EX-10.11

**Exhibit 10.11 **

**[***] **

**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. **

**EXECUTION VERSION **

**AMENDMENT AND RESTATEMENT DEED **

**RELATING TO A USD4,100,000,000 OFFSHORE TERM LOAN **

**FACILITY (AND AN ACCORDION FACILITY) **

**OFFSHORE FACILITY AGREEMENT DATED 15 MAY 2025 **

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. **

(together with the Company)

collectively as Original Borrowers and Original Guarantors

**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 **

and

**DBS BANK LTD. **

as Mandated Lead Arrangers, Joint Coordinators and Green Financing Coordinators

**CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK **

as Mandated Lead Arranger and Joint Coordinator

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

listed in Schedule 3

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

acting as the Offshore Facility Agent

**Baker & McKenzie.Wong & Leow **

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

**8 Marina Boulevard **

**#05-01 Marina Bay Financial Centre Tower 1 **

**Singapore 018981 **

**www.bakermckenzie.com **

**CONTENTS **

| | | | | | | | | ---------------------------------------------------------------------- | - | :--------------------------------------------------------: | : | - | -------: | - | | | | | | | | | | Clause | | | | | Page | | | | | | | | | | | 1. | | Definitions and Interpretation | | | 2 | | | | | | | | | | | 2. | | Amendments to the terms of the Offshore Facility Agreement | | | 3 | | | | | | | | | | | 3. | | Confirmations of Guarantees and Security Documents | | | 3 | | | | | | | | | | | 4. | | Representations and Warranties | | | 4 | | | | | | | | | | | 5. | | Expenses and Indemnity | | | 4 | | | | | | | | | | | 6. | | Miscellaneous | | | 4 | | | | | | | | | | | 7. | | Governing Law | | | 5 | | | | | | | | | | | 8. | | Enforcement | | | 5 | | | | | | | | | | | 9. | | Stamp Duty | | | 5 | | | | | | | | | | | Schedule 1 Amended and Restated Offshore Facility Agreement | | | | | 6 | | | | | | | | | | | Schedule 2 The Original Parties | | | | | 7 | | | | | | | | | | | Schedule 3 The Original Offshore Financiers – Upsize Offshore Facility | | | | | 8 | | | | | | | | | | | Execution | | | | | 9 | |

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**AMENDMENT AND RESTATEMENT DEED **

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

**RECITALS **

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**IT IS AGREED **as follows:

Terms defined in the Offshore Facility Agreement and/or the Common Terms Agreement shall, unless otherwise defined in this Deed, have the same meanings when used in this Deed and in addition:

“Amended and Restated Offshore Facility Agreement” means the Offshore Facility Agreement as amended and restated in the form set out in Schedule 1 (Amended and Restated Offshore Facility Agreement).

“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 Green Financing Coordinators, (5) the Offshore Facility Agent, (6) the Murabahah Facility Agent, (7) the Security Agent and (8) the Common Terms Agent.

“Amendment and Restatement Deed (ICD)” means the amendment and restatement deed to the Intercreditor Deed dated 10 September 2026 and made between, amongst others, (1) the Original Borrowers, (2) the Mandated Lead Arrangers, (3) the Joint Coordinators, (4) the Green Financing Coordinators, (5) the Offshore Facility Agent, (6) the Murabahah Facility Agent, (7) the Security Agent and (8) the Common Terms Agent.

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

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

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The Original Borrowers and Original Guarantors confirm that:

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The Original Borrowers and the Original Guarantors 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 Original Borrowers and the Original Guarantors 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 (and in the case of legal fees, within thirty (30) Business Days) of demand, and whether or not the Effective Date has occurred, pay or reimburse to each of the Finance Parties for the amount of all costs and expenses (including legal fees) reasonably incurred by the Finance Parties (and, in the case of the Security Agent, by 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 Original Borrowers and the Original Guarantors shall, whether or not the Effective Date has occurred, within ten (10) Business Days of demand, indemnify any 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 any of the Original Borrowers or the Original Guarantors 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.

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This Deed shall be construed as supplementing and forming part of the Offshore Facility Agreement and shall be read accordingly.

The Offshore Facility Agent and each of the Company and the DayOne Companies hereby designate this Deed as a Finance Document.

The Offshore Facility Agent confirms that it is executing this Deed on its own behalf and as agent for the Finance Parties and that it has been duly directed and authorised to do so in accordance with Clause 22 (Amendments and Waivers) of the Offshore Facility Agreement.

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

The provisions of Clause 26 (Enforcement) of the Offshore Facility Agreement shall be incorporated into this Deed as if set out in full in this Deed, *mutatis mutandis *and as if references in Clause 26 (Enforcement) to “this Agreement” are references to this Deed.

IT IS HEREBY AGREED AND DECLARED THAT:

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**SCHEDULE 1 **

**AMENDED AND RESTATED OFFSHORE FACILITY AGREEMENT **

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***SCHEDULE 1 ***

**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. **

(together with the Company)

as Original Borrowers and Original Guarantors

**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 and **

**DBS BANK LTD. **

as Mandated Lead Arrangers, Joint Coordinators and Green Financing Coordinators

**CRÉDITAGRICOLE CORPORATE AND INVESTMENT BANK **

as Mandated Lead Arranger and Joint Coordinator

**THE FINANCIAL INSTITUTIONS **

listed in Schedule 1

as Original Offshore Financiers

**THE FINANCIAL INSTITUTIONS **

listed in Schedule 1

as Original Hedge Counterparties

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

as Offshore Facility Agent

**Up to USD4,100,000,000 Term Loan Facility and an **

**Accordion Facility **

**OFFSHORE FACILITY AGREEMENT **

dated 15 May 2025 as amended and restated by an amendment

and restatement deed dated 10 September 2026

**Baker & McKenzie.Wong & Leow **

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

**38 Beach Road **

**#23-11 South Beach Tower **

**Singapore 189767 **

**www.bakermckenzie.com **

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

**WHEREAS: **

(collectively, the “Offshore Facility”), upon the terms and subject to the conditions set out herein and in the Finance Documents.

**IT IS AGREED **as follows:

**SECTION 1 **

**INTERPRETATION **

In this Agreement, unless the context requires otherwise, terms defined in the Common Terms Agreement shall bear the same meanings when used herein and, in addition, the terms set out in this Clause 1.1 shall have the meanings described herein:

“Accession Letter” means a document substantially in the form set out in Schedule 2 (Form of Accession Letter).

“Accordion Facility” shall have the meaning given to it in the Common Terms Agreement.

“Accordion Facility Commitment” shall have the meaning given to it in the Common Terms Agreement.

“Accordion Facility Loan” means a loan made or to be made under the Accordion Facility or the principal amount outstanding for the time being of that loan.

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“Accordion Increase” means in respect of an Accordion Increase Request, the amount of the increase in the Offshore Facility Commitment as allocated by the Common Terms Agent, pursuant to an Accordion Increase Request received from a Borrower, in accordance with Clause 2.3 (Increase Accordion Option) and clause 2.2 (Increase Accordion Option) of the Common Terms Agreement.

“Accordion Increase Accession Agreement” shall have the meaning given to it in the Common Terms Agreement.

“Accordion Increase Request” shall have the meaning given to it in the Common Terms Agreement.

“Additional Borrower” means a company which becomes an Additional Borrower in accordance with Clause 14 (Changes to the Obligors).

“Additional Guarantor” means a company which becomes an Additional Guarantor in accordance with Clause 14 (Changes to the Obligors).

“Additional Obligor” means an Additional Borrower or an Additional Guarantor.

“Administrative Party” means each of the Mandated Lead Arrangers, each of the Joint Coordinators, each of the Green Financing Coordinators and the Offshore Facility Agent.

“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, amongst others, (1) the Original Borrowers, (2) the Mandated Lead Arrangers, (3) the Joint Coordinators, (4) the Green Financing Coordinators, (5) the Offshore Facility Agent, (6) the Murabahah Facility Agent, (7) the Security Agent and (8) the Common Terms Agent.

“Amendment and Restatement Deed (OFA)” means the amendment and restatement deed to this 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 Green Financing Coordinators and (5) the Offshore Facility Agent.

“APLMA” means the Asia Pacific Loan Market Association Limited.

“Availability Period” means:

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“Available Commitment” means, in relation to a Facility, a Financier’s Commitment under that Facility minus:

“Available Facility” means, in relation to a Facility, the aggregate for the time being of each Financier’s Available Commitment in respect of that Facility.

“Borrower” means an Original Borrower or an Additional Borrower.

“Break Costs” means all losses, costs and expenses (but excluding the Margin) which a Financier determines will be or have been incurred by that Financier in breaking any funding arrangement, redeploying funds and unwinding hedge arrangements, if any, due to the cancellation, prepayment or termination of any Loan under the Facility or part thereof.

“Business Day” has the meaning given to that term in the Common Terms Agreement.

“Central Bank Rate” has the meaning given to that term in the Compounded Rate Terms.

“Central Bank Rate Adjustment” has the meaning given to that term in the Compounded Rate Terms.

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

“Commitments” means at any time, the Offshore Facility Commitment (being US Dollar Four Billion and One Hundred Million (USD4,100,000,000)) at the date of the Amendment and Restatement Deed (OFA)), and which, subject to an Accordion Increase pursuant to clause 2.2 (Increase – Accordion Option) of the Common Terms Agreement, may be increased in accordance with clause 2.2 (Increase – Accordion Option) of the Common Terms Agreement.

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“Compounded Rate Supplement” means a document which:

“Compounded Rate Terms” means the terms set out in Schedule 4 (Compounded Rate Terms) or in any Compounded Rate Supplement.

“Compounded Reference Rate” means, in relation to any RFR Banking Day during the Interest Period of a Loan, the percentage rate per annum which is the Daily Non-Cumulative Compounded RFR Rate for that RFR Banking Day, and if that rate is less than zero, the Compounded Reference Rate shall be deemed to be zero.

“Compounding Methodology Supplement” means, in relation to the Daily Non-Cumulative Compounded RFR Rate or the Cumulative Compounded RFR Rate, a document which:

“Cumulative Compounded RFR Rate” means, the percentage rate per annum determined by the Offshore Facility Agent (or by any other Finance Party which agrees to determine that rate in place of the Offshore Facility Agent) in accordance with the methodology set out in Schedule 6 (*Cumulative Compounded RFR Rate) *or in any relevant Compounding Methodology Supplement.

“Daily Non-Cumulative Compounded RFR Rate” means, in relation to any RFR Banking Day during an Interest Period for a Loan, the percentage rate per annum determined by the Offshore Facility Agent (or by any other Finance Party which agrees to determine that rate in place of the Offshore Facility Agent) in accordance with the methodology set out in Schedule 5 (Daily Non-Cumulative Compounded RFR Rate) or in any relevant Compounding Methodology Supplement.

“Daily Rate” means the rate specified as such in the Compounded Rate Terms.

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

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

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“Facilities” means the Offshore Facility and the Accordion Facility and references to “Facility” shall mean either one of them.

“Facility Office” means the office or offices notified by a Financier to the Offshore Facility Agent in writing on or before the date it becomes a Financier (or, following that date, by not less than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.

“FATCA” means:

“FATCA Application Date” means:

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

“FATCA Exempt Party” means a Party that is entitled to receive payments free from any FATCA Deduction.

“Fee Letter” means any letter or letters referring to this Agreement or the Facilities between one or more Administrative Parties and the Company setting out any of the fees referred to in Clause 10 (Fees).

“Final Maturity Date” means the date which is sixty (60) Months from the Original Agreement Date and if such date is not a Business Day, the Final Maturity Date shall be the immediately preceding Business Day.

“Finance Document” means this Agreement, the Security Documents, the Intercreditor Deed, the Common Terms Agreement, the Hedging Agreements, any Accession Letter, any Fee Letter, any Utilisation Request, any Selection Notice, any Compounded Rate Supplement, any Compounding Methodology Supplement, any Accordion Increase Accession Agreement and any other document designated as such by the Offshore Facility Agent and the Company.

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“Finance Party” means each Administrative Party, a Financier or a Hedge Counterparty.

“Financial Close Date” means the Business Day on which the Common Terms Agent notifies the Company and the Finance Parties that all the conditions precedent referred to in schedule 2 (Conditions Precedent) to the Common Terms Agreement have either been satisfied or waived.

“Financier” means:

“Funding Rate” means any individual rate notified by a Financier to the Offshore Facility Agent pursuant to paragraph (a) (ii) of Clause 9.3 (Cost of funds).

“Guarantor” means an Original Guarantor or an Additional Guarantor.

“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 in accordance with clause 19.15 (Accession of Hedge Counterparties) of the Common Terms Agreement and which is or has become a party to the Intercreditor Deed in accordance with the provisions of the Intercreditor Deed, which in each case has not ceased to be a Party as such in accordance with the terms of this Agreement or other Finance Documents.

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

“Hedging Arrangements” means the hedging transactions entered or to be entered into between the Company and/or any other Borrower with the Hedge Counterparties in relation to hedging of exposures to fluctuations of interest rate and currency exchange rate in respect of the Facilities, upon the terms and subject to the conditions of the Hedging Agreements.

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

“Indirect Tax” means any goods and services tax, consumption tax, value added tax or any tax of a similar nature.

“Interest Payment” means the aggregate amount of interest that:

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“Initial Offshore Facility Commitment” means:

to the extent not cancelled, reduced or transferred by it under this Agreement.

“Interest Period” means, in relation to a Loan, each period determined in accordance with Clause 8 (Interest Periods) and clause 5.4 (Selection of Interest Periods and Profit Periods) of the Common Terms Agreement and, in relation to an Unpaid Sum, each period determined in accordance with Clause 7.3 (Default interest).

“Loan” means an Offshore Facility Loan or an Accordion Facility Loan, and references to “Loans” shall be construed accordingly.

“Lookback Period” means the number of days specified as such in the Compounded Rate Terms.

“Majority Financiers” means:

“Margin” means two point two (2.20%) per cent. per annum, or upon the occurrence of the DayOne Parent IPO, two point one per cent. (2.10%) per annum effective from the immediate next Interest Period. For the avoidance of doubt, if the DayOne Parent is delisted or ceases to be listed on an Approved Stock Exchange, the Margin shall revert back to two point two per cent. (2.20%) per annum commencing from the immediate next Interest Period at that time.

“Market Disruption Rate” means the rate (if any) specified as such in the Compounded Rate Terms.

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

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“Obligors” means the Borrowers and the Guarantors , and “Obligor” means each one of them.

“Obligors’ Agent” means the Company, appointed to act on behalf of each Obligor in relation to the Finance Documents pursuant to Clause 2.5 (Obligors’ Agent).

“Offshore Facility Commitments” means collectively, the Initial Offshore Facility Commitment and the Upsize Offshore Facility Commitment and references to “Offshore Facility Commitment” shall be construed accordingly.

“Offshore Facility Loan” means a loan made or to be made under the Offshore Facility or the principal amount outstanding for the time being of that loan.

“Offshore Financier” means:

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

“Original Agreement Date” means 15 May 2025.

“Original Obligor” means an Original Borrower or an Original Guarantor.

“Party” means a party to this Agreement.

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

“Pipeline Project Costs” means the total development cost in respect of a Pipeline Project.

“Relevant Market” means the market specified as such in the Compounded Rate Terms.

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“Repayment Date” means each of the repayment dates of the Offshore Facility as set out in Clause 6.1(a) (Repayment of Loans).

“Repayment Instalments” has the meaning given under Clause 6.1(a) (Repayment of Loans).

“Reporting Day” means the day specified as such in the Compounded Rate Terms.

“Reporting Time” means the relevant time (if any) specified as such in the Compounded Rate Terms.

“Representative” means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

“RFR” means the rate specified as such in the Compounded Rate Terms.

“RFR Banking Day” means any day specified as such in the Compounded Rate Terms.

“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” means CIMB INVESTMENT BANK BERHAD.

“Selection Notice” means a notice substantially in the form set out in schedule 5 (Selection Notice) of the Common Terms Agreement.

“SIAC Rules” has the meaning given to such term in Clause 26.1 (Arbitration).

“Specified Time” means a day or time determined in accordance with Schedule 3 (Timetables).

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

“Tax Deduction” has the meaning given to such term in Clause 11.1 (Tax definitions).

“Unpaid Sum” means any sum due and payable but unpaid by an Obligor under the Finance Documents.

“Upsize Offshore Facility Commitment” means:

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to the extent not cancelled, reduced or transferred by it under this Agreement.

“US” means the United States of America.

“US Tax Obligor” means:

“Utilisation” means a utilisation of a Facility.

“Utilisation Date” means the date of a Utilisation, being the date on which the relevant Loan is to be made.

“Utilisation Request” means a notice substantially in the form set out in schedule 4 (Utilisation Request) of the Common Terms Agreement.

The provisions of clause 1.2 (Construction), clause 1.3 (Currency) and clause 1.4 (Third Party Rights) of the Common Terms Agreement are incorporated herein by reference.

**SECTION 2 **

**THE FACILITIES **

This Agreement and the rights and obligations of the Parties hereunder shall be subject to the terms and conditions of the Common Terms Agreement and the Intercreditor Deed, including, without limitation:

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as well as any other common terms and conditions in relation to costs and expenses, fees, the role of agents, changes to the financiers, sharing among financiers, intercreditor, security sharing, voting arrangements, administration, notices and communications in the Common Terms Agreement and the Intercreditor Deed. In the event of any conflict between any of the terms and conditions under this Agreement and the Common Terms Agreement and the Intercreditor Deed, those of the Common Terms Agreement and the Intercreditor Deed shall prevail.

Subject to the terms of this Agreement, the Financiers make available to the Borrowers:

A Borrower may, by delivery to the Common Terms Agent and the Offshore Facility Agent of a duly completed Accordion Increase Request, request for the Accordion Facility in accordance with Common Terms Agreement.

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and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including any Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

The Borrowers shall apply all amounts borrowed by it under the Facilities for the following purposes:

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No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

The Borrowers may not deliver any Utilisation Request unless the Financial Close Date has occurred.

The Financiers will only be obliged to comply with Clause 5.2 (Financiers’ participation) if on the date of the Utilisation Request and on the proposed Utilisation Date the conditions set out in clause 4.2 (Further conditions precedent) of the Common Terms Agreement are satisfied in accordance with the provisions therein.

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**SECTION 3 **

**UTILISATION **

The Offshore Facility Commitment or the Accordion Facility Commitment which, at that time, is unutilised shall be immediately cancelled at 5 p.m. on the last day of the applicable Availability Period.

**SECTION 4 **

**REPAYMENT, PREPAYMENT AND CANCELLATION **

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Any Borrower may cancel the whole or any part of an Available Facility by delivery of a notice in accordance with the provisions of the Common Terms Agreement.

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the Company may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Offshore Facility Agent notice of cancellation of the Commitment of that Financier and its intention to procure the prepayment of that Financier’s participation in the Loans or give the Offshore Facility Agent in accordance with paragraph (d) below.

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**SECTION 5 **

**COSTS OF UTILISATION **

The Borrower to which a Loan has been made shall pay accrued interest on that Loan on the last day of each Interest Period.

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This paragraph (a) shall not apply to any Interest Payment determined pursuant to Clause 9.3 (Cost of funds).

A Borrower (or the Company on behalf of a Borrower) may select an Interest Period for a Loan in the Utilisation Request for that Loan or (in respect of a Loan that has already been borrowed) in a Selection Notice in accordance with clause 5.4 (Selection of Interest Periods and Profit Periods) of the Common Terms Agreement.

If:

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Clause 9.3 (Cost of funds) shall apply to that Loan for that Interest Period.

If:

Clause 9.3 (Cost of funds) shall apply to that Loan for the relevant Interest Period.

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The Company shall pay to the relevant Finance Parties the applicable fees in the amount and at the times agreed in any Fee Letter.

The Company shall pay to the Offshore Facility Agent (for the account of each Financier) a commitment fee in US Dollar computed and accruing on a daily basis at the following rates:

calculated on each Financier’s Available Commitment during the applicable Availability Period.

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The accrued commitment fee is payable on the last day of the third (3rd) Month after the Original Agreement Date (in the case of the Accordion Facility Commitment, the Accordion Increase Effective Date) and subsequently, each successive period of three (3) Months thereafter during the applicable Availability Period.

The Company shall pay to the Offshore Facility Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.

**SECTION 6 **

**ADDITIONAL PAYMENT OBLIGATIONS **

In this Clause 11:

“Tax Credit” means a credit against, relief or remission for, or repayment of any Tax.

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.

“Tax Payment” means an increased payment made by an Obligor to a Finance Party under Clause 11.2 (Tax gross-up) or a payment under Clause 11.3 (Tax indemnity).

Unless a contrary indication appears, in this Clause 11 a reference to “determines” or “determined” means a determination made in the absolute discretion of the person making the determination.

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If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

The Company shall:

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supply to the Offshore Facility Agent:

The Company shall, within ten (10) Business Days (in the case of legal fees, within thirty (30) Business Days) of demand, pay the Finance Parties the amount of all costs and expenses (including legal fees) reasonably incurred by any of them in connection with the negotiation, preparation, printing, execution, syndication and perfection of:

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If:

each Obligor shall, within ten (10) Business Days (in the case of legal fees, within thirty (30) Business Days) of demand, reimburse the Finance Parties for the amount of all costs and expenses (including legal fees) reasonably incurred by the Finance Parties in responding to, evaluating, negotiating or complying with that request or requirement.

**SECTION 7 **

**GUARANTEE **

Each Guarantor irrevocably and unconditionally jointly and severally:

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This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made by a Finance Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of each Guarantor under this Clause 13 will continue or be reinstated as if the discharge, release or arrangement had not occurred.

The obligations of each Guarantor under this Clause 13 will not be affected by an act, omission, matter or thing which, but for this Clause 13, would reduce, release or prejudice any of its obligations under this Clause 13 (without limitation and whether or not known to it or any Finance Party) including:

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Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this Clause 13. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may:

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Offshore Facility Agent otherwise directs, no Guarantor will exercise or otherwise enjoy the benefit of any right which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 13:

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If any Guarantor shall receive any benefit, payment or distribution in relation to any such right it shall hold that benefit, payment or distribution (or so much of it as may be necessary to enable all amounts which may be or become payable to the Finance Parties by the Obligors under or in connection with the Finance Documents to be paid in full) on trust for the Finance Parties, and shall promptly pay or transfer the same to the Offshore Facility Agent or as the Offshore Facility Agent may direct for application in accordance with Clause 17 (Payment Mechanics).

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.

**SECTION 7 **

**CHANGES TO PARTIES **

No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents, except with the prior written consent of all the Financiers.

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Delivery of an Accession Letter constitutes confirmation by the relevant Subsidiary that the representations and warranties as detailed under the Common Terms Agreement are true and correct in relation to it as at the date of delivery as if made by reference to the facts and circumstances then existing.

**SECTION 8 **

**THE FINANCE PARTIES **

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Any Administrative Party may accept deposits from, lend money to and generally engage in any kind of banking or other business with any member of the Group, any Obligor or any Affiliate of any Obligor.

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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The Offshore Facility Agent is not responsible or liable for:

The Offshore Facility Agent shall not be bound to enquire:

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including (in each case) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.

on behalf of any Financier and each Financier confirms to the Offshore Facility Agent that it is solely responsible for any such procedures or check it is required to conduct and that it shall not rely on any statement in relation to such procedures or check made by the Offshore Facility Agent.

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Each Financier shall (in proportion to its share of the Commitments or, if the Commitments are then zero, to its share of the Commitments immediately prior to their reduction to zero) indemnify the Offshore Facility Agent, within three Business Days of demand, against any cost, loss or liability (including, without limitation, for negligence, in relation to any FATCA-related liability or any other category of liability whatsoever) incurred by the Offshore Facility Agent (otherwise than by reason of the Offshore Facility Agent’s gross negligence or wilful misconduct) in acting as Offshore Facility Agent under the Finance Documents (unless the Offshore Facility Agent has been reimbursed by an Obligor pursuant to a Finance Document).

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and (in each case) a Financier reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Offshore Facility Agent were a FATCA Exempt Party, and that Financier, by notice to the Offshore Facility Agent, requires it to resign.

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unless it has received not less than five Business Days’ prior notice from that Financier to the contrary in accordance with the terms of this Agreement.

Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Financier confirms to each Administrative Party that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to:

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Any amount payable to the Offshore Facility Agent under clause 15.16 (Indemnity to the Offshore Facility Agent) and Clause 12 (Cost and Expenses), and Clause 15.9 (Financiers’ indemnity to the Offshore Facility Agent) shall include the cost of utilising the Offshore Facility Agent’s management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Offshore Facility Agent may notify to the Company and the Financiers, and is in addition to any fee paid or payable to the Offshore Facility Agent under Clause 10 (Fees).

If any Party owes an amount to the Offshore Facility Agent under the Finance Documents the Offshore Facility Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Offshore Facility Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.

The Company shall promptly indemnify the Offshore Facility Agent from and against any cost, expense, claim, loss or liability incurred by the Offshore Facility Agent (acting reasonably) as a result of:

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If a Finance Party (a “Recovering Finance Party”) receives or recovers (whether by set-off or otherwise) any amount from an Obligor other than in accordance with Clause17 (Payment Mechanics) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents then:

The Offshore Facility Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and distribute it between the Finance Parties (other than the Recovering Finance Party) (the “Sharing Finance Parties”) in accordance with clause 22.5 (Partial payments) of the Common Terms Agreement towards the obligations of that Obligor to the Sharing Finance Parties.

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If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

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**SECTION 9 **

**ADMINISTRATION **

The Offshore Facility Agent may (with the consent of the Obligor or in accordance with Clause 18 (Set-off)) apply any amount received by it for that Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

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All payments to be made by an Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

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If an Event of Default is continuing, the Obligors agree that a Finance Party may set off any matured obligation due from an Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are *prima facie *evidence of the matters to which they relate.

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

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If, at any time, any provision of a Finance Document 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.

No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under a Finance Document shall operate as a waiver of any such right or remedy or constitute an election to affirm any of the Finance Documents. No election to affirm any Finance Document on the part of any Finance Party shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in each Finance Document are cumulative and not exclusive of any rights or remedies provided by law.

Subject to the provisions of the Common Terms Agreement, an amendment or waiver of any term of any Finance Document (other than the Hedging Agreements) that has the effect of changing or which relates to:

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shall not be made without the prior consent of all the Financiers, and in respect of paragraph (i) above, shall not be made without the prior consent of all the Financiers and the Hedge Counterparties.

An amendment or waiver which relates to the rights or obligations of any Administrative Party (each in their capacity as such) may not be effected without the consent of such Administrative Party.

| | | | | - | :--- | : | | | (ii) | |

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may be made with the consent of the Offshore Facility Agent (acting on the instructions of the Majority Financiers) and the Obligors.

may be made with the consent of the Offshore Facility Agent (acting on the instructions of the Majority Financiers) and the Company.

“Relevant Nominating Body” means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board.

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“Relevant Rate” means the RFR.

“Replacement Benchmark” means a benchmark rate which is:

and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the “Replacement Benchmark” will be the replacement under paragraph (ii) above;

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No Event of Default will occur by reason only of an Obligor’s failure to comply with this Clause 23.

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by posting such information on an electronic website designated by the Offshore Facility Agent for such purpose (“Deal Site”) by notifying each such affected Obligor and Financier of its intention that such Deal Site be used for such purpose (whereupon each such Obligor or Financier or the Offshore Facility Agent may so satisfy such obligations).

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Each Finance Document 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 the Finance Document.

**SECTION 10 **

**GOVERNING LAW AND ENFORCEMENT **

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

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Without prejudice to any other mode of service allowed under any relevant law, each Obligor (other than an Obligor incorporated in Singapore):

Each Obligor expressly agrees and consents to the provisions of this Clause 26.2.

To the extent that:

that Obligor agrees not to claim and waives (in each case, irrevocably and unconditionally) such immunity to the fullest extent permitted by applicable law.

**This Agreement has been entered into on the date stated at the beginning of this Agreement. **

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**SCHEDULE 1 **

**THE ORIGINAL PARTIES **

**PART I **

**THE ORIGINAL OBLIGORS **

**PART II **

**THE ORIGINAL OFFSHORE FINANCIERS **

| | | | | | | :-------------------------------------: | :: | :-----------------------------------------------------: | :: | :---------------------------------------------------------------------------------: | | | | | | | | Name of Original Offshore Financier | | Commitments (USD) – Initial Offshore Facility | | | | | | Commitments as at the Original Agreement Date (USD) | | Commitments as at the signing of the Amendment and Restatement Deed (OFA) (USD) | | [***] | | [***] | | [***] |

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**PART III **

**THE ORIGINAL HEDGE COUNTERPARTIES **

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**SCHEDULE 2 **

**FORM OF ACCESSION LETTER **

To: [  ] as Offshore Facility Agent

From: [Subsidiary] and [Company]

Dated:

***WG DATA HUB SDN. BHD. / DAYONE - Facility Agreement dated [•] (the “Facility Agreement”) ***

Fax No:

Attention:

This Accession Letter is entered into by deed.

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**SCHEDULE 3 **

**TIMETABLES **

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**SCHEDULE 4 **

**COMPOUNDED RATE TERMS **

***Cost of funds as a fallback ***

Cost of funds will apply as a fallback.

***Definitions ***

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