glxy-20260728

Exhibit 4.1

GALAXY HELIOS DATA CENTERS II LLC

as Issuer

AND THE SUBSIDIARY GUARANTORS PARTY HERETO

9.875% SENIOR SECURED NOTES DUE 2031

_____________________________

INDENTURE

Dated as of July 28, 2026

_____________________________

GALAXY HELIOS II QUALIFIED OPPORTUNITY ZONE BUSINESS, LLC,

as HoldCo,

and

THE BANK OF NEW YORK MELLON,

as Trustee and Collateral Agent

TABLE OF CONTENTS

Page


ARTICLE 1 DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Section 1.01Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Section 1.02Other Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	35
Section 1.03Rules of Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	36
Section 1.04Certain Compliance Calculations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	36
ARTICLE 2 THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	37
Section 2.01Form and Dating. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	37
Section 2.02Execution and Authentication . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	39
Section 2.03Registrar and Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	39
Section 2.04Paying Agent to Hold Money in Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	39
Section 2.05Holder Lists . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	40
Section 2.06Transfer and Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	40
Section 2.07Additional Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	51
Section 2.08Replacement Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	51
Section 2.09Outstanding Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	52
Section 2.10Treasury Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	52
Section 2.11Temporary Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	52
Section 2.12Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	52
Section 2.13CUSIP / ISIN Numbers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	53
ARTICLE 3 REDEMPTION AND PREPAYMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	53
Section 3.01Notices to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	53
Section 3.02Selection of Notes to Be Redeemed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	53
Section 3.03Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	53
Section 3.04Effect of Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	54
Section 3.05Deposit of Redemption Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	54
Section 3.06Notes Redeemed in Part. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	55
Section 3.07Calculation of Redemption Price. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	55
Section 3.08[Reserved]. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	55
Section 3.09Mandatory Prepayment; Open Market Purchases. . . . . . . . . . . . . . . . . . . . . . . .	55
Section 3.10Termination Fee Offer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	55
ARTICLE 4 COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	56
Section 4.01Payment of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	56
Section 4.02Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	56
Section 4.03Compliance Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	56
Section 4.04Limitation on Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	57
Section 4.05Limitation on Restricted Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	62
Section 4.06Limitation on Liens. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	66
Section 4.07[Reserved] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	67
Section 4.08[Reserved] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	67
Section 4.09Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	67
Section 4.10[Reserved] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	69
Section 4.11Offer to Repurchase Upon a Change of Control . . . . . . . . . . . . . . . . . . . . . . . .	69
Section 4.12[Reserved] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	70


Section 4.13Asset Sales and Casualty Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	70
Section 4.14[Reserved]. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	73
Section 4.15[Reserved]. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	73
Section 4.16[Reserved]. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	73
Section 4.17Partnerships; Formation of Subsidiaries, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . .	73
Section 4.18Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	73
Section 4.19Special Purpose Entity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	76
Section 4.20HoldCo Negative Covenant. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	77
Section 4.21No Modification of Data Center Lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	78
Section 4.22Debt Service Reserve Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	78
Section 4.23Project Accounts; Cash Waterfall . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	78
ARTICLE 5 MERGERS AND CONSOLIDATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . .	81
Section 5.01Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	81
Section 5.02Subsidiary Guarantors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	81
Section 5.03Application . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	82
Section 5.04Substitution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	83
ARTICLE 6 DEFAULTS AND REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	83
Section 6.01Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	83
Section 6.02Acceleration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	85
Section 6.03Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	87
Section 6.04Control by Majority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	87
Section 6.05Limitations on Suits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	87
Section 6.06Collection Suit by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	87
Section 6.07Priorities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	88
Section 6.08Trustee May File Proofs of Claim . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	88
Section 6.09Holder Representation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	88
ARTICLE 7 TRUSTEE AND COLLATERAL AGENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	88
Section 7.01Duties of Trustee and Collateral Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	88
Section 7.02Rights of Trustee and Collateral Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	89
Section 7.03Individual Rights of Trustee and Collateral Agent . . . . . . . . . . . . . . . . . . . . . .	93
Section 7.04Trustee’s and Collateral Agent’s Disclaimer . . . . . . . . . . . . . . . . . . . . . . . . . . .	93
Section 7.05Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	93
Section 7.06Compensation and Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	93
Section 7.07Replacement of Trustee or Collateral Agent . . . . . . . . . . . . . . . . . . . . . . . . . . .	94
Section 7.08Successor Trustee or Collateral Agent by Merger, etc . . . . . . . . . . . . . . . . . . .	95
Section 7.09Eligibility; Disqualification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	95
Section 7.10Intercreditor Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	95
ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	96
Section 8.01Option to Effect Legal Defeasance or Covenant Defeasance . . . . . . . . . . . . . .	96
Section 8.02Legal Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	96
Section 8.03Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	96


Section 8.04Conditions to Legal or Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . .	97
Section 8.05Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	98
Section 8.06Repayment to the Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	98
Section 8.07Reinstatement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	98
ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER . . . . . . . . . . . . . . . . . . . .	99
Section 9.01Without Consent of Holders of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	99
Section 9.02With Consent of Holders of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	101
Section 9.03Effect of Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	102
Section 9.04Notation on or Exchange of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	102
Section 9.05Trustee to Sign Amendments, etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	102
ARTICLE 10 SATISFACTION AND DISCHARGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	103
Section 10.01Satisfaction and Discharge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	103
Section 10.02Application of Trust Money . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	103
ARTICLE 11 SUBSIDIARY GUARANTEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	104
Section 11.01Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	104
Section 11.02Limitation on Subsidiary Guarantor Liability. . . . . . . . . . . . . . . . . . . . . . . . . . .	105
Section 11.03Releases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	105
Section 11.04Notation Not Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	106
ARTICLE 12 COLLATERAL AND SECURITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	106
Section 12.01Grant of Security Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	106
Section 12.02Further Assurances; Liens on Additional Property . . . . . . . . . . . . . . . . . . . . . .	106
Section 12.03[Reserved] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	107
Section 12.04Release and Subordination of Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	107
Section 12.05Release and Subordination Documentation . . . . . . . . . . . . . . . . . . . . . . . . . . . .	108
Section 12.06Exclusion of Excess Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	108
Section 12.07Purchaser Protected . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	109
Section 12.08Authorization of Receipt of Funds by the Trustee Under the Collateral Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	109
Section 12.09Powers Exercisable by Receiver or Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . .	109
Section 12.10Real Estate Deliverables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	109
ARTICLE 13 MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	111
Section 13.01Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	111
Section 13.02Certificate and Opinion as to Conditions Precedent . . . . . . . . . . . . . . . . . . . . .	112
Section 13.03Statements Required in Certificate or Opinion . . . . . . . . . . . . . . . . . . . . . . . . .	113
Section 13.04Rules by Trustee and Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	113
Section 13.05No Liability of Directors, Officers, Employees and Stockholders . . . . . . . . . .	113
Section 13.06Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	113
Section 13.07Waiver of Immunity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	114
Section 13.08Waiver of Jury Trials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	114


Section 13.09No Adverse Interpretation of Other Agreements . . . . . . . . . . . . . . . . . . . . . . . .	114
Section 13.10Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	114
Section 13.11USA Patriot Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	114
Section 13.12Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	114
Section 13.13Counterpart Originals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	115
Section 13.14Table of Contents, Headings, etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	115
Section 13.15Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	115
ARTICLE 14 PRINCIPAL AMORTIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	115
Section 14.01Principal Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	115
Section 14.02[Reserved] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	116
Section 14.03Payment of Installments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	116
Section 14.04Deposit of Installment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	116
Section 14.05Notes Repaid in Part . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	117

EXHIBITS

Exhibit A Form of Note

Exhibit B Form of Certificate of Transfer

Exhibit C Form of Certificate of Exchange

Exhibit D Form of First Lien Intercreditor Agreement

INDENTURE, dated as of July 28, 2026, among Galaxy Helios Data Centers II LLC, a Delaware

limited liability company (the “Issuer”), Galaxy Helios II Qualified Opportunity Zone Business, LLC, a

Delaware limited liability company (“HoldCo”), the Subsidiary Guarantors (as defined below) and The

Bank of New York Mellon, as trustee and collateral agent.

Each party agrees as follows for the benefit of each other and for the equal and ratable benefit of

the Holders (as defined below) of the Notes (as defined below) issued pursuant to this Indenture:

ARTICLE 1 DEFINITIONS

Section 1.01Definitions.

“144A Global Note” means a Global Note substantially in the form of Exhibit A hereto, as

applicable, bearing the Global Note Legend and the Private Placement Legend and deposited with or on

behalf of, and registered in the name of, the Depository or its nominee that will be issued in a

denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

“Acceptable Intercreditor Agreement” means the First Lien Intercreditor Agreement, a Market

Intercreditor Agreement or another customary intercreditor agreement as determined in good faith by the

Issuer that is reasonably satisfactory to the Collateral Agent (which may, if applicable, consist of a

collateral proceeds “waterfall” or, in the case of payment of Subordinated Debt, a payment “waterfall”),

including any amendments, restatements, supplements or replacements thereof.

“Additional Notes” means additional Notes (other than the Initial Notes) issued from time to time

under this Indenture in accordance with Section 2.07 hereof.

“Additional Project Debt” means Debt, that (a) is unsecured, or secured by Liens on all or any

portion of the Collateral on a pari passu or junior basis with the Notes and such Liens are subject to an

Acceptable Intercreditor Agreement or secured by Liens on assets not constituting Collateral, in each case

to the extent not prohibited by this Indenture, and (b) is incurred by the Company Parties to finance the

development and/or construction of, or Investment in, an Additional Project, which shall include any

refinancing of any equity contributions made in connection with such Additional Project.

“Additional Project Debt Conditions” means the following conditions with respect to an

Additional Project Debt:

(1)the Additional Project Debt is incurred in connection with an Additional Project;

(2)if the Additional Project Debt is secured by Liens on the Collateral on a pari passu basis

with the Notes, such Additional Project Debt shall not (i) have an earlier final maturity

date than the final maturity date applicable to the Notes or a shorter weighted average life

to maturity than the weighted average life to maturity of the Notes or (ii) have any

obligors or collateral that are not also obligors or Collateral for the Notes;

(3)such Additional Project Debt shall be subject to a Data Center Lease with a Qualifying

Tenant; and

(4)such Additional Project Debt shall be in an aggregate principal amount that would not

cause the Issuer’s Additional Project Debt Ratio to exceed the greater of (I) the Issuer’s

Loan to Cost Ratio as of the Issue Date and (II) 85% on a pro forma basis after giving

effect to such incurrence.

“Additional Project Debt Documents” means, with respect to any Additional Project Debt, the

notes, credit agreements, indentures, security documents, any Credit Facility and other operative

agreements evidencing or governing such Additional Project Debt, and each other agreement entered into

for the purpose of securing any Additional Project Debt, as the same may be amended, restated,

supplemented or otherwise modified from time to time.


	2

“Additional Project Debt Ratio” means, at any time, the ratio (expressed as a percentage) of (i)

the total outstanding Debt for borrowed money of the Company Parties designated by the Issuer as Debt

related to the Additional Project, less Cash and Cash Equivalents of the Company Parties and any Net

Operating Income reasonably expected to be generated by the Company Parties prior to the “final

commencement date” of the applicable Additional Project (other than (x) amounts maintained in the “debt

proceeds account” for such Additional Project from the incurrence of such Additional Project Debt and

(y) the net proceeds of any Debt that is incurred after the Issue Date for such Additional Project solely in

reliance on an Additional Project Debt Ratio calculation with respect to Additional Projects) to (ii) the

aggregate amount of all costs, fees and expenses incurred or reasonably expected to be incurred by the

Company Parties with respect to the development, construction, financing, operation and leasing of such

Additional Project (as determined by the Issuer in good faith) as of the date of determination.

“Additional Project Documents” means, with respect to any Additional Project, collectively, the

documents, contracts and/or agreements entered into by the Company Parties and any of their Affiliates,

as applicable, relating to the development, construction, operation and/or maintenance of such Additional

Project including, for the avoidance of doubt, any amended Project Documents to the extent applicable to

such Additional Project.

“Additional Projects” means one or more Data Center Projects (including any expansion or

augmentation of the existing Buildings or other aspects or assets of the Project) in respect of which the

applicable Additional Project Documents contain terms, taken as a whole, with respect to such Additional

Project that, as determined by the Issuer in good faith, (a)(i) are not materially less favorable to the

relevant Company Party than those that would have been obtained in a comparable transaction negotiated

on an arm’s length basis and (ii) would not reasonably be expected to result in a Material Adverse Effect,

or (b) are substantially consistent with (or more favorable than) the terms, taken as a whole, contained in

the Project Documents.

“Additional Transaction Documents” means, with respect to any Additional Project, collectively,

the Additional Project Documents with respect to such Additional Project, and any Additional Project

Debt Documents relating to any Additional Project Debt for such Additional Project.

“Affiliate” means, with respect to a specified Person, another Person directly or indirectly through

one or more intermediaries, controlling, controlled by, or under common control with, that Person. For

the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”,

“controlled by” and “under common control with”), as applied to any Person, means the possession,

directly or indirectly, of the power to direct or cause the direction of the management and policies of that

Person, whether through the ability to exercise voting power, by contract or otherwise.

“Agent” means, individually or collectively, as the context requires, the Collateral Agent and/or

the Trustee.

“Amortization Commencement Date” means the first Payment Date to occur after the date that is

ten (10) months after the date on which rent is first paid pursuant to the Data Center Lease following the

Commencement Date (or commencing with the second such Payment Date to occur after such date, solely

if such date is within fifteen (15) Business Days of the first Payment Date that occurs immediately

following such date).

“Applicable Law” means, as to any Person, any ordinance, law, treaty, rule or regulation or any

determination, ruling or other directive by and from an arbitrator or a court or other Governmental

Authority, in each case, applicable to or binding on such Person or any of its property or assets or to

which such Person or any of its property or assets is subject.

“Applicable Premium” means, with respect to any Note on any redemption date, the greater of:

(1)1.0% of the principal amount of such Note; or


	3

(2)the excess of:

(a)the present value at such redemption date of (A) the redemption price of such

Note at August 1, 2028 (such redemption price (expressed in a percentage of

principal amount) being set forth in paragraph 5(3) of the Form of Note attached

as Exhibit A hereto, exclusive of any accrued and unpaid interest), plus (B) all

required interest payments due on the Note through August 1, 2028 (excluding

accrued but unpaid interest to the redemption date), computed using a discount

rate equal to the Treasury Rate as of such redemption date plus 50 basis points;

over

(b)the principal amount of such Note.

Calculation of the Applicable Premium shall be made by the Issuer or on behalf of the Issuer by such

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

the Trustee. The Issuer’s actions and determinations in determining the redemption price shall be

conclusive and binding for all purposes, absent manifest error.

“Applicable Procedures” means, with respect to a Depository, as to any matter at any time, the

policies and procedures of such Depository, if any, that apply to such matter at such time.

“Applicable Rating” means the lower of (1) the first rating of the Notes issued by the applicable

Rating Agency within sixty (60) days following the Issue Date and (2) the applicable rating of the Notes

at the time of a public announcement by the Issuer or by any of its Affiliates of a Change of Control or the

assumption of the Completion Guarantee by a Replacement Completion Guarantor, as applicable.

“Asset Sale” means a sale, lease (as lessor), sale and leaseback, assignment, conveyance,

exclusive license (as licensor), transfer or other disposition to, or any exchange of Property with, any

Person, in one transaction or a series of transactions, of all or any part of any of the Properties of any

Company Party, whether now owned or hereafter acquired, leased or licensed; provided that the sale,

conveyance or other disposition of all or substantially all of the assets of any Company Party will be

governed by Article 5 and any transaction constituting a Change of Control will be governed by Section

4.11 and not by Section 4.13.

Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:

(1)dispositions of assets among the Company Parties, including transfers of assets by a

Company Party to a newly-formed entity that becomes a Subsidiary Guarantor;

(2)dispositions in the ordinary course of any Company Party’s business as determined by the

Issuer in good faith;

(3)sales, leases, licenses or subleases, transfers or other dispositions of real or personal

Property of the Company Parties (A) in each case, the Net Cash Proceeds of which does

not exceed $15.0 million in the aggregate in any Fiscal Year, (B) that are obsolete,

damaged, worn out, surplus or not used or useful in any material respect in the business

of the Company Parties in connection with the ownership, operation or maintenance of

the Project or any Additional Project, including the lapse or expiration of Intellectual

Property at the end of their respective statutory terms and abandonment of Intellectual

Property that is not material to the business of the Company Parties or the ownership,

operation or maintenance of the Project or any Additional Project, or (C) the

consideration of which does not exceed $15.0 million;

(4)to the extent constituting a sale, lease transfer, assignment conveyance, exchange or other

disposition, upon any equipment failure, the replacement of such failed equipment with

comparable or functionally equivalent equipment;


	4

(5)the liquidation, sale or use of Cash and Cash Equivalents or obsolete, damaged,

unnecessary, unsuitable or worn out property or equipment or other assets in the ordinary

course of business or any disposition of inventory, immaterial assets or goods (or other

assets), property or equipment held for sale or no longer used or useful, or economically

practicable to maintain, in the conduct of the business of the Company Parties;

(6)sales or discounts without recourse (other than customary representations and warranties)

of accounts receivable in connection with the compromise, collection or other disposition

thereof;

(7)foreclosure, condemnation, expropriation, forced disposition or other transfers of

condemned property as a result of the exercise of “eminent domain” (or other similar

policies and condemnation proceedings) to the respective Governmental Authority or

agency that has condemned the same (whether by deed in lieu of condemnation or

otherwise), and transfers of property that have been subject to a casualty to the respective

insurer of such real property as part of an insurance settlement (or similar casualty loss

proceedings);

(8)leases, subleases, licenses or sublicenses of property in the ordinary course of business

and which do not, in the aggregate, materially interfere with the business of the Company

Parties or the ownership, operation or maintenance of the Project or any Additional

Project, in each case as determined by the Issuer in good faith;

(9)any surrender or waiver of contract rights pursuant to a settlement, release, recovery on or

surrender of contract, tort or other claims of any kind;

(10)any disposition, issuance or sale in connection with the making of any Restricted

Payment that is permitted to be made, and is made, under Section 4.05, Section 4.18 or

any Permitted Investment;

(11)[reserved];

(12)the expiration of any option agreement with respect to real or personal property;

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

banks or other financial institutions in the ordinary course of business in exchange for

Cash and/or Cash Equivalents;

(14)the granting of easements or other interests in real property related to the Project or any

Additional Project to other Persons so long as such grant is in the ordinary course of

business, would constitute a Permitted Lien or would not reasonably be expected to

materially detract from the value or use of the affected property or to interfere in any

material respect with such Company Party’s ability to construct or operate the Project or

the applicable Additional Project, sell or distribute power therefrom or perform any

material obligation under any Project Document or any Additional Project Document;

(15)dispositions of Excluded Property;

(16)transfers of all of the equity interests in a Subsidiary Guarantor, where, had such

Subsidiary Guarantor’s assets been held by the transferor directly, their disposition would

not have constituted an Asset Sale;

(17)any lease, license or sublease, sale, assignment, conveyance, transfer or other disposition

of Excess Property;

(18)[reserved];


	5

(19)to the extent constituting an Asset Sale, the entry into, and any transaction contemplated

by, any Shared Facilities Arrangement in connection with a Shared Facilities Agreement;

(20)(i) dispositions of property to the extent that such property is exchanged for credit against

the purchase price of similar replacement property that is promptly purchased, (ii)

dispositions of property to the extent that the proceeds of such disposition are promptly

applied to the purchase price of such replacement property (which replacement property

is actually promptly purchased) and (iii) to the extent allowable under Section 1031 of the

Code or comparable law or regulation, any exchange of like property (excluding any boot

thereon) for use in a Similar Business;

(21)the licensing, sub-licensing or cross-licensing of intellectual property or other general

intangibles in the ordinary course of business or that is immaterial or in connection with

Shared Facilities Arrangements;

(22)any disposition of non-revenue producing assets to a Person who is providing services

related to such assets, the provision of which have been or are to be outsourced by any

Company Party to such Person;

(23)any financing transaction with respect to Property constructed, acquired, leased, renewed,

relocated, expanded, replaced, repaired, maintained, upgraded or improved (including

any reconstruction, refurbishment, renovation and/or development of real property) by

any Company Party after the Issue Date;

(24)the unwinding of any Cash Management Obligations or Hedging Obligations; and

(25)any sale of Property if such Property constituted, or the acquisition of such Property was

funded by, one or several equity contributions to any Company Party after the Issue Date.

In the event that a transaction (or any portion thereof) meets the criteria of a permitted Asset Sale

and would also be a Permitted Investment or an Investment permitted under Section 4.05, the Issuer, in its

sole discretion, will be entitled to divide and classify such transaction (or a portion thereof) as an Asset

Sale and/or one or more of the types of Permitted Investments or Investments permitted under Section

4.05.

“Assignment & Assumption Agreement” means that certain Assignment and Assumption of Lease,

dated July 17, 2026 by and among Galaxy Power LLC and the Landlord.

“Authorized Officer” means, with respect to (i) delivering an Officer’s Certificate pursuant to this

Indenture, the chief executive officer, the president, the chief financial officer, the treasurer, any assistant

treasurer, the chief legal officer, the general counsel, the principal accounting officer, the managing

director or any other person of the entity on whose behalf such Officer’s Certificate is being delivered that

has substantially the same responsibilities as the aforementioned officers, and (ii) any other matter in

connection with this Indenture, the chief executive officer, the chief financial officer, the treasurer, any

assistant treasurer, the chief legal officer, the general counsel or a responsible financial, accounting officer

or any other authorized signatory of such entity; provided that in case of each of the foregoing clauses, an

Authorized Officer shall include any Person performing such functions at any direct or indirect parent

company of such entity.

“Available Retained Excess Cash Flow Amount” means, on any date of determination, the

aggregate amounts remaining after the funds in the Revenue Account are applied in accordance with

clauses (1) through (3) of Section 4.23(g) of this Indenture.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy”, as now and

hereafter in effect, or any successor statute.


	6

“Bankruptcy Law” means the Bankruptcy Code or any similar federal, state or foreign

bankruptcy, insolvency, reorganization, receivership or similar law.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under

the Exchange Act as of the Issue Date. The terms “Beneficially Owns”, “Beneficially Owned” and

“Beneficial Ownership” have a corresponding meaning.

“Board of Directors” means:

(1)with respect to a corporation, the board of directors of the corporation or any committee

thereof duly authorized to act on behalf of such board;

(2)with respect to a partnership, the board of directors of the general partner of the

partnership;

(3)with respect to a limited liability company, the managing member or members or any

controlling committee of managing members thereof (or, if applicable, the board of

directors of the limited liability company or any committee thereof duly authorized to act

on behalf of such board); and

(4)with respect to any other Person, the board or committee of such Person serving a similar

function.

“Buildings” means each of the buildings to be constructed on the Project Site pursuant to the

terms of the Data Center Lease.

“Business Day” means any day excluding Saturday, Sunday and any day which is a legal holiday

under the laws of the State of New York or is a day on which banking institutions located in the State of

New York or place of payment of the Notes are authorized or required by law or other governmental

action to close.

“Capital Stock” means any and all shares, interests, participations or other equivalents (however

designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other

than a corporation), including partnership interests and membership interests, and any and all warrants,

rights or options to purchase or other arrangements or rights to acquire any of the foregoing.

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

“Cash Equivalents” means any of the following: (a) readily marketable direct obligations of the

government of the United States or any agency or instrumentality thereof, or obligations unconditionally

guaranteed by the full faith and credit of the government of the United States, in each case maturing

within one (1) year from the date of acquisition thereof; (b) securities issued by any state of the United

States of America or any political subdivision of any such state or any public instrumentality thereof

having maturities of not more than one (1) year from the date of acquisition thereof and, at the time of

acquisition, having a rating of AA- or higher from S&P or Fitch or Aa3 or higher from Moody’s (or, if at

any time neither S&P, Fitch nor Moody’s shall be rating such obligations, an equivalent rating from

another nationally recognized rating service); (c) investments in commercial paper maturing within two

hundred seventy (270) days from the date of acquisition thereof and having, at such date of acquisition, a

rating of at least A-1 or P-1 from either S&P, Fitch or Moody’s (or, if at any time neither S&P, Fitch nor

Moody’s shall be rating such obligations, an equivalent rating from another nationally recognized rating

service); (d) demand deposits, time deposits, certificates of deposit, banker’s acceptances and time

deposits maturing within two hundred seventy (270) days from the date of acquisition thereof issued or

guaranteed by or placed with, and money market deposit accounts or deposit accounts issued or offered

by, any domestic office of any commercial bank organized under the laws of the United States of

America, any State thereof, any country that is a member of the OECD or any political subdivision

thereof, that has a combined capital and surplus and undivided profits of not less than $500,000,000; (e)

fully collateralized repurchase agreements with a term of not more than thirty (30) days for securities

described in the foregoing clauses (a) and (b) and entered into with a financial institution satisfying the


	7

criteria of the foregoing clause (d); (f) securities issued by any entity that have a rating of AA+ from S&P

or Fitch or Aa1 from Moody’s (or, if at any time neither S&P, Fitch nor Moody’s shall be rating such

obligations, an equivalent rating from another nationally recognized rating service); (g) marketable short-

term money market and similar funds having a rating of at least P-2 or A-2 from either Moody’s, Fitch or

S&P, respectively (or, if at any time neither Moody’s, Fitch nor S&P shall be rating such obligations, an

equivalent rating from another rating agency); and (h) investments in “money market funds” within the

meaning of Rule 2a-7 of the Investment Company Act of 1940, substantially all of whose assets are

invested in investments of the type described in the foregoing clauses (a) through (f).

“Cash Management Obligations” means (1) obligations in respect of any overdraft and related

liabilities arising from treasury, depository, cash pooling arrangements, electronic fund transfer, treasury

services and cash management services, including controlled disbursement services, working capital lines,

lines of credit, overdraft facilities, foreign exchange facilities, deposit and other accounts and merchant

services, or other cash management arrangements or any automated clearing house arrangements, (2)

other obligations in respect of netting or setting off arrangements, credit, debit or purchase card programs,

stored value card and similar arrangements and (3) obligations in respect of any other services related,

ancillary or complementary to the foregoing (including any overdraft and related liabilities arising from

treasury, depository, cash pooling arrangements and cash management services, corporate credit and

purchasing cards and related programs or any automated clearing house transfers of funds).

“Casualty Event” means a casualty event that causes all or a material portion of the Project or the

Project Site to be damaged, destroyed or rendered unfit for normal use for any reason whatsoever, other

than (a) ordinary use and wear and tear or (b) any Event of Eminent Domain, as determined by the Issuer

in good faith.

“Change of Control” means the consummation of any transaction as a result of which either (x)

prior to the Initial Commencement Date, neither Parent nor any of its Affiliates has, or (y) on or after the

Initial Commencement Date, neither Parent, nor any of its Affiliates nor any Qualified Operator has,

primary operational control, directly or indirectly, with respect to the management or operation of the

Project Site.

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

Ratings Decline.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral” means all assets securing or purporting to secure the Notes, including (a) any Equity

Interests of the Issuer and any Equity Interests of any Subsidiary Guarantor held by any Company Party,

(b) all Property of the Company Parties, now owned or hereafter acquired by the Company Parties, and

“Collateral Agent” means The Bank of New York Mellon, in its capacity as collateral agent as

appointed pursuant to this Indenture and any of its successors in such capacity.

“Collateral Documents” means the Security Agreement (and any agreement entered into, or

required to be delivered, by any of the Company Parties, as applicable, pursuant to the terms of the

Security Agreement in order to perfect the Lien created on any Property pursuant thereto), the HoldCo

Pledge Agreement, the Mortgages, any account control agreement with any bank in respect of the Project

Accounts and any other Deposit Account (other than Excluded Accounts) and each other agreement that

creates or purports to create a Lien in favor of the Collateral Agent for the benefit of the Notes Secured

Parties to secure the obligations and liabilities of any Company Party under any Notes Document.

“Commencement Date” means the date on which the “Data Hall Commencement Date” (as

defined in the Data Center Lease) has occurred in respect of all Data Halls under the Data Center Lease.

“Company Order” means a written order signed in the name of the Issuer by one Authorized

Officer.


	8

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

each Subsidiary Guarantor.

“Completion Guarantee” means that certain Completion Guarantee, dated as of July 28, 2026, by

the Galaxy LP in favor of the Collateral Agent for the benefit of the Holders of the Notes, as the same

may be amended, supplemented or modified from time to time.

“Construction Period” means, with respect to the Project, the period from the Issue Date until the

occurrence of the Commencement Date.

“Contractual Obligations” means, as applied to any Person, any provision of any Capital Stock

issued by such Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or

other instrument to which such Person is a party or by which it or any of its Properties is bound.

“Corporate Trust Office of the Trustee” will be at the address of the Trustee specified in Section

13.01 hereof or such other address as to which the Trustee may give notice to the Issuer.

“Credit Facility” means, with respect to any Company Party, one or more debt facilities,

indentures or other arrangements (including commercial paper facilities and overdraft facilities) providing

for revolving credit loans, term loans, notes, receivables financing (including through the sale of

receivables to institutions or to special purpose entities formed to borrow from such institutions against

such receivables), letters of credit or other Debt, in each case, as amended, restated, modified, renewed,

refunded, replaced, restructured, refinanced, repaid, increased or extended in whole or in part from time to

time (and whether in whole or in part and whether or not with the original administrative agent and

lenders or another administrative agent or agents or other banks, institutions, investors or other similar

entities and whether provided under or more credit or other agreements, indentures, financing agreements

or otherwise) and in each case including all agreements, instruments and documents executed and

delivered pursuant to or in connection with the foregoing (including any notes and letters of credit issued

pursuant thereto and any guarantee and collateral agreement, patent and trademark security agreement,

mortgages or letter of credit applications and other guarantees, pledges, agreements, security agreements

and collateral documents). Without limiting the generality of the foregoing, the term “Credit Facility”

shall include any agreement or instrument (1) changing the maturity of any Debt incurred thereunder or

contemplated thereby, (2) adding Subsidiaries of the Issuer as additional borrowers or guarantors

thereunder, (3) increasing the amount of Debt incurred thereunder or available to be borrowed thereunder

or (4) otherwise altering the terms and conditions thereof.

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

successor entity thereto.

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

“Data Center Lease” means the lease agreement dated August 8, 2025, between Galaxy Power

LLC, as landlord, and CoreWeave, Inc., as tenant, as amended by that certain First Amendment, dated

January 21, 2026, and by that certain Second Amendment, dated June 3, 2026, as assigned to the

Landlord pursuant to the Assignment & Assumption Agreement, and as may be further amended,

supplemented, replaced (including by any Qualifying Data Center Lease or any novation of the Data

Center Lease), subdivided or modified from time to time.

“Data Center Lease Termination Fee” means any termination fee payable by the Tenant to any

Company Party upon a Data Center Lease Termination Event pursuant to the Data Center Lease, as

applicable.

“Data Center Project” means any data center project, including any projects that are related,

ancillary, incidental or complementary to any data center project, including (without limitation) any

projects related to power generation assets or infrastructure.


	9

“Data Hall” means each of the several data halls to be constructed pursuant to the Data Center

Lease.

“Debt” as applied to any Person, means, without duplication, (a) all obligations of such Person for

borrowed money; (b) that portion of obligations with respect to Finance Lease Obligations that is properly

classified as a liability on a balance sheet in conformity with GAAP; (c) all obligations of such Person

evidenced by notes, bonds, debentures, drafts or other similar instruments representing extensions of

credit whether or not representing obligations for borrowed money; (d) all obligations of such Person in

respect of the deferred purchase price of property (excluding (i) trade payables, (ii) expenses accrued in

the ordinary course of business and (iii) obligations resulting from take-or-pay contracts entered into in

the ordinary course of business) which purchase price is due more than six (6) months after the date of

placing such property in service or taking delivery of title thereto; (e) all Debt of others secured by any

Lien on property owned or acquired by such Person, whether or not the Debt secured thereby has been

assumed; provided that the amount of such Debt will be the lesser of (i) the Fair Market Value of such

asset as determined by such Person in good faith on the date of determination and (ii) the amount of such

Debt of other Persons; (f) the face amount of any letter of credit issued for the account of such Person or

as to which such Person is otherwise liable for reimbursement of drawings; and (g) the net mark-to-

market exposure of such Person in respect of any exchange traded or over the counter derivative

transaction; provided that in no event shall (A) deferred compensation arrangements, (B) non-compete or

consulting obligations, (C) earn out obligations until such obligations are earned or mature in accordance

with GAAP, (D) asset retirement obligations, (E) any obligations of any Company Party that arise from

the payment of funds to such Company Party pursuant to the terms of any Project Documents or any

Additional Project Documents, (F) working capital or other adjustments to purchase price or

indemnification obligations under purchase agreements (except to the extent that the amount payable is,

or becomes, reasonably determinable and would be reflected on a balance sheet in accordance with

GAAP), (G) any Debt the proceeds of which are held in escrow (but only prior to the release of such

proceeds from escrow) and (H) Cash Management Obligations, in each case, constitute Debt of a Person.

“Debt Service” means, for any period, the sum of any of the following amounts that are payable

in cash (without duplication) (a) all scheduled principal payable (including Installments) during such

period in respect of any senior secured or unsecured debt facility, including the Notes and (b) the amount

of interest expense in respect of any senior secured or unsecured debt facility, including the Notes.

“Debt Service Coverage Ratio” means, as of any date, the ratio of (i) the Issuer’s estimated Net

Operating Income for the next four (4) Fiscal Quarters (as calculated by the Issuer in good faith) to (ii) the

Debt Service required in respect of the Notes during such period (after giving effect to any repayments,

repurchases or other redemptions of the Notes estimated during such period).

“Debt Service Reserve Required Amount” means the sum of:

(1)on the Issue Date and each Payment Date thereafter that occurs during the Construction

Period, an amount equal to the sum of: (i) $285,052,395.04 (which represents (x) the

estimated amount of interest in respect of the Notes that will accrue during the

Construction Period (as determined in good faith by the Issuer, as of the Issue Date),

minus (y) the Net Operating Income expected to be generated by the Company Parties

during the Construction Period, minus (z) without duplication of any amounts included in

the foregoing clause (y), the estimated interest, dividends or other amounts that will be

payable to, or otherwise earned by, the Company Parties during the Construction Period

in respect of all amounts deposited in the Debt Service Reserve Account or other Deposit

Accounts of the Company Parties), minus (ii) the amount of interest that has been paid in

respect of the Notes since the Issue Date and on or prior to such Payment Date, plus (iii)

the amount of scheduled interest due on the next Payment Date, plus (iv) the Installment

due on the Amortization Commencement Date; and

(2)on each Payment Date that occurs after the Construction Period, an amount equal to the

sum of: (i) the amount of scheduled interest due on the next Payment Date and (ii) the

Installment due on the next Payment Date;


	10

provided that if, and for so long as, the Notes are rated Investment Grade by any Rating Agency

(I) the amounts referred to in the foregoing clauses (1)(iii) and (2)(i) shall instead equal 50% of

the amount of scheduled interest due on the next Payment Date and (II) the amounts referred to in

the foregoing clauses (1)(iv) and (2)(ii) shall instead equal 50% of the Installment due on the next

Payment Date.

“Default” means any Event of Default or a condition or event that, after notice or lapse of time or

both, would constitute an Event of Default.

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and

issued in accordance with Section 2.06 hereof, substantially in the form of Exhibit A hereto, except that

such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of

Interests in the Global Note” attached thereto.

“Deposit Account” means a demand, time, savings, checking, passbook or like account with a

bank, savings and loan association, credit union or like organization, other than an account evidenced by a

negotiable certificate of deposit.

“Depository” means DTC, its nominees and their respective successors.

“Derivative Instrument” with respect to a Person, means any contract, instrument or other right to

receive payment or delivery of cash or other assets to which such Person or any Affiliate of such Person

that is acting in concert with such Person in connection with such Person’s investment in the Notes (other

than a Screened Affiliate) is a party (whether or not requiring further performance by such Person), the

value and/or cash flows of which (or any material portion thereof) are materially affected by the value

and/or performance of the Notes and/or the creditworthiness of the Issuer and any Subsidiary Guarantors

(the “Performance References”).

“Designated Noncash Consideration” means the Fair Market Value of non-cash consideration

received by any Company Party in connection with an Asset Sale that is so designated as Designated

Noncash Consideration pursuant to an Officer’s Certificate, less the amount of cash or Cash Equivalents

received in connection with a subsequent sale of such Designated Noncash Consideration.

“Development Services Agreement” means (i) the Existing Development Services Agreement and

(ii) one or more agreements by and between one or more Company Parties and any Person for the

development and/or construction of the Project, the Data Center Lease and/or all or any portion of the

Data Center Campus or the Project Site, as the same may be amended, supplemented, replaced, renewed

or modified from time to time.

“Disqualified Equity Interests” means any Capital Stock which, by its terms (or by the terms of

any security or other Capital Stock into which it is convertible or for which it is exchangeable), or upon

the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for

Capital Stock which are not otherwise Disqualified Equity Interests), pursuant to a sinking fund

obligation or otherwise, (b) is redeemable at the option of the holder thereof (other than solely for Capital

Stock which are not otherwise Disqualified Equity Interests), in whole or in part, (c) provides for the

scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Debt

or any other Capital Stock that would constitute Disqualified Equity Interests, in each case, prior to the

date that is ninety-one (91) days after the maturity date of the Notes. Notwithstanding the preceding

sentence, (A) if such Capital Stock is issued pursuant to any plan for the benefit of directors, officers,

employees, members of management, managers or consultants or by any such plan to such directors,

officers, employees, members of management, managers or consultants, in each case, in the ordinary

course of business of the Issuer or any Subsidiary, such Capital Stock shall not constitute Disqualified

Equity Interests solely because it may be required to be repurchased by the issuer thereof in order to

satisfy applicable statutory or regulatory obligations, and (B) no Capital Stock held by any future, present

or former employee, director, officer, manager, member of management or consultant (or their respective

Affiliates or immediate family members) of the Issuer (or any Subsidiary) shall be considered

Disqualified Equity Interests because such stock is redeemable or subject to repurchase pursuant to any

management equity subscription agreement, stock option, stock appreciation right or other stock award


	11

agreement, stock ownership plan, put agreement, stockholder agreement or similar agreement that may be

in effect from time to time.

“Distribution Account” means any account that holds, among other things, any of the following:

(1) any Declined Asset Sale Proceeds, (2) any amounts received in respect of any Excluded Property, (3)

any Excess Termination Fee Funds, (4) any contributions of Property (including Cash and Cash

Equivalents) to any Company Party, (5) Excess DSRA Funds, and (6) any amounts remaining after the

funds in the Revenue Account are applied in accordance with clauses (1) through (3) of Section 4.23(g).

“Distribution Compliance Period” means the forty (40) day distribution compliance period as

defined in Regulation S.

“Dollars” and the sign “$” mean the lawful currency of the United States of America.

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

“Electronic Means” shall mean the following communications methods: e-mail, secure electronic

transmission containing applicable authorization codes, passwords and/or authentication keys issued by

the Trustee or Collateral Agent, as applicable, or another method or system specified by the Trustee or

Collateral Agent, as applicable, as available for use in connection with its services hereunder.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital

Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means (a) a public or private sale of the Capital Stock of the Issuer or any of its

direct or indirect parent companies (excluding Disqualified Equity Interest) or (b) any cash contribution to

the equity capital of the Issuer, other than: (i) public offerings with respect to the Issuer’s or any direct or

indirect parent company’s common stock registered on Form S-8; and (ii) issuances to any Subsidiary of

the Issuer, in each case made after the Issue Date.

“Euroclear” means Euroclear Bank SA/NV, as operator of the Euroclear System, and any

successor thereto.

“Event of Eminent Domain” means any action, series of actions, omissions or series of omissions

by any Governmental Authority (a) by which such Governmental Authority appropriates, confiscates,

condemns, expropriates, nationalizes, seizes or otherwise takes all or a material portion of the Property of

any Company Party (including any Capital Stock of any Company Party) or (b) by which such

Governmental Authority assumes custody or control of the Property (other than immaterial portions of

such Property) or business operations of any Company Party or any Capital Stock of any Company Party,

in each case, that is reasonably anticipated to last for more than ninety (90) consecutive days.

“Excess Data Center Capacity” means any interconnection capacity that is not allocated to the

Data Center Lease and all other assets, rights and attributes of the Company Parties and/or the Project, as

applicable, that are directly related to such unallocated capacity.

“Excess Property” means each of the following and any other property or assets (whether tangible

or intangible) related thereto: (i) the Substation, (ii) any water rights that are not required for the Project,

(iii) any assets owned by any Company Parties related to any “behind-the-meter” solution related to the

Project, the Project Site or any Additional Project, (iv) any property or assets of any kind held by any

Company Party and that are not reasonably expected to be required for such Company Party to perform

its obligations under the Data Center Lease (as determined by the Issuer in good faith), (v) the

proportionate share of any Company Party’s co-tenancy interest or other ownership interest in the Shared

Facilities not required for the Project, and (vi) Excess Data Center Capacity; provided that, for the

avoidance of doubt, the Landlord’s tenancy in common interest in the Existing Shared Facilities shall not

be considered Excess Property other than pursuant to clauses (iv) or (v) of this definition.


	12

“Excess Termination Fee Funds” means (i) any funds contained in the Designated Account after

the completion of a Termination Fee Offer and (ii) any Data Center Lease Termination Fee received in

respect of a Data Center Lease that is not required to be used in connection with the Termination Fee

Offer relating to the termination of such Data Center Lease.

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

any successor statute.

“Excluded Accounts” means (a) trust fund accounts and escrow accounts held exclusively for the

benefit of an unaffiliated third party and payroll accounts, in each case, to the extent solely used for such

purpose, (b) accounts maintained solely for the purpose of consummating ordinary course transactions

that do not have an average aggregate daily balance which exceeds $5.0 million, (c) any Distribution

Account, (d) after the Commencement Date, the Notes Proceeds Account, (e) deposit accounts maintained

solely as zero balance disbursement accounts other than the Project Accounts and (f) any cash collateral

accounts funded by the Tenant and held for the benefit of any counterparty to Hedging Obligations;

provided that, notwithstanding anything to the contrary in this definition or the Notes Documents and

subject to clause (d) of this definition, in no event shall any Project Account at any time constitute an

Excluded Account.

“Excluded Property” means:

(1)any contracts, permits, licenses, leases, accounts, general intangibles (other than any

capital stock), payment intangibles, chattel paper, letter-of-credit rights and promissory

notes (including any of its rights or interests thereunder) if the grant of such security

interest therein shall (i) give any other Person party to such contract, permit, license,

lease, account, general intangible (other than any capital stock), payment intangible,

chattel paper, letter of credit or promissory note the right to terminate its obligations

thereunder, (ii) constitute or result in the abandonment, invalidation or unenforceability

of any right, title or interest of the Issuer or a Subsidiary Guarantor in or under such

contract, permit, license, lease, account, general intangible (other than any capital stock),

payment intangible, chattel paper, letter of credit or promissory note, (iii) require any

consent not obtained under any such contract, permit, license, lease, account, general

intangible (other than any capital stock), payment intangible, chattel paper, letter of credit

or promissory note or (iv) constitute or result in a prohibition, breach or termination

pursuant to the terms of any such contract, permit, license, lease, account, general

intangible (other than any capital stock), payment intangible, chattel paper, letter of credit

or promissory note (in each case of clauses (i) through (iv), after giving effect to

Sections 9-406, 9-407, 9-408 and 9-409 of the UCC (and any successor provision or

provisions) of any relevant jurisdiction and any other applicable law (including the

Bankruptcy Code) or principles of equity);

(2)any contracts, permits, licenses, leases, accounts, general intangibles (other than any

capital stock), payment intangibles, chattel paper, letter-of-credit rights and promissory

notes (including any of its rights or interests thereunder) to the extent that a security

interest therein is prohibited by or in violation of any law, rule or regulation or under the

terms of such contracts, permits, licenses, leases, accounts, general intangibles, payment

intangibles, chattel paper, letter-of-credit rights and promissory notes applicable to the

Issuer or a Subsidiary Guarantor (other than to the extent that any such prohibition or

violation would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or

9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction

or any other applicable law (including the Bankruptcy Code) or principles of equity) or

which would require governmental (including regulatory) consent; provided that any such

property described in this paragraph (2) and the foregoing paragraph (1) shall constitute

Excluded Property only to the extent and for so long as the consequences specified above

shall exist and shall cease to be Excluded Property and shall become subject to the Lien

granted under the Collateral Documents, immediately and automatically, at such time as

no such consequences shall exist;


	13

(3)all motor vehicles, vessels, cars, trucks, trailers, aircraft, rolling stock, construction and

earthmoving equipment and any other assets subject to a certificate of title law of any

state (other than to the extent a security interest therein can be perfected by the filing of a

UCC-1 financing statement);

(4)assets subject to Finance Lease Obligations, purchase money financing and cash to secure

letter of credit reimbursement obligations to the extent such Finance Lease Obligations,

purchase money financing or letters of credit are not prohibited under this Indenture and

the terms thereof prohibit a grant of a security interest therein;

(5)Excluded Accounts;

(6)any letter-of-credit right to the extent a security interest in such letter-of-credit right

cannot be perfected by a filing of a UCC financing statement (it being understood that no

actions shall be required to perfect a security interest in letter-of-credit rights, other than

the filing of a UCC financing statement);

(7)any commercial tort claim;

(8)any intent-to-use application for registration of a trademark filed pursuant to Section 1(b)

of the Lanham Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant

to Section 1(d) of the Lanham Act or an “Amendment to Allege Use” pursuant to

Section 1(c) of the Lanham Act with respect thereto, to the extent, if any, that, and solely

during the period, if any, in which, the grant of a security interest therein would impair

the validity or enforceability of any registration that issues from such intent-to-use

trademark application under applicable federal law;

(9)to the extent pledged to a commodity counterparty, such as an energy manager or fuel

supplier in the ordinary course of business, accounts receivable (and accounts into which

the proceeds of such accounts receivable are deposited, including “lockbox” and similar

accounts) owed by any Person to the Issuer or any Subsidiary Guarantor for the purchase

of electric energy and other related products or services (but excluding, as of any date,

any such accounts receivable, accounts or proceeds held by or pledged to such

commodity counterparty in excess of fifty-five (55) days as of such date);

(10)margin, clearing or similar accounts with or on behalf of brokers, credit clearing

organizations, independent system operators, regional transmission organizations,

pipelines, state agencies, federal agencies, futures contract brokers, exchanges related to

the trading of energy (including the Intercontinental Exchange), customers, trading

counterparties, or any other parties or issuers of surety bonds and any proceeds thereof, in

the ordinary course of business;

(11)“Margin Stock” within the meaning of Regulation U of the Board of Governors of the

Federal Reserve System (as in effect from time to time);

(12)any Real Estate Asset with a Fair Market Value (as determined in good faith by the Issuer

or such Subsidiary Guarantor) of less than $5.0 million or with respect to which the

Issuer shall have reasonably determined that the costs (including recording Taxes and

filing fees) of creating and perfecting a Lien on such Real Estate Asset are excessive in

relation to the value of the security afforded thereby or where the Issuer reasonably

determines that perfection would not be customary for similarly situated project

financings;

(13)any particular assets if the creation or perfection of pledges of, or security interests in,

any property or assets would result in material adverse tax consequences to the Issuer or

any Subsidiary Guarantor, or any direct or indirect parent entity of the Issuer, as

reasonably determined by the Issuer or any Subsidiary Guarantor in good faith; provided


	14

that in no event shall any material portion of any Building or any Real Estate Asset

related thereto constitute Excluded Property as a result of the foregoing;

(14)any particular assets if the Issuer or any Subsidiary Guarantor reasonably determines that

the burden, cost or consequences (including any adverse tax consequences) of creating or

perfecting such pledges or security interests therein are excessive in relation to the

practical benefits to be obtained therefrom by the Notes Secured Parties;

(15)any assets sold or otherwise transferred to any Person other than the Issuer or any

Subsidiary Guarantor in compliance with the Notes Documents;

(16)any distribution or other Restricted Payments which the Issuer in turn distributes to any

parent company or any other Person upon any such distribution; provided that such

distribution or other Restricted Payment to any parent company or any such other Person

is made pursuant to, or otherwise in accordance with, the terms of this Indenture;

(17)any Excess Property;

(18)[reserved];

(19)any governmental licenses or state or local franchises, charters and authorizations, to the

extent a security interest in any such license, franchise, charter or authorization is

prohibited or restricted thereby after giving effect to the anti-assignment provision of the

Uniform Commercial Code and other applicable law, other than proceeds and receivables

thereof, the assignment of which is expressly deemed effective under the Uniform

Commercial Code or other applicable law notwithstanding such prohibition or restriction;

(20)to the extent not constituting an Excluded Account, any deposit accounts, securities

accounts or any similar accounts (including securities entitlements) (in each case, other

than proceeds of Collateral) and any other accounts used solely as payroll and other

employee wage and benefit accounts, tax accounts (including, without limitation, sales

tax accounts) and any tax benefits accounts, escrow accounts, fiduciary or trust accounts

and any funds and other property held in or maintained in any such accounts; and

(21)any Declined Asset Sale Proceeds and any Excess Termination Fee Funds;

provided that, in no event shall the Capital Stock issued by any Company Party constitute

Excluded Property.

“Existing Development Services Agreement” means that certain development services agreement,

dated July 22, 2026, between Galaxy Development Services LLC and the Landlord, as the same may be

amended, supplemented, replaced, renewed or modified from time to time.

“Existing Property Management Agreement” means that certain property management agreement,

dated July 22, 2026, between Galaxy Power LLC and the Landlord, as the same may be amended,

supplemented, replaced, renewed or modified from time to time.

“Existing Shared Facilities” means the assets, properties, facilities and other rights that are

subject to the Existing Shared Facilities Agreement.

“Existing Shared Facilities Agreement” means that certain Shared Facilities Agreement, dated as

of August 8, 2025, by and among the Landlord, Galaxy Power LLC, a Delaware limited liability

company, Galaxy Helios I LLC, a Delaware limited liability company, and Galaxy Helios III LLC, a

Delaware limited liability company, as may be amended, supplemented, replaced or modified from time

to time.


	15

“FATCA” means Sections 1471 through 1474 of the Code and any current or future U.S. Treasury

Regulations or rulings promulgated thereunder.

“Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated

willing seller in a transaction not involving distress or necessity of either party, determined in good faith

by an authorized officer of the Issuer.

“Finance Lease Obligations” of any Person means the obligations of such Person to pay rent or

other amounts under any lease of (or other arrangement conveying the right to use) real or personal

property, or a combination thereof, which obligations are required to be classified and accounted for as

finance leases on a balance sheet of such Person under GAAP; provided that (x) the amount of such

obligations shall be the amount thereof determined in accordance with GAAP and (y) the final maturity of

such obligations shall be the date of the last payment due under such lease (or other arrangement) before

such lease (or other arrangement) may be terminated by the lessee without payment of a premium or

penalty.

“First Lien Intercreditor Agreement” means a first lien intercreditor agreement substantially in

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

“Fiscal Quarter” means a fiscal quarter of any Fiscal Year.

“Fiscal Year” means a fiscal year of the Company Parties ending on December 31 of each

calendar year.

“Fitch” means Fitch Ratings, Inc. or any of its successors or assigns that is a Nationally

Recognized Statistical Rating Organization.

“Fixed GAAP Date” means the Issue Date; provided that at any time after the Issue Date, the

Issuer may, by written notice to the Trustee, elect to change the Fixed GAAP Date to be the date specified

in such notice, and upon such notice, the Fixed GAAP Date shall be such date for all periods beginning

on and after the date specified in such notice.

“Fixed GAAP Terms” means (a) the definitions of the terms “Finance Lease Obligations”, “Debt”,

and “debt for borrowed money”, including any future changes in GAAP that would require lease (or

“synthetic lease”) obligations to be included as Debt on a Company Party’s balance sheet, (b) all defined

terms in this Indenture to the extent used in or relating to any of the foregoing definitions, and all ratios

and computations based on any of the foregoing definitions, and (c) any other term or provision of this

Indenture that may be specified by the Issuer by written notice to the Trustee from time to time; provided

that a Company Party may elect to remove any term from constituting a Fixed GAAP Term.

“Full Budgeted Cost of Construction” means, with respect to the Project or any Additional

Project, the total budgeted costs to develop the Project, including all costs constituting “Landlord

Construction Costs” (as defined in the Data Center Lease), or such Additional Project (inclusive of (v)

any closing costs, (w) property acquisition costs, (x) interest expected to accrue (i) with respect to the

Project, on any Debt related to the Project during the Construction Period or (ii) with respect to any

Additional Projects, on any Debt related to any Additional Project prior to the later of (i) the “final

commencement date” (or equivalent term) for such Additional Project and (ii) full completion of

construction of such Additional Project, (y) the Debt Service Reserve Required Amount (or equivalent

term with respect to any Additional Project), and (z) any financing and other fees, expenses and payments

in connection with the construction of the Project and any Additional Project and the issuance of any Debt

related thereto), as determined by the Issuer in good faith.

“GAAP” means generally accepted accounting principles in the United States of America, as in

effect on the applicable Fixed GAAP Date consistently applied.

“Galaxy LP” means Galaxy Digital Holdings LP, a Delaware limited partnership.


	16

“Global Note Legend” means the legend set forth in Section 2.06(g)(2), which is required to be

placed on all Global Notes issued under this Indenture.

“Global Notes” means, individually and collectively, each of the Global Notes substantially in the

form of Exhibit A hereto, issued in accordance with Section 2.01 hereof.

“Government Securities” means direct obligations of, or obligations guaranteed by, the United

States of America (including any agency or instrumentality thereof) for the payment of which obligations

or guarantees the full faith and credit of the United States of America is pledged and which are not

callable or redeemable at the Issuer’s option.

“Governmental Authority” means any federal, state, municipal, national or other government,

governmental department, commission, board, bureau, court, agency or instrumentality or political

subdivision thereof, any entity, officer or examiner exercising executive, legislative, judicial, regulatory

or administrative functions of or pertaining to any government or any court, in each case whether

associated with a state of the United States, the United States or, to the extent applicable and legally

binding, a foreign entity or government or any securities exchange (including any supra-national bodies

such as the European Union or the European Central Bank), any self-regulatory organization (including

the National Association of Insurance Commissioners), the Electric Reliability Council of Texas, Inc.

(“ERCOT”), the Texas Reliability Entity, Inc.(“TRE”), and any applicable regional transmission

organization or independent system operator as approved by the Federal Energy Regulatory Commission

(FERC) or the North American Electric Reliability Corporation (NERC).

“Governmental Authorization” means any authorization, approval, consent, franchise, license,

covenant, order, ruling, permit, certification, exemption, notice, declaration or similar right, undertaking

or other action of, to or by, or any filing, qualification or registration with, any Governmental Authority.

“Grantors” means HoldCo, the Issuer and each Subsidiary Guarantor.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under

(1) any power hedges, rate swap transactions, basis swaps, credit derivative transactions, forward rate

transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index

swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond

price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap

transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap

transactions, currency options, spot contracts, or any other similar agreements or transactions or any

combination of any of the foregoing (including any options to enter into any of the foregoing), whether or

not any such transaction is governed by or subject to any master agreement, and (2) any and all

transactions of any kind, and the related confirmations, which are subject to the terms and conditions of,

or governed by, any form of master agreement published by the International Swaps and Derivatives

Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement

(any such master agreement, together with any related schedules, a “Master Agreement”), including any

such obligations or liabilities under any Master Agreement.

“HoldCo” means Galaxy Helios II Qualified Opportunity Zone Business, LLC, a Delaware

limited liability company, and each of its successors and assigns.

“HoldCo Pledge Agreement” means that certain pledge agreement, dated as of the Issue Date, by

and between HoldCo and the Collateral Agent relating to the pledge by HoldCo of its Equity Interests of

the Issuer, as the same may be amended, supplemented, restated, replaced or modified from time to time.

“Holder” means the Person in whose name a Note is registered on the registrar’s books; provided,

however, that in connection with the giving of any consent, instruction or authorization for purposes of

the provisions in accordance with Article 9, beneficial owners of interests in a Note may constitute

“Holders”, and in connection therewith, the Issuer, any Subsidiary Guarantor, the Trustee, any Authorized

Officer signing an Officer’s Certificate and any counsel delivering an Opinion of Counsel shall be

permitted to rely in good faith on customary certificates of beneficial ownership as evidence of holdings


	17

of such interests (without, for the avoidance of doubt, DTC proxies, medallion-stamped guarantees or

other similar evidence).

“Independent Financial Advisor” means an accounting, appraisal or investment banking firm or

consultant of nationally recognized standing.

“Initial Commencement Date” means the occurrence of the initial “Data Hall Commencement

Date” as defined in the Data Center Lease, in respect of the first Data Hall.

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

Participant.

“Initial Notes” means the $3,507,000,000 aggregate principal amount of 9.875% Senior Secured

Notes due 2031 issued under this Indenture on the Issue Date.

“Insolvency or Liquidation Proceeding” means:

(1)any voluntary or involuntary case or proceeding under any Bankruptcy Law with respect

to the Issuer or any Subsidiary Guarantor;

(2)any other voluntary or involuntary insolvency, reorganization or bankruptcy case or

proceeding, or any receivership, liquidation, reorganization or other similar case or

proceeding with respect to the Issuer or any Subsidiary Guarantor or with respect to a

material portion of their respective assets;

(3)any liquidation, dissolution, reorganization or winding up of the Issuer or any Subsidiary

Guarantor whether voluntary or involuntary and whether or not involving insolvency or

bankruptcy; or

(4)any assignment for the benefit of creditors or any other marshalling of assets and

liabilities of the Issuer or any Subsidiary Guarantor.

“Intellectual Property” means the following intellectual property rights, both statutory and

common law rights, if applicable: (a) copyrights and registrations and applications for registration thereof,

(b) trademarks, service marks, trade names, slogans, domain names, logos, trade dress and registrations

and applications for registration thereof, (c) patents, as well as any reissued and reexamined patents and

extensions corresponding to the patents and any patent applications, as well as any related continuation,

continuation in part and divisional applications and patents issuing therefrom and (d) trade secrets and

confidential information, including proprietary designs, concepts, compilations of information, methods,

techniques, procedures, processes and other know-how, whether or not patentable.

“Investment” means (a) any direct or indirect purchase or other acquisition by a Company Party

of, or of a beneficial interest in, any of the Securities of any other Person; (b) any direct or indirect

redemption, retirement, purchase or other acquisition for value, by a Company Party from any Person, of

any Capital Stock of such Person; and (c) any direct or indirect loan, guarantee, advance (other than

advances to employees for moving, entertainment and travel expenses, drawing accounts and similar

expenditures in the ordinary course of business) or capital contributions by a Company Party to any other

Person, including all indebtedness and accounts receivable from that other Person that are not current

assets or did not arise from sales to that other Person in the ordinary course of business. The amount of

any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without

any adjustments for increases or decreases in value, or write ups, write downs or write offs with respect to

such Investment; provided that any returns or distributions of capital or repayment of principal received

by such other Person with respect thereto shall reduce the amount of an Investment; provided, further,

that if a distribution reduces the amount of an Investment below zero, then such amount will deemed to be

zero Dollars, but the Company Parties may count the unused portion of the distribution against future

Investments.


	18

“Investment Grade” means a rating of BBB- or higher by S&P, Baa3 or higher by Moody’s or

BBB- or higher by Fitch or the equivalent of such ratings by S&P, Moody’s or Fitch. In the event that the

Issuer shall select any other Rating Agency, the equivalent of such ratings by such Rating Agency shall be

used.

“Issue Date” means July 28, 2026.

“Issue Date Budget” means the financial model provided by the Issuer to the initial purchasers of

the Notes on or prior to the Issue Date, in accordance with which the “Illustrative Cash Flows” presented

in the Offering Memorandum have been prepared.

“Issuer” has the meaning specified in the preamble hereto until a successor replaces it pursuant to

the applicable provisions of this Indenture, and thereafter “Issuer” shall mean such successor Issuer.

“Joint Venture” means a joint venture, partnership or other similar arrangement, whether in

corporate, partnership or other legal form; provided that in no event shall any corporate Subsidiary of any

Person be considered to be a Joint Venture to which such Person is a party.

“Landlord” means Galaxy Helios II LLC, a Delaware limited liability company.

“Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties,

rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities,

including the interpretation or administration thereof by any Governmental Authority charged with the

enforcement, interpretation or administration thereof, and all applicable administrative orders, directed

duties, requests, licenses, and Governmental Authorizations of, and agreements with, any Governmental

Authority.

“Lien” means, with respect to any property or asset, any mortgage, pledge, security interest,

encumbrance or lien of any kind in the nature of security or any other agreement or arrangement having a

similar effect; provided that in no event shall an operating lease be deemed to constitute a Lien. For the

avoidance of doubt, “Lien” shall not include any netting or set-off arrangements under any Contractual

Obligation (other than any Contractual Obligation constituting debt for borrowed money) otherwise

permitted under the terms of this Indenture.

“Loan to Cost Ratio” means, at any time, the ratio (expressed as a percentage) of (i) the total

outstanding Debt for borrowed money of the Company Parties designated by the Issuer as Debt related to

the Project, less Cash and Cash Equivalents of the Company Parties and any Net Operating Income

reasonably expected to be generated by the Company Parties prior to the Commencement Date (other

than (i) amounts maintained in the Notes Proceeds Account from the issuance of the Notes on the Issue

Date and (ii) the net proceeds of any Debt that is incurred after the Issue Date solely in reliance on a Loan

to Cost Ratio calculation) to (ii) the aggregate amount of all costs, fees and expenses incurred or

reasonably expected to be incurred by the Company Parties with respect to the development, construction,

financing, operation and leasing of the Project (as determined by the Issuer in good faith) as of the date of

determination.

“Long Derivative Instrument” means a Derivative Instrument (i) the value of which generally

increases, and/or the payment or delivery obligations under which generally decrease, with positive

changes to the Performance References and/or (ii) the value of which generally decreases, and/or the

payment or delivery obligations under which generally increase, with negative changes to the

Performance References.

“Management Services Agreement” means one or more agreements by and between one or more

Company Parties and any Person for the management of the Project, the Data Center Lease and/or all or

any portion of the Data Center Campus or the Project Site, as the same may be amended, supplemented,

replaced, renewed or modified from time to time.

“Margin Stock” has the meaning specified in Regulation U.


	19

“Market Intercreditor Agreement” means an intercreditor or subordination agreement or

arrangement (which may take the form of a “waterfall” or similar provision) the terms of which are either

(a)(i) consistent with market terms governing intercreditor arrangements for the sharing or subordination

of Liens or arrangements relating to the distribution of payments, as applicable, at the time the applicable

agreement or arrangement is proposed to be established in light of the type of Debt subject thereto or (ii)

taken as a whole, not materially less favorable to the Holders of the Notes than the terms of any

Acceptable Intercreditor Agreement governing similar priorities that is then in effect, in each case as

determined by the Issuer in good faith or (b) in the event an “Acceptable Intercreditor Agreement” has

been entered into after the Issue Date meeting the requirement of the preceding clause (a), the terms of

which are, taken as a whole, not materially less favorable to the Holders of the Notes than the terms of

such Acceptable Intercreditor Agreement to the extent such agreement governs similar priorities, in each

case of the foregoing clauses (a) or (b) as determined by the Issuer in good faith.

“Material Adverse Effect” means a material adverse effect on (a) the business, assets, financial

condition or results of operations of the Company Parties, taken as a whole, (b) the ability of the

Company Parties, taken as a whole, to fully and timely perform their Obligations under the Notes

Documents or (c) the rights and remedies of the Holders, taken as a whole, under the Notes Documents.

“Moody’s” means Moody’s Investors Service, Inc. or any successor thereof.

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

Mortgages.

“Mortgages” mean, collectively, the mortgages, deeds of trust, deeds to secure debt and other

security documents (including amendments to any of the foregoing) delivered with respect to Real Estate

Assets, as amended, supplemented or otherwise modified from time to time including all such changes as

may be required to account for local law matters.

“Nationally Recognized Statistical Rating Organization” means a nationally recognized statistical

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

“Net Cash Proceeds” means:

(1)with respect to any proceeds of or under any casualty or property insurance, indemnity,

condemnation awards, warranty or guaranty (including any proceeds received from

business interruption insurance, or payments in lieu thereof) received by any Company

Party in connection with the occurrence of any Casualty Event or Event of Eminent

Domain, the sum of Cash and Cash Equivalents received by such Company Party in

connection with such Casualty Event or Event of Eminent Domain net of the sum of

(A) all reasonable out of pocket costs and expenses (including legal and accounting fees

and expenses, underwriting discounts, investment banking fees, commissions, collection

expenses and other customary transaction costs) paid or reasonably estimated to be

payable by the Company Parties in connection with such event or with the collection,

enforcement, negotiation, consummation, settlement, proceedings, administration or other

activity related to the receipt or collection of the relevant proceeds, (B) federal, state,

provincial, foreign and local Taxes reasonably estimated to be actually payable within the

current or the immediately succeeding tax year as a result of any gain recognized in

connection therewith (including any Permitted Tax Distribution Amount) and (C) the

amount of any reserves established by the Company Parties to fund contingent liabilities

reasonably estimated to be payable, in each case, that are directly attributable to such

event (as determined reasonably and in good faith by an officer of any such Company

Parties); and

(2)with respect to any Asset Sale (including in connection with issuance of Capital Stock),

the sum of the Cash and Cash Equivalents received by a Company Party in respect of

such Asset Sale (including any cash received in respect of or upon the sale or other

disposition of any Designated Noncash Consideration received in any Asset Sale and any

cash payments received by way of deferred payment of principal pursuant to a note or


	20

installment receivable or otherwise, but only as and when received, but excluding the

assumption by the acquiring person of Debt relating to the disposed assets or other

consideration received in any other non-cash form), net of the costs relating to such Asset

Sale or the applicable asset and the sale or disposition of such Designated Noncash

Consideration (including, without limitation, legal, accounting and investment banking

fees, payments made in order to obtain a necessary consent or required by applicable law,

payments to employees and brokerage and sales commissions), taxes paid or payable (in

the good faith determination of the Issuer) as a result thereof (including any tax

distributions), amounts required to be applied to the repayment of principal, premium (if

any) and interest on Debt required (other than with respect to the Notes) to be paid as a

result of such transaction, required payments of other obligations relating to the

applicable asset, any deduction of appropriate amounts to be provided by any Company

Party as a reserve in accordance with GAAP against any liabilities associated with the

asset disposed of in such transaction and retained by such Company Party after such sale

or other disposition thereof, including, without limitation, pension and other post-

employment benefit liabilities and liabilities related to environmental matters or against

any indemnification obligations associated with such transaction and payments made to

holders of non-controlling interests in non-wholly owned subsidiaries as a result of such

Asset Sale.

“Net Operating Income” means, for any applicable period, (x) all revenues, payments, cash and

proceeds and all other amounts generated from the Project and any Additional Project (other than the Data

Center Lease Termination Fee and, for the avoidance of doubt, any amounts received in respect of any

Excluded Property), in each case that are received by the Issuer and any of its Subsidiaries for such

period, minus (y) all operating expenses that are reflected on the consolidated income statement of the

Issuer for such period (and excluding, for the avoidance of doubt, any income taxes (other than any

Permitted Tax Distribution Amount or Tax Distribution) or Debt Service paid during such period, all Pass

Through Operating Expenses, and any other expenses for which any Company Party has the right to

obtain reimbursement from any third party, including the Tenant under the Data Center Lease); provided

that in respect of the first three fiscal quarters after the Initial Commencement Date, any calculation of the

Net Operating Income for the most recently ended four full fiscal quarters for which financial statements

have been delivered or deemed delivered to the Trustee shall be calculated by applying the Net Operating

Income Adjustments.

“Net Operating Income Adjustments” means:

(1)in the case of the first quarter after the Initial Commencement Date, the product of (x) the

Net Operating Income for such quarter and (y) four;

(2)in the case of the second quarter after the Initial Commencement Date, the product of (x)

the Net Operating Income for such quarter and the preceding quarter and (y) two; and

(3)in the case of the third quarter after the Initial Commencement Date, the product of (x)

the Net Operating Income for such quarter and the preceding two quarters and (y) one

and one-third.

“Net Short” means, with respect to a Holder or beneficial owner, as of a date of determination,

either (i) the value of its Short Derivative Instruments exceeds the sum of (x) the value of its Notes plus

(y) the value of its Long Derivative Instruments as of such date of determination or (ii) it is reasonably

expected that such would have been the case were a Failure to Pay or Bankruptcy Credit Event (each as

defined in the 2014 International Swaps and Derivatives Association, Inc. Credit Derivatives Definitions)

to have occurred with respect to the Issuer or any Subsidiary Guarantor immediately prior to such date of

determination.

“Notes” means the Initial Notes and any Additional Notes.

“Notes Documents” means this Indenture, the Notes and the Collateral Documents.


	21

“Notes Obligations” means the Obligations under the Notes and the other Notes Documents.

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

“Notes Secured Party” shall have a correlative meaning.

“Obligations” means any principal (including reimbursement obligations and obligations to

provide cash collateral with respect to letters of credit, whether or not drawn), interest, fees and expenses

(including, to the extent legally permitted, all interest, fees and expenses accrued thereon after the

commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-

default rate even if such interest, fees and expenses is not enforceable, allowable or allowed as a claim in

such proceeding), premium (if any), settlement payments, termination payments, margin payments,

penalties, fees, charges, expenses, indemnifications, reimbursements, damages, guarantees, other

liabilities, amounts payable, or obligations under the Notes Documents or other obligations in respect

thereof.

“Offering Memorandum” means the Offering Memorandum, dated July 23, 2026, related to the

issuance and sale of the Initial Notes.

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive

Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Chief Legal Officer,

the Treasurer, any Assistant Treasurer, the Controller, the Secretary, Assistant Secretary or any Vice-

President or any other authorized signatory of such Person; provided that an Officer shall include any

Person performing such functions at any direct or indirect parent company of such Person.

“Officer’s Certificate” means a certificate signed on behalf of the Issuer by an Authorized Officer

that meets the requirements set forth in this Indenture.

“Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the

Trustee, that meets the requirements of Section 13.03 herein. The counsel may be an employee of or

counsel to the Issuer or any Subsidiary of the Issuer.

“Organizational Documents” means (a) with respect to any corporation, its certificate or articles

of incorporation or organization and its bylaws, (b) with respect to any limited partnership, its certificate

of limited partnership and its partnership agreement, (c) with respect to any general partnership, its

partnership agreement, and (d) with respect to any limited liability company, its articles of organization,

and its operating agreement. In the event any term or condition of this Indenture or any other Notes

Document requires any Organizational Document to be certified by a secretary of state or similar

governmental official, the reference to any such “Organizational Document” shall only be to a document

of a type customarily certified by such governmental official.

“Parent” means Galaxy Digital Inc., a Delaware corporation, and shall include its successors and

assigns.

“Participant” means, with respect to the Depository, Euroclear or Clearstream, a Person who has

an account with the Depository, Euroclear or Clearstream, respectively, and, with respect to DTC, shall

include Euroclear and Clearstream.

“Pass Through Operating Expenses” means all operating expenses relating to the Project or an

Additional Project, including, without limitation, all expenditures in respect of the payment of taxes

(other than any Permitted Tax Distribution Amounts and any Tax Distribution), operating, repair and

maintenance expenses, administrative expenses, insurance, management fees, amounts owing under

intercompany contracts among the Company Parties and any other operating expenses payable by Tenant

under the Data Center Lease, in each case that are paid for by Parent or an Affiliate of Parent (other than

the Company Parties) for the benefit of the Company Parties.


	22

“Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools

Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act, Title III of Pub. L.

107-56 (signed into law October 26, 2001), as amended).

“Paying Agent” means the office or agency where Notes may be presented for payment. The

term “Paying Agent” includes any additional paying agent.

“Payment Date” means on February 1 and August 1, beginning on February 1, 2027.

“Permitted Asset Swap” means the substantially concurrent purchase and sale or exchange,

including as a deposit for future purchases, of Related Business Assets or a combination of Related

Business Assets and cash or Cash Equivalents between any of the Company Parties and another Person;

provided that any cash or Cash Equivalents received must be applied in accordance with Section 4.13.

“Permitted Investments” shall mean:

(1)Investments in a Company Party (including the Capital Stock of a Company Party) or in

any Person that will, upon the making of such Investment, become a Subsidiary

Guarantor;

(2)(x) Investments existing on the Issue Date or as contemplated by the Issue Date Budget;

provided that the amount of any such Investment has not increased from the amount of

such Investment on the Issue Date or as contemplated in the Issue Date Budget, except

(A) by capitalized amounts related to unpaid accrued interest and/or premium, (B)

pursuant to the terms of such Investment as in effect on the Issue Date or as contemplated

in the Issue Date Budget or (C) as otherwise permitted under this Indenture and (y)

guarantees of Debt not prohibited under Section 4.04 and (other than with respect to

Debt) guarantees, keepwells and similar arrangements in the ordinary course of business,

and performance guarantees and contingent obligations with respect to obligations that

are not prohibited by this Indenture;

(3)Investments in Cash and Cash Equivalents (or that were Cash Equivalents at the time

when made) and Government Securities;

(4)Investments (x) (a) received in settlement, compromise or resolution of debts created in

the ordinary course of business, (b) in exchange for any other Investment or accounts

receivable, endorsements for collection or deposit held by any Company Party, (c) as a

result of foreclosure, perfection or enforcement of any Lien, (d) in satisfaction of

judgments or (e) pursuant to any plan of reorganization or similar arrangement including

upon the bankruptcy or insolvency of a debtor or litigation, arbitration or other disputes

or otherwise with respect to any secured Investment or other transfer of title with respect

to any secured Investment in default and (y) deposits, prepayments and other credits to

suppliers made in the ordinary course of business consistent with the past practices of the

Company Parties;

(5)loans and advances to officers, directors and employees of the Company Parties made in

the ordinary course of business in an aggregate principal amount not to exceed $500,000

at any time outstanding;

(6)to the extent constituting Investments: any Liens not prohibited by Section 4.06; any Debt

not prohibited by Section 4.04; any dispositions not prohibited by Section 4.13; any

transactions not prohibited by Article 5; any Affiliate Transactions not prohibited by

Section 4.18; and any Restricted Payments not prohibited by Section 4.05;

(7)demand or deposit accounts with banks or other financial institutions to the extent not

prohibited under this Indenture;


	23

(8)with respect to any Casualty Event or Event of Eminent Domain, the application of any

related Net Cash Proceeds to purchase any Property useful in the business of the

Company Parties or the Project or any Additional Project, as applicable (or, in the case of

a Casualty Event, used to replace damaged or destroyed assets), in accordance with the

terms of the Transaction Documents or any Additional Transaction Documents;

(9)guarantees by the Company Parties of leases or of other obligations, in each case, entered

into in the ordinary course of business and payments thereon or Investments in respect

thereof in lieu of such payments;

(10)following the occurrence of the Commencement Date, in addition to Investments

permitted by clauses (1) through (32) of this definition, the Company Parties may make

additional loans, advances and other Investments to or in a Person (including a joint

venture) in an aggregate amount for all loans, advances and other Investments made

pursuant to this clause (10) at any one time outstanding not to exceed 30.0% of Net

Operating Income for the most recently ended four full fiscal quarters for which financial

statements have been delivered or deemed delivered to the Trustee;

(11)to the extent any Company Party may make any Restricted Payment, such Company

Party may make an Investment in lieu thereof; provided that such Investment shall be

treated as if it was made as a Restricted Payment for purposes of testing compliance with

Section 4.05;

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

pursuant to Section 4.04;

(13)Investments in a Person made pursuant to, or in connection with, the Transaction

Documents and any Additional Transaction Documents or financed with proceeds or a

return on capital or distribution or repayment of principal received from a Permitted

Investment;

(14)following the occurrence of the Commencement Date, Investments in Joint Ventures or

Similar Businesses (in each case, valued in good faith by the Issuer) not to exceed, at any

one time in the aggregate outstanding under this clause (14), an amount that would cause

the ratio of (i) (x) the aggregate principal amount of all outstanding Debt of the Company

Parties as of an applicable date of determination minus (y) the amount of Cash or Cash

Equivalents that would be stated on the balance sheet of the Company Parties as of such

date of determination, to (ii) the Net Operating Income of the Company Parties, to exceed

3.00 to 1.00 on a pro forma basis for such Investment;

(15)any Investment in securities or other assets not constituting Cash or Cash Equivalents and

received in connection with an Asset Sale or any other disposition of assets not

constituting an Asset Sale not prohibited under this Indenture;

(16)any Investments in the Project or any Additional Project, including any Investments

related to the construction of the Project or any Additional Project and, to the extent

constituting an Investment, any transactions required pursuant to the Project Documents

or any Additional Project Documents;

(17)to the extent constituting an Investment, the entry into, and any transaction contemplated

by, any Shared Facilities Arrangement in connection with a Shared Facilities Agreement;

(18)any Investment related to Excess Property;

(19)Investments in receivables owing to any Company Party;


	24

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

advances;

(21)Investments in connection with any Additional Project;

(22)Hedging Obligations;

(23)pledges or deposits with respect to leases or utilities provided to third parties in the

ordinary course of business or Liens otherwise described in the definition of “Permitted

Liens” or made in connection with Liens permitted under Section 4.06;

(24)any Investment to the extent made using Capital Stock of any Company Party or any of

their Subsidiaries or parents as consideration;

(25)Investments consisting of (i) purchases or other acquisitions of inventory, supplies,

materials, equipment and similar assets or (ii) licenses, sublicenses, crosslicenses, leases,

subleases, assignments, contributions or other Investments of intellectual property or

other intangibles or services in the ordinary course of business and any other Investments

made in connection therewith;

(26)Investments consisting of earnest money deposits required in connection with a purchase

agreement, or letter of intent, or other acquisitions to the extent not otherwise prohibited

by this Indenture;

(27)Investments of a Subsidiary Guarantor acquired after the Issue Date or of an entity

merged or amalgamated into or consolidated with the Issuer or merged or amalgamated

into or consolidated with a Subsidiary Guarantor after the Issue Date to the extent that

such Investments were not made in contemplation of or in connection with such

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

such acquisition, merger, amalgamation or consolidation;

(28)repurchases of any Debt of the Company Parties;

(29)guaranty and indemnification obligations arising in connection with surety bonds;

(30)Investments (a) consisting of purchases and acquisitions of assets or services in the

ordinary course of business, (b) made in the ordinary course of business in connection

with obtaining, maintaining or renewing client, franchisee and customer contracts and

loans or (c) advances, loans, extensions of credit (including the creation of receivables) or

prepayments made to, and guarantees with respect to obligations of, franchisees,

distributors, suppliers, lessors, licensors and licensees in the ordinary course of business;

(31)Investments in prepaid expenses, negotiable instruments held for collection and lease,

utility and workers compensation, performance and similar deposits entered into as a

result of the operations of the business in the ordinary course of business; and

(32)Investments consisting of UCC Article 3 endorsements for collection or deposit and

Article 4 trade arrangements with customers (or any comparable or similar provisions in

other applicable jurisdictions) in the ordinary course of business.

“Permitted Liens” means, with respect to the Company Parties:

(1)Liens for Taxes;

(2)materialmen’s, mechanics’, carriers’, workers’, repairmen’s, employees’ or other like

Liens, arising in the ordinary course of business or in connection with the construction,

operation and maintenance of the Property of any Company Party, which do not in the


	25

aggregate materially detract from the value of the Property to which they are attached or

materially impair the use thereof or for amounts not yet overdue for a period of more than

ninety (90) days or which are being contested in good faith by appropriate proceedings;

(3)Liens incurred in the ordinary course of business in connection with workers’

compensation, unemployment insurance and other types of social security, or to secure

the performance of tenders, statutory obligations, surety and appeal bonds (other than

bonds related to judgment or litigation to the extent such judgment or litigation

constitutes an Event of Default), bids, leases, government contracts, trade contracts,

performance and return of money bonds and other similar obligations (exclusive of

obligations for the payment of debt for borrowed money), so long as no foreclosure, sale

or similar proceedings have been commenced with respect to any material portion of

Property of any Company Party;

(4)[reserved];

(5)easements, rights-of-way, restrictions, title imperfections, survey exceptions, trackage

rights, licenses, leases, special assessments, rights-of-way, covenants, conditions,

restrictions, declarations, encroachments, encumbrances, other defects or irregularities in

title and similar matters if the same do not have a materially adverse effect on the

operation or use of such property in the ordinary course of the business of any Company

Party;

(6)any lien or interest or title of a lessor or sublessor arising by statute or under any lease

(provided that any landlord lien on any Real Estate Asset shall be required to be waived

or subordinated to the Liens securing the Notes) of real estate not prohibited hereunder;

(7)purported Liens evidenced by the filing of precautionary UCC financing statements

relating solely to operating leases of personal property entered into in the ordinary course

of business;

(8)Liens in favor of customs and revenue authorities arising as a matter of law to secure

payment of customs duties in connection with the importation of goods;

(9)encumbrances on real property in the nature of any zoning restrictions, building and land

use laws, ordinances, orders, decrees, restrictions or any other conditions imposed by any

Governmental Authority on any Real Estate Asset, if the same does not have a materially

adverse effect on the operations or use of such Real Estate Asset in the ordinary course of

the business of any Company Party;

(10)non-exclusive outbound licenses of patents, copyrights, trademarks and other Intellectual

Property rights granted by any Company Party in the ordinary course of business and not

interfering in any respect with the ordinary conduct of or materially detracting from the

value of the business of any Company Party;

(11)Liens to secure Debt permitted pursuant to Section 4.04(a)(1) solely to the extent, and

with the priority relative to the Notes, permitted by such clause;

(12)Liens under the Collateral Documents with respect to the Notes; provided that such Liens

only secure Debt permitted pursuant to Section 4.04(a)(2)(x);

(13)purchase money Liens upon or in real property or equipment acquired or held by any

Company Party in the ordinary course of business securing the purchase price of such

property or equipment or to secure Debt incurred solely for the purpose of financing the

acquisition, construction or improvement of any such property or equipment to be subject

to such Liens, or Liens existing on any such property or equipment at the time of

acquisition (other than any such Liens created in contemplation of such acquisition that

do not secure the purchase price), or existing on any such property or equipment of any


	26

Person that is merged or consolidated with or into the Issuer or any of its Subsidiaries, or

extensions, renewals or replacements of any of the foregoing for the same or a lesser

amount; provided that no such Lien shall extend to or cover any property other than the

property or equipment being acquired, constructed or improved (other than

improvements, accessions or proceeds in respect thereof and assets fixed or appurtenant

thereto), and no such extension, renewal or replacement shall extend to or cover any

property not theretofore subject to the Lien being extended, renewed or replaced; and

provided, further, that the aggregate principal amount of the Debt secured by Liens

permitted by this clause (13) shall not exceed the amount permitted under Section

4.04(a)(8) at any time outstanding;

(14)Liens solely on any cash earnest money deposits, escrow arrangements or similar

arrangements made by any Company Party in connection with any letter of intent or

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

Indenture;

(15)in respect of any Company Party, Liens arising out of judgments or awards (or the

payment of money not constituting an Event of Default under Section 6.01(7)) or

securing appeal or other surety bonds related to such judgments or awards, to the extent

such judgments do not otherwise constitute an Event of Default under Section 6.01;

(16)Liens arising by virtue of any statutory or common law provision relating to bankers’

liens, rights of set-off or similar rights or relating to purchase orders and other agreements

entered into with customers of any Company Party in the ordinary course of business

(including any energy management agreement);

(17)Liens or pledges of deposits of Cash or Cash Equivalents securing deductibles, self-

insurance, co-payment, co-insurance, retentions or similar obligations to providers or

property, casualty or liability insurance in the ordinary course of business;

(18)any Liens with respect to the Properties of any Company Party that arise under

Contractual Obligations of such Company Party as in effect on the Issue Date or

contemplated by the Issue Date Budget;

(19)Liens in an amount not to exceed in the aggregate $10.0 million at any time outstanding

not otherwise constituting Permitted Liens under the definition thereof incidental to the

ordinary course of business and securing obligations that are operational and/or

administrative in nature, that do not individually or in the aggregate materially impair the

Project;

(20)Liens to secure Debt permitted pursuant to Sections 4.04(a)(3), (4), (5), (9), (13), (17),

(19) and (20);

(21)Liens arising under Finance Lease Obligations; provided that no such Lien shall extend to

or cover any property other than the property or equipment subject to such Finance Lease

Obligations, and no such extension, renewal or replacement shall extend to or cover any

property not theretofore subject to the Lien being extended, renewed or replaced; and

provided, further, that the aggregate principal amount of the Debt secured by Liens

permitted by this clause (21) shall not exceed the amount permitted pursuant to Section

4.04(a)(8) at any time outstanding;

(22)Liens securing obligations owed for all or any part of the deferred purchase price of

property or services, which purchase price is due more than six (6) months from the date

of incurrence of the obligation in respect thereof; provided that Debt for the deferred

purchase price of property or services is (i) not more than ninety (90) days past due or (ii)

being contested in good faith and by appropriate proceedings and in respect of which

adequate reserves are in place in accordance with the Company Parties’ standard

accounting practices;


	27

(23)Liens securing (i) the contingent obligations of any Company Party under or in respect of

performance bonds, bid bonds, appeal bonds, surety bonds, financial assurances and

completion guarantees, indemnification obligations, (ii) obligations to pay insurance

premiums, take or pay obligations and similar obligations and (iii) obligations resulting

from indemnities provided in the ordinary course under the Project Documents or any

Additional Project Documents;

(24)statutory Liens of depository or collecting banks on items in collection and any

accompanying documents or the proceeds thereof;

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

4.04;

(26)involuntary Liens as contemplated by the Project Documents or any Additional Project

Documents securing a charge or obligation on any Company Party’s property, either real

or personal;

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

Additional Transaction Documents;

(28)Liens for property Taxes on property that a Company Party has determined to abandon

(so long as such abandonment is not prohibited by this Indenture or any of the other

Notes Documents), if the sole recourse for such Tax is to such property;

(29)minor survey exceptions, minor encumbrances, ground leases, trackage rights, special

assessments, easements or reservations of, or rights of others for, licenses, rights-of-way,

servitudes, sewers, towers, electric lines, telegraph and telephone and cable television

lines, water delivery and usage and other similar purposes, servicing agreements,

development agreements, site plan agreements and other similar encumbrances incurred

in the ordinary course of business or zoning or other restrictions (including minor defects

and irregularities in title and similar encumbrances) as to the use of real properties or

Liens incidental to the conduct of the business of such Person or to the ownership of its

properties which were not incurred in connection with Debt and which do not in the

aggregate materially adversely affect the value of said properties or materially impair

their use in the operation of the business of such Person or consistent with industry norm;

(30)Liens existing on the Issue Date or as contemplated by the Issue Date Budget (other than

pursuant to clause (12) above) and any refinancing thereof;

(31)Liens related to any sales or discounts without recourse (other than customary

representations and warranties) of accounts receivable arising in the ordinary course of

business in connection with the compromise, collection or other disposition thereof;

(32)leases or subleases, and licenses or sublicenses (including with respect to intellectual

property) granted to others in the ordinary course of business or consistent with industry

norm (including rights granted to lessees related to quiet enjoyment and purchase rights

at the end of such leasing arrangement);

(33)Liens registered on title to any Mortgaged Property and any replacement, extension or

renewal of any such Lien; provided that such replacement, extension or renewal Lien

shall not cover any property other than the property that was subject to such Lien prior to

such replacement, extension or renewal (unless such prior Lien provided for it to apply to

additional real property upon acquisition by the Issuer or a Subsidiary of such additional

real property) and any accessions and additions thereto or proceeds and products thereof

and related property of the type that would have been subject to such Lien

notwithstanding such replacement, extension or renewal;


	28

(34)Liens that are contractual rights of set-off or rights of pledge (i) relating to the

establishment of depository relations with banks not given in connection with the

issuance of Debt, (ii) relating to pooled deposit or sweep accounts of the Company

Parties to permit satisfaction of overdraft or similar obligations incurred in the ordinary

course of business of the Company Parties or (iii) relating to purchase orders and other

agreements entered into with customers, suppliers or service providers of the Company

Parties in the ordinary course of business or consistent with industry norm;

(35)Liens, deposits and security given to a public utility or any municipality or governmental

authority when required by such utility or authority in connection with the operations or

business of the Company Parties in the ordinary course of business or consistent with

industry norm;

(36)Liens in respect of the Project Accounts and other cash management arrangements

contemplated under Section 4.23;

(37)Liens on any Excess Property, or granted under or in connection with any Shared

Facilities Agreement, including any cross-access and utility easements underlying the

Shared Facilities;

(38)so long as the Additional Project Debt Conditions are satisfied with respect to such

incurrence, Liens securing Debt incurred pursuant to Section 4.04(a)(12); provided that

such Liens are subject to an Acceptable Intercreditor Agreement;

(39)Liens (a) securing Hedging Obligations, Cash Management Obligations and the costs

thereof; (b) that are rights of set-off, rights of pledge or other bankers’ Liens (i) relating

to treasury, depository and cash management services or any automated clearing house

transfers of funds in the ordinary course of business, or (ii) relating to pooled deposit or

sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the

ordinary course of business of any Company Party; (c) on cash accounts securing Debt

with financial institutions; (d) encumbering reasonable customary initial deposits and

margin deposits and similar Liens attaching to commodity trading accounts or other

brokerage accounts incurred in the ordinary course of business and not for speculative

purposes; and (e) (i) of a collection bank arising under Section 4-210 of the UCC or any

comparable or successor provision on items in the course of collection and (ii) in favor of

a banking or other financial institution or electronic payment service providers arising as

a matter of law encumbering deposits (including the right of set-off) arising in the

ordinary course of business in connection with the maintenance of such accounts and (iii)

arising under customary general terms and conditions of the account bank in relation to

any bank account maintained with such bank and attaching only to such account and the

products and proceeds thereof;

(40)Liens in respect of Excluded Property; and

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

extent and for so long as the Debt or other obligations secured thereby remain

outstanding.

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

Permitted Liens described in this definition but may be incurred under any combination of such categories

(including in part under one such category and in part under any other such category) and (y) in the event

that a Lien (or any portion thereof) meets the criteria of one or more of such categories of Permitted

Liens, the Issuer may, in its sole discretion, divide, classify or reclassify such Lien (or any portion

thereof) in any manner that complies with this definition. To the extent any Lien is incurred on a single

date, the Company Parties may determine the order in which, and the provision pursuant to which, each

such Lien is incurred in their sole discretion.


	29

“Permitted Tax Distribution Amount” means for any taxable period, (a) if for U.S. federal and/or

applicable state or local income Tax purposes, any Company Party is (or is disregarded as an entity

separate from) a member of a consolidated, combined, affiliated or similar income Tax group of which a

parent entity is the common parent (a “Tax Group”), or is a disregarded entity or partnership owned

directly or indirectly by an entity taxed as a corporation, an amount equal to any such U.S. federal and/or

applicable state or local income Taxes of such Tax Group or such owner(s), as applicable, to the extent

such income Taxes are attributable to the taxable income or activities of such Company Party and its

direct and indirect subsidiaries; provided that the portion of the Permitted Tax Distribution Amount

described in this clause (a) in such case, if any, shall be determined by reference to the amount that such

Company Party would have been required to pay in respect of such Taxes for such taxable period had

such Company Party filed such income Tax return as a stand-alone corporate taxpayer for all taxable

periods; provided, further, that the portion of the Permitted Tax Distribution Amount described in this

clause (a), if any shall be reduced by any amounts paid directly by any Company Party to the applicable

Governmental Authority in respect of such Taxes plus (b) the amount necessary to permit any Company

Party and any parent entity to pay any franchise Taxes required to maintain its existence or good standing

plus (c) without duplication, any amounts payable under any Income Tax Sharing Agreement.

“Person” means and includes natural persons, corporations, limited partnerships, general

partnerships, limited liability companies, limited liability partnerships, joint stock companies, Joint

Ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other

organizations, whether or not legal entities, and Governmental Authorities.

“Private Placement Legend” means the legend set forth in Section 2.06(g)(1)(a) hereof to be

placed on all Notes issued under this Indenture except where otherwise permitted by the provisions of this

Indenture.

“Project” means the data center project that is the subject of the Data Center Lease.

“Project Documents” means, collectively, (a) the Data Center Lease and (b) any other document,

contract or agreement relating to the development, construction, operation and/or maintenance of the

Project, excluding, in each case, the Notes Documents.

“Project Site” means the real property on which the Project is located.

“Property” means any right or interest in or to any asset or property of any kind whatsoever

(including any Capital Stock), whether real, personal or mixed and whether tangible or intangible. For

the avoidance of doubt, the Project shall constitute Property under the Notes Documents.

“Property Management Agreement” means (i) the Existing Property Management Agreement and

(ii) one or more agreements by and between one or more Company Parties and any Person for the

management of the Project Site and/or all or any portion of the Data Center Campus or the Project Site, as

the same may be amended, supplemented, replaced, renewed or modified from time to time.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Qualified Operator” means any Person that has, or has entered into agreements for, primary

operational control, directly or indirectly (including by subcontracting to a Person who meets the

requirement of a Qualified Operator), with respect to the management and operation of at least 195 MW

of data centers in the United States.

“Qualifying Data Center Lease” means any lease of the Project with a Qualifying Tenant;

provided, that the Issuer obtains a Rating Agency Confirmation giving effect to such new lease.

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

Interests.

“Qualifying Tenant” means any of (i) any of Nvidia Corporation, Apple Inc., Microsoft

Corporation, Amazon.com, Inc., Alphabet Inc. and Meta Platforms, Inc. and/or any of their respective


	30

controlled affiliates and any of their successors or assigns, (ii) a hyperscaler cloud provider or technology

company having a class of Equity Interests listed on NASDAQ or the New York Stock Exchange with an

enterprise value or Market Capitalization of at least $50.0 billion, (iii) a cloud provider or technology

company possessing, with respect to the applicable Data Center Lease, a backstop or guarantee

arrangement from any Person (x) described in the preceding clauses (i) or (ii) or (y) that is rated at least

BBB- by S&P, Baa3 by Moody’s or BBB- by Fitch, that contains terms that provide for aggregate

backstop payments or guarantees in an amount equal to or greater than the remaining obligations under

such Data Center Lease (or, if less, the aggregate principal amount of Additional Project Debt incurred to

finance the applicable Additional Project), (iv) any Person provided that the Issuer obtains a Rating

Agency Confirmation giving effect to such Person as the tenant of a new Data Center Lease, or (v) as

otherwise approved by the holders of a majority of the outstanding aggregate principal amount of the

Notes. For all purposes of this Indenture, any references to a “Qualifying Tenant” can refer to one or more

Persons that are Qualifying Tenants.

“Rating Agencies” means, (1) Moody’s, S&P and Fitch or (2) if Moody’s, S&P or Fitch or each

of them shall not make a corporate rating with respect to the Issuer or a rating on the Notes publicly

available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the

Issuer, which shall be substituted for any or all of Moody’s, S&P or Fitch, as the case may be, with

respect to such corporate rating or the rating of the Notes, as the case may be.

“Rating Agency Confirmation” means confirmation from each of the Rating Agencies (subject to

a maximum of two Rating Agencies) that at such time are actively rating the Notes that the ratings of the

Notes after giving effect to any transaction permitted by this Indenture upon the receipt of a Rating

Agency Confirmation, as applicable, will be no lower than the lowest of the ratings of the Notes: (i)

immediately prior to giving effect to such transaction, (ii) such Rating Agency’s first rating for the Notes

after the Issue Date, as applicable, and (iii) to the extent applicable, at the time the original Data Center

Lease ceased to be in effect (it being understood that a change in ratings outlook shall not be deemed to

be a downgrade or qualification).

“Ratings Decline” means that at any time within sixty (60) days after the date of a public

announcement by the Issuer of (i) a Change of Control or (ii) assumption of the Completion Guarantee by

a Replacement Completion Guarantor, the then-applicable rating of the Notes is decreased below the

Applicable Rating by at least two Rating Agencies; provided that any such Ratings Decline is expressly

stated by the applicable Rating Agencies to have been the direct result of the Change of Control or the

assumption of the Completion Guarantee, as applicable (it being understood that a change in ratings

outlook shall not be deemed to be a downgrade or qualification).

“Real Estate Asset” means, at any time of determination, any fee or leasehold interest, easement,

improvement or license, then held by any Company Party in any real Property.

“Refinance” means, in respect of any Debt, such Debt (in whole or in part) as extended, renewed,

defeased, refinanced, replaced, refunded or repaid (including through the issuance of any other Debt in

exchange or replacement therefor or for the refinancing thereof) (in whole or in part), whether with the

same or different lenders, arrangers and/or agents and whether with a larger or smaller aggregate principal

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

of the Notes Documents. “Refinanced” and “Refinancing” shall have correlative meanings.

“Registrar” means the office or agency where Notes may be presented for registration of transfer

or for exchange. The term “Registrar” includes any co-registrar.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Note” means a Regulation S Permanent Global Note or Regulation S

Temporary Global Note, as appropriate.

“Regulation S Permanent Global Note” means a permanent Global Note substantially in the form

of Exhibit A hereto, bearing the Global Note Legend and the Private Placement Legend and deposited


	31

with or on behalf of, and registered in the name of, the Depository or its nominee that will be issued in a

denomination equal to the outstanding principal amount of the Regulation S Temporary Global Note upon

expiration of the Distribution Compliance Period.

“Regulation S Temporary Global Note” means a temporary Global Note substantially in the form

of Exhibit A hereto, bearing the Global Note Legend, the Private Placement Legend and Regulation S

Temporary Global Note Legend and deposited with or on behalf of, and registered in the name of, the

Depository or its nominee, issued in a denomination equal to the outstanding principal amount of the

Notes sold for initial resale in reliance on Rule 903 of Regulation S.

“Regulation S Temporary Global Note Legend” means the legend set forth in Section 2.06(g)(3)

to be placed on all Regulation S Temporary Global Notes issued under this Indenture.

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

Similar Business.

“Release Event” means, with respect to the Notes, the occurrence of an event as a result of which

all Collateral securing the Notes is permitted to be released in accordance with the terms of this Indenture

and the Notes Documents, it being understood that any action taken by the Issuer or its Affiliates to,

solely at its option, provide Collateral to secure the Notes that is not required to be provided pursuant to

the terms of this Indenture and the Notes Documents, shall not be deemed to cause such Release Event to

not have occurred.

“Replacement Completion Guarantor” has the meaning assigned to such term in the Completion

Guarantee (as such term may be amended according to the provisions thereof).

“Replacement Project Contract” means any Contractual Obligation entered into in replacement or

substitution of any Transaction Document or any Additional Transaction Document.

“Required Compliance Period” means the period beginning on the date of the Data Center Lease

Termination Event and ending on the earlier of (x) the expiration of the Data Center Lease EoD Period

and (y) entry into a Qualifying Data Center Lease.

“Responsible Officer” means with respect to the Trustee, any officer of the Trustee located at the

Corporate Trust Office of the Trustee or to whom any corporate trust matter relating to this Indenture is

referred because of such person’s knowledge of and familiarity with the particular subject, and, in each

case, who shall have direct responsibility for the administration of this Indenture, and as to any other

Person, any individual holding the position of chairman of the board (if an officer), president, chief

executive officer or one of its vice presidents and such Person’s treasurer or chief financial officer,

authorized signatory or such other Person having the functions of any of the foregoing.

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

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

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

“Rule 144A” means Rule 144A adopted by the SEC under the Securities Act.

“S&P” means S&P Global Ratings (a division of S&P Global, Inc.) or any of its successors or

assigns that is a Nationally Recognized Statistical Rating Organization.

“Screened Affiliate” means any Affiliate of a Holder or, if the Holder is DTC or DTC’s nominee,

of a beneficial owner, (i) that makes investment decisions independently from such Holder or beneficial

owner and any other Affiliate of such Holder that is not a Screened Affiliate, (ii) that has in place

customary information screens between it and such Holder or beneficial owner and any other Affiliate of

such Holder or beneficial owner that is not a Screened Affiliate and such screens prohibit the sharing of


	32

information with respect to the Issuer or any of its Subsidiaries, (iii) whose investment policies are not

directed by such Holder or beneficial owner or any other Affiliate of such Holder or beneficial owner that

is acting in concert with such Holder in connection with its investment in the Notes and (iv) whose

investment decisions are not influenced by the investment decisions of such Holder or beneficial owner or

any other Affiliate of such Holder or beneficial owner that is acting in concert with such Holders or

beneficial owners in connection with its investment in the Notes.

“SEC” means the United States Securities and Exchange Commission.

“Securities” means any stock, shares, partnership interests, voting trust certificates, certificates of

interest or participation in any profit sharing agreement or arrangement, options, warrants, bonds,

debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or

otherwise, or in general any instruments commonly known as “securities” or any certificates of interest,

shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right

to subscribe to, purchase or acquire, any of the foregoing.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and any

successor statute.

“Security Agreement” means that certain Security Agreement, dated as of the Issue Date, by and

among the Company Parties and the Collateral Agent, as the same may be amended, supplemented or

modified from time to time.

“Shared Facilities” means (i) the Existing Shared Facilities and (ii) any facility (including any

electrical interconnection facilities, load-tie lines, poles and overhead and/or underground lines, wires and

cables for the conveyance of electric energy, overhead and underground communications lines and

equipment for communications purposes, all necessary and proper anchors, support structures,

foundations, conduit, footings, cross-arms, attachment hardware (e.g., nuts, bolts, clamps, etc.) and

insulators, guardrails and other appliances, equipment, facilities, roads and fixtures for use in connection

with said poles, lines, wires, conduit and/or cables, water, telecom, fiber, sewage, interconnection rights,

physical interconnection, access roads, sidewalks, parking areas, landscaped areas, truck service ways,

stormwater management facilities, water wells and pumps, and related facilities), any associated real

property rights or interests therein (including easements, rights-of-way and declarations) and/or other

property of any Company Party for the purpose of any Shared Facilities Arrangement. For the avoidance

of doubt, any Excess Property may constitute Shared Facilities.

“Shared Facilities Agreement” means (i) the Existing Shared Facilities Agreement and (ii) any

arm’s length (or, in the case of an agreement between a Company Party and any Affiliate, on terms that

would have been obtained in a comparable transaction between such Company Party and an unrelated

Person on an arm’s length basis) agreement between any Company Party and any other Person(s),

including any related subordination, non-disturbance and attornment agreement (or substantively similar

agreement) with respect to the Project and/or any one or more Additional Projects relating to any lease of

real property or any easement in connection with a Shared Facilities Arrangement and satisfies the

following conditions (as determined by the Issuer in good faith and delivery of a compliance certificate to

the Trustee by the Issuer to that effect):

(a)the sharing of any assets, real estate interests or other property does not materially and

adversely impact the Company Parties’ ability to perform their obligations under the Notes Documents;

(b)no Default or Event of Default shall occur or would exist after giving effect thereto; and

(c)entry into such agreement would not reasonably be expected to have a Material Adverse

Effect.

“Shared Facilities Arrangement” means (i) the arrangements that are the subject of the Existing

Shared Facilities Agreement and (ii) any arrangement between any Company Party and any other

Person(s) with respect to the Project and/or any one or more Additional Projects relating to and the


	33

sharing, co-use, co-possession, joint operation, or contingent use of Shared Facilities effected in

accordance with, and subject to the terms of, a Shared Facilities Agreement.

“Short Derivative Instrument” means a Derivative Instrument (i) the value of which generally

decreases, and/or the payment or delivery obligations under which generally increase, with positive

changes to the Performance References and/or (ii) the value of which generally increases, and/or the

payment or delivery obligations under which generally decrease, with negative changes to the

Performance References.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined

in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation

is in effect on the Issue Date.

“Similar Business” means (i) any business conducted, engaged in or proposed to be conducted by

any Company Party on the Issue Date (including the Project), (ii) any business that is similar, incidental,

complementary, ancillary, supportive, synergetic or reasonably related to any business described in clause

(i) of this definition and any reasonable extensions thereof (including any Additional Project), and (iii)

any non-core incidental businesses acquired in connection with any acquisition or Investment not

prohibited by this Indenture or any immaterial businesses.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of

Debt, the date on which the payment of interest or principal is scheduled to be paid in the documentation

governing such Debt, and will not include any contingent obligations to repay, redeem or repurchase any

such interest or principal prior to the date originally scheduled for the payment thereof.

“Subordinated Debt” means, with respect to the Notes and the Subsidiary Guarantees, (1) any

Debt of the Issuer which by its terms is contractually subordinated in right of payment to the Notes and

(2) any Debt of a Subsidiary Guarantor which by its terms is contractually subordinated in right of

payment to its Subsidiary Guarantee.

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability

company, association, Joint Venture or other business entity of which more than 50% of the total voting

power of shares of Capital Stock or other ownership interests entitled (without regard to the occurrence of

any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or

other Persons performing similar functions) having the power to direct or cause the direction of the

management and policies thereof is at the time owned or controlled, directly or indirectly, by that Person

or one or more of the other Subsidiaries of that Person or a combination thereof; provided that, in

determining the percentage of ownership interests of any Person controlled by another Person, no

ownership interest in the nature of a “qualifying share” of the former Person shall be deemed to be

outstanding.

“Subsidiary Guarantee” means the guarantee by each Subsidiary Guarantor of the Issuer’s

obligations under this Indenture and the Notes, executed pursuant to the provisions of this Indenture.

“Subsidiary Guarantor” means Landlord and each Subsidiary that provides a Subsidiary

Guarantee in accordance with Section 4.17.

“Substation” means any electrical substation that serves the Project, any Additional Project or the

Project Site, including the real property on which such electrical substation is located on and a 100 foot

additional setback from the edge of any improvements related to such electrical substation.

“Tax Distribution” means any payments required to maintain any status held pursuant to the

Code, including, without limitation, as a “real estate investment trust” (within the meaning of Section

856(a) of the Code (a “REIT”)).


	34

“Taxes” means any present and future taxes, levies, imposts, duties, deductions, withholdings

(including backup withholdings), assessments or other similar charges imposed by any Governmental

Authority, including any interest, additions to tax or penalties applicable thereto.

“Tenant” means (i) with respect to the Project, CoreWeave, Inc., a Delaware corporation, or any

other tenant of a Data Center Lease or a Qualifying Data Center Lease that is entered into pursuant to the

terms of this Indenture, and (ii) with respect to any Additional Project, the “Tenant” (or similar term)

under the data center lease related to such Additional Project.

“TIA” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb).

“Transaction Documents” means, collectively, the Notes Documents and the Project Documents.

“Transactions” means collectively, the transactions to occur pursuant to the Transaction

Documents, including (i) the issuance of the Notes offered hereby and (ii) the use of proceeds from the

issuance of the Notes offered hereby, as described in the Offering Memorandum, including, without

limitation, the construction, development and completion of the Project and payment of fees, costs,

liabilities and expenses in connection with each of the foregoing.

“Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption

date of United States Treasury securities with a constant maturity (as compiled and published in the most

recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two (2)

Business Days prior to the redemption date (or, if such Statistical Release is no longer published, any

publicly available source of similar market data)) most nearly equal to the period from the redemption

date to August 1, 2028; provided, however, that if the period from the redemption date to August 1, 2028

is not equal to the constant maturity of a U.S. Treasury security for which a weekly average yield is given,

the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year)

from the weekly average yields of U.S. Treasury securities for which such yields are given, except that if

the period from the redemption date to August 1, 2028 is less than one (1) year, the weekly average yield

on actually traded U.S. Treasury securities adjusted to a constant maturity of one (1) year shall be used.

The Issuer shall obtain the Treasury Rate.

The Issuer’s actions and determinations in determining the redemption price shall be conclusive

and binding for all purposes, absent manifest error.

“Trustee” means The Bank of New York Mellon, in its capacity as trustee as appointed pursuant

to this Indenture and any of its successors in such capacity.

“UCC” means the Uniform Commercial Code of the State of New York or of any other state the

laws of which are required to be applied in connection with the security interests in any Collateral.

“Unrestricted Definitive Note” means a Definitive Note that does not bear and is not required to

bear the Private Placement Legend.

“Unrestricted Global Note” means a Global Note that does not bear and is not required to bear

the Private Placement Legend.

“Unused Contingency Amount” means the total amount of Cash and Cash Equivalents of the

Company Parties as of the Commencement Date not held within the Debt Service Reserve Account or the

Revenue Account.


	35

Section 1.02Other Definitions.


Term	Defined in Section
“Acceptable Commitment”	Section 4.13(b)
“Additional Notes”	Section 2.07(a)
“Additional Notes Special Mandatory Redemption”	Section 2.07(a)(5)
“Advance Offer”	Section 4.13(c)
“Advance Portion”	Section 4.13(c)
“Affiliate Transactions”	Section 4.18
“Applicable Premium Deficit”	Section 3.03
“Asset Sale/Casualty Event Offer”	Section 4.13(c)
“Change of Control Offer”	Section 4.11(a)
“Change of Control Payment”	Section 4.11(a)
“Change of Control Payment Date”	Section 4.11(b)
“Covenant Defeasance”	Section 8.03
“Data Center Lease EoD Period”	Section 6.01(9)
“Data Center Lease Termination Default”	Section 6.01(9)
“Data Center Lease Termination Event”	Section 6.01(9)
“Data Center Lease Termination Event of Default”	Section 6.01(9)
“Debt Service Reserve Account”	Section 4.23(a)(3)
“Declined Asset Sale Proceeds”	Section 4.13(d)
“Designated Account”	Section 4.23(a)(4)
“Directing Holder”	Section 6.02
“Election Date”	Section 4.05(e)
“Event of Default”	Section 6.01
“Excess DSRA Funds”	Section 4.23(a)(3)
“Excess Proceeds”	Section 4.13(c)
“Income Tax Sharing Agreements”	Section 4.18(7)
“Increased Amount”	Section 4.06
“Installment”	Section 14.01(b)
“Installment Rate”	Section 14.01(b)
“Legal Defeasance”	Section 8.02
“Non-Rent Amounts”	Section 4.23(h)
“Noteholder Direction”	Section 6.02
“Notes Proceeds Account”	Section 4.23(a)(1)
“Pari Passu Debt”	Section 4.13(b)(1)
“Payment Default”	Section 6.01(4)(a)
“Position Representation”	Section 6.02
“Project Accounts”	Section 4.23(a)
“Restricted Payments”	Section 4.05(a)
“Revenue Account”	Section 4.23(a)(2)


	36


“Second Commitment”	Section 4.13(b)
“Successor Issuer”	Section 5.01(a)(1)
“Successor Subsidiary Guarantor”	Section 5.02(a)(1)
“Termination Fee Offer”	Section 3.10(a)
“Title Insurer”	Section 12.10(b)(iii)
“Trustee”	Section 8.05
“Verification Covenant”	Section 6.02

Section 1.03Rules of Construction.

Unless the context otherwise requires:

(1)a term has the meaning assigned to it;

(2)an accounting term not otherwise defined has the meaning assigned to it in accordance

with GAAP;

(3)“or” is not exclusive;

(4)words in the singular include the plural, and in the plural include the singular;

(5)“will” shall be interpreted to express a command;

(6)“including” or “include” means including or include without limitation;

(7)provisions apply to successive events and transactions; and

(8)references to sections of or rules under the Securities Act will be deemed to include

substitute, replacement or successor sections or rules adopted by the SEC from time to

time.

The terms and provisions contained in this Indenture will apply to any Notes issued from time to

time pursuant to this Indenture and the Subsidiary Guarantees thereof, except as may be otherwise

provided in a supplemental indenture with respect to such Notes.

Section 1.04Certain Compliance Calculations.

(a)Notwithstanding anything to the contrary herein, in the event an item of Debt or

Disqualified Equity Interests (or any portion thereof) is incurred, assumed or issued, any Lien is incurred

or assumed, any Restricted Payment is made or other transaction is undertaken in reliance on a ratio

basket based on the Loan to Cost Ratio, Debt Service Coverage Ratio, Additional Project Debt Ratio or

other ratio-based test, such ratio(s) shall be calculated with respect to such incurrence, issuance or other

transaction without giving effect to amounts being utilized under any other non-ratio-based basket

substantially concurrently. Each item of Debt or Disqualified Equity Interests that is incurred, assumed or

issued, each Lien incurred and each other transaction undertaken will be deemed to have been incurred,

assumed, issued or taken first, to the extent available, pursuant to the relevant Loan to Cost Ratio, Debt

Service Coverage Ratio or Additional Project Debt Ratio test. For the avoidance of doubt, when testing

the availability under a ratio basket for purposes of making a Restricted Payment, Debt (or any portion

thereof) incurred, assumed or issued the proceeds of which are being utilized to make a Restricted

Payment utilizing a non-ratio basket shall not be given effect.

(b)If a proposed action, matter, transaction or amount (or a portion thereof) meets the

criteria of more than one applicable basket, permission or threshold under this Indenture, the Issuer shall


	37

be entitled to divide or classify or later divide or reclassify (based on circumstances existing on the date of

such reclassification) such action, matter, transaction or amount (or a portion thereof) between such

baskets, permission or thresholds as it shall elect from time to time.

(c)Any ratios, tests or baskets required to be satisfied in order for a specific action to be

permitted under this Indenture shall be calculated by dividing the appropriate component by the other

component, carrying the result to one place more than the number of places by which such ratio is

expressed herein and rounding the result up or down to the nearest number (with a rounding up if there is

no nearest number).

(d)If any Company Party takes an action which at the time of the taking of such action

would in the good faith determination of the Issuer be permitted under the applicable provisions of this

Indenture based on the financial statements available at such time, such action shall be deemed to have

been made in compliance with this Indenture notwithstanding any subsequent adjustments, modifications

or restatements made in good faith to such financial statements affecting Net Operating Income or other

applicable financial metric.

(e)In the event any Rating Agency Confirmation is obtained in connection with a transaction

for which a provision of this Indenture requires a Rating Agency Confirmation, such Rating Agency

Confirmation shall apply to such transaction and any related transactions or series of transactions

(including as to the absence of any Default or Event of Default) at the election of the Issuer, irrespective

of the time or manner in which such transaction or series of transactions occurs after the obtainment of

such Rating Agency Confirmation.

ARTICLE 2 THE NOTES

Section 2.01Form and Dating.

(a)General. The Notes shall be issued in registered global form (except as otherwise

permitted herein with respect to Definitive Notes) without interest coupons. The Notes and the Trustee’s

certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have

written notations, legends or endorsements required by law, stock exchange rule or usage. Each Note

shall be dated the date of its authentication. The Notes shall be in minimum denominations of $2,000 and

integral multiples of $1,000 in excess thereof.

The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of

this Indenture and the Issuer, the Subsidiary Guarantors and the Trustee, by their execution and delivery

of this Indenture, expressly agree to such terms and provisions and to be bound thereby.

(b)Global Notes.

(1)Notes issued in global form shall be substantially in the form of Exhibit A

attached hereto (including the Global Note Legend thereon and the “Schedule of

Exchanges of Interests in the Global Note” attached thereto). Notes issued in

definitive form shall be substantially in the form of Exhibit A attached hereto

(but without the Global Note Legend thereon and without the “Schedule of

Exchanges of Interests in the Global Note” attached thereto). Each Global Note

shall represent such of the outstanding Notes as will be specified therein and each

shall provide that it represents the aggregate principal amount of outstanding

Notes from time to time as reflected in the records of the Trustee and that the

aggregate principal amount of outstanding Notes represented thereby may from

time to time be reduced or increased, as appropriate, to reflect exchanges and

redemptions. The Trustee’s records shall be noted to reflect the amount of any

increase or decrease in the aggregate principal amount of outstanding Notes

represented thereby, in accordance with instructions given by the Holder thereof

as required by Section 2.06 hereof.


	38

(2)Notes sold within the United States of America to QIBs pursuant to Rule 144A

under the Securities Act shall be issued initially in the form of one or more 144A

Global Notes, which shall be deposited on behalf of the purchasers of the Notes

represented thereby with the Custodian for DTC and registered in the name of

Cede & Co., the nominee of DTC, duly executed by the Issuer and authenticated

by the Trustee or the authenticating agent as provided herein. The aggregate

principal amount of the 144A Global Notes may from time to time be increased

or decreased by adjustments made on the records of the Trustee and the

Depository or its nominee, as the case may be, in connection with transfers of

interests as hereinafter provided.

(3)Notes offered and sold in reliance on Regulation S shall be issued initially in the

form of one or more Regulation S Temporary Global Notes, which shall be

deposited on behalf of the purchasers of the Notes represented thereby with the

Custodian for DTC and registered in the name of Cede & Co., the nominee of

DTC, duly executed by the Issuer and authenticated by the Trustee or the

authenticating agent as provided herein. In no event shall the Issuer hold an

interest in a Regulation S Temporary Global Note other than directly or indirectly

in or through accounts maintained at Euroclear or Clearstream as indirect

participants in DTC. Prior to the termination of the Distribution Compliance

Period, an interest in a Regulation S Temporary Global Note may not be

transferred to or for the account or benefit of a “U.S. Person” (as defined in Rule

902(k) of Regulation S) (other than a “distributor” (as defined in Rule 902(d) of

Regulation S)).

(4)Following the termination of the Distribution Compliance Period, beneficial

interests in the Regulation S Temporary Global Note shall be exchanged for

beneficial interests in the Regulation S Permanent Global Note pursuant to the

Applicable Procedures. Simultaneously with the authentication of such

Regulation S Permanent Global Note, the Trustee shall, upon receipt of a

Company Order, cancel the Regulation S Temporary Global Note. The aggregate

principal amount of the Regulation S Temporary Global Notes and the

Regulation S Permanent Global Notes may from time to time be increased or

decreased by adjustments made on the records of the Trustee and the Depository

or its nominee, as the case may be, in connection with transfers of interests as

hereinafter provided.

(c)Book-Entry Provisions. Ownership of beneficial interests in the Global Notes shall be

limited to persons that have accounts with DTC or persons that may hold interests through such

participants, including through Euroclear and Clearstream. Ownership of beneficial interests in the

Global Notes and transfers thereof shall be subject to restrictions on transfer and certification

requirements as set forth herein. Participants and Indirect Participants shall have no rights under this

Indenture or any Global Note with respect to any Global Note held on their behalf by the Depository or

by the Trustee as custodian for the Depository, and the Depository shall be treated by the Issuer, the

Trustee and any agent of the Issuer or the Trustee as the absolute owner of such Global Note for all

purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee

or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other

authorization furnished by the Depository or impair, as between the Depository and its Participants or

Indirect Participants, the Applicable Procedures or the operation of customary practices of such persons

governing the exercise of the rights of a holder of a beneficial interest in any Global Note.

(d)DTC, Euroclear and Clearstream Procedures Applicable. Transfers of beneficial

interests in the Global Notes between participants in DTC, participants in Euroclear or participants in

Clearstream shall be effected by DTC, Euroclear or Clearstream pursuant to customary procedures and

subject to the applicable rules and procedures established by DTC, Euroclear or Clearstream and their

respective participants.


	39

Section 2.02Execution and Authentication.

(a)One Officer must sign the Notes for the Issuer by manual, facsimile or .pdf signature.

(b)If an Officer whose signature is on a Note no longer holds that office at the time a Note is

authenticated, the Note will nevertheless be valid.

(c)A Note will not be valid until authenticated by the manual or electronic signature of the

Trustee. The signature will be conclusive evidence that the Note has been authenticated under this

Indenture. A Note shall be dated the date of its authentication.

(d)The Trustee shall, upon receipt of a Company Order, authenticate Notes for original issue

under this Indenture. The aggregate principal amount of Notes outstanding at any time may not exceed

the aggregate principal amount of Notes authorized for issuance by the Issuer pursuant to one or more

Company Orders, except as provided in Section 2.07 hereof.

(e)The Trustee shall not be required to authenticate such Notes if the issue thereof will

adversely affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or

otherwise in a manner which is not reasonably acceptable to the Trustee.

(f)The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate

Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference

in this Indenture to authentication by the Trustee includes authentication by such agent. An

authenticating agent has the same rights as an Agent to deal with Holders, the Issuer or an Affiliate of the

Issuer.

Section 2.03Registrar and Paying Agent.

(a)The Issuer will maintain a Registrar and a Paying Agent with respect to the Notes issued

pursuant to this Indenture. The Registrar will keep a register of the Holders and the Notes and of their

transfer and exchange. The Issuer may appoint one or more co-registrars and one or more additional

Paying Agents and may change any Paying Agent or Registrar without notice to any Holder. The Issuer

will notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. The

Issuer or any of the Issuer’s Subsidiaries may act as Paying Agent or Registrar.

(b)The Issuer initially appoints DTC to act as Depository with respect to the Global Notes.

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

respect to the Global Notes.

Section 2.04Paying Agent to Hold Money in Trust.

The Issuer will require each Paying Agent other than the Trustee to agree in writing that the

Paying Agent (i) will hold in trust for the benefit of Holders or the Trustee all money held by the Paying

Agent for the payment of principal, premium or interest on such Notes and (ii) will notify the Trustee in

writing of any default by the Issuer in making any such payment. While any such default continues, the

Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time

may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the

Trustee, the Paying Agent (if other than the Issuer) will have no further liability for the money. If the

Issuer acts as Paying Agent, it will segregate and hold in a separate trust fund for the benefit of the

Holders all money held by it as Paying Agent. Upon any Insolvency or Liquidation Proceedings relating

to the Issuer, the Trustee will serve as Paying Agent for the Notes. For the avoidance of doubt, the

Paying Agent shall be held harmless and have no liability with respect to payments or disbursements to be

made by the Paying Agent until the Paying Agent has confirmed receipt of funds sufficient to make such

relevant payment.


	40

Section 2.05Holder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list

available to it of the names and addresses of all Holders. If the Trustee is not the Registrar, the Issuer

shall furnish to the Trustee at least seven (7) Business Days before each interest payment date and at such

other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee

may reasonably require of the names and addresses of the Holders.

Section 2.06Transfer and Exchange.

(a)Transfer and Exchange of Global Notes. A Global Note may not be transferred as a

whole except by the Depository to a nominee of the Depository, by a nominee of the Depository to the

Depository or to another nominee of the Depository, or by the Depository or any such nominee to a

successor Depository or a nominee of such successor Depository. The Issuer shall exchange Global

Notes for Definitive Notes if at any time:

(1)the Issuer delivers to the Trustee notice from the Depository that it is unwilling or

unable to continue to act as Depository or that it is no longer a clearing agency

registered under the Exchange Act and, in either case, a successor Depository is

not appointed by the Issuer within ninety (90) days after the date of such notice

from the Depository; or

(2)upon the written request of a Holder if an Event of Default shall have occurred

and be continuing with respect to the Notes.

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

Notes shall be issued in such names and in any approved denominations as the Depository shall instruct

the Trustee.

In no event shall the Regulation S Temporary Global Note be exchanged by the Issuer for

Definitive Notes prior to (x) the expiration of the Distribution Compliance Period and (y) the receipt by

the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act.

Upon the exchange of a Global Note for Definitive Notes, such Global Note shall, upon

receipt of a Company Order, be cancelled by the Trustee. Definitive Notes issued in exchange for a

Global Note pursuant to this Section 2.06 shall be registered in such names and in such authorized

denominations as the Depository, pursuant to written instructions from its Participants or its Applicable

Procedures, shall instruct the Trustee in writing. The Trustee shall deliver such Definitive Notes to or as

directed by the Persons in whose names such Definitive Notes are so registered or to the Depository.

A Global Note may not be exchanged for another Note other than as provided in this

Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as

provided in Sections 2.06(b), (c) and (d) hereof.

(b)Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and

exchange of beneficial interests in the Global Notes shall be effected through the Depository, in

accordance with the provisions of this Indenture and the Applicable Procedures. Transfers of beneficial

interests in the Global Notes also will require compliance with either subparagraph (1) or (2) below, as

applicable, as well as one or more of the other following subparagraphs, as applicable:

(1)Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in

any Restricted Global Note may be transferred to Persons who take delivery

thereof in the form of a beneficial interest in the same Restricted Global Note in

accordance with the transfer restrictions set forth in the Private Placement

Legend;

provided, however, that prior to the expiration of the Distribution Compliance Period,

transfers of beneficial interests in the Regulation S Temporary Global Note may not be

made to or for the account or benefit of a “U.S. Person” (as defined in Rule 902(k) of


	41

Regulation S) (other than a “distributor” (as defined in Rule 902(d) of Regulation S)).

Beneficial interests in any Unrestricted Global Note may be transferred to Persons who

take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note.

No written orders or instructions shall be required to be delivered to the Registrar to

effect the transfers described in this Section 2.06(b)(1).

(2)All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In

connection with all transfers and exchanges of beneficial interests that are not

subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must

deliver to the Registrar either:

(a)both:

(i)a written order from a Participant or an Indirect Participant given

to the Depository in accordance with the Applicable Procedures directing the

Depository to credit or cause to be credited a beneficial interest in another Global

Note in an amount equal to the beneficial interest to be transferred or exchanged;

and

(ii)instructions given in accordance with the Applicable Procedures

containing information regarding the Participant account to be credited with such

increase; or

(b)both:

(i)a written order from a Participant or an Indirect Participant given

to the Depository in accordance with the Applicable Procedures directing the

Depository to cause to be issued a Definitive Note in an amount equal to the

beneficial interest to be transferred or exchanged; and

(ii)instructions given by the Depository to the Registrar containing

information regarding the Person in whose name such Definitive Note shall be

registered to effect the transfer or exchange referred to in (i) above; provided that

in no event shall Definitive Notes be issued upon the transfer or exchange of

beneficial interests in a Regulation S Temporary Global Note prior to (x) the

expiration of the Distribution Compliance Period and (y) the receipt by the

Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the

Securities Act.

Upon satisfaction of all of the requirements for transfer or exchange of beneficial

interests in Global Notes contained in this Indenture and the Notes or otherwise

applicable under the Securities Act, and upon receipt of an Officer’s Certificate

in form reasonably satisfactory to the Trustee, the Trustee shall adjust the

principal amount of the relevant Global Note(s) pursuant to Section 2.06(h)

hereof.

(3)Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial

interest in any Restricted Global Note may be transferred to a Person who takes

delivery thereof in the form of a beneficial interest in another Restricted Global

Note if the transfer complies with the requirements of Section 2.06(b)(2) above

and the Registrar receives the following:

(a)if the transferee will take delivery in the form of a beneficial interest in

the 144A Global Note, then the transferor must deliver a certificate

substantially in the form of Exhibit B hereto, including the certifications

in item (1) thereof; and


	42

(b)if the transferee will take delivery in the form of a beneficial interest in

the Regulation S Temporary Global Note or the Regulation S Permanent

Global Note, as the case may be, then the transferor must deliver a

certificate substantially in the form of Exhibit B hereto, including the

certifications in item (2) thereof;

(4)Transfer and Exchange of Beneficial Interests in a Restricted Global Note for

Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any

Restricted Global Note may be exchanged by any Holder thereof for a beneficial

interest in an Unrestricted Global Note or transferred to a Person who takes

delivery thereof in the form of a beneficial interest in an Unrestricted Global

Note if the exchange or transfer complies with the requirements of

Section 2.06(b)(2) above and the Registrar receives the following:

(i)if the Holder of such beneficial interest in a Restricted Global

Note proposes to exchange such beneficial interest for a beneficial interest in an

Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C

hereto, including the certifications in item (1)(a) thereof; or

(ii)if the Holder of such beneficial interest in a Restricted Global

Note proposes to transfer such beneficial interest to a Person who shall take

delivery thereof in the form of a beneficial interest in an Unrestricted Global

Note, a certificate from such Holder substantially in the form of Exhibit B hereto,

including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (b)(4), if the Registrar so requests or

if the Applicable Procedures so require, an Opinion of Counsel in form reasonably

acceptable to the Registrar to the effect that such exchange or transfer is in compliance

with the Securities Act and that the restrictions on transfer contained herein and in the

Private Placement Legend are no longer required in order to maintain compliance with

the Securities Act.

If any such transfer is effected pursuant to subparagraph (b)(4) above at a time when an

Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt

of a Company Order in accordance with Section 2.02 hereof, the Trustee shall

authenticate one or more Unrestricted Global Notes in an aggregate principal amount

equal to the aggregate principal amount of beneficial interests transferred pursuant to

subparagraph (b)(4) above.

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or

transferred to Persons who take delivery thereof in the form of, a beneficial interest in a

Restricted Global Note.

(c)Transfer or Exchange of Beneficial Interests in Global Notes for Definitive Notes.

Transfers or exchanges of beneficial interests in Global Notes for Definitive Notes shall in each case be

subject to the satisfaction of any applicable conditions set forth in Section 2.06(b)(2) hereof, and to the

requirements set forth below in this Section 2.06(c).

(1)Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If

any Holder of a beneficial interest in a Restricted Global Note proposes to

exchange such beneficial interest for a Restricted Definitive Note or to transfer

such beneficial interest to a Person who takes delivery thereof in the form of a

Restricted Definitive Note, then, upon receipt by the Registrar of the following

documentation:

(a)if the Holder of such beneficial interest in a Restricted Global Note

proposes to exchange such beneficial interest for a Restricted Definitive


	43

Note, a certificate from such Holder in the form of Exhibit C hereto,

including the certifications in item (2)(a) thereof;

(b)if such beneficial interest is being transferred to a QIB in accordance

with Rule 144A, a certificate to the effect set forth in Exhibit B hereto,

including the certifications in item (1) thereof;

(c)if such beneficial interest is being transferred to a non-U.S. Person in an

offshore transaction in accordance with Rule 903 or Rule 904 of

Regulation S, a certificate to the effect set forth in Exhibit B hereto,

including the certifications in item (2) thereof;

(d)if such beneficial interest is being transferred to the Issuer or any of its

Subsidiaries, a certificate to the effect set forth in Exhibit B hereto,

including the certifications in item (3)(1) thereof;

(e)if such beneficial interest is being transferred pursuant to an effective

registration statement under the Securities Act in compliance with the

prospectus delivery requirements of the Securities Act, a certificate to the

effect set forth in Exhibit B hereto, including the certifications in item

(3)(2) thereof; or

(f)if such beneficial interest is being transferred pursuant to an exemption

from the registration requirements of the Securities Act other than Rule

144A, Rule 144 or Rule 903 or Rule 904 of Regulation S, a certificate to

the effect set forth in Exhibit B hereto, including the certifications,

certificates and Opinion of Counsel required by item (3)(3) thereof, if

applicable;

the Trustee shall cause the aggregate principal amount of the applicable Global Note to

be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuer shall execute

and, upon receipt of a Company Order in accordance with Section 2.02 hereof, the

Trustee shall authenticate and deliver to the Person designated in the instructions a

Definitive Note in the appropriate principal amount. Any Definitive Note issued in

exchange for a beneficial interest in a Restricted Global Note pursuant to this Section

2.06(c)(1) shall be registered in such name or names and in such authorized denomination

or denominations as the Holder of such beneficial interest shall instruct the Registrar

through instructions from the Depository and the Participant or Indirect Participant. The

Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are

so registered. Any Definitive Note issued in exchange for a beneficial interest in a

Restricted Global Note pursuant to this Section 2.06(c)(1) shall bear the Private

Placement Legend and shall be subject to all restrictions on transfer contained therein.

(2)Beneficial Interests in Regulation S Temporary Global Notes to Definitive Notes.

Notwithstanding Sections 2.06(c)(1)(a) and (c), a beneficial interest in the

Regulation S Temporary Global Note may not be exchanged for a Definitive

Note or transferred to a Person who takes delivery thereof in the form of a

Definitive Note prior to (x) the expiration of the Distribution Compliance Period

and (y) the receipt by the Registrar of any certificates required pursuant to

Rule 903(b)(3)(ii)(B) under the Securities Act, except in the case of a transfer

pursuant to an exemption from the registration requirements of the Securities Act

other than Rule 903 or Rule 904.

(3)Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes.

A Holder of a beneficial interest in a Restricted Global Note may exchange such

beneficial interest for an Unrestricted Definitive Note or may transfer such


	44

beneficial interest to a Person who takes delivery thereof in the form of an

Unrestricted Definitive Note only if the Registrar receives the following:

(i)if the Holder of such beneficial interest in a Restricted Global

Note proposes to exchange such beneficial interest for an Unrestricted Definitive

Note, a certificate from such Holder in the form of Exhibit C hereto, including

the certifications in item (1)(b) thereof; or

(ii)if the Holder of such beneficial interest in a Restricted Global

Note proposes to transfer such beneficial interest to a Person who shall take

delivery thereof in the form of an Unrestricted Definitive Note, a certificate from

such Holder in the form of Exhibit C hereto, including the certifications in item

(1)(c) thereof;

and, in each such case set forth in this subparagraph (c)(3), if the Registrar so

requests or if the Applicable Procedures so require, an Opinion of Counsel in

form reasonably acceptable to the Registrar to the effect that such exchange or

transfer is in compliance with the Securities Act and that the restrictions on

transfer contained herein and in the Private Placement Legend are no longer

required in order to maintain compliance with the Securities Act.

The Trustee shall cause the aggregate principal amount of the applicable Global

Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuer

shall execute and, upon receipt of a Company Order in accordance with

Section 2.02 hereof, the Trustee shall authenticate and deliver to the Person

designated in the Company Order a Definitive Note in the appropriate principal

amount. Any Definitive Note issued in exchange for a beneficial interest in a

Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such

name or names and in such authorized denomination or denominations as the

Depository shall instruct, pursuant to written instruction from its Participants or

its Applicable Procedures. The Trustee shall deliver such Definitive Notes to, or

as directed by, the Persons in whose names such Definitive Notes are so

registered.

(4)Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive

Notes. If any Holder of a beneficial interest in an Unrestricted Global Note

proposes to exchange such beneficial interest for a Definitive Note or to transfer

such beneficial interest to a Person who takes delivery thereof in the form of a

Definitive Note, then the Trustee shall cause the aggregate principal amount of

the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h)

hereof, and the Issuer shall execute and, upon receipt of a Company Order in

accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver to

the Person designated in the instructions a Definitive Note in the appropriate

principal amount. Any Definitive Note issued in exchange for a beneficial

interest pursuant to this Section 2.06(c)(4) shall be registered in such name or

names and in such authorized denomination or denominations as the Holder of

such beneficial interest requests through instructions to the Registrar from or

through the Depository and the Participant or Indirect Participant. The Trustee

shall deliver such Definitive Notes to the Persons in whose names such Notes are

so registered. Any Definitive Note issued in exchange for a beneficial interest

pursuant to this Section 2.06(c)(4) will not bear the Private Placement Legend.

(d)Transfer and Exchange of Definitive Notes for Beneficial Interests in Global Notes.

(1)Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If

any Holder of a Restricted Definitive Note proposes to exchange such Note for a

beneficial interest in a Restricted Global Note or to transfer such Restricted

Definitive Notes to a Person who takes delivery thereof in the form of a


	45

beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar

of the following documentation:

(a)if the Holder of such Restricted Definitive Note proposes to exchange

such Note for a beneficial interest in a Restricted Global Note, a

certificate from such Holder substantially in the form of Exhibit C

hereto, including the certifications in item (2) thereof;

(b)if such Restricted Definitive Note is being transferred to a QIB in

accordance with Rule 144A, a certificate to the effect set forth in

Exhibit B hereto, including the certifications in item (1) thereof;

(c)if such Restricted Definitive Note is being transferred to a non-U.S.

Person in an offshore transaction in accordance with Rule 903 or Rule

904 of Regulation S, a certificate to the effect set forth in Exhibit B

hereto, including the certifications in item (2) thereof;

(d)if such Restricted Definitive Note is being transferred to the Issuer, a

certificate to the effect set forth in Exhibit B hereto, including the

certifications in item (3)(1) thereof;

(e)if such beneficial interest is being transferred pursuant to an effective

registration statement under the Securities Act in compliance with the

prospectus delivery requirements of the Securities Act, a certificate to the

effect set forth in Exhibit B hereto, including the certifications in item

(3)(2) thereof; or

(f)if such beneficial interest is being transferred pursuant to an exemption

from the registration requirements of the Securities Act other than Rule

144A, Rule 144, or Rule 903 or Rule 904 of Regulation S, a certificate to

the effect set forth in Exhibit B hereto, including the certifications,

certificates and Opinion of Counsel required by item (3)(3) thereof, if

applicable;

the Trustee, upon receipt of a Company Order, shall cancel the Restricted Definitive

Note, and increase or cause to be increased in a corresponding amount pursuant to

Section 2.06(h) the aggregate principal amount of, in the case of clause (a) above, the

appropriate Restricted Global Note, in the case of clause (b) above, a 144A Global Note,

and, in the case of clause (c) above, a Regulation S Global Note.

(2)Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes.

A Holder of a Restricted Definitive Note may exchange such Note for a

beneficial interest in an Unrestricted Global Note or transfer such Restricted

Definitive Note to a Person who takes delivery thereof in the form of a beneficial

interest in an Unrestricted Global Note only if the Registrar receives the

following:

(i)if the Holder of such Restricted Definitive Notes proposes to

exchange such Notes for a beneficial interest in the Unrestricted Global Note, a

certificate from such Holder in the form of Exhibit C hereto, including the

certifications in item (1)(c) thereof; or

(ii)if the Holder of such Restricted Definitive Notes proposes to

transfer such Notes to a Person who shall take delivery thereof in the form of a

beneficial interest in the Unrestricted Global Note, a certificate from such Holder

substantially in the form of Exhibit B hereto, including the certifications in item

(4) thereof;


	46

and, in each such case set forth in this subparagraph (d)(2), if the Registrar so requests or

if the Applicable Procedures so require, an Opinion of Counsel in form reasonably

acceptable to the Registrar to the effect that such exchange or transfer is in compliance

with the Securities Act and that the restrictions on transfer contained herein and in the

Private Placement Legend are no longer required in order to maintain compliance with

the Securities Act.

Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(2),

the Trustee, upon receipt of a Company Order, will cancel the Restricted Definitive Notes

and increase or cause to be increased the aggregate principal amount of the Unrestricted

Global Note.

(3)Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global

Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for

a beneficial interest in an Unrestricted Global Note or transfer such Definitive

Notes to a Person who takes delivery thereof in the form of a beneficial interest

in an Unrestricted Global Note at any time. Upon receipt of a request for such an

exchange or transfer, the Trustee will cancel the applicable Unrestricted

Definitive Note and increase or cause to be increased the aggregate principal

amount of one of the Unrestricted Global Notes.

(4)Unrestricted Definitive Notes to Beneficial Interests in Restricted Global Notes

Prohibited. An Unrestricted Definitive Note may not be exchanged for, or

transferred to Persons who take delivery thereof in the form of, beneficial

interests in a Restricted Global Note.

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected

pursuant to subparagraphs (2)(a) or (3) above at a time when an Unrestricted Global Note

has not yet been issued, the Issuer will issue and, upon receipt of a Company Order in

accordance with Section 2.02 hereof, the Trustee shall authenticate one or more

Unrestricted Global Notes in an aggregate principal amount equal to the principal amount

of Definitive Notes so transferred.

(e)Transfer and Exchange of Definitive Notes for Definitive Notes Upon request by a Holder

of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the

Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer

or exchange, the requesting Holder must present or surrender to the Registrar the Definitive Notes duly

endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly

executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder

must provide any additional certifications, documents and information, as applicable, required pursuant to

the following provisions of this Section 2.06(e).

(1)Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted

Definitive Note may be transferred to and registered in the name of Persons who

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

receives the following:

(a)if the transfer will be made pursuant to Rule 144A, then the transferor

must deliver a certificate substantially in the form of Exhibit B hereto,

including the certifications in item (1) thereof;

(b)if the transfer will be made pursuant to Rule 903 or Rule 904 of

Regulation S, then the transferor must deliver a certificate substantially

in the form of Exhibit B hereto, including the certifications in item (2)

thereof; and


	47

(c)if the transfer will be made pursuant to any other exemption from the

registration requirements of the Securities Act, then the transferor must

deliver a certificate substantially in the form of Exhibit B hereto,

including the certifications, certificates and Opinion of Counsel required

by item (3) thereof, if applicable.

(2)Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted

Definitive Note may be exchanged by the Holder thereof for an Unrestricted

Definitive Note or transferred to a Person or Persons who take delivery thereof in

the form of an Unrestricted Definitive Note if the Registrar receives the

following:

(i)if the Holder of such Restricted Definitive Notes

proposes to exchange such Notes for an Unrestricted Definitive Note, a

certificate from such Holder in the form of Exhibit C hereto, including

the certifications in item (1)(d) thereof; or

(ii)if the Holder of such Restricted Definitive Notes

proposes to transfer such Notes to a Person who shall take delivery

thereof in the form of an Unrestricted Definitive Note, a certificate from

such Holder substantially in the form of Exhibit B hereto, including the

certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (e)(2), if the

Registrar so requests, an Opinion of Counsel in form reasonably

acceptable to the Registrar to the effect that such exchange or transfer is

in compliance with the Securities Act and that the restrictions on transfer

contained herein and in the Private Placement Legend are no longer

required in order to maintain compliance with the Securities Act.

Upon satisfaction of the conditions of any of the clauses of this

Section 2.06(e), the Trustee shall, upon receipt of a Company Order,

cancel the prior Restricted Definitive Note and the Issuer will execute,

and upon receipt of a Company Order in accordance with Section 2.02,

the Trustee shall authenticate and deliver an Unrestricted Definitive Note

in the appropriate aggregate principal amount to the Person designated

by the Holder of such prior Restricted Definitive Note in written

instructions delivered to the Registrar by such Holder.

(f)Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted

Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an

Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall

(g)Legends. The following legends will appear on the face of all Global Notes and

Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable

provisions of this Indenture.

(1)Private Placement Legend.

(a)Except as permitted by subparagraph (b) below, each Global Note and each

Definitive Note (and all Notes issued in exchange therefor or substitution thereof)

shall bear the legend in substantially the following form:

“THE NOTES HAVE NOT BEEN REGISTERED

UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE

“SECURITIES ACT”), OR ANY STATE SECURITIES LAWS.

ACCORDINGLY, THIS NOTE NOR ANY INTEREST OR PARTICIPATION


	48

HEREIN MAY NOT BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,

PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE

ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION

IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION AS SET

FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1)

REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL

BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT

(“RULE 144A”)) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING

THIS NOTE IN AN OFFSHORE TRANSACTION AND (2) AGREES TO

OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER SUCH NOTE ONLY

(A) TO THE ISSUER OF THE NOTES, (B) PURSUANT TO A

REGISTRATION STATEMENT WHICH HAS BEEN DECLARED

EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE

NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A TO A

PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL

BUYER THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE

ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM

NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN

RELIANCE ON RULE 144A, (D) OUTSIDE THE UNITED STATES

PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS IN AN

OFFSHORE TRANSACTION PURSUANT TO REGULATION S UNDER

THE SECURITIES ACT IN A TRANSACTION MEETING THE

REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT OR (E)

PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE

REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (OTHER

THAN RULE 144), SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S

RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT

TO CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION

OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION

SATISFACTORY TO EACH OF THEM.”

(b)Notwithstanding the foregoing, any Global Note or Definitive Note issued

pursuant to subparagraphs (b)(4), (c)(3), (c)(4), (d)(2), (d)(3) or (e)(2) of this

Section 2.06 (and all Notes issued in exchange therefor or substitution thereof)

will not bear the Private Placement Legend.

(2)Global Note Legend. Each Global Note will bear a legend in substantially the

following form:

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITORY (AS DEFINED IN

THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN

CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF,

AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY

CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH

NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO

SECTION 2.01 AND SECTION 2.06 OF THE INDENTURE, (2) THIS

GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART

PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL

NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION

PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (4) THIS


	49

GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR

DEPOSITORY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR

NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE

TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A

NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE

DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE

DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A

SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR

DEPOSITORY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN

AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST

COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW

YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF

TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE

ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH

OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED

REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &

CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN

AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE

OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY

PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER

HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

(3)Regulation S Temporary Global Note Legend. Each Regulation S Temporary

Global Note will bear a legend in substantially the following form:

“THIS GLOBAL NOTE IS A TEMPORARY GLOBAL NOTE FOR

PURPOSES OF REGULATION S UNDER THE SECURITIES ACT.

NEITHER THIS TEMPORARY GLOBAL NOTE NOR ANY INTEREST

HEREIN MAY BE OFFERED, SOLD, DELIVERED OR EXCHANGED FOR

AN INTEREST IN A PERMANENT GLOBAL NOTE OR OTHER NOTE

EXCEPT UPON DELIVERY OF THE CERTIFICATIONS SPECIFIED IN

THE INDENTURE.”

(h)Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests

in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has

been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned

to or retained and canceled by the Trustee in accordance with Section 2.12 of this Indenture. At any time

prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a

Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for

Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced

accordingly and a notation will be made on the records maintained by the Trustee or by the Depository at

the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for

or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another

Global Note, such other Global Note will be increased accordingly and a notation will be made on the

records maintained by the Trustee or by the Depository at the direction of the Trustee to reflect such

increase.

(i)General Provisions Relating to Transfers and Exchanges.

(1)To permit registrations of transfers and exchanges, the Issuer shall execute and

the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of


	50

a Company Order in accordance with Section 2.02 hereof or at the Registrar’s

request.

(2)No service charge shall be made to a Holder of a Global Note or to a Holder of a

Definitive Note for any registration of transfer or exchange, but the Issuer and the

Trustee may require payment of a sum sufficient to cover any transfer tax or

similar governmental charge payable in connection therewith (other than any

such transfer taxes or similar governmental charge payable upon exchange or

transfer pursuant to Sections 2.11, 3.06, 4.11 and 9.04 hereof).

(3)[Reserved].

(4)All Global Notes and Definitive Notes issued upon any registration of transfer or

exchange of Global Notes or Definitive Notes shall be the valid obligations of the

Issuer, evidencing the same debt, and entitled to the same benefits under this

Indenture, as the Global Notes or Definitive Notes surrendered upon such

registration of transfer or exchange.

(5)Neither the Registrar nor the Issuer shall be required:

(a)to issue, to register the transfer of or to exchange any Notes during a

period beginning at the opening of business fifteen (15) days before the

day of any selection of Notes for redemption under Section 3.02 hereof

and ending at the close of business on the day of selection;

(b)to register the transfer of or to exchange any Note selected for

redemption in whole or in part, except the unredeemed portion of any

Note being redeemed in part; or

(c)to register the transfer of or to exchange a Note between a record date

and the next succeeding interest payment date.

(6)Prior to due presentment for the registration of a transfer of any Note, the

Trustee, any Agent and the Issuer may deem and treat the Person in whose name

any Note is registered as the absolute owner of such Note for the purpose of

receiving payment of principal of and interest on such Notes and for all other

purposes, and none of the Trustee, any Agent or the Issuer shall be affected by

notice to the contrary.

(7)The Trustee shall authenticate Global Notes and Definitive Notes in accordance

with the provisions of Section 2.02 hereof.

(8)All orders, certifications, certificates and Opinions of Counsel required to be

submitted to the Registrar pursuant to this Section 2.06 to effect a registration of

transfer or exchange may be submitted electronically.

(9)Notwithstanding anything herein to the contrary, neither the Trustee nor the

Registrar shall be responsible for ascertaining whether any transfer or exchange

complies with the registration provisions of or exemptions from the Securities

Act or applicable state securities laws.

(10)None of the Trustee, Agent, or the Issuer or any Subsidiary Guarantor shall have

any responsibility or obligation to any Beneficial Owner of an interest in a Global

Note, any agent member or other member of, or a participant in, DTC or other

person with respect to the accuracy of the records of DTC or any nominee or

participant or member thereof, with respect to any ownership interest in the Notes

or with respect to the delivery to any agent member or other participant, member,


	51

Beneficial Owner or other person (other than DTC) of any notice or the payment

of any amount or delivery of any Notes (or other security or property) under or

with respect to such Notes. All notices and communications to be given to the

Holders and all payments to be made to Holders in respect of the Notes shall be

given or made only to or upon the order of the Holders (which shall be DTC or

its nominee in the case of a Global Note). The rights of beneficial owners in any

Global Note shall be exercised only through DTC, subject to its applicable rules

and procedures. The Trustee, Agents, the Issuer and any Subsidiary Guarantor

may rely and shall be fully protected in relying upon information furnished by

DTC with respect to its agent members and other members, participants and any

beneficial owners.

Section 2.07Additional Notes.

(a)The aggregate amount of Notes that may be authenticated and delivered under this

Indenture is unlimited. The Notes may be issued in one or more series (any such Notes issued subsequent

to the Issue Date, the “Additional Notes”), subject, in the case of Additional Notes, in compliance with

Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are substantially

identical to the terms of the Initial Notes, except in respect of any of the following terms, which shall be

set forth in a supplemental indenture or Officer’s Certificate:

(1)the aggregate principal amount of such Additional Notes;

(2)the date or dates on which such Additional Notes will be issued;

(3)the price at which the Additional Notes will be issued;

(4)the first interest payment date and the first date from which interest will accrue

on the Additional Notes;

(5)the date or dates and price or prices at which, the period or periods within which,

and the terms and conditions upon which, such Additional Notes may be

redeemed, in whole or in part pursuant to any special mandatory redemption

using amounts released from any escrow account into which proceeds of the

issuance of such Additional Notes are deposited pending consummation of any

acquisition, Investment, refinancing or other transaction (such redemption, an

“Additional Notes Special Mandatory Redemption”);

(6)[reserved]; and

(7)the ISIN, Common Code, CUSIP or other securities identification numbers with

respect to such Additional Notes, and the relevant clearing systems.

(b)Any Additional Notes that are substantially identical in all material respects to any other

series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be

deemed to be substantially identical to such series of Notes only following the date on which any such

Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are

not fungible with such Notes for U.S. federal income tax purposes, such Additional Notes will have a

separate CUSIP or other identifying number. The Initial Notes and any Additional Notes subsequently

issued under this Indenture will be treated as a single class for all purposes under this Indenture,

including, without limitation, waivers, amendments, redemptions and offers to purchase.

Section 2.08Replacement Notes.

(a)If any mutilated Note is surrendered to the Trustee or the Issuer and the Trustee receives

evidence to its satisfaction of the destruction, loss or theft of any Note, the Issuer will issue and the

Trustee, upon receipt of a Company Order, will authenticate a replacement Note if the Trustee’s


	52

requirements are met. An indemnity bond must be supplied by the Holder that is sufficient in the

judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, any Agent and any authenticating

agent from any loss that any of them may suffer if a Note is replaced. The Issuer may charge for its

expenses in replacing a Note.

(b)Every replacement Note is an additional obligation of the Issuer and will be entitled to all

of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

Section 2.09Outstanding Notes.

(a)The Notes outstanding at any time are all the Notes authenticated by the Trustee except

for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global

Note effected by the Trustee in accordance with the provisions hereof or any applicable supplemental

indenture, and those described in this Section 2.09 as not outstanding. Except as set forth in Section 2.10

hereof, a Note does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the

Note.

(b)If a Note is replaced pursuant to Section 2.08 hereof, it ceases to be outstanding unless

the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser.

(c)If the principal amount of any Note is considered paid under Section 4.01 hereof, it

ceases to be outstanding and interest on it ceases to accrue.

(d)If the Paying Agent (other than the Issuer, a Subsidiary of the Issuer or an Affiliate of any

thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date,

then on and after that date such Notes will be deemed to be no longer outstanding and will cease to accrue

interest.

Section 2.10Treasury Notes.

In determining whether the Holders of the required principal amount of Notes have concurred in

any direction, waiver or consent pursuant to the Notes Documents, Notes owned by the Issuer, or by any

Person directly or indirectly controlling or controlled by or under direct or indirect common control with

the Issuer, will be considered as though not outstanding, except that for the purposes of determining

whether the Trustee will be protected in relying on any such direction, waiver or consent, only Notes that

a Responsible Officer of the Trustee actually knows are so owned will be so disregarded.

Section 2.11Temporary Notes.

(a)Until certificates representing Notes are ready for delivery, the Issuer may prepare and

the Trustee, upon receipt of a Company Order, will authenticate temporary Notes. Temporary Notes will

be substantially in the form of certificated Notes but may have variations that the Issuer considers

appropriate for temporary Notes and as may be reasonably acceptable to the Trustee. Without

unreasonable delay, the Issuer will prepare and the Trustee will authenticate Definitive Notes in exchange

for temporary Notes.

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

Definitive Notes.

Section 2.12Cancellation.

The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and

Paying Agent will forward to the Trustee any Notes surrendered to them for registration of transfer,

exchange or payment. Upon receipt of a Company Order, the Trustee and no one else will cancel all

Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and will

dispose of such canceled Notes in its customary manner. Certification of the disposition of all canceled

Notes will be delivered to the Issuer at the Issuer’s written request. The Issuer may not issue new Notes

to replace Notes that it has paid or that have been delivered to the Trustee for cancellation.


	53

Section 2.13CUSIP / ISIN Numbers.

The Issuer in issuing the Notes may use “CUSIP” or “ISIN” numbers (if then generally in use),

and, if so, the Trustee shall use “CUSIP” or “ISIN” numbers in notices of redemption as a convenience to

Holders; provided that any such notice may state that no representation is made as to the correctness of

such numbers either as printed on the Notes or as contained in any notice of a redemption and that

reliance may be placed only on the other identification numbers printed on the Notes, and any such

redemption shall not be affected by any defect in or omission of such numbers. The Issuer will promptly

notify the Trustee in writing of any change in the “CUSIP” or “ISIN” numbers.

ARTICLE 3 REDEMPTION AND PREPAYMENT

Section 3.01Notices to Trustee.

The Issuer may, with respect to the Notes, reserve the right to redeem and pay the Notes or may

covenant to redeem and pay the Notes or any part thereof prior to the Stated Maturity thereof at such time

and on such terms as provided for in such Notes. If a Note is redeemable and the Issuer elects or is

obligated to redeem such Notes pursuant to the provisions of such Notes, it must furnish to the Trustee, at

least five (5) Business Days prior to the date of the notice of redemption pursuant to Section 3.03, unless

a shorter period is acceptable to the Trustee, an Officer’s Certificate setting forth:

(1)the clause of the Notes pursuant to which the redemption shall occur;

(2)the redemption date;

(3)the principal amount of the Notes to be redeemed;

(4)the redemption price; and

(5)the applicable CUSIP numbers, if any.

Section 3.02Selection of Notes to Be Redeemed.

If less than all of the Notes are to be redeemed at any time (including pursuant to Section 3.10 or

Article 14), the Notes to be redeemed will be selected on a pro rata basis or by lot or such other similar

method in accordance with the Applicable Procedures, unless otherwise required by law or applicable

stock exchange requirements. No Notes of $2,000 or less shall be redeemed in part.

If any Note is to be redeemed in part only, the notice of redemption that relates to that Note shall

state the portion of the principal amount of that Note that is to be redeemed. In the case of certificated

notes, a new Note in principal amount equal to the unredeemed portion of the original Note shall be

issued in the name of the Holder upon cancellation of the original Note.

Section 3.03Notice of Redemption.

Except as otherwise provided in this Indenture (including as described in Section 3.10), notices of

redemption shall be mailed by first class mail or delivered electronically at least ten (10) but not more

than sixty (60) days before the redemption date to each Holder of Notes to be redeemed, except that

redemption notices may be mailed or delivered electronically more than sixty (60) days prior to a

redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and

discharge of this Indenture.

Notice of any redemption of the Notes may, at the Issuer’s option, be given prior to the

consummation of a transaction or event (including an Equity Offering, an Asset Sale, an incurrence of

Debt, a Change of Control, a Data Center Lease Termination Default or other transaction or event), and

any such redemption may, at the Issuer’s option, be subject to the satisfaction of one or more conditions

precedent (including the consummation of an Equity Offering, an Asset Sale, an incurrence of Debt, a

Change of Control, a Data Center Lease Termination Default or other transaction or event). If such


	54

redemption is subject to the satisfaction of one or more conditions precedent, such notice shall state that,

at the Issuer’s option, the redemption date may be delayed until such time (including more than sixty (60)

days after the date the notice of redemption was mailed or delivered, including by electronic transmission)

as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), such

redemption may not occur and such notice may be rescinded in the event that any or all of such conditions

shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by

the redemption date so delayed. If any such condition precedent has not been satisfied, the Issuer shall

provide notice to the Trustee and each Holder at any time prior to the close of business two (2) Business

Days prior to the redemption date. Upon receipt of such notice, unless the Issuer has elected to delay, the

notice of redemption shall be rescinded and the redemption of the Notes shall not occur. If requested by

the Issuer, upon receipt of the rescission notice, the Trustee shall provide such notice to each Holder in

the same manner in which the notice of redemption was given if such notice was delivered by the Trustee.

In addition, the Issuer may provide in such notice that payment of the redemption price and performance

of the Issuer’s obligations with respect to such redemption may be performed by another Person.

Subject to the preceding paragraph, the Notes called for redemption become due on the date fixed

for redemption. Unless the Issuer defaults in the payment of the redemption price, on and after the

redemption date, interest ceases to accrue on Notes or portions of them called for redemption.

Upon any redemption that requires the payment of the Applicable Premium (including, without

limitation, in connection with the Issuer’s exercise of its Legal Defeasance option or Covenant

Defeasance option as set forth in Article 8 or the discharge of all obligations under this Indenture in

accordance with Article 10), the amount deposited with the Trustee shall be sufficient for purposes of this

Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium

calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any

such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or

prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s

Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit

that confirms that such Applicable Premium Deficit shall be applied toward such redemption.

Section 3.04Effect of Notice of Redemption.

Once notice of redemption is mailed or delivered electronically in accordance with Section 3.03

hereof, Notes called for redemption become, subject to any conditions precedent set forth in the notice of

redemption, irrevocably due and payable on the redemption date at the redemption price.

Section 3.05Deposit of Redemption Price.

One (1) Business Day prior to the redemption date, the Issuer shall deposit with the Trustee or

with the Paying Agent money sufficient to pay the redemption price of, accrued interest to but excluding

the redemption date, and premium, if any, on all Notes to be redeemed on that date. Promptly after the

Issuer’s written request, the Trustee or the Paying Agent shall promptly return to the Issuer any money

deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay

the redemption price of, accrued interest, and premium, if any, on, all Notes to be redeemed.

If the Issuer complies with the provisions of the preceding paragraph, on and after the redemption

date, interest will cease to accrue on the Notes or the portions of Notes called for redemption.

If a Note is redeemed on or after an interest record date but on or prior to the related interest

payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note

was registered at the close of business on such record date. If any Note called for redemption is not so

paid upon surrender for redemption because of the failure of the Issuer to comply with the preceding

paragraph, interest shall be paid on the unpaid principal, from the redemption date until such principal is

paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate

provided in the Notes and in Section 4.01 hereof.


	55

Section 3.06Notes Redeemed in Part.

Upon surrender of a Note that is redeemed in part, the Issuer shall issue and, upon receipt of a

Company Order, the Trustee shall authenticate for the Holder at the expense of the Issuer a new Note

equal in principal amount to the unredeemed portion of the Note surrendered.

Section 3.07Calculation of Redemption Price.

The Trustee shall have no obligation to calculate the redemption price of any Note.

Section 3.08[Reserved].

Section 3.09Mandatory Prepayment; Open Market Purchases.

(a)The Issuer shall not be required to make mandatory prepayments or sinking fund

payments with respect to the Notes, except in accordance with Article 14.

(b)The Issuer or its affiliates (including members of management) may from time to time

acquire Notes by means other than a redemption, whether by tender offer, open market purchases,

negotiated transactions or otherwise and any Notes so acquired shall reduce the Installments of the Notes

payable pursuant to the provisions described under Section 14.01(c) hereof.

Section 3.10Termination Fee Offer.

(a)To the extent payable pursuant to the Data Center Lease, the applicable Company Party

will deposit, or use commercially reasonable efforts to cause the Tenant or the applicable Qualifying

Tenant to deposit, any Data Center Lease Termination Fee to the Designated Account. Within fifteen (15)

Business Days of the occurrence of a Data Center Lease Termination Default, the Issuer shall make an

offer to all Holders of the Notes in an amount equal to the Data Center Lease Termination Fee deposited

into the Designated Account as of the date of such offer (“Termination Fee Offer”) and, if required or

permitted by the terms of any other Pari Passu Debt on a pro rata basis to the holders of such Pari Passu

Debt, to purchase the maximum aggregate principal amount of the Notes and such Pari Passu Debt that

may be purchased with such Data Center Lease Termination Fee at an offer price, in the case of the Notes

only, in cash in an amount equal to 100.000% of the principal amount thereof, plus accrued and unpaid

interest, if any, to, but excluding the date fixed for the repurchase of such Notes pursuant to such offer, in

accordance with the procedures set forth in this Indenture and, if applicable, the documents governing

such Pari Passu Debt. The Issuer will commence a Termination Fee Offer by sending the notice required

pursuant to the terms of this Indenture, with a copy to the Trustee.

(b)To the extent that the aggregate principal amount of Notes tendered pursuant to a

Termination Fee Offer is less than the amount of the Data Center Lease Termination Fees received as of

the date of such Termination Fee Offer, the Company Parties may use any remaining Data Center Lease

Termination Fees in any manner not prohibited by this Indenture and may, for the avoidance of doubt,

deposit such funds in a Distribution Account. If the aggregate principal amount of Notes tendered

pursuant to a Termination Fee Offer exceeds the amount of the Data Center Lease Termination Fees

received as of the date of such Termination Fee Offer, the Issuer shall select the Notes (subject to

applicable procedures of DTC as to global notes), to be purchased or repaid on a pro rata basis to the

extent practicable based on the aggregate principal amount of the Notes, with adjustments as necessary so

that no Notes will be repurchased in an unauthorized denomination; provided that no Notes of $2,000 or

less shall be repurchased in part.

(c)The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and

any other securities laws and regulations thereunder to the extent such laws or regulations are applicable

in connection with the repurchase of the Notes pursuant to a Termination Fee Offer. To the extent that the

provisions of any securities laws or regulations conflict with the provisions of this Indenture set forth in

this section, the Issuer will comply with the applicable securities laws and regulations and shall not be

deemed to have breached its obligations under the provisions of this Indenture set forth in this section in

any respect by virtue of such compliance. The Issuer may rely on any no-action letters issued by the SEC


	56

indicating that the staff of the SEC will not recommend enforcement action in the event a tender offer

satisfies certain conditions.

(d)Upon the making and completion of a Termination Fee Offer, all obligations of the

Company Parties set forth in this section shall no longer be of any force or effect, and any Data Center

Lease Termination Default and any Data Center Lease Termination Event of Default related to the Data

Center Lease that is the subject of such Data Center Lease Termination Event shall be cured without any

additional action of any Company Party.

(e)A Termination Fee Offer may be made at the same time as consents are solicited with

respect to an amendment, supplement or waiver of any of the Notes Documents (but the Termination Fee

Offer may not condition tenders on the delivery of such consents). In addition, the Issuer may, subject to

Applicable Law, increase the consideration being offered to Holders in the Termination Fee Offer at any

time in its sole discretion.

(f)Any Notes repurchased pursuant to the foregoing provisions of this Section 3.10 shall

reduce the Installments of the Notes payable pursuant to the provisions described under Section 14.01(c)

hereof.

ARTICLE 4 COVENANTS

Section 4.01Payment of Notes.

The Issuer shall pay or cause to be paid the principal of, premium, if any, and interest on the

Notes on the dates and in the manner provided in this Indenture and the Notes. Principal, premium, if

any, and interest will be considered paid on the date due if the Paying Agent, if other than the Issuer or a

Subsidiary thereof, holds as of 11:00 a.m. New York City time on the due date money deposited by the

Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if

any, and interest then due.

Section 4.02Maintenance of Office or Agency.

(a)The Issuer shall, for the benefit of Holders, maintain an office or agency (which may be

an office of the Trustee or an Affiliate of the Trustee or Registrar) where Notes may be surrendered for

registration of transfer or for exchange and where notices and demands to or upon the Issuer in respect of

the Notes and this Indenture may be served. The Issuer shall give prompt written notice to the Trustee of

the location, and any change in the location, of such office or agency. If at any time the Issuer fails to

maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such

presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of

the Trustee.

(b)The Issuer may also from time to time designate one or more other offices or agencies

where the Notes may be presented or surrendered for any or all such purposes and may from time to time

rescind such designations. The Issuer shall give prompt written notice to the Trustee of any such

designation or rescission and of any change in the location of any such other office or agency.

(c)The Issuer hereby designates the Corporate Trust Office of the Trustee for such Notes as

one such office or agency of the Issuer in accordance with Section 2.03 hereof; provided, however, the

Trustee shall not be deemed an agent of the Issuer for the service of legal process.

Section 4.03Compliance Certificate.

(a)The Issuer shall deliver to the Trustee, within one hundred twenty (120) days after the

end of each Fiscal Year beginning with the Fiscal Year ending December 31, 2026, an Officer’s

Certificate (provided that the Officer’s Certificate for the Fiscal Year ending on or about December 31,

2026 shall be furnished within one hundred fifty (150) days after the end of such Fiscal Year) stating that

a review of the activities of the Issuer during the preceding fiscal year has been made under the

supervision of the signing Authorized Officer with a view to determining whether the Issuer has kept,


	57

observed, performed and fulfilled its obligations under this Indenture, and further stating, as to such

Authorized Officer signing such certificate, that to the best of his or her knowledge the Issuer is not in

Default (or, if a Default has occurred and is continuing, describing all such Defaults of which he or she

may have knowledge and what action the Issuer is taking or proposes to take with respect thereto) and

that to the best of his or her knowledge no event has occurred and remains in existence by reason of

which payments on account of the principal of or interest, if any, on the Notes is prohibited or if such

event has occurred and a description of the event.

(b)So long as any of the Notes are outstanding, the Issuer shall deliver to the Trustee, within

30 calendar days upon a Responsible Officer of the Issuer becoming aware of any Default, an Officer’s

Certificate specifying such Default; provided that no such notice shall be required if such Default or

Event of Default has been cured prior to the expiration of such 30 calendar day period.

Section 4.04Limitation on Debt.

(a)Each Company Party shall not create, incur, assume or permit to exist any Debt, except

(without duplication):

(1)(a) solely following the occurrence of the Commencement Date, Debt of the

Company Parties under any Credit Facilities, and Guarantees in respect of such

Debt, (which may include Additional Notes) in an aggregate principal amount at

any time outstanding pursuant to this clause (a) not to exceed (I) $25.0 million

plus (II) 50.0% of Net Operating Income for the most recently ended four full

fiscal quarters for which financial statements have been delivered or deemed

delivered to the Trustee; provided that such Debt shall not have any obligors or

collateral that are not also obligors of the Notes or Collateral for the Notes, and in

the case of any Debt incurred pursuant to this clause (a) that is secured by Liens

on the Collateral on a pari passu basis with the Notes, (A) the Issuer determines

in good faith that its estimated future Net Operating Income through to the Stated

Maturity of the Notes will be sufficient to satisfy its Debt Service obligations

(after giving pro forma effect to the incurrence of such Debt) and (B) such Debt

shall not (i) have an earlier final maturity date than the final maturity date

applicable to the Notes or a shorter weighted average life to maturity than the

Notes or (ii) have any obligors or collateral that are not also obligors or Collateral

for the Notes (with all other Debt incurred pursuant to this clause (a) that does

not comply with the foregoing proviso being unsecured or secured by the

Collateral on a junior lien basis relative to the Notes), and (b) any Refinancing of

any of the foregoing;

(2)(x) Debt represented by the Notes (other than any Additional Notes) and any

Subsidiary Guarantee, (y) Debt of the Company Parties existing on the Issue Date

(other than Debt pursuant to clause (2)(x) of this Section 4.04(a)) or

contemplated by the Issue Date Budget and (z) any Refinancing of any of the

foregoing; provided that such Debt, in the case of this clause (z), shall not have

an earlier final maturity date or a shorter weighted average maturity than the final

maturity date or weighted average life to maturity, as applicable, of the Debt

being refinanced;

(3)(a) Debt in an aggregate amount not to exceed, when taken together with all

Restricted Payments made in reliance on Sections 4.05(b)(7)(ii), (9) and (12), the

Available Retained Excess Cash Flow Amount, plus an amount equal to the

Declined Asset Sale Proceeds, plus any Excess Termination Fee Funds and (b)

any Refinancing of any of the foregoing;

(4)Debt among the Company Parties; provided that any such Debt secured by Liens

on the Collateral shall be secured on a junior lien basis relative to the Notes;


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(5)(a) Debt related to the Project in an aggregate principal amount that would not

cause the Issuer’s Loan to Cost Ratio to exceed the greater of (I) the Issuer’s

Loan to Cost Ratio as of the Issue Date and (II) 85% on a pro forma basis after

giving effect to such incurrence, and (b) any Refinancing of any of the foregoing;

(6)Debt in respect of repurchase agreements constituting Cash Equivalents;

(7)Debt in respect of netting services, overdraft protections and otherwise in

connection with deposit accounts;

(8)Debt represented by (a) Finance Lease Obligations and Purchase Money

Obligations in an aggregate principal amount at the time of incurrence not to

exceed $20.0 million, (b) Finance Lease Obligations and Purchase Money

Obligations entered into in the ordinary course of business, (c) to the extent

constituting Debt (but not Debt for borrowed money) amounts due pursuant to

any Project Documents or any Additional Project Document, and (d) Debt

initially owed to, or beneficially owned by, a Tenant to finance the acquisition of

any equipment necessary to perform services for such Tenant;

(9)other Debt of the Company Parties in an aggregate principal amount not to

exceed $10.0 million at any one time outstanding, plus any accrued interest, fees,

premiums or expenses in respect thereof;

(10)to the extent constituting Debt, contingent obligations of the Company Parties

under or in respect of performance bonds, bid bonds, appeal bonds, surety bonds,

financial assurances and completion guarantees, indemnification obligations,

obligations to pay insurance premiums, take or pay obligations and similar

obligations in each case of a type incurred in the ordinary course of business of

Parent and its subsidiaries and not in connection with Debt for borrowed money

and any guarantees or indemnities in respect thereof;

(11)to the extent constituting Debt, Debt of the Company Parties arising from the

honoring by a bank or other financial institution of a check, draft or similar

instrument drawn against insufficient funds in the ordinary course of business or

other cash management services in the ordinary course of business; provided that

such Debt is extinguished within ten (10) Business Days of its incurrence (or

such longer period as may be required due to administrative or processing delays

beyond the reasonable control of the Company Parties);

(12)(a) Additional Project Debt of the Company Parties (which, without limitation,

may be in the form of Additional Notes), so long as the Additional Project Debt

Conditions are satisfied with respect thereto on or prior to the date of incurrence

of such Additional Project Debt and (b) any Refinancing of any of the foregoing;

(13)(a) Debt in an unlimited amount; provided that the Issuer obtains a Rating

Agency Confirmation giving effect to such Debt and (b) any Refinancing of any

of the foregoing;

(14)trade payables incurred in the ordinary course of business (but not for borrowed

money) and (A) not more than ninety (90) days past due or (B) being contested in

good faith by appropriate proceedings;

(15)to the extent constituting Debt, financing of insurance premiums and take-or-pay

obligations contained in supply arrangements;

(16)contingent obligations resulting from indemnities provided under (i) the

Transaction Documents and indemnities provided in the ordinary course under

other Project Documents and (ii) any Additional Transaction Documents and


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indemnities provided in the ordinary course under other Additional Project

Documents;

(17)obligations of the Company Parties under the Project Documents or any

Additional Project Documents incurred in the ordinary course of business

(including any guarantees made, or letters of credit issued, pursuant to or

otherwise in connection with the Project Documents or any Additional Project

Documents) to the extent such amounts are (A) not overdue by more than ninety

(90) days or (B) being contested in good faith and by appropriate proceedings

and in respect of which adequate reserves are in place in accordance with the

Company Parties’ standard accounting practices;

(18)to the extent constituting Debt, reimbursement and other payment obligations not

constituting Debt for borrowed money owed by any Company Party in respect of

a Shared Facilities Arrangement that is effected pursuant to and subject to a

Shared Facilities Agreement;

(19)(x) reimbursement obligations in respect of (a) letters of credit issued in an

aggregate principal amount not to exceed $50.0 million at any one time

outstanding, (b) letters of credit issued for the benefit of the Debt Service

Reserve Account in an amount sufficient to cause the amount on deposit or

deemed to be on deposit in the Debt Service Reserve Account to be equal to the

Debt Service Reserve Required Amount, and (c) letters of credit issued that do

not accrue cash interest and (y) any Refinancing of any of the foregoing;

(20)(x) following the occurrence of the Commencement Date, (i) Debt of the

Company Parties in an aggregate principal amount at any time outstanding

pursuant to this subclause (x) not to exceed an amount equal to the 50% of the

result of (A) the Full Budgeted Cost of Construction with respect to the Project

minus (B) the aggregate principal amount of Notes issued on the Issue Date and

the outstanding amount of Debt incurred pursuant to this subclause (x); provided,

however, that the Issuer determines in good faith that its estimated future Net

Operating Income through to the Stated Maturity of the Notes will be sufficient

to satisfy its Debt Service obligations (after giving pro forma effect to the

incurrence of such Debt), and (ii) any Refinancing thereof; and (y) solely

following the occurrence of the “final commencement date” (or equivalent term)

of any Additional Project, (i) Debt of the Company Parties in an aggregate

principal amount at any time outstanding pursuant to this subclause (y) not to

exceed an amount equal to 50% of the result of (A) the Full Budgeted Cost of

Construction with respect to such Additional Project minus (B) the aggregate

principal amount of Additional Project Debt issued on the closing or issue date,

as applicable, for such Additional Project Debt and the outstanding amount of

Debt incurred pursuant to this subclause (y); provided, however, that the Issuer

determines in good faith that its estimated future Net Operating Income through

to the Stated Maturity of the Notes will be sufficient to satisfy its Debt Service

obligations (after giving pro forma effect to the incurrence of such Debt), and (ii)

any Refinancing thereof;

(21)Debt incurred to the extent that the net proceeds thereof are promptly deposited

with the Trustee to satisfy and discharge the Notes or exercise the Issuer’s

exercise of its Legal Defeasance option or Covenant Defeasance option as set

forth in Article 8;

(22)to the extent not constituting Debt for borrowed money, Debt in connection with

any transaction not prohibited by Sections 4.05, 4.06, 4.13 and 4.18, and Article


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(23)Debt incurred by the Company Parties constituting reimbursement obligations

with respect to letters of credit, bank guarantees, banker’s acceptances,

warehouse receipts, or similar instruments issued or created, or relating to

obligations or liabilities incurred, in the ordinary course of business, including

letters of credit in favor of suppliers, customers or trade creditors or in respect of

workers’ compensation claims, performance or surety bonds, health, disability or

other employee benefits or property, casualty or liability insurance or self-

insurance or other Debt with respect to reimbursement type obligations regarding

workers’ compensation claims, performance or surety bonds, health, disability or

other employee benefits or property, casualty or liability insurance or self-

insurance;

(24)Debt arising from agreements of the Company Parties providing for

indemnification, adjustment of purchase price, earn-outs (including contingent

earn-outs) or similar obligations, payment obligations in respect of any non-

compete, consulting or similar arrangement or progress payments for property or

services or other similar adjustments, in each case, incurred or assumed in

connection with the acquisition or disposition of any business, assets, a

Subsidiary or Investment, and Debt arising from guarantees, letters of credit,

bank guarantees, surety bonds, performance bonds or similar instruments

securing performance of the Issuer or any Subsidiary pursuant to such

agreements;

(25)Hedging Obligations (excluding Hedging Obligations entered into for speculative

purposes);

(26)to the extent constituting Debt, customer deposits and advance payments

(including progress premiums) received from customers for goods and services

purchased in the ordinary course of business;

(27)(a) Debt owed on a short-term basis to banks and other financial institutions that

arises in connection with ordinary banking arrangements to manage cash

balances of the Company Parties and (b) Debt in respect of Cash Management

Obligations;

(28)Debt incurred by the Company Parties in connection with bankers’ acceptances,

discounted bills of exchange or the discounting or factoring of receivables or

payables for credit management purposes, in each case incurred or undertaken in

the ordinary course of business;

(29)Debt attributable to (but not incurred to finance) the exercise of appraisal rights

and the settlement of any claims or actions (whether actual, contingent or

potential) with respect thereto, in each case, with respect to any transaction

permitted under this Indenture; and

(30)guarantees by any Company Party of Debt or other obligations so long as the

incurrence of such Debt or other obligations is not prohibited by the terms of this

Indenture.

(b)For purposes of determining compliance with, and the outstanding principal amount of

any particular Debt incurred pursuant to and in compliance with, this Section 4.04:

(1)in the event that all or any portion of any item of Debt meets the criteria of more

than one of the types of Debt described in Section 4.04(a), the Issuer, in its sole

discretion, will classify, and may from time to time reclassify, such item of Debt

(or any portion thereof) and only be required to include the amount and type of

such Debt in one of the clauses of Section 4.04(a);


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(2)additionally, all or any portion of any item of Debt may later be reclassified as

having been incurred pursuant to any type of Debt described in Section 4.04(a) so

long as such Debt is permitted to be incurred pursuant to such provision and any

related Liens are permitted to be incurred at the time of reclassification;

(3)all Debt outstanding on the Issue Date under the Notes shall be deemed incurred

on the Issue Date under Section 4.04(a)(2)(x) and may not, in whole or in part, be

subsequently reclassified;

(4)in the case of any Refinancing of any Debt, when measuring the outstanding

amount of such Debt, such amount shall not include the aggregate amount of

accrued and unpaid interest, dividends, premiums (including tender premiums),

defeasance costs, underwriting discounts, fees, costs and expenses (including

original issue discount, upfront fees or similar fees) incurred in connection with

such Refinancing;

(5)guarantees of, or obligations in respect of letters of credit, bankers’ acceptances

or other similar instruments relating to, or Liens securing, Debt that is otherwise

included in the determination of a particular amount of Debt shall not be

included;

(6)if obligations in respect of letters of credit, bankers’ acceptances or other similar

instruments are incurred pursuant to any Credit Facility and are being treated as

incurred pursuant to any clause of this paragraph and the letters of credit,

bankers’ acceptances or other similar instruments relate to other Debt, then such

other Debt shall not be included;

(7)Debt permitted by this Section 4.04 need not be permitted solely by reference to

one provision permitting such Debt but may be permitted in part by one such

provision and in part by one or more other provisions of this Section 4.04

permitting such Debt;

(8)for all purposes under this Indenture, including in connection with the incurrence,

issuance or assumption of any Debt pursuant Section 4.04(a) or the incurrence or

creation of any Lien pursuant to the definition of “Permitted Liens,” the Issuer

may elect, at its option, to treat all or any portion of the committed amount of any

Debt (and the issuance and creation of letters of credit and bankers’ acceptances

thereunder) which is to be incurred (or any commitment in respect thereof) or

secured by such Lien, as the case may be, as being incurred as of such election

date or as of the date of the receipt of any Rating Agency Confirmation, as

applicable, and, if such provision of this Indenture, as applicable, is complied

with (or satisfied) with respect thereto on such election date or on the date of

such Rating Agency Confirmation, any subsequent borrowing or reborrowing

thereunder (and the issuance and creation of letters of credit and bankers’

acceptances thereunder) will be deemed to be permitted under this Section 4.04

or the definition of “Permitted Liens,” as applicable, whether or not such

provision of this Indenture, as applicable, at the actual time of any subsequent

borrowing or reborrowing (or issuance or creation of letters of credit or bankers’

acceptances thereunder) is complied with (or satisfied) for all purposes (including

as to the absence of any continuing Default or Event of Default); and

(9)notwithstanding anything in this Section 4.04 to the contrary, in the case of any

Debt incurred to refinance Debt initially incurred in reliance on Sections

4.04(a)(1) through (30) measured by reference to a percentage of any metric or

measure at the time of incurrence, if such refinancing would cause the percentage

of such metric or measure restriction to be exceeded if calculated based on the

percentage of such metric or measure on the date of such refinancing, such

percentage of such metric or measure restriction shall not be deemed to be


	62

exceeded so long as the principal amount of such refinancing Debt does not

exceed the principal amount of such Debt being refinanced, plus accrued and

unpaid interest, dividends, premiums (including tender premiums), defeasance

costs, underwriting discounts, fees, costs and expenses (including original issue

discount, upfront fees or similar fees) in connection with such refinancing.

(c)Accrual of interest, accrual of dividends, the accretion of accreted value, the accretion or

amortization of original issue discount, the payment of interest in the form of additional Debt or the

reclassification of commitments or obligations not treated as Debt due to a change in GAAP, will not be

deemed to be an incurrence of Debt for purposes of this Section 4.04.

(d)For purposes of determining compliance with any Dollar-denominated restriction on the

incurrence of Debt, the Dollar equivalent principal amount of Debt denominated in a foreign currency

shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was

incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if

such Debt is incurred to refinance other Debt denominated in a foreign currency, and such refinancing

would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant

currency exchange rate in effect on the date of such refinancing, such Dollar-denominated restriction shall

be deemed not to have been exceeded so long as the principal amount of such refinancing Debt does not

exceed (a) the principal amount of such Debt being refinanced plus (b) the aggregate amount of accrued

and unpaid interest, dividends, premiums (including tender premiums), defeasance costs, underwriting

discounts, fees, costs and expenses (including original issue discount, upfront fees or similar fees) in

connection with such refinancing.

(e)Notwithstanding any other provision of this Section 4.04, the maximum amount of Debt

that the Company Party may incur pursuant to this Section 4.04 shall not be deemed to be exceeded solely

as a result of fluctuations in the exchange rate of currencies. The principal amount of any Debt incurred to

refinance other Debt, if incurred in a different currency from the Debt being refinanced, shall be

calculated based on the currency exchange rate applicable to the currencies in which such respective Debt

is denominated that is in effect on the date of such refinancing.

Section 4.05Limitation on Restricted Payments.

(a)Each Company Party shall not, directly or indirectly:

(1)declare or pay any dividend or make any payment or distribution on account of

such Company Party’s Equity Interests, including any dividend or distribution

payable in connection with any merger, amalgamation or consolidation other

than:

(a)dividends, payments or distributions by the Issuer payable solely in

Equity Interests (other than Disqualified Equity Interests) of the Issuer or

in options, warrants or other rights to purchase such Equity Interests

(other than Disqualified Equity Interests); or

(b)dividends, payments or distributions by any Subsidiary Guarantor so

long as, in the case of any dividend, payment or distribution payable on

or in respect of any class or series of securities issued by any Subsidiary

Guarantor, the Issuer or any Subsidiary Guarantor, directly or indirectly,

receives at least its pro rata share of such dividend, payment or

distribution in accordance with its Equity Interests in such class or series

of securities;

(2)redeem, purchase, repurchase, defease or otherwise acquire or retire for value any

Equity Interests of the Issuer or any parent entity of the Issuer, including in

connection with any merger, amalgamation or consolidation, in each case, held

by a Person other than a Company Party;


	63

(3)make any principal payment on, or redeem, purchase, repurchase, defease,

discharge or otherwise acquire or retire for value, in each case, prior to any

scheduled repayment, sinking fund payment or maturity, any Subordinated Debt,

other than:

(a)Debt permitted to be incurred or issued under Section 4.04(a)(4);

(b)any such payments made from the proceeds from any issuance of Equity

Interests or Subordinated Debt by any Company Party;

(c)any fees incurred in connection with Subordinated Debt; or

(d)the prepayment, redemption, purchase, repurchase, defeasance, discharge

or other acquisition or retirement of Subordinated Debt in anticipation of

satisfying a sinking fund obligation, principal installment or final

maturity, in each case due within one (1) year of the date of prepayment,

redemption, purchase, repurchase, defeasance, discharge or acquisition or

retirement; or

(4)make any Restricted Investment

(all such payments and other actions set forth in clauses (1) through (4) above (other than any

exceptions thereto) being collectively referred to as “Restricted Payments”).

(b)The provisions of Section 4.05(a) will not prohibit the following:

(1)(i) Restricted Payments by the Issuer up to an amount equal to the Permitted Tax

Distribution Amount for each applicable Tax period; provided that the Debt

Service Reserve Account shall be funded at such date in an aggregate amount no

less than the then-applicable Debt Service Reserve Required Amount and (ii) any

Tax Distribution in the minimum amount needed to maintain the REIT status of

the Issuer or its direct or indirect parent, as applicable, for such taxable period;

(2)Restricted Payments to any Company Party;

(3)solely following the occurrence of the Commencement Date, Restricted

Payments in an aggregate amount not to exceed (A) 40.0% of Net Operating

Income for the most recently ended four full fiscal quarters for which financial

statements have been delivered or deemed delivered to the Trustee plus (B) an

amount equal to (x) the Full Budgeted Cost of Construction with respect to the

Project minus (y) the aggregate principal amount of Notes issued on the Issue

Date plus (C) solely following the occurrence of the “final commencement

date” (or equivalent term) for any Additional Project, an amount equal to (x) the

Full Budgeted Cost of Construction with respect to such Additional Project

minus (y) the aggregate principal amount of Additional Project Debt issued on

the closing or issue date, as applicable for any Additional Project Debt issued in

respect of such Additional Project;

(4)payment of cash dividends by any Company Party so long as the proceeds

thereof are promptly used (or subsequently paid to a parent company) for

payment of obligations under or in respect of director and officer insurance

policies or similar indemnification or risk-management arrangements to the

extent reasonably attributable to the ownership or operation of any Company

Party;

(5)payments by any Company Party to any controlled affiliates or any parent

company of the Issuer for any financial advisory, financing, underwriting or


	64

placement services or legal, accounting, structuring, development or

administrative services or in respect of other investment banking activities,

including in connection with the Transactions, the Project, any Additional Project

and other acquisitions or divestitures, which payments are approved by the Board

of Directors of such Company Party in good faith;

(6)to the extent constituting a Restricted Payment: Liens not prohibited by Section

4.06; Debt not prohibited by Section 4.04; dispositions not prohibited by Section

4.13; transactions not prohibited by Article 5; Affiliate Transactions not

prohibited by Section 4.18; and Permitted Investments;

(7)Restricted Payments in an amount equal to (i) after the occurrence of both: (1) a

Data Center Lease Termination Event and (2) the entry into a Qualifying Data

Center Lease prior to the occurrence of a Data Center Lease Termination Event

of Default, an amount equal to any Data Center Lease Termination Fees received

on account of any terminated Data Center Lease and (ii) an amount equal to any

Excess Termination Fee Funds;

(8)Restricted Payments to pay amounts due under a Management Services

Agreement, a Development Services Agreement or a Property Management

Agreement; provided that any such Management Services Agreement, a

Development Services Agreement or a Property Management Agreement is on an

arm’s length basis;

(9)Restricted Payments in an amount equal to the aggregate amount of Declined

Asset Sale Proceeds;

(10)Restricted Payments in connection with the Transactions or made pursuant to the

Transaction Documents or any Additional Transaction Documents;

(11)Restricted Payments by the Issuer in respect of any Pass Through Operating

Expenses;

(12)following the occurrence of the Commencement Date, Restricted Payments in an

aggregate amount not to exceed, when taken together with the aggregate

principal amount of any outstanding Debt incurred in reliance on Section

4.04(a)(3), the Available Retained Excess Cash Flow Amount;

(13)Restricted Payments of any property or assets comprising Excess Property or the

proceeds from the sale or disposition of Excess Property;

(14)following the Commencement Date (i) a one-time Restricted Payment equal to

the Unused Contingency Amount and (ii) without duplication of the amount of

Restricted Payments made pursuant to the foregoing subclause (i), Restricted

Payments equal to the amounts contained in the Notes Proceeds Account;

(15)Restricted Payments equal to the amounts contained in any Distribution Account;

provided that such amounts shall be without duplication of amounts included in

(i) the Available Retained Excess Cash Flow Amount and providing capacity to

make Restricted Payments pursuant to Section 4.05(b)(12) and (ii) the Unused

Contingency Amount and providing capacity to make Restricted Payments

pursuant to Section 4.05(b)(14)(i), in each case to the extent such amounts are

deposited in a Distribution Account;

(16)if the Issuer’s Debt Service Coverage Ratio is greater than 1.1:1.0, Restricted

Payments in an amount that would not cause the Issuer’s Debt Service Coverage

Ratio to be less than 1.1:1.0 (calculated, solely for purposes of the second

reference to the Debt Service Coverage Ratio in this clause (16), with the amount


	65

of such Restricted Payment being deemed to be an expense pursuant to clause (y)

of the definition of “Net Operating Income”);

(17)an amount of Restricted Payments up to:

(i) 100% of the aggregate amount of cash, and the fair market value of property

or assets or marketable securities, received by the Issuer from the issue or sale of

its Capital Stock or as the result of a merger or consolidation with another Person

subsequent to the Issue Date or otherwise contributed to the equity of a Company

Party (including the aggregate principal amount of any Debt of a Company Party

contributed to a Company Party for cancellation) or that becomes part of the

capital of a Company Party through consolidation or merger subsequent to the

Issue Date;

(ii) 100% of the aggregate amount of cash, and the fair market value of property

or assets or marketable securities, received by a Company Party from the

issuance or sale by a Company Party subsequent to the Issue Date of any Debt or

Disqualified Equity Interests that has been converted into or exchanged for

Capital Stock of the Issuer plus, without duplication, the amount of any cash, and

the fair market value of property or assets or marketable securities, received by

the Company Party upon such conversion or exchange;

(iii) 100% of the aggregate amount received in cash and the fair market value, as

determined in good faith by the Issuer, of marketable securities or other property

received by means of: (i) the sale or other disposition of, or other returns on

Investment from, Restricted Investments made by any Company Party and

repurchases and redemptions of, or cash distributions or cash interest received in

respect of, such Investments from any Company Party and repayments of loans

or advances, and releases of guarantees, which constitute Restricted Investments

by any Company Party, in each case after the Issue Date; or (ii) a dividend from a

Person that is not a Subsidiary Guarantor after the Issue Date;

(18)to the extent constituting a Restricted Payment, payments required to be paid

pursuant to and in accordance with the Shared Facilities Agreement;

(19)Restricted Payments in an aggregate amount equal to any reimbursement

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

(20)mandatory redemptions of Disqualified Equity Interests issued as a Restricted

Payment or as consideration for a Permitted Investment so long as the amount of

such redemptions are no greater than the amount that constituted such Restricted

Payment or Permitted Investment;

(21)payments or distributions to dissenting equity holders pursuant to Applicable

Law (including in connection with, or as a result of, exercise of appraisal rights

and the settlement of any claims or action (whether actual, contingent or

potential)), pursuant to or in connection with any Permitted Investment or a

consolidation, merger or transfer of assets that complies with, or is not prohibited

by, Article 5;

(22)the repurchase, redemption or other acquisition of Equity Interests of the

Company Parties deemed to occur in connection with paying cash in lieu of

fractional shares of such Equity Interests in connection with a share dividend,

distribution, share split, reverse share split, merger, consolidation, amalgamation

or other business combination of the Issuer or Subsidiary Guarantor, in each case,

permitted under this Indenture;


	66

(23)all revenues, payments, cash and proceeds and all other amounts generated from

the Project as a result of any “Tenant Fit Out” (as defined in the Data Center

Lease);

(24)Restricted Payments in an aggregate amount not to exceed any rebates or other

amounts received by any Company Party from any Governmental Entity

(including any sales and use taxes and any qualified jobs rebates);

(25)other Restricted Payments in an aggregate amount not to exceed $25.0 million;

and

(26)following the Commencement Date, Restricted Payments in the amount of any

interest earned by any of the Company Parties through any “deposit account” or

“securities account” (in each case, as such term is defined in the UCC).

(c)For purposes of determining compliance with this Section 4.05, in the event that a

Restricted Payment or Investment (or portion thereof) meets the criteria of more than one of the

categories described in the clauses above, or is permitted pursuant to one or more of the clauses contained

in the definition of “Permitted Investment,” the Issuer will be entitled to divide or classify (or later divide,

classify or reclassify in whole or in part in its sole discretion) such Restricted Payment or Investment (or

portion thereof) in any manner that complies with this Section 4.05, including as an Investment pursuant

to one or more of the clauses contained in the definition of “Permitted Investment.” To the extent any

Investment or Restricted Payment is made on a single date, the Company Parties may determine the order

in which, and the provision pursuant to which, each such Investment or Restricted Payment is made in

their sole discretion.

(d)The amount of all Restricted Payments (other than cash) shall be the fair market value on

the date of such Restricted Payment of the asset(s) or securities proposed to be paid, transferred or issued

by such Company Party, as the case may be, pursuant to such Restricted Payment. The fair market value

of any cash Restricted Payment shall be its face amount, and the fair market value of any non-cash

Restricted Payment, property or assets other than cash shall be determined conclusively by the Issuer

acting in good faith.

(e)In connection with any commitment, definitive agreement or similar event relating to an

Investment, the applicable Company Party may designate such Investment as having occurred on the date

of the commitment, definitive agreement or similar event relating thereto (such date, the “Election Date”)

if, after giving pro forma effect to such Investment and all related transactions in connection therewith

and any related pro forma adjustments, any Company Party would have been permitted to make such

Investment on the relevant Election Date in compliance with this Indenture, and any related subsequent

actual making of such Investment will be deemed for all purposes under this Indenture to have been made

on such Election Date, including for purposes of calculating any ratio, compliance with any test, usage of

any baskets hereunder (if applicable) and Net Operating Income and Debt Service Coverage Ratio and for

purposes of determining whether there exists any Default or Event of Default (and all such calculations on

and after the Election Date until the termination, expiration, passing, rescission, retraction or rescindment

of such commitment, definitive agreement or similar event shall be made on a pro forma basis giving

effect thereto and all related transactions in connection therewith).

(f)If a Company Party makes a Restricted Payment which at the time of the making of such

Restricted Payment would in the good faith determination of the Issuer be permitted under the provisions

of this Indenture, such Restricted Payment shall be deemed to have been made in compliance with this

Indenture notwithstanding any subsequent adjustments made in good faith to the Issuer’s financial

statements for any period.

Section 4.06Limitation on Liens.

No Company Party shall create, incur, assume or permit to exist any Lien on any Collateral now

owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts

receivable) or rights in respect of any thereof, in each case, except Permitted Liens.


	67

With respect to any Lien securing Debt that was permitted to secure such Debt at the time of the

incurrence of such Debt, such Lien shall also be permitted to secure any Increased Amount of such Debt.

The “Increased Amount” of any Debt shall mean any increase in the amount of such Debt in connection

with any accrual of interest, the accretion of accreted value, the amortization of original issue discount,

the payment of interest in the form of additional Debt with the same terms, accretion of original issue

discount or liquidation preference and increases in the amount of Debt outstanding solely as a result of

fluctuations in the exchange rate of currencies or increases in the value of property securing Debt.

Section 4.07[Reserved].

Section 4.08[Reserved].

Section 4.09Reports.

(a)The Issuer shall furnish to the Trustee and the Holders:

(1)Within sixty (60) days after the end of each of the first three Fiscal Quarters of

each Fiscal Year beginning with the Fiscal Quarter ending September 30, 2026

(provided that the quarterly reports for the Fiscal Quarters ending September 30,

2026, March 31, 2027 and June 30, 2027 shall be furnished within seventy-five

(75) days after the end of the Fiscal Quarter), the unaudited consolidated balance

sheet of the Issuer as at the end of such Fiscal Quarter and the related

consolidated unaudited statements of operations, members’ equity and cash flows

of the Issuer for such Fiscal Quarter and for the period from the beginning of the

then current Fiscal Year to the end of such Fiscal Quarter.

(2)(i) Within one hundred twenty (120) days after the end of each Fiscal Year

beginning with the Fiscal Year ending December 31, 2026 (provided that the

annual report for the Fiscal Year ending on or about December 31, 2026 shall be

furnished within one hundred fifty (150) days after the end of such Fiscal Year),

the audited consolidated financial statements of the Issuer, together with the

related balance sheet, statements of operations, members’ equity and cash flows

for such Fiscal Year; and (ii) with respect to such financial statements referred to

in the foregoing clause (i), a report thereon of any independent auditors of

recognized national standing selected by the Issuer in good faith; provided,

however, that the information required pursuant to this clause (2) for the Fiscal

Year ending December 31, 2026 may be unaudited and need not include a report

thereon of any independent auditor.

(3)The Issuer or a parent of the Issuer shall participate in a telephonic meeting

(which shall include a discussion of the status of the development of the Project

if the Commencement Date has not, as of such date, occurred) with the Holders

within ten (10) Business Days of delivering financial statements pursuant to

clause (2) of this Section 4.09, to be held at such reasonable time as may be

determined by the Issuer. The Issuer or a parent of the Issuer will provide notice

to Holders through the facilities of DTC, by issuing a press release to an

internationally recognized wire service or by posting a notice on a website

(which may be non-public and may be password-protected) hosted by the Issuer

or by a third party, in each case, at least three (3) Business Days prior to the date

of the conference call, announcing the time and date of such conference call and

either including all information necessary to access the call or directing Holders

to the appropriate contact at the Issuer to obtain such information.

(b)The Issuer will be deemed to have satisfied its obligation to deliver information under

clauses (a)(1) and (2) of this Section 4.09 if such information is filed or furnished with the SEC by any

Person for public availability or is posted on a website (which may be non-public and may be password-

protected) hosted by the Issuer or by a third party, in each case within the applicable time periods

specified above. The Issuer will make such information readily available to any bona fide prospective


	68

investor, any securities analyst (to the extent providing analysis of investment in the Notes) or any market

maker in the Notes who agrees to treat such information as confidential; provided that the Issuer shall

post such information thereon and make readily available any password or other login information to any

such bona fide prospective investor, securities analyst or market maker; provided, however, that the Issuer

may deny access to any information or reports otherwise to be provided pursuant to this Section 4.09 to

any such Holder, beneficial owner, bona fide prospective investor, securities analyst or market maker that

is a competitor or to the extent that the Issuer determines in its sole discretion that the provision of such

information to such Person may be harmful to the Issuer or any of its Affiliates; provided, further, that

such Holders, beneficial owners, bona fide prospective investors, securities analysts and market makers

shall agree to (A) treat all such reports (and information contained therein) as confidential, (B) not to use

such reports (and the information contained therein) for any purpose other than their investment or

potential investment in the Notes and (C) not publicly disclose any such reports (and the information

contained therein). The Issuer will also be deemed to have satisfied its obligation to deliver information

under Section 4.09(a)(1) and under Section 4.09(a)(2) as a result of any of its parents having provided

such information with respect to such parent to the SEC in accordance with the time periods above;

provided that the Issuer or such parent includes in such filings, or alternatively the Issuer furnishes to the

Trustee and the Holders by posting on a website (which may be non-public and may be password-

protected) hosted by the Issuer or by a third party, either (A) an unaudited reconciliation of the Issuer’s

unaudited consolidated balance sheet and related unaudited consolidated statement of operations (but not

statements of members’ equity and cash flows), explaining in reasonable detail the differences between

the information relating to such parent and its subsidiaries included therein on the one hand, and the

corresponding information with respect to the Issuer and its Subsidiaries, on a standalone basis, on the

other hand or (B) unaudited selected financial metrics (as determined in the Issuer’s sole discretion) from

the Issuer’s unaudited consolidated balance sheet and related unaudited consolidated statement of

operations (but not statements of members’ equity and cash flows) that show in reasonable detail the

financial condition and results of operations of the Issuer and its Subsidiaries on a standalone basis. The

Issuer will be deemed to have satisfied its obligation to conduct telephonic meetings under Section

4.09(a)(3) as a result of any of the Issuer’s parents having conducted such meeting in accordance with the

time periods above.

(c)To the extent that any information required by this Section 4.09 is not delivered to

Holders within the applicable time periods specified above and such information is subsequently

delivered, the Issuer will be deemed to have satisfied its obligations under this Section 4.09 with respect

to such information and any default or Event of Default with respect thereto will be deemed to have been

cured and any acceleration of the Notes resulting therefrom will be deemed to have been rescinded so

long as such rescission would not conflict with any applicable judgment or decree.

(d)In addition, the Issuer agrees that, for so long as any Notes remain outstanding, if at any

time the Issuer is not required to file with the SEC the reports referred to in the preceding paragraphs, it

will furnish to the Holders and to securities analysts and prospective investors, upon their request, the

information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

(e)To the extent any such reports, information and documents are delivered to the Trustee,

such delivery is for informational purposes only and the Trustee’s receipt of such will not constitute

actual or constructive notice of any information contained therein or determinable from information

contained therein, including compliance by the Company Parties with any of their covenants under this

Indenture (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Trustee

shall have no duty to review or analyze reports delivered under this provision. The Trustee shall not be

obligated to monitor or confirm, on a continuing basis or otherwise, any Person’s compliance with the this

Section 4.09 or with respect to any reports or other documents filed under this Indenture. The Trustee

shall have no obligation whatsoever to determine whether such information, documents or reports have

been delivered as described above or posted on any website, or to participate in any conference calls.

Upon request of the Trustee, the Issuer shall provide the Trustee with copies of any information or

documents posted to any non-public and/or password-protected website.


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Section 4.10[Reserved].

Section 4.11Offer to Repurchase Upon a Change of Control.

(a)If a Change of Control Trigger Event occurs, unless a third party makes a Change of

Control Offer or the Issuer has previously or substantially concurrently therewith delivered a redemption

notice with respect to all the outstanding Notes as described in Section 4.11(g), each Holder will have the

right to require the Issuer to make an offer to repurchase all or any part (equal to $2,000 or an integral

multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to a change of control offer (the

“Change of Control Offer”) on the terms set forth in this Indenture. In the Change of Control Offer, the

Issuer will offer a payment (the “Change of Control Payment”) in cash equal to 101.000% of the

aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, on the

Notes to, but excluding, the date of purchase, subject to the rights of Holders on the relevant record date

to receive interest due on the relevant interest payment date.

(b)Within thirty (30) days following any Change of Control Trigger Event, the Issuer shall

mail (or deliver electronically) a notice to each Holder describing the transaction or transactions that

constitute the Change of Control and offering to repurchase Notes on the date for payment specified in the

notice (the “Change of Control Payment Date”), which date will be no earlier than ten (10) days and no

later than sixty (60) days from the date such notice is mailed or delivered, pursuant to the procedures

required by this Indenture and described in such notice. The Issuer shall comply with the requirements of

Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent

those laws and regulations are applicable in connection with the offer to repurchase the Notes as a result

of a Change of Control. To the extent that the provisions of any securities laws, rules or regulations

conflict with the provisions of this Section 4.11, the Issuer shall comply with the applicable securities

laws, rules and regulations, including Rule 14e-1 under the Exchange Act, and shall not be deemed to

have breached its obligations under this Section 4.11 by virtue of such compliance. The Issuer may rely

on any no-action letters issued by the SEC indicating that the staff of the SEC will not recommend

enforcement action in the event a tender offer satisfies certain conditions.

(c)On the Change of Control Payment Date, the Issuer shall, to the extent lawful:

(1)accept for payment all Notes or portions of Notes validly tendered pursuant to the

Change of Control Offer;

(2)deposit with the Paying Agent an amount equal to the Change of Control

Payment in respect of all Notes or portions of Notes validly tendered; and

(3)deliver or cause to be delivered to the Trustee the Notes validly tendered together

with an Officer’s Certificate stating the aggregate principal amount of Notes or

portions of Notes being purchased by the Issuer.

(d)The Paying Agent shall as promptly as practicable deliver to each Holder of Notes validly

tendered the Change of Control Payment for such Notes, and the Trustee shall as promptly as practicable

authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in

principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new

Note shall be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess

thereof. The Issuer shall notify the Holders and the Trustee of the results of the Change of Control Offer

on or as soon as practicable after the Change of Control Payment Date.

(e)The provisions described above that require the Issuer to make a Change of Control Offer

following a Change of Control Trigger Event will be applicable whether or not any other provisions of

this Indenture are applicable.

(f)Except as described above with respect to a Change of Control Trigger Event, Holders

are not able to require that the Issuer make an offer to repurchase or redeem the Notes in the event of a

takeover, recapitalization or similar transaction.


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(g)The Issuer shall not be required to make a Change of Control Offer upon a Change of

Control Trigger Event if (1) a third party makes the Change of Control Offer in the manner, at the times

and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of

Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under the

Change of Control Offer, or (2) notice of redemption with respect to all outstanding Notes has been

previously given or is concurrently given pursuant to Section 3.03 hereof, unless and until there is a

default in payment of the applicable redemption price. A Change of Control Offer may be made in

advance of a Change of Control Trigger Event, with the obligation to pay and the timing of payment

conditioned upon the occurrence of a Change of Control Trigger Event, if a definitive agreement to effect

a Change of Control is in place at the time the Change of Control Offer is made.

(h)A Change of Control Offer may be made at the same time as consents are solicited with

respect to an amendment, supplement or waiver of any of the Notes Documents (but the Change of

Control Offer may not condition tenders on the delivery of such consents). In addition, the Issuer or any

third party that is making the Change of Control Offer may, subject to Applicable Law, increase the

Change of Control Payment being offered to Holders at any time in its sole discretion.

(i)Any Notes repurchased pursuant to a Change of Control Offer shall reduce the

Installments of the Notes payable pursuant to the provisions described under Section 14.01(c) hereof.

Section 4.12[Reserved].

Section 4.13Asset Sales and Casualty Events

(a)Each Company Party shall not consummate an Asset Sale unless:

(1)the Company Party receives consideration (including by way of relief from, or by

any other Person assuming responsibility for, any liabilities, contingent or

otherwise, in connection with such Asset Sale) at the time of such Asset Sale at

least equal to the Fair Market Value (measured at the time of contractually

agreeing to such Asset Sale and as determined in good faith by the Issuer) of the

assets sold or otherwise disposed of; and

(2)except in the case of a Permitted Asset Swap, at least 75.0% of any consideration

in excess of $50.0 million received (or to be received) for such Asset Sale by the

Company Parties is in the form of Cash or Cash Equivalents.

(b)Within three hundred sixty five (365) days (or, during the Construction Period, with

respect to the Net Cash Proceeds of any Casualty Event, thirty (30) days), or such longer period as may be

required to comply with Applicable Law or governmental approvals, after the later of (A) the date of any

Asset Sale or Casualty Event and (B) receipt of any Net Cash Proceeds from any Asset Sale or Casualty

Event, in each case covered by this Section 4.13, the Company Parties, at their option, may apply an

amount equal to the Net Cash Proceeds from such Asset Sale or Casualty Event:

(1)to prepay, repay or purchase or make an offer to prepay, repay or purchase, (A)

the Notes and/or (B) any other Debt that is secured by Liens on the Collateral on

a pari passu basis with the Notes (“Pari Passu Debt”) on a no greater than pro

rata basis relative to the amount of any prepayment, repayment or purchase of the

Notes pursuant to clause (A) or the amount of any offer to repurchase the Notes

pursuant to the procedures for an Asset Sale/Casualty Event Offer described

below (whether or not any Notes are tendered in such Asset Sale/Casualty Event

Offer described below) or as otherwise permitted by the terms of such Pari Passu

Debt; provided that to the extent the Issuer or any Subsidiary Guarantor makes an

offer to redeem, prepay, repay or purchase any Debt pursuant to this clause (1), to

the extent the relevant creditors do not accept such offering, the Company Parties

will be deemed to have applied an amount of applicable Net Cash Proceeds equal

to such amount not so accepted in such offer, and such amount shall not increase


	71

the amount of Excess Proceeds (and such amount shall instead constitute

Declined Asset Sale Proceeds);

(2)to invest in the Project or any Additional Project (including, without limitation, to

(i) pay any construction costs related to the development of the Project or such

Additional Project, (ii) acquire, maintain, develop, construct, improve, upgrade,

or repair any asset used or useful for the Project or such Additional Project or (iii)

make capital expenditures related to the Project or such Additional Project);

(3)to invest in the business of any Company Party (including, without limitation, to

(i) acquire, maintain, develop, construct, improve, upgrade, or repair any asset

used or useful in such business or to make any acquisition or other investment in

a Similar Business or (ii) make capital expenditures) (provided that, with respect

to Asset Sales, application of Net Cash Proceeds in accordance with this clause

(3) will only be permitted after the conclusion of the Construction Period); or

(4)any combination of the foregoing;

provided that, pending the final application of any such Net Cash Proceeds in accordance with

clause (1), (2), (3) or (4) above, the Company Parties may temporarily reduce Debt or otherwise

invest such Net Cash Proceeds in any manner not prohibited by this Indenture; provided, further,

that in the case of clause (2), a binding commitment shall be treated as a permitted application of

the Net Cash Proceeds from the date of such commitment so long as any Company Party enters

into such commitment with the good faith expectation that such Net Cash Proceeds will be

applied to satisfy such commitment within one hundred eighty (180) days after such 365-day

period (an “Acceptable Commitment”), it being understood that if an Acceptable Commitment is

later cancelled or terminated for any reason before such Net Cash Proceeds are applied, then all

such Net Cash Proceeds not so applied shall constitute Excess Proceeds (as defined below),

unless any Company Party enters into another Acceptable Commitment within one hundred

eighty (180) days of such cancellation or termination (a “Second Commitment”) and such Net

Cash Proceeds are actually applied in such manner within one hundred eighty (180) days from the

date of the Second Commitment; provided, further, that if any Second Commitment is later

cancelled or terminated for any reason before such Net Cash Proceeds are applied, then such Net

Cash Proceeds shall constitute Excess Proceeds.

(c)Any Net Cash Proceeds from the Asset Sale or Casualty Event covered by this Section

4.13 that are not invested or applied as provided and within the time period set forth in this Section 4.13

will be deemed to constitute “Excess Proceeds”. No later than twenty (20) Business Days after the date

that the aggregate amount of Excess Proceeds exceeds $15.0 million, the Issuer shall make an offer to all

Holders of the Notes (an “Asset Sale/Casualty Event Offer”) and, if required or permitted by the terms of

any other Pari Passu Debt or to the extent the assets disposed of in the Asset Sale were not Collateral, on a

pro rata basis to the holders of such Pari Passu Debt, to purchase the maximum aggregate principal

amount of the Notes and such Pari Passu Debt that may be purchased out of the Excess Proceeds at an

offer price, in the case of the Notes only, in cash in an amount equal to 100.000% of the principal amount

thereof, plus accrued and unpaid interest, if any, to, but excluding the date fixed for the repurchase of

such Notes pursuant to such offer, in accordance with the procedures set forth in this Indenture and, if

applicable, the documents governing such Pari Passu Debt. The Issuer will commence an Asset Sale/

Casualty Event Offer by sending the notice required pursuant to the terms of this Indenture, with a copy

to the Trustee. The Issuer may satisfy the foregoing obligation with respect to such Net Cash Proceeds

from an Asset Sale or Casualty Event by making an Asset Sale/Casualty Event Offer in advance of being

required to do so by this Indenture (an “Advance Offer”) with respect to all or part of the available Net

Cash Proceeds arising in respect of such Asset Sale or Casualty Event (the “Advance Portion”). Any

Advance Offer may be modified, withdrawn, or superseded by the Issuer prior to acceptance to the extent

permitted by Applicable Law. An Asset Sale/Casualty Event Offer or Advance Offer may be made at the

same time as consents are solicited with respect to an amendment, supplement or waiver of this Indenture,

the Notes, Subsidiary Guarantees and/or Security Agreement (but the Asset Sale/Casualty Event Offer or

Advance Offer may not condition tenders on the delivery of such consents).


	72

(d)To the extent that the aggregate principal amount of Notes tendered pursuant to an Asset

Sale/Casualty Event Offer is less than the Excess Proceeds (or, in the case of an Advance Offer, the

Advance Portion) (any such remaining Excess Proceeds, the “Declined Asset Sale Proceeds”), the

Company Parties may use such Declined Asset Sale Proceeds in any manner not prohibited by this

Indenture. If the aggregate principal amount of Notes tendered pursuant to an Asset Sale/Casualty Event

Offer exceeds the amount of Excess Proceeds (or, in the case of an Advance Offer, the Advance Portion),

the Issuer shall select the Notes (subject to applicable DTC procedures as to global notes), to be

purchased or repaid on a pro rata basis to the extent practicable based on the aggregate principal amount

of the Notes, with adjustments as necessary so that no Notes will be repurchased in an unauthorized

denomination; provided that no Notes of $2,000 or less shall be repurchased in part. Upon completion of

any such Asset Sale/Casualty Event Offer, the amount of Excess Proceeds shall be reset at zero

(regardless of whether there are any remaining Excess Proceeds upon such completion), and in the case of

an Advance Offer, the Advance Portion shall be excluded in subsequent calculations of Excess Proceeds.

(e)Notwithstanding anything to the contrary herein, in no event shall any Company Party

consummate an Asset Sale of or with respect to any material portion of any Building or any material

portion of the Real Estate Assets related to any Building except as otherwise permitted under this

Indenture (it being understood that the foregoing limitation shall not apply to any other buildings or Real

Estate Assets (including buildings (other than the Building) or Real Estate Assets (other than Real Estate

Assets relating to the Building) used in connection with any Additional Project)).

(f)Any Notes repurchased pursuant to the foregoing provisions of this Section 4.13 shall

reduce the Installments of the Notes payable pursuant to the provisions described under Section 14.01(c)

hereof.

(g)For purposes of this Section 4.13 (and no other provision), the following shall be deemed

to be cash or Cash Equivalents:

(1)any liabilities (as shown on the Issuer’s most recent consolidated balance sheet or

in the footnotes thereto) of the Company Parties, other than contingent liabilities

and liabilities that are by their terms subordinated in right of payment to the

Notes, that are assumed by the transferee of any such assets and for which any

Company Party has been validly released by all creditors in writing;

(2)any securities, notes or other obligations received by any Company Parties from

such transferee that are converted into cash within one hundred eighty (180) days

of the receipt of such securities, notes or other obligations, to the extent of the

cash received in that conversion;

(3)(A) any stock or assets acquired in connection with a reinvestment of the Net

Cash Proceeds to acquire (x) all or substantially all of the assets of, or any

Capital Stock of, another Person engaged primarily in a Similar Business, if, after

giving effect to any such acquisition of Capital Stock, such Person is or becomes

a Company Party and (y) other assets (that are not inventory or working capital

unless the sold assets were inventory or working capital) that are used or useful

in a Similar Business, and (B) any stock or assets as described in the preceding

clauses (A)(x) and (A)(y) acquired in exchange for the assets being disposed of

pursuant to the respective Asset Sale; and

(4)any Designated Noncash Consideration received by a Company Party in such

Asset Sale having an aggregate Fair Market Value not to exceed $30.0 million at

the time of the receipt of such Designated Noncash Consideration, with the Fair

Market Value of each item of Designated Noncash Consideration being measured

in good faith at the time received by such Company Party and without giving

effect to subsequent changes in value.

(h)The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and

any other securities laws and regulations thereunder to the extent such laws or regulations are applicable


	73

in connection with the repurchase of the Notes pursuant to an Asset Sale/Casualty Event Offer. To the

extent that the provisions of any securities laws or regulations conflict with this Section 4.13, the Issuer

will comply with the applicable securities laws and regulations and shall not be deemed to have breached

its obligations under this Section 4.13 in any respect by virtue of such compliance. The Issuer may rely on

any no-action letters issued by the SEC indicating that the staff of the SEC will not recommend

enforcement action in the event a tender offer satisfies certain conditions.

(i)Any Notes repurchased pursuant to an Asset Sale/Casualty Event Offer shall reduce the

Installments of the Notes payable pursuant to the provisions described under Section 14.01(c) hereof.

(j)The provisions of this Section 4.13 relative to the Issuer’s obligation to make an offer to

repurchase the Notes as a result of an Asset Sale may be waived or modified with the consent of Holders

of a majority in aggregate principal amount of the Notes.

Section 4.14[Reserved].

Section 4.15[Reserved].

Section 4.16[Reserved].

Section 4.17Partnerships; Formation of Subsidiaries, Etc.

No Company Party shall, after the Issue Date, (i) become a general partner in any general or

limited partnership or Joint Venture, (ii) acquire any Subsidiary or (iii) organize any Subsidiary (other

than as provided by the final paragraph of Section 4.19). To the extent any new Subsidiary is formed in

accordance with the final paragraph of Section 4.19, the Issuer shall take, or cause to be taken, all such

actions as are required to obtain the Rating Agency Confirmation contemplated by such paragraph,

including, if applicable, to (x) cause such Subsidiary to be a Company Party for all purposes of this

Indenture and the other Notes Documents and/or (y) cause such Subsidiary to (A) execute and deliver to

the Trustee a supplemental indenture pursuant to which such Subsidiary shall unconditionally guarantee

the Notes Obligations and this Indenture on the terms set forth in this Indenture, (B) to pledge such

Subsidiary’s assets (other than Excluded Property) as Collateral, and/or (C) cause an opinion of counsel

(which may contain assumptions as to due authorization, execution and delivery and contain customary

exceptions) to be executed and delivered to the Trustee that such supplemental indenture constitutes a

legal, valid, binding and enforceable obligation of such Subsidiary (and thereafter, such Subsidiary shall

be a Subsidiary Guarantor for all purposes of this Indenture until released from its Subsidiary Guarantee

in accordance with the provisions of this Indenture).

Section 4.18Transactions with Affiliates

No Company Party will make any payment to, or sell, lease, transfer or otherwise dispose of any

of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any

transaction, contract, agreement, understanding, loan, advance or guarantee with any Affiliate of the

Issuer (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration

in excess of (at the time of the relevant transaction) $15.0 million, unless such Affiliate Transaction is on

terms, taken as a whole, that are not materially less favorable to all of the Company Parties taken as a

whole than those that would have been obtained in a comparable transaction by such Company Parties

with an unrelated Person on an arm’s-length basis, or such Affiliate Transaction is otherwise fair to such

Company Party from a financial point of view, as determined in good faith by the Issuer and when such

transaction is considered in its entirety.

The foregoing provisions shall not apply to the following:

(1)reasonable fees and compensation paid to and indemnities provided for or on behalf of all

officers, directors, members of management, managers, employees, members, partners,

consultants or independent contractors of any Company Party, as well as compensation to

Affiliates in connection with financial advisory, consulting, financing, underwriting or

placement services or in respect of other investment banking activities and other


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transaction fees, including in connection with any acquisitions or divestitures, in each

case as determined in good faith by such Company Party’s Board of Directors or senior

management;

(2)(a) Restricted Payments, (b) Permitted Investments, and (c) any other transaction or

arrangement made in accordance with the terms of this Indenture;

(3)payments by any Company Party to reimburse any of its Affiliates for their reasonable

out-of-pocket expenses, and to indemnify them, pursuant to the terms of their respective

Organizational Documents;

(4)the Transaction Documents in effect on the Issue Date or that are contemplated by the

Issue Date Budget entered into by any Company Party with any one or more of its

Affiliates, and in each case, the transactions expressly contemplated thereby, and any

Replacement Project Contracts in respect thereof (provided that such Replacement

Project Contracts are not materially less favorable to any Company Parties party thereto

than the Project Documents they replace as determined by the Issuer in good faith), and

any Additional Transaction Documents;

(5)sales or issuances of Capital Stock to Affiliates of the Issuer which are otherwise not

restricted by this Indenture or the other Notes Documents;

(6)transactions with customers, clients, franchisees, suppliers or purchasers or sellers of

goods or services, or transactions otherwise relating to the purchase or sale of goods or

services, in each case, in the ordinary course of business and otherwise in compliance

with the terms of this Indenture, which are fair to such Company Party (as determined in

good faith by the Issuer), or are on terms at least as favorable, in all material respects, as

might reasonably have been obtained at such time from an unaffiliated party (as

determined in good faith by the Issuer);

(7)the entering into of any Tax sharing agreement or arrangement (or any payments made

thereunder) to the extent payments under such agreement or arrangement would

otherwise be permitted pursuant to Section 4.05(b)(1) (collectively, “Income Tax Sharing

Agreements”);

(8)any contribution to the capital of the Company Parties;

(9)any subscription agreement or similar agreement pertaining to the repurchase of Equity

Interests pursuant to put/call rights or similar rights with current or former officers,

directors, members of management, managers, employees, members, partners,

consultants or independent contractors;

(10)transactions and contracts in existence on the Issue Date or contemplated by the Issue

Date Budget and any amendment, modification, extension or replacement thereof to the

extent such amendment, modification, extension or replacement, taken as a whole, is not

materially adverse to the Holders than the relevant transaction in existence on the Issue

Date or contemplated by the Issue Date Budget, in each case, as determined in the good

faith judgment of the Issuer;

(11)the payment of customary fees and reasonable out-of-pocket costs to, and indemnities

provided on behalf of, members of the Board of Directors, officers, employees, members

of management, managers, members, partners, consultants and independent contractors

of the Company Parties;

(12)any transaction between or among any Company Party and/or one or more Joint Ventures

with respect to which any Company Party holds Equity Interests (or any entity that

becomes a Company Party or a joint venture, as applicable, as a result of such

transaction) to the extent not prohibited by this Indenture;


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(13)any transaction in which a Company Party delivers to the Trustee a letter from an

Independent Financial Advisor stating that such transaction is fair to the relevant

Company Party from a financial point of view or stating that the terms are not materially

less favorable, when taken as a whole, to the Company Parties than those that would have

been obtained in a comparable transaction by the Company Party with an unrelated

Person on an arm’s length basis;

(14)Affiliate purchases of the Notes to the extent not prohibited under this Indenture, and the

payments and other related transactions in respect thereof (including any payment of out-

of-pocket expenses incurred by such Affiliate in connection therewith);

(15)transactions and contracts entered into in connection with the issuance of the Notes or

any Additional Project Debt, and, in each case, any amendment, modification, extension

or replacement thereof not prohibited by this Indenture;

(16)any lease entered into between any Company Party, on the one hand, and any Affiliate of

the Issuer, on the other hand, which is approved by the Board of Directors of such

Company Party or an authorized committee or representative thereof or is entered into in

the ordinary course of business;

(17)transactions between any Company Party and any other Person that would constitute an

Affiliate solely because a director of such other Person is also a director of the Issuer;

provided, however, that such director abstains from voting as a director of the Issuer on

any matter including such other Person;

(18)any transition services arrangement, supply arrangement or similar arrangement entered

into in connection with or in contemplation of the disposition of assets or Equity Interests

in any Company Party not prohibited by Section 4.13 or entered into in the ordinary

course of business, in each case, that the Board of Directors of the Issuer determines is

either fair to the Issuer or otherwise on customary terms for such type of arrangements in

connection with similar transactions;

(19)[reserved];

(20)payments to and from, and transactions with, any Joint Ventures entered into in the

ordinary course of business, or consistent with industry norm (including any cash

management activities related thereto);

(21)transactions undertaken in good faith (as certified by a responsible financial or

accounting officer of the Issuer in an Officer’s Certificate) for the purposes of improving

the consolidated tax efficiency of the Issuer and its Subsidiaries and not for the purpose

of circumventing any covenant set forth in this Indenture; provided that, after giving

effect to any such transaction, the security interest of the Collateral Agent in the

Collateral, taken as a whole, is not materially impaired;

(22)any transaction in connection with the release of any property from the Collateral not

prohibited by this Indenture and other Notes Documents;

(23)any agreement, contract or transaction in connection with, or related to: any Excess

Property; the operation, development, management or similar servicing of the Project or

any Additional Project and the payment of any operation, development, management or

similar fees; the delivery of water or other resources to the Project or any Additional

Project, whether through the purchase and sale of such property or the rights to such

property; transactions for the benefit of the Project, any Additional Project or the Project

Site, including the acquisition, purchase or other use of network and/or fiber services; the

purchase of any real property (including the equity interests of any Person that owns such

real property); the delivery, sale and purchase of electricity, other power or other utilities

to the Project, any Additional Project or the Project Site, including such delivery that is


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temporary or that arises from a behind-the-meter solution; the master planning of the data

center campus in which the Project or any Additional Project is situated and any

agreements related thereto, including, without limitation, any declaration, reciprocal

easement, condominium association, or other agreement; any equipment, including any

equipment used to deliver power to the property that is in addition to the power provided

by any power provider; the provision of any services related to equipment used in

connection with the Project, any Additional Project or the Project Site; and the sale or

purchase of any products, components or other property that is used in connection with

the Project or any Additional Project;

(24)[reserved];

(25)any sale, lease, sale and leaseback, assignment, conveyance, license, transfer or other

disposition, and any other agreement, contract or transaction, in each case in connection

with any Shared Facilities Arrangement that is effected pursuant to and subject to a

Shared Facilities Agreement;

(26)transactions contemplated by or permitted pursuant to the Project Documents and any

Additional Project Documents, and any amendments or modifications to any Project

Documents (including any change orders thereunder) to the extent permitted under

Section 4.21, and any amendments or modifications to any Additional Project

Documents; and

(27)any contribution by Parent or any Affiliate of the Company Parties of assets or properties

to the Company Parties, whether for the purpose of assisting in the construction,

development, operation, or maintenance of the Project or any Additional Project or

otherwise, together with any related transfer documentation or agreements executed in

connection with such contribution.

If any Company Parties (i) purchase or otherwise acquire assets or properties from a Person that is

not an Affiliate, the purchase or acquisition by an Affiliate of the Company Parties of an interest in all or

a portion of the assets or properties acquired shall not be deemed an Affiliate Transaction (or cause such

purchase or acquisition by the Company Parties to be deemed an Affiliate Transaction) or (ii) sells or

otherwise disposes of assets or other properties to a Person who is not an Affiliate, the sale or other

disposition by an Affiliate of the Company Parties of an interest in all or a portion of the assets or

properties sold shall not be deemed an Affiliate Transaction (or cause such sale or other disposition by the

Company Parties to be deemed an Affiliate Transaction).

Section 4.19Special Purpose Entity

Neither the Issuer nor any Subsidiary Guarantor shall:

(a)engage in any business or activity other than (i) the development and operation of the

Project and any Additional Projects, (ii) the transfer and pledge of Collateral pursuant to the terms of the

Notes Documents and the Collateral Documents and the transfer and pledge of any collateral pursuant to

the terms of any Additional Transaction Documents, (iii) the entry into and the performance under the

Transaction Documents to which it is a party and any Additional Transaction Documents to which it is a

party, including, in each case, any customary agreements relating to the financing of the Project or any

Additional Project, (iv) the assignment, transfer, subdivision, conveyance, leasing, licensing,

encumbering or otherwise utilization, commercialization, exploitation or disposition in any way, from

time to time, of all or any portion of the Excess Property in the Issuer’s or such Subsidiary Guarantor’s

sole discretion, (v) the entry into and performance of any Shared Facilities Agreement, and any other

agreement, contract or transaction in connection with any Shared Facilities Arrangement that is effected

pursuant to and subject to a Shared Facilities Agreement, and (vi) such other activities as are reasonably

related, ancillary, incidental or complementary thereto or otherwise not prohibited by this Indenture;

(b)acquire or own any material assets other than (i) any assets owned as of the Issue Date,

(ii) the Project, any Additional Projects, any Shared Facilities and any Excess Property, (iii) any


	77

incidental property as may be necessary or desirable for the development and operation of the Project, any

Additional Projects, any Shared Facilities and any Excess Property, (iv) the Equity Interests of the

Company Parties or any other Subsidiary of the Issuer, (v) rights under the Transaction Documents and

any Additional Transaction Documents, (vi) Cash, Cash Equivalents and deposit and securities accounts

and (vii) such other assets which are reasonably related, ancillary, incidental or complementary thereto;

(c)except as not prohibited by the Notes Documents (i) merge into or consolidate with any

Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or

substantially all of its assets or (ii) change its legal structure, or jurisdiction of incorporation;

(d)(i) form, acquire or own any Subsidiary other than in connection with an Additional

Project, (ii) own any Equity Interests in any other entity, or (iii) make any Investment in any Person other

than to the extent not otherwise prohibited hereunder (including to the extent permitted pursuant to

Section 4.05);

(e)without limiting the ability to make payments or consummate any transactions not

prohibited to be made under, or otherwise comply with its obligations under or in connection with, the

Transaction Documents, any Additional Transaction Documents or any Shared Facilities Agreement,

commingle its assets with the assets of any of its Affiliates, or of any other Person other than a Company

Party;

(f)enter into any contract or agreement with any Person (other than another Company

Party), except (i) as otherwise not prohibited under the Notes Documents or any Collateral Documents,

(ii) the Transaction Documents, any Additional Transaction Documents, any Shared Facilities Agreement,

and any other agreement, contract or transaction in connection with any Shared Facilities Arrangement

that is effected pursuant to and subject to a Shared Facilities Agreement, in each case to which it is a

party, including, any customary agreements relating to the financing of the Project or any Additional

Project, (iii) organizational documents, and (iv) contracts or agreements that are upon terms and

conditions that are commercially reasonable and substantially similar to those that would be available at

such time on an arm’s-length basis with third parties other than such Person (as determined by the Issuer

in good faith);

(g)except as not prohibited by the Notes Documents (including pursuant to Section 4.04),

guarantee, become obligated for, or hold itself out to be responsible for the Debt of another Person;

(h)fail, to the extent of its own funds (taking into account the requirements in the Notes

Documents and any Additional Project Debt), to maintain adequate capital for the normal obligations

reasonably foreseeable in a business of its size and character and in light of its contemplated business

operations;

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

employees;

(j)acquire the obligations or securities issued by its Affiliates or members (other than a

Company Party or any of their Subsidiaries) or as not prohibited under the Notes Documents; or

(k)pledge all or any portion of the Collateral to secure the obligations of any other Person,

except as not prohibited by the Notes Documents.

Notwithstanding the foregoing, this Section 4.19 shall not restrict any activity by the Company

Parties; provided that the Issuer obtains a Rating Agency Confirmation prior to or concurrently with

engaging in such activity.

Section 4.20HoldCo Negative Covenant.

HoldCo will (a) not create, incur, assume or permit to exist any Lien on any of the Equity

Interests issued by the Issuer and held by HoldCo other than (i) Liens created under the Notes Documents


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and (ii) Liens not prohibited pursuant to Section 4.06 (with HoldCo being deemed, solely for purposes of

this Section 4.20, to be subject to such covenant as if it were a Company Party), and (b) use commercially

reasonable efforts to preserve, renew and keep in full force and effect its legal existence; provided that so

long as no Event of Default has occurred and is continuing or would result therefrom, HoldCo may merge

with any other person (and if it is not the survivor of such merger, the survivor shall assume HoldCo’s

obligations, as applicable, under the Notes Documents).

Section 4.21No Modification of Data Center Lease

(a)No Company Party shall terminate or amend the Data Center Lease in any manner that is

materially adverse to the interests of the Holders (as determined by the Issuer in good faith) except (i) for

any termination for cause, or any amendment in lieu of such termination (in each case, as determined by

the Issuer in good faith), (ii) with the consent of the Holders of a majority in aggregate principal amount

of the Notes then outstanding, (iii) as required by Applicable Law or by any Governmental Authority, (iv)

any assumption, assignment, transfer or novation thereof pursuant to the terms of the Project Documents,

(v) if the Issuer obtains a Rating Agency Confirmation after giving effect to any such termination or

amendment or (vi) any extension of dates by a period not greater than six months (it being understood that

none of the foregoing clauses (i) through (vi) shall prejudice whether any change is material and adverse).

(b)Notwithstanding anything to the contrary herein, the Company Parties may amend or

supplement the Data Center Lease in any manner that is not materially adverse to the interests of the

Holders (as determined by the Issuer in good faith) without the consent of any Holder.

(c)Notwithstanding anything to the contrary in this Indenture or any other Notes Document

or any Transaction Document, (i) the amendment, restatement or modification of any of the Project

Documents shall be permitted at any time to facilitate (in the good faith determination of the Issuer) any

Shared Facilities Arrangement or Additional Project not prohibited by this Indenture (including in

connection with the incurrence of Additional Project Debt in connection therewith) on terms that are not

materially less favorable to the Holders of the Notes (as determined by the Issuer in good faith, and it

being understood and agreed that (x) the incurrence of Additional Project Debt shall not, in itself, be

considered adverse to the interest of the Holders and (y) the utilization of Excess Property shall not be

considered adverse to the interests of the Holders) and (ii) the Company Parties may take all actions as

may be necessary or advisable (as determined by the Issuer in good faith), including amending or

terminating and replacing any Transaction Document, to facilitate the foregoing.

Section 4.22Debt Service Reserve Account

The Issuer shall establish and fund or cause to be funded on the Issue Date and shall on each

Payment Date cause the Debt Service Reserve Account to be funded so that it contains (after giving effect

to all payments of Debt Service due on such Payment Date), a balance or a credit in an amount not less

than the Debt Service Reserve Required Amount; provided that if a Data Center Lease Termination Event

has occurred, the Issuer shall not be required to replenish the Debt Service Reserve Account until the

earlier to occur of (1) a Data Center Lease Termination Event of Default and (2) the fifteenth (15th)

Business Day following the entry into a Qualifying Data Center Lease.

Section 4.23Project Accounts; Cash Waterfall

(a)The Issuer shall establish the following accounts in the name of the Issuer and/or one or

more Subsidiary Guarantors, as applicable (the “Project Accounts”), and maintain such accounts at all

times after the establishment thereof, in accordance with the terms hereof:

(1)an account of the Issuer designated as the “Notes Proceeds Account” which shall

be funded with the net proceeds from the offering of the Initial Notes (other than

to the extent used to fund the Debt Service Reserve Account and to make

payments in respect of the Notes) will be deposited by the Issuer on the Issue

Date, which net proceeds shall be used (i) prior to the Commencement Date, to

fund the construction and other expenses of the Project or any Additional Project,

including the payment of Debt Service in respect of the Notes and any operating


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expenses and the making of any Restricted Payments not prohibited by Sections

4.05(b)(8), (11) and (18) and (ii) after the Commencement Date, for any purpose

not prohibited by this Indenture (the “Notes Proceeds Account”);

(2)an account of the Issuer designated as the “Revenue Account”, which shall be

funded with the proceeds of all revenues, payments, cash and proceeds generated

from the Project (other than any Data Center Lease Termination Fee and any

amounts received in respect of any Excluded Property), in each case that are

received by the Landlord and any other Company Party and that are not required

or permitted to be deposited into another Project Account pursuant to this

Indenture, in each case other than to the extent such amounts are permitted to be

released from the Revenue Account pursuant to this Indenture (the “Revenue

Account”). Funds deposited in the Revenue Account shall be required to be

utilized in order of priority as set forth in Section 4.23(g);

(3)an account of the Issuer designated as the “Debt Service Reserve Account”,

which shall be funded in accordance with Section 4.22 (the “Debt Service

Reserve Account”). The Debt Service Reserve Required Amount may be funded

(or deemed funded, in the case of letters of credit posted in favor of the Collateral

Agent, for the benefit of the Notes Secured Parties, as beneficiary), in addition to

funds transferred from the Revenue Account, using any combination of cash,

Cash Equivalents, Government Securities, equity contribution proceeds, letters of

credit and proceeds of Additional Notes or other Debt. Amounts in the Debt

Service Reserve Account shall only be used for Debt Service related to the Notes;

provided that if, on any Payment Date (after giving effect to all payments of Debt

Service due on such Payment Date), there is cash in excess of the Debt Service

Reserve Required Amount (any such funds, “Excess DSRA Funds”), the Issuer

may transfer funds in the Debt Service Reserve Account equal to such excess to a

Distribution Account and apply such funds pursuant to Section 4.23(g)(4); and

(4)an account of the Issuer designated as the “Designated Account” which shall be

funded with any Data Center Lease Termination Fee paid to the Issuer by the

Tenant or any Qualifying Tenant to the extent payable pursuant to the Data

Center Lease prior to the making of a Termination Fee Offer (the “Designated

Account”). All funds in the Designated Account that are not Excess Termination

Fee Funds shall be used by the Issuer solely to repurchase Notes pursuant to a

Termination Fee Offer.

(b)All amounts from time to time held in each Project Account will constitute the property

of the Issuer and/or any Subsidiary Guarantors (as applicable) and shall, other than as provided by the

Notes Documents, be subject to the Lien in favor of the Collateral Agent (for the benefit of the Notes

Secured Parties), and held in the “control” (within the meaning of Section 8-106(d) or Section 9-104, as

applicable, of the UCC) of the Collateral Agent for the purposes and on the terms set forth in this

Indenture, pursuant to a springing control agreement in favor of the Collateral Agent in form and

substance reasonably satisfactory to the Collateral Agent. All amounts on deposit in the Project Accounts

will constitute the property of the Issuer and a part of the Collateral, and will not constitute payment of

any Notes Obligations or any other obligation of the Issuer or any Subsidiary Guarantors. The Project

Accounts (and any other accounts of the Company Parties) and the amounts held in such accounts may be

invested in items constituting cash, Cash Equivalents or Government Securities, and will only be invested

as approved or directed in writing by such Company Party (which may be pursuant to a standing or

automated instruction).

(c)For the avoidance of doubt, except as provided in this Section 4.23, the Issuer and any

Subsidiary Guarantors shall not otherwise be required to deposit cash held on the Issue Date or received

after the Issue Date (including from any future equity contributions) into any Project Account.

(d)The Issuer and any Subsidiary Guarantors may use the Project Accounts for any

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


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(e)Notwithstanding anything to the contrary contained herein, the Company Parties may

deposit into any Distribution Account: (1) any Declined Asset Sale Proceeds, (2) any amounts received in

respect of any Excluded Property, (3) any Excess Termination Fee Funds, (4) any contributions of

Property (including Cash and Cash Equivalents) to any Company Party, (5) Excess DSRA Funds and (6)

any amounts remaining after the funds in the Revenue Account are applied in accordance with clauses (1)

through (3) of Section 4.23(g).

(f)For the avoidance of doubt, the Issuer will be obligated to cause to be opened and

maintained, a Designated Account only immediately prior to or substantially concurrently with the receipt

of any Data Center Lease Termination Fee, and not beforehand.

(g)The Company Parties shall apply funds in the applicable Revenue Account as follows:

(1)first, to pay operating expenses;

(2)second, to pay any Debt Service in respect of the Notes that is due at such time

(in combination with or substitution for amounts in the Debt Service Reserve

Account) or any Pari Passu Debt;

(3)third, to the extent the amount then on deposit in, credited to or committed in

respect of the Debt Service Reserve Account is less than the Debt Service

Reserve Required Amount and funding is required in accordance with Section

4.22, to fund additional amounts to the Debt Service Reserve Account in an

amount sufficient to cause the amounts on deposit in the Debt Service Reserve

Account to equal at least the Debt Service Reserve Required Amount, and

(4)fourth, for any other purpose not prohibited by this Indenture.

(h)Notwithstanding the foregoing, (i) all revenues and cash proceeds of the Company Parties

that are received by the Company Parties that are to be paid by the Company Parties to utilities, energy or

power providers or any other third parties (regardless of whether such revenues are characterized as rent

charges under the applicable leases or otherwise), shall not be required to be deposited into the Revenue

Account, any Project Account or any other controlled account and may be held by the Company Parties

and used to pay such utilities, energy or power providers, or other third parties in a manner not subject to

the foregoing requirements, (ii) for purposes of the foregoing requirements, the “operating expenses” of

the Company Parties shall include without limitation, whether capitalized or not, all expenditures in

respect of the payment of taxes of the Company Parties (but not, for the avoidance of doubt, any taxes of

the Issuer’s direct or indirect owners including any Tax Distribution), operating, development,

management and administrative expenses payable or reimbursable by the Company Parties, all fees and

expenses of the Trustee, the Collateral Agent and other third-party agents, insurance, amounts owing

under intercompany contracts the proceeds of which are applied for any purpose specified in this

paragraph and capital expenditures of the Company Parties, and (iii) the Company Parties will be

permitted to deposit amounts remaining pursuant to Section 4.23(g)(4) in any of their respective accounts

in their sole discretion. For the avoidance of doubt, any excess funds in the Debt Service Reserve Account

on any Payment Date may be withdrawn by the Issuer and deposited in any of its accounts in its sole

discretion.

(i)For the avoidance of doubt, any single Project Account that is required pursuant to this

Indenture may be in the form of multiple accounts, and any Project Account may be an account of either

the Issuer or a Subsidiary Guarantor.

(j)In no event will the Trustee or the Collateral Agent be responsible (i) for selecting any

investments for amounts held or to be held in any Project Account, (ii) for ensuring that any investments

selected by the Issuer are at the time of selection or continue to be the types of investments permitted

under this Indenture, or (iii) investing any amounts absent an instruction from the Issuer (in which case

amounts will be held uninvested). Neither the Trustee nor the Collateral Agent will be responsible for any

losses incurred on any investments selected by the Issuer.


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ARTICLE 5 MERGERS AND CONSOLIDATIONS

Section 5.01Issuer.

(a)The Issuer may not, directly or indirectly: (x) consolidate or merge with or into another

Person (whether or not the Issuer is the surviving corporation) or (y) sell, assign, transfer, convey, lease or

otherwise dispose of all or substantially all of the properties or assets of the Issuer and its Subsidiaries,

taken as a whole, in one or more related transactions, to another Person; unless:

(1)either (a) the Issuer is the surviving entity or (b) the Person formed by or

surviving any such consolidation or merger (if other than the Issuer) or to which

such sale, assignment, transfer, conveyance, lease or other disposition has been

made is an entity organized or existing under the laws of the United States, any

state thereof, or the District of Columbia (such Person, as the case may be, being

herein called the “Successor Issuer”);

(2)the Successor Issuer (if other than the Issuer) expressly assumes, via a

supplemental indenture, all the Obligations of the Issuer under (x) this Indenture

and the Notes and (y) if applicable, prior to a Release Event, the Notes

Documents, and in connection therewith shall use commercially reasonable

efforts to cause instruments to be filed and recorded and take such other actions

as may be required by Applicable Law to perfect or continue the perfection of the

Lien created under the Notes Documents on the Collateral owned by or

transferred to such other Person, in each case, pursuant to documents in

customary form as determined by the Issuer in good faith;

(3)immediately after such transaction, no Event of Default exists;

(4)prior to a Release Event, to the extent any assets of the Person which is merged,

consolidated or amalgamated with or into the Person formed by or surviving any

such consolidation or merger are assets of the type which would constitute

Collateral under the Notes Documents, the Person formed by or surviving any

such consolidation or merger will take such action as may be reasonably

necessary to cause such property and assets to be made subject to the Lien of the

Notes Documents in the manner and to the extent required in this Indenture or

any of the Notes Documents and shall take all reasonably necessary action so that

such Lien is perfected to the extent required by the Notes Documents; and

(5)there has been delivered to the Trustee an Officer’s Certificate and an Opinion of

Counsel, each stating that such consolidation, merger, conveyance, transfer or

lease and, if a supplemental indenture is required in connection with such

transaction, such supplemental indenture complies in all material respects with

this Indenture and that all conditions precedent therein relating to such

transaction have been complied with.

Section 5.02Subsidiary Guarantors.

(a)Subject to Section 11.03, no Subsidiary Guarantor may, directly or indirectly: (1)

consolidate or merge with or into another Person (whether or not such Subsidiary Guarantor is the

surviving corporation) or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all

of its properties or assets, in one or more related transactions, to another Person (in each case other than

the Issuer or another Subsidiary Guarantor); unless:

(1)either (a) such Subsidiary Guarantor is the surviving entity or (b) the Person

formed by or surviving any such consolidation or merger (if other than such

Subsidiary Guarantor) or to which such sale, assignment, transfer, conveyance or

other disposition has been made is an entity organized or existing under the laws


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of the United States, any state thereof, or the District of Columbia (such Person,

as the case may be, being herein called the “Successor Subsidiary Guarantor”);

(2)the Successor Subsidiary Guarantor assumes all the Obligations of such

Subsidiary Guarantor under (x) this Indenture and the Subsidiary Guarantee and

(y) if applicable, prior to a Release Event, the Notes Documents, and in

connection therewith shall use commercially reasonable efforts to cause

instruments to be filed and recorded and take such other actions as may be

required by Applicable Law to perfect or continue the perfection of the Lien

created under the Notes Documents on the Collateral owned by or transferred to

such other Person, in each case, pursuant to documents in customary form as

determined by the Issuer in good faith;

(3)immediately after such transaction, no Event of Default exists;