro rata basis across the Hedge Counterparties based on the Interest/Profit Rate/FX Hedging Proportion of each Hedge Counterparty in respect of the particular type of hedging prior to such excess.

“Permitted Payments” means in respect of the Hedging Arrangements, the Payments permitted by Clause 4.3 (Permitted Payments: Hedging Arrangements Liabilities).

“Pipeline Project” means a project as may be agreed by the Company and the Majority Joint Coordinators.

“Project Account (Company)” means the account opened and maintained by the Company with the applicable Account Bank and designated as such.

“Project Account (DayOne Malaysia I)” means:

“Project Account (DayOne Malaysia II)” means:

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“Project Account (DayOne Malaysia III)” means:

“Project Account (DayOne Parent)” means the USD-denominated account opened and maintained or to be opened and maintained by DayOne Parent with [***] and designated as such.

“Projects” means collectively:

and each a “Project”.

“Receiver” means a receiver or receiver and manager or administrative receiver of the whole or any part of the Secured Assets.

“Recoveries” has the meaning given to that term in Clause 10.1 (Order of application).

“Related Fund”, in relation to a fund (the “first fund”), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

“Relevant Liabilities” means:

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“RM FSRA” means the Shariah compliant Ringgit Malaysia-denominated finance service reserve account opened and maintained by the Company with the applicable Account Bank and designated as such.

“Secured Amounts – BG Facilities” means all the Liabilities owing or due and payable or incurred by each Obligor to the Finance Parties – BG Facilities under or in connection with the Finance Documents – BG Facilities.

“Secured Amounts – Hedging Arrangements” means all the Liabilities owing or due and payable or incurred by each Obligor to the Finance Parties – Hedging Arrangements under or in connection with the Hedging Agreements.

“Secured Amounts – Murabahah Facility” means all the Liabilities owing or due and payable or incurred by each Obligor to the Finance Parties – Murabahah Facility under or in connection with the Finance Documents – Murabahah Facility.

“Secured Amounts – Offshore Facility” means all the Liabilities owing or due and payable or incurred by each Obligor to the Finance Parties – Offshore Facility under or in connection with the Finance Documents – Offshore Facility.

“Secured Assets” means all of the assets which from time to time are, or are expressed to be, the subject of the Shared Transaction Security.

“Security” means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

“Security Agent Fee Letter” means the fee letter entered into by the Company and the Security Agent dated on or about the Original Agreement Date pursuant to which the Company agrees to pay the annual security agency intercreditor fee referred to in Clause 14.6 (Security Agent Fee).

“Security Agent’s Spot Rate of Exchange” means, in respect of the conversion of one currency (the “First Currency”) into another currency (the “Second Currency”):

for the purchase of the Second Currency with the First Currency in the Malaysian foreign exchange market at or about 11:00 a.m. (Kuala Lumpur time) on a particular day, which shall, in either case, be notified by the Security Agent in accordance with paragraph (e) of Clause 12.3 (Duties of the Security Agent).

“Service Agreements” means:

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“Service Agreements (DayOne Malaysia I)” means any service agreements in respect of a Project including but not limited to, any co-location service agreement(s) that DayOne Malaysia I has entered into with any Whitelist Offtaker and any guarantees issued in favour of DayOne Malaysia I under or pursuant to any such service agreements, and which expression includes any amendments and supplemental agreements entered into thereof.

“Service Agreements (DayOne Malaysia II)” means any service agreements in respect of a Project including but not limited to, any co-location service agreement(s) that DayOne Malaysia II has entered into with any Whitelist Offtaker and any guarantees issued in favour of DayOne Malaysia II under or pursuant to any such service agreements, and which expression includes any amendments and supplemental agreements entered into thereof.

“Service Agreements (DayOne Malaysia III)” means any service agreements in respect of a Project including but not limited to, any co-location service agreement(s) that DayOne Malaysia III has entered into with any Whitelist Offtaker and any guarantees issued in favour of DayOne Malaysia III under or pursuant to any such service agreements, and which expression includes any amendments and supplemental agreements entered into thereof.

“Share Charge” means the Malaysian law governed charge over shares made or to be made between the Company and the Security Agent, whereby the Company has charged or shall charge in favour of the Security Agent all of the issued shares of each of the DayOne Companies and if applicable, any Additional Obligor, held by the Company.

“Shared Security Documents” means:

“Shared Security Property” means:

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“Shared Transaction Security” means the Security created or evidenced or expressed to be created or evidenced under or pursuant to the Shared Security Documents.

“SIAC Rules” has the meaning given to such term in Clause 23.1 (Arbitration).

“Subsidiary” means, in relation to any company or corporation, a company or corporation:

and for this purpose, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to direct its affairs and/or to control the composition of its board of directors or equivalent body.

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty payable in connection with any failure to pay or any delay in paying any of the same).

“Total Facilities” means collectively, the BG Facilities, the Hedging Arrangements, the Murabahah Facility and the Offshore Facility or where the context so requires, any one of them or any part thereof.

“Total Finance Documents” means collectively, the Finance Documents – BG Facilities, the Finance Documents – Hedging Arrangements, the Finance Documents - Murabahah Facility and the Finance Documents – Offshore Facility, or where the context so requires, any one of them or any part thereof.

“Total Finance Parties” means collectively, the Finance Parties – BG Facilities, the Finance Parties – Hedging Arrangements, the Finance Parties – Murabahah Facility and the Finance Parties – Offshore Facility, but only if it is a Party or has acceded to this Deed, in the appropriate capacity, pursuant to Clause 13.4 (Total Finance Party Accession Undertaking) and references to “Total Finance Party” shall mean any one of them of any part thereof.

“Total Finance Party Accession Undertaking” means:

“Total Financiers” means the Total Term Financiers, the BG Financiers and the Hedge Counterparties.

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“Total Interest/Profit Rate/FX Hedging” means, at any time, the aggregate of each Hedge Counterparty’s Interest/Profit Rate/FX Hedging at that time (determined separately in respect of the particular type of hedging).

“Total Principal Outstandings” means, at any time, the aggregate of the principal amounts outstanding under the Offshore Facility and the Murabahah Facility.

“Total Secured Amounts” means collectively, the Secured Amounts – BG Facilities, the Secured Amounts – Hedging Arrangements, the Secured Amounts – Murabahah Facility and the Secured Amounts – Offshore Facility or where the context so requires, any one of them or any part thereof.

“Total Secured Parties” means any Receiver or Delegate and each of the Total Finance Parties from time to time, and references to “Total Secured Party” shall mean any one of them.

“Total Term Facilities” means the Offshore Facility and the Murabahah Facility.

“Total Term Facilities – Discharge Date” means the first date on which all the Secured Amounts – Total Term Facilities have been fully and finally discharged to the satisfaction of the Common Terms Agent, whether or not as the result of an enforcement, and the Total Term Financiers are under no further obligation to provide financial accommodation to any of the Obligors under any of the Finance Documents – Offshore Facility or the Finance Documents – Murabahah Facility.

“Total Term Financiers” means the Offshore Financiers and the Murabahah Financiers.

“Total Term Financier Acceleration Event” means the exercise by the Common Terms Agent of any of its rights under clause 18.14 (Acceleration) of the Common Terms Agreement.

“Trustees Act” means the Trustees Act 1967 of Singapore.

“US” means the United States of America.

“USD FSRA” means the USD-denominated finance service reserve account opened and maintained by the Company with the applicable Account Bank and designated as such.

“Whitelist Offtaker” means any of the following companies:

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in each case, including any of their Affiliates, and any other companies as acceptable to the Majority Total Term Financiers.

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In this Deed:

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The Parties intend that this Deed takes effect as a deed notwithstanding a Party may have executed it under hand.

Each of the Parties agrees that the Secured Amounts – Murabahah Facility, the Secured Amounts – Offshore Facility, the Secured Amounts – Hedging Arrangements and the Secured Amounts – BG Facilities owed or due and payable by the Obligors to the Total Finance Parties shall rank *pari passu *in point of priority and security, and without any preference among them.

Each of the Parties agrees that the Shared Transaction Security shall rank and secure the Secured Amounts – Murabahah Facility, the Secured Amounts – Offshore Facility, the Secured Amounts – Hedging Arrangements and the Secured Amounts – BG Facilities on a *pari passu *basis and without preference among them.

The Obligors may make Payments of the Liabilities in relation to the Total Term Facilities and the BG Facilities at any time in accordance with the relevant Total Finance Documents.

Subject to Clause 3.3 (Restriction on amendments and waivers: Total Term Facilities and BG Facilities guarantee), the Finance Parties – Total Term Facilities and the Finance Parties – BG Facilities may amend or waive the terms of the relevant Total Finance Documents in accordance with their terms (and subject to any consent required under them) at any time.

The Finance Parties – Total Term Facilities and the Finance Parties – BG Facilities may not:

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unless the prior consent of the Hedge Counterparties is obtained; or

The Finance Parties – Total Term Facilities and the Finance Parties – BG Facilities may take, accept or receive the benefit of:

if and to the extent legally possible, at the same time it is also offered to the other Total Secured Parties in respect of their Liabilities and ranks in the same order of priority and security as that contemplated in Clause 2 (Ranking and priority).

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No entity providing hedging arrangements shall be entitled to share in any of the Shared Transaction Security or in the benefit of any guarantee or indemnity in respect of any of the liabilities and obligations arising in relation to those hedging arrangements nor shall those liabilities and obligations be treated as Secured Amounts – Hedging Arrangements unless those hedging arrangements are provided to the Company and/or a DayOne Company by a bank or financial institution that is an Original Hedge Counterparty, an Affiliate of an Original Hedge Counterparty, an Accordion Financier or an Affiliate of an Accordion Financier, under any Hedging Agreement and that entity is or becomes:

The Obligors shall not make any Payment of the Liabilities in relation to the Hedging Arrangements at any time unless:

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The Company and each DayOne Company shall not be released from its primary liability and no other Obligor shall be released from any guarantee liability to make any Payment (including of default interest/ta’widh (compensation) (as applicable)), which shall continue to accrue in accordance with the terms of the relevant Hedging Agreement) under any Hedging Agreement or other Finance Documents – Hedging Arrangements under which such liabilities arise by the operation of Clauses 4.2 (Restriction on Payment: Hedging Arrangements Liabilities) and 4.3 (Permitted Payments: Hedging Arrangements Liabilities) even if its obligation to make that Payment is restricted at any time by the terms of any of those Clauses.

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The Hedge Counterparties may not take, accept or receive the benefit of any Security, guarantee, indemnity or other assurance against loss from the Company, any DayOne Company or any Obligor in respect of the Secured Amounts – Hedging Arrangements other than:

Subject to Clause 4.8 (Permitted Enforcement: Hedge Counterparties) and Clause 4.9 (Required Enforcement: Hedge Counterparties) and without prejudice to each Hedge Counterparty’s rights under Clauses 8.1 (Enforcement Instructions) and Clause 8.2 (Manner of Enforcement), the Hedge Counterparties shall not take any Enforcement Action in respect of any of the Secured Amounts – Hedging Arrangements or any of the hedging transactions under any of the Hedging Agreements at any time.

The provisions as set out under paragraph 4 (Restrictions on enforcement by the Hedge Counterparties) of schedule 12 (Hedging Provisions) of the Common Terms Agreement shall apply as if set out in full herein *mutatis mutandis *save that references to “this Agreement” shall be construed as reference to “this Deed”.

A Hedge Counterparty shall promptly terminate or close-out in full any hedging transaction under all or any of the Hedging Agreements to which it is party prior to their stated maturity, following:

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If the Security Agent or any other Total Secured Party receives a distribution in the form of Non-Cash Consideration in respect of any of the Total Secured Amounts (other than any distribution of Non-Cash Recoveries), the Total Secured Amounts will not be reduced by that distribution until and except to the extent that the realisation proceeds are actually applied towards the Total Secured Amounts.

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After the occurrence of an Insolvency Event in relation to any Obligor, each Total Finance Party irrevocably authorises the Security Agent, on its behalf, to:

Each Total Finance Party will:

For the purposes of Clause 5.1 (Distributions), Clause 5.4 (Filing of claims) and Clause 5.5 (Further assurance – Insolvency Event) the Security Agent shall:

Subject to Clause 6.2 (Exclusions) and to Clause 6.3 (Permitted assurance and receipts), if at any time prior to the Discharge Date, any Total Finance Party receives or recovers from any Obligor:

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other than, in each case, any amount received or recovered in accordance with Clause 10 (Application of Proceeds);

that Total Finance Party will:

Clause 6.1 (Turnover by the Total Finance Parties) shall not apply to any receipt or recovery:

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This Deed shall not restrict the ability of any Total Finance Party to:

which is permitted by a Facility Agreement or the Common Terms Agreement or the BG Letters of Offer, and that Total Finance Party shall not be obliged to account to any other Party for any sum received by it as a result of that action.

If any of the Obligors receives or recovers any amount which, under the terms of any of the Total Finance Documents, should have been paid to the Security Agent, that Obligor will:

If, for any reason, any of the trusts expressed to be created in this Clause 6 should fail or be unenforceable, the affected Total Finance Party or Obligor will promptly pay or distribute an amount equal to that receipt or recovery to the Security Agent to be held on trust by the Security Agent for application in accordance with the terms of this Deed.

For the purposes of this Clause 6, if any Total Finance Party receives or recovers any amount or distribution in the form of Non-Cash Consideration which is subject to Clause 6.1 (Turnover by the Total Finance Parties) the cash value of that Non-Cash Consideration shall be determined in accordance with Clause 9.2 (Cash value of Non-Cash Recoveries).

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If the Shared Transaction Security is being enforced pursuant to Clause 8.1 (Enforcement Instructions), the Security Agent shall enforce the Shared Transaction Security in such manner (including, without limitation, the selection of any administrator (or any analogous officer in any jurisdiction) of any Obligor to be appointed by the Security Agent) as the Instructing Group shall instruct or, in the absence of any such instructions, as the Security Agent considers in its discretion to be appropriate.

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To the extent permitted under applicable law and subject to Clause 8.1 (Enforcement Instructions), Clause 8.2 (Manner of enforcement) and Clause 10 (Application of Proceeds), each of the Total Secured Parties and the Obligors waives all rights it may otherwise have to require that the Shared Transaction Security be enforced in any particular order or manner or at any particular time or that any amount received or recovered from any person, or by virtue of the enforcement of any of the Shared Transaction Security or of any other security interest, which is capable of being applied in or towards discharge of any of the Total Secured Amounts is so applied.

The Total Secured Parties shall not have any independent power to enforce, or have recourse to, any of the Shared Transaction Security or to exercise any right, power, authority or discretion arising under the Shared Security Documents except through the Security Agent.

To the extent the Security Agent receives or recovers any Non-Cash Recoveries, it may (acting on the instructions of the Instructing Group) but without prejudice to its ability to exercise discretion under Clause 10.2 (Prospective liabilities)):

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that Finance Party shall be a “Cash Only Finance Party” and the Non-Cash Recoveries to which it is entitled shall be “Retained Non-Cash”.

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If the Security Agent holds Retained Non-Cash for a Cash Only Finance Party (each as defined in Clause 9.4 (Alternative to Non-Cash Consideration)) the Security Agent may at any time, after notifying that Cash Only Finance Party and notwithstanding any instruction from a Total Finance Party or group of Total Finance Parties pursuant to the terms of any Total Finance Document, immediately realise and dispose of that Retained Non-Cash for cash consideration (and distribute any Cash Proceeds of that Retained Non-Cash to that Cash Only Finance Party in accordance with Clause 10 (Application of Proceeds)) if the Security Agent has reasonable grounds for believing that holding, managing, exploiting or collecting that Retained Non-Cash would have an adverse effect on it.

Subject to Clause 10.2 (Prospective liabilities), all amounts from time to time received or recovered by the Security Agent pursuant to the terms of any Total Finance Document or in connection with the realisation or enforcement of all or any part of the Shared Transaction Security (for the purposes of this Clause 10, the “Recoveries”) shall be held by the Security Agent on trust to apply them at any time as the Security Agent (acting on the instructions of the Instructing Group) sees fit, to the extent permitted by applicable law (and subject to the provisions of this Clause 10), in the following order of priority:

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for application towards the discharge of the Secured Amounts – Murabahah Facility, the Secured Amounts – Offshore Facility, the Secured Amounts – Hedging Arrangements and the Secured Amounts – BG Facilities, on a *pro rata *basis between paragraph (i), paragraph (ii) and paragraph (iii) above.

Following a Distress Event the Security Agent may, in its discretion:

in each case for so long as the Security Agent shall think fit for later application under Clause 10.1 (Order of application) in respect of:

that the Security Agent reasonably considers, in each case, might become due or owing at any time in the future.

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The Security Agent shall be entitled, in its discretion, (a) to set aside by way of reserve amounts required to meet and (b) to make and pay, any deductions and withholdings (on account of Taxes or otherwise) which it is or may be required by any law or regulation to make from any distribution or payment made by it under this Deed, and to pay all Taxes which may be assessed against it in respect of any of the Secured Assets, or as a consequence of performing its duties or exercising its rights, powers, authorities and discretions, or by virtue of its capacity as Security Agent under any of the Total Finance Documents or otherwise (other than in connection with its remuneration for performing its duties under this Deed).

For the purpose of calculating any person’s share of any amount payable to or by it, the Security Agent shall be entitled to:

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For the purposes of this Clause 11:

“Enforcement Date” means the first date (if any) on which a Total Finance Party takes enforcement action of the type described in paragraphs (a)(i), (a)(iii), (a)(iv) or (c) of the definition of “Enforcement Action” in accordance with the terms of this Deed.

“Exposure” means:

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If, for any reason, any Liabilities remain unpaid after the Enforcement Date and the resulting losses are not borne by the relevant Total Financiers in the proportions which their respective Exposures at the Enforcement Date bore to the aggregate Exposures of all the relevant Total Financiers at the Enforcement Date, the relevant Total Financiers will make such payments amongst themselves as the Security Agent shall require to put the relevant Total Financiers in such a position that (after taking into account such payments) those losses are borne in those proportions.

Before each occasion on which it intends to implement the provisions of this Clause 11, the Security Agent shall send notice to the Common Terms Agent, the Offshore Facility Agent, the Murabahah Facility Agent, each Hedge Counterparty and BG Financier requesting that it notify it of, respectively, its Exposure and that of each Total Term Financier (if any).

If a Total Finance Party fails to make a payment due from it under this Clause 11, the Security Agent shall be entitled (but not obliged) to take action on behalf of the other Total Finance Parties to whom such payment was to be redistributed (subject to being indemnified to its satisfaction by such Total Finance Parties in respect of costs) but shall have no liability or obligation towards such Total Finance Parties or any other Total Finance Party as regards such default in payment and any loss suffered as a result of such default shall lie where it falls.

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the Security Agent shall do so having regard to the interests of all the Total Secured Parties.

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Nothing in this Deed constitutes the Security Agent as an agent, trustee or fiduciary of any Obligor.

The Security Agent shall not be bound to account to any other Total Secured Party for any sum or the profit element of any sum received by it for its own account.

The Security Agent may accept deposits from, lend money/provide financing to and generally engage in any kind of banking or other business with any member of the Group.

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as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.

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None of the Security Agent, any Receiver nor any Delegate is responsible or liable for:

The Security Agent shall not be bound to enquire:

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