Common use of Signing Date Clause in Contracts

Signing Date. The effectiveness of this Agreement is subject to the satisfaction or waiver by the Administrative Agent at the direction of each Lender of each of the following conditions precedent on the date hereof: (a) The Administrative Agent (or its counsel) shall have received from each party hereto and thereto either (i) a counterpart of this Agreement and the Parent Guarantee and Pledge Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission, or electronic transmission of a PDF copy, of a signed signature page of this Agreement or the Parent Guarantee and Pledge Agreement) that such party has signed a counterpart of this Agreement and the Parent Guarantee and Pledge Agreement, in each case, to which it is a party. (b) The representations and warranties set forth in Article III hereof shall be true and correct in all material respects on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) or except to the extent such representations and warranties are expressly intended to be made as of the Closing Date or conditioned on the occurrence of the Closing Date (in which case such representations and warranties shall be true and correct in all material respects as of the Closing Date or conditioned on the occurrence of the Closing Date, as applicable), as applicable (and, in all cases, to the extent qualified by materiality, true and correct in all respects). (c) Since December 31, 2023, there shall not have occurred a Material Adverse Effect. (i) The Administrative Agent and Collateral Agent shall have received at least three (3) Business Days prior to the date hereof all documentation and other information required by regulatory authorities with respect to the Borrower and the Parent under applicable “know your customer” and Anti-Corruption Laws, and Anti-Money Laundering Laws, and regulations, including without limitation the PATRIOT Act, that has been reasonably requested by the Administrative Agent in writing at least ten (10) days in advance of the date hereof and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, each Lender shall have received a Beneficial Ownership Certification in relation to the Borrower at least one (1) day prior to the date hereof (provided that, upon execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (e) shall be deemed satisfied). (e) As of the date hereof and immediately thereafter, no Event of Default or Default shall have occurred and be continuing. (f) A certificate of the Secretary, Assistant Secretary, Director, Vice President, President or similar officer, or the general partner, managing member or sole member, of each of the Borrower and the Parent, in each case dated the date hereof and certifying as to the satisfaction of the conditions set forth in Section 4.01(b), Section 4.01(c) and Section 4.01(e). (g) The due and valid execution of the Series C Preferred Stock Purchase Agreement, dated as of April 26, 2024, among the Parent and the purchasers party thereto, as modified or supplemented from time to time. For purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required under this Section 4.01 to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the proposed signing date specifying its objection thereto.

Signing Date. The effectiveness of this This Agreement is subject to shall not become effective until the satisfaction (or waiver by the Administrative Agent at the direction of each Lender of each in accordance with Section 9.02) of the following conditions precedent on the date hereofconditions: (a) The Administrative Agent (or its counsel) shall have received from each party hereto and thereto (other than the Belgian Borrower) either (i) a counterpart of this Agreement and the Parent Guarantee and Pledge Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission, a facsimile transmission or other electronic transmission of a PDF copy, of a signed signature page counterpart of this Agreement or the Parent Guarantee and Pledge Agreement) that such party has signed a counterpart of this Agreement and the Parent Guarantee and Pledge Agreement, in each case, to which it is a party. (b) The representations Administrative Agent shall have received a completed Perfection Certificate dated the Signing Date and warranties set forth in Article III hereof shall be true and correct in all material respects on and as signed by an Authorized Officer of the date hereof U.S. Borrower, together with all attachments contemplated thereby, including the same effect as though results of a search of the Uniform Commercial Code (or equivalent) filings made on and as of such date, except with respect to the extent Borrowers and their Designated Subsidiaries in their respective jurisdictions or organization and such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects other lien searches as of such earlier date) or except to requested by the extent such representations and warranties are expressly intended to be made as of the Closing Date or conditioned on the occurrence of the Closing Date (in which case such representations and warranties shall be true and correct in all material respects as of the Closing Date or conditioned on the occurrence of the Closing Date, as applicable), as applicable (and, in all cases, to the extent qualified by materiality, true and correct in all respects)Administrative Agent. (c) Since December 31, 2023, there shall not have occurred a Material Adverse Effect. (i) The Administrative Agent Agent, the Lenders and Collateral Agent the Arrangers shall have received at least three (3) Business Days prior to the date hereof all documentation and other information about the Loan Parties as has been reasonably requested by the Administrative Agent or any Lender or Arranger in writing at least 10 days prior to the Signing Date and that they reasonably determine is required by regulatory authorities with respect to the Borrower and the Parent under applicable “know your customer” and Antianti-Corruption Laws, and Anti-Money Laundering Laws, money laundering rules and regulations, including without limitation the USA PATRIOT Act, that has been reasonably requested by the Administrative Agent in writing at least ten (10) days in advance of the date hereof and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, each Lender shall have received a Beneficial Ownership Certification in relation to the Borrower at least one (1) day prior to the date hereof (provided that, upon execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (e) shall be deemed satisfied). (e) As of the date hereof and immediately thereafter, no Event of Default or Default shall have occurred and be continuing. (f) A certificate of the Secretary, Assistant Secretary, Director, Vice President, President or similar officer, or the general partner, managing member or sole member, of each of the Borrower and the Parent, in each case dated the date hereof and certifying as to the satisfaction of the conditions set forth in Section 4.01(b), Section 4.01(c) and Section 4.01(e). (gd) The due and valid execution of the Series C Preferred Stock Purchase Agreement, dated as of April 26, 2024, among the Parent and the purchasers party thereto, as modified or supplemented from time to time. For purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required under this Section 4.01 to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior (i) true and complete copies of the Organizational Documents of each Person that is a Loan Party as of the Signing Date and a copy of the resolutions, in form and substance reasonably satisfactory to the proposed signing date specifying its objection Administrative Agent, of the Board of Directors or other governing body, as applicable, of each Person that is a Loan Party as of the Signing Date (or a duly authorized committee thereof) authorizing (A) the execution, delivery and performance of the Loan Documents (and any agreements relating thereto) to which it is a party, (B) in the case of the U.S. Borrower, the extensions of credit hereunder, together with such certificates relating to the good standing of each Person that is a Loan Party or the substantive equivalent, if any, available in the jurisdiction of organization for each Loan Party from the appropriate governmental officer in such jurisdiction as the Administrative Agent may reasonably request and (ii) a certificate of each Person that is a Loan Party as of the Signing Date, dated the Signing Date, substantially in the form of Exhibit M hereto or otherwise reasonably satisfactory to the Administrative Agent, with appropriate insertions, executed by an Authorized Officer of such Loan Party, and attaching the documents referred to in clause (i) above.

Signing Date. The effectiveness of this This Agreement is subject to and the satisfaction or waiver by Commitments hereunder shall become effective on the Administrative Agent at the direction of each Lender of date on which each of the following conditions precedent on the date hereof:is satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent (or its counsel) shall have received from each party hereto and thereto either to this Agreement (i) a counterpart of this Agreement and the Parent Guarantee and Pledge Agreement signed on behalf of each such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission, or electronic transmission of a PDF copy, of a signed signature page of this Agreement or the Parent Guarantee and Pledge Agreement) that such party has signed such a counterpart of this Agreement and the Parent Guarantee and Pledge Agreement, (in each case, which, subject to which it is a partySection 9.06(b), may include any Electronic Signatures transmitted by telecopy, emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page), and upon the Administrative Agent’s execution and delivery of its signature page to this Agreement, the condition set forth in this clause (a) shall be deemed to be satisfied. (b) The representations Administrative Agent shall have received such customary documents and warranties certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Financing Transactions and any other legal matters relating to the Borrower, this Agreement or the Transactions, in each case reasonably satisfactory to the Administrative Agent. and upon the Administrative Agent’s execution and delivery of its signature page to this Agreement, the condition set forth in Article III hereof this clause (b) shall be true and correct in all material respects on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) or except to the extent such representations and warranties are expressly intended deemed to be made as of the Closing Date or conditioned on the occurrence of the Closing Date (in which case such representations and warranties shall be true and correct in all material respects as of the Closing Date or conditioned on the occurrence of the Closing Date, as applicable), as applicable (and, in all cases, to the extent qualified by materiality, true and correct in all respects). (c) Since December 31, 2023, there shall not have occurred a Material Adverse Effectsatisfied. (i) The Administrative Agent and Collateral Agent shall have received received, at least three (3) Business Days five days prior to the date hereof Signing Date, all documentation and other information required by regulatory authorities regarding the Loan Parties requested in connection with respect to the Borrower and the Parent under applicable “know your customer” and Anti-Corruption Laws, and Anti-Money Laundering Laws, Laws and regulations, including without limitation the PATRIOT Patriot Act, that has been reasonably to the extent requested by the Administrative Agent in writing of the Borrower at least ten (10) 10 days in advance of prior to the date hereof Signing Date and (ii) any Lender who has made a request therefor at least 10 days prior to the Signing Date, shall have received a Beneficial Ownership Certification in relation to each Loan Party at least five days prior to the Signing Date solely to the extent the Borrower such Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, each Lender shall have received a Beneficial Ownership Certification in relation to the Borrower at least one (1) day prior to the date hereof Regulation (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (eii) shall be deemed to be satisfied). (e) As of the date hereof and immediately thereafter, no Event of Default or Default shall have occurred and be continuing. (f) A certificate of the Secretary, Assistant Secretary, Director, Vice President, President or similar officer, or the general partner, managing member or sole member, of each of the Borrower and the Parent, in each case dated the date hereof and certifying as to the satisfaction of the conditions set forth in Section 4.01(b), Section 4.01(c) and Section 4.01(e). (g) The due and valid execution of the Series C Preferred Stock Purchase Agreement, dated as of April 26, 2024, among the Parent and the purchasers party thereto, as modified or supplemented from time to time. For purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required under this Section 4.01 to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the proposed signing date specifying its objection thereto.

Signing Date. The effectiveness of this This Agreement is subject (but not the Lenders’ Commitments hereunder) shall become effective and shall be binding and inure to the satisfaction or waiver by benefit of the parties hereto and their respective successors and assigns on and as of the first date (the “Signing Date”) on which WBA has furnished to the Administrative Agent at the direction of each Lender of each of the following conditions precedent on the date hereoffollowing: (a) The Administrative Agent (or its counsel) shall have received from From each party hereto and thereto either (i) a counterpart of this Agreement and the Parent Guarantee and Pledge Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy transmission, or electronic transmission of a PDF copy, of a signed signature page of this Agreement or the Parent Guarantee and Pledge Agreement) that such party has signed a counterpart of this Agreement and the Parent Guarantee and Pledge Agreement, in each case, to which it is a party. (b) The An officer’s certificate, substantially in the form of Exhibit F, dated as of the Signing Date, signed by an Authorized Officer of WBA, certifying that (x) on the Signing Date, no Default or Unmatured Default has occurred and is continuing and (y) the representations and warranties set forth contained in Article III hereof shall be V are true and correct in all material respects on and as of the date hereof with the same effect as though made on and as of such date, (except to the extent such representations and warranties expressly relate to an earlier date (are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) as of the Signing Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects as of such earlier date) or (except to the extent such representations and warranties are expressly intended to be made as of the Closing Date qualified with “materiality” or conditioned on the occurrence of the Closing Date (“Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all material respects respects) on and as of the Closing Date or conditioned on the occurrence of the Closing Date, as applicable), as applicable (and, in all cases, to the extent qualified by materiality, true and correct in all respects)such earlier date. (c) Since December 31, 2023, there shall not have occurred a Material Adverse Effect. (i) The Administrative Agent and Collateral Agent shall have received at least three (3) Business Days prior to the date hereof all documentation and other information required by regulatory authorities with respect to the Borrower and the Parent under applicable “know your customer” and Anti-Corruption Laws, and Anti-Money Laundering Laws, and regulations, including without limitation the PATRIOT Act, that has been reasonably requested by the Administrative Agent in writing at least ten (10) days in advance of the date hereof and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, each Lender shall have received a Beneficial Ownership Certification in relation to the Borrower at least one (1) day prior to the date hereof (provided that, upon execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (e) shall be deemed satisfied). (e) As of the date hereof and immediately thereafter, no Event of Default or Default shall have occurred and be continuing. (f) A certificate of the Secretary, Assistant Secretary, Director, Vice President, President or similar officer, or the general partner, managing member or sole member, of each of the Borrower and the Parent, in each case dated the date hereof and certifying as to the satisfaction of the conditions set forth in Section 4.01(b), Section 4.01(c) and Section 4.01(e). (g) The due and valid execution of the Series C Preferred Stock Purchase Agreement, dated as of April 26, 2024, among the Parent and the purchasers party thereto, as modified or supplemented from time to time. For purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required under this Section 4.01 to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the proposed signing date specifying its objection thereto.

Signing Date. The effectiveness of this Agreement is subject to the satisfaction or waiver by the Administrative Agent at the direction of each Lender of each of the following conditions precedent on the date hereof:hereof (in each case, in form and substance satisfactory to the Lenders): (a) The Administrative Agent (or its counsel) shall have received from each party hereto and thereto either (i) a counterpart of this Agreement Agreement, the Fee Letter and the Parent Guarantee and Pledge Agreement Agent Fee Letter signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (acting at the direction of the Required Lenders) (which may include telecopy transmission, or electronic transmission of a PDF copy, of a signed signature page of this Agreement Agreement, the Fee Letter or the Parent Guarantee and Pledge AgreementAgent Fee Letter) that such party has signed a counterpart of this Agreement Agreement, the Fee Letter and the Parent Guarantee and Pledge Agreement, in each case, to which it is a party. (b) The representations and warranties set forth in Article III hereof shall be true and correct in all material respects on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) or except to the extent such representations and warranties are expressly intended to be made as of the Closing Date or conditioned on the occurrence of the Closing Date (in which case such representations and warranties shall be true and correct in all material respects as of the Closing Date or conditioned on the occurrence of the Closing DateAgent Fee Letter, as applicable), as applicable (and, in all cases, to the extent qualified by materiality, true and correct in all respects). (c) Since December 31, 2023, there shall not have occurred a Material Adverse Effect. (i) The Administrative Agent and Collateral Agent shall have received at least three (3) Business Days prior to the date hereof Signing Date all documentation and other information required by regulatory authorities with respect to the Borrower and the Parent Parties under applicable “know your customer” and Anti-Corruption Laws, and Anti-Money Laundering Laws, and regulations, including without limitation the PATRIOT Act, that has been reasonably requested by the Administrative Agent in writing at least ten (10) days in advance of the date hereof Signing Date and (ii) to the extent the any Borrower Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, each Lender shall have received a Beneficial Ownership Certification in relation to the such Borrower Party at least one (1) day prior to the date hereof Signing Date (provided that, upon execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (eb) shall be deemed satisfied). (c) The Administrative Agent shall have received a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of each of the Borrower Parties (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such Borrower Party is a party (including, without limitation, the Parent Guarantee) and such resolutions shall not have been modified, rescinded or amended and are in full force and effect on the Signing Date. (d) The Administrative Agent (or its counsel) shall have received duly executed and complete copies of (i) the Customer Contracts set out in clauses (a), (b) and (c) of the definition of the “Eligible Customer Contract” and (ii) all other Material Project Contracts as in effect as of the Signing Date; US-DOCS\165060996.55168397633.10 (e) As The representations and warranties set forth in Article III hereof shall be true and correct in all material respects on and as of the Signing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date hereof (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) (or, to the extent qualified by materiality, true and correct in all respects). (f) At the time of and immediately thereafterafter the Signing Date, no Event of Default or Default shall have occurred and be continuing. (fg) A The Administrative Agent (or its counsel) shall have received a certificate of the Secretary, Assistant Secretary, Director, Vice President, President or similar officer, or the general partner, managing member or sole member, of each a Responsible Officer of the Borrower and the ParentInitial Borrower, in each case dated the date hereof Signing Date, and certifying as to the satisfaction of that the conditions set forth in Section 4.01(bSections 4.01(d), Section 4.01(c(e), and (f) and Section 4.01(e). (g) The due and valid execution of the Series C Preferred Stock Purchase Agreement, dated as of April 26, 2024, among the Parent and the purchasers party thereto, as modified have been satisfied or supplemented from time to timewaived. For purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required under this Section 4.01 to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the proposed signing date specifying its objection thereto.

Signing Date. The effectiveness of this This Agreement is subject (but not the Lenders’ Commitments hereunder) shall become effective and shall be binding upon and inure to the satisfaction or waiver by benefit of the parties hereto and their respective successors and assigns on and as of the first date (the “Signing Date”) on which the Borrower has furnished to the Administrative Agent at the direction of each Lender of each of the following conditions precedent on the date hereoffollowing: (a) The Administrative Agent (or its counsel) shall have received from From each party hereto and thereto either (i) a counterpart of this Agreement and the Parent Guarantee and Pledge Agreement signed on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy transmission, or electronic transmission of a PDF copy, of a signed signature page of this Agreement or the Parent Guarantee and Pledge Agreement) that such party has signed a counterpart of this Agreement and the Parent Guarantee and Pledge Agreement, in each case, to which it is a party.; and (b) The An officer’s certificate, substantially in the form of Exhibit F, dated as of the Signing Date, signed by an Authorized Officer of the Borrower, certifying that (x) on the Signing Date, no Default or Unmatured Default has occurred and is continuing and (y) the representations and warranties set forth contained in Article III hereof shall be Sections 5.01, 5.02 and 5.03 are true and correct in all material respects on and as of the date hereof with the same effect as though made on and as of such date, (except to the extent such representations and warranties expressly relate to an earlier date (are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) as of the Signing Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects as of such earlier date) or (except to the extent such representations and warranties are expressly intended to be made as of the Closing Date qualified with “materiality” or conditioned on the occurrence of the Closing Date (“Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all material respects respects) on and as of the Closing Date or conditioned on the occurrence of the Closing Date, as applicable), as applicable (and, in all cases, to the extent qualified by materiality, true and correct in all respects)such earlier date. (c) Since December 31, 2023, there shall not have occurred a Material Adverse Effect. (i) The Administrative Agent and Collateral Agent shall have received at least three (3) Business Days prior to the date hereof all documentation and other information required by regulatory authorities with respect to the Borrower and the Parent under applicable “know your customer” and Anti-Corruption Laws, and Anti-Money Laundering Laws, and regulations, including without limitation the PATRIOT Act, that has been reasonably requested by the Administrative Agent in writing at least ten (10) days in advance of the date hereof and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, each Lender shall have received a Beneficial Ownership Certification in relation to the Borrower at least one (1) day prior to the date hereof (provided that, upon execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (e) shall be deemed satisfied). (e) As of the date hereof and immediately thereafter, no Event of Default or Default shall have occurred and be continuing. (f) A certificate of the Secretary, Assistant Secretary, Director, Vice President, President or similar officer, or the general partner, managing member or sole member, of each of the Borrower and the Parent, in each case dated the date hereof and certifying as to the satisfaction of the conditions set forth in Section 4.01(b), Section 4.01(c) and Section 4.01(e). (g) The due and valid execution of the Series C Preferred Stock Purchase Agreement, dated as of April 26, 2024, among the Parent and the purchasers party thereto, as modified or supplemented from time to time. For purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required under this Section 4.01 to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the proposed signing date specifying its objection thereto.

Signing Date. The effectiveness of this Agreement is subject to “Signing Date” shall occur upon the satisfaction (or waiver by in accordance with Section 9.02), in each case on the Administrative Agent at the direction of each Lender date hereof, of each of the following conditions precedent on the date hereofconditions: (a) The Administrative Agent (or its counsel) shall have received from each party hereto and thereto either (i) a counterpart of this Agreement and the Parent Guarantee and Pledge Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission, a facsimile or electronic transmission of a PDF copy, of a signed signature page counterpart of this Agreement or the Parent Guarantee and Pledge Agreement) that such party has signed a counterpart of this Agreement and the Parent Guarantee and Pledge Agreement, in each case, to which it is a party. (b) The representations Administrative Agent shall have received a Secretary’s Certificate, dated the Signing Date and warranties set forth in Article III hereof shall be true and correct in all material respects on and as signed by the Secretary or Assistant Secretary of the date hereof with the same effect as though made on Borrower, in form and as of such date, except substance reasonably satisfactory to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in Administrative Agent, together with all material respects as of such earlier date) or except to the extent such representations and warranties are expressly intended to be made as of the Closing Date or conditioned on the occurrence of the Closing Date (in which case such representations and warranties shall be true and correct in all material respects as of the Closing Date or conditioned on the occurrence of the Closing Date, as applicable), as applicable (and, in all cases, to the extent qualified by materiality, true and correct in all respects)attachments contemplated thereby. (c) Since December 31The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Signing Date) of the General Counsel and/or In-House Counsel of the Borrower, 2023, there shall not have occurred a Material Adverse Effectin each case in form and substance reasonably satisfactory to the Administrative Agent. (id) The Administrative Agent and Collateral Agent shall have received at least three (3) Business Days all fees due and payable on or prior to the date hereof Signing Date, and, to the extent invoiced at least one Business Day prior to the Signing Date, other amounts due and payable on or prior to the Signing Date (including reasonable fees, charges and disbursements of Cravath, Swaine & ▇▇▇▇▇, LLP) required to be paid or reimbursed by the Borrower. (e) The Lenders shall have received all documentation and other information required by bank regulatory authorities with respect to the Borrower and the Parent under applicable “know your customer” and Antianti-Corruption Laws, and Anti-Money Laundering Laws, money laundering rules and regulations, including without limitation the USA PATRIOT Act, that has been reasonably requested by the Administrative Agent Lenders in writing at least ten (10) days in advance of the date hereof and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, each Lender shall have received a Beneficial Ownership Certification in relation to the Borrower at least one (1) day four Business Days prior to the date hereof (provided that, upon execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (e) shall be deemed satisfied)Signing Date. (e) As of the date hereof and immediately thereafter, no Event of Default or Default shall have occurred and be continuing. (f) A certificate of the Secretary, Assistant Secretary, Director, Vice President, President or similar officer, or the general partner, managing member or sole member, of each of the Borrower and the Parent, in each case dated the date hereof and certifying as to the satisfaction of the conditions set forth in Section 4.01(b), Section 4.01(c) and Section 4.01(e). (g) The due and valid execution of the Series C Preferred Stock Purchase Agreement, dated as of April 26, 2024, among the Parent and the purchasers party thereto, as modified or supplemented from time to time. For purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required under this Section 4.01 to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the proposed signing date specifying its objection thereto.

Signing Date. The effectiveness of this Agreement is subject to the satisfaction or waiver by the Administrative Agent at the direction of each Lender of each of the following conditions precedent on the date hereof:hereof (in each case, in form and substance satisfactory to the Lenders): (a) The Administrative Agent (or its counsel) shall have received from each party hereto and thereto either (i) a counterpart of this Agreement Agreement, the Fee Letter and the Parent Guarantee and Pledge Agreement Agent Fee Letter signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (acting at the direction of the Required Lenders) (which may include telecopy transmission, or electronic transmission of a PDF copy, of a signed signature page of this Agreement Agreement, the Fee Letter or the Parent Guarantee and Pledge AgreementAgent Fee Letter) that such party has signed a counterpart of this Agreement Agreement, the Fee Letter and the Parent Guarantee and Pledge Agreement, in each case, to which it is a party. (b) The representations and warranties set forth in Article III hereof shall be true and correct in all material respects on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) or except to the extent such representations and warranties are expressly intended to be made as of the Closing Date or conditioned on the occurrence of the Closing Date (in which case such representations and warranties shall be true and correct in all material respects as of the Closing Date or conditioned on the occurrence of the Closing DateAgent Fee Letter, as applicable), as applicable (and, in all cases, to the extent qualified by materiality, true and correct in all respects). (c) Since December 31, 2023, there shall not have occurred a Material Adverse Effect. (i) The Administrative Agent and Collateral Agent shall have received at least three (3) Business Days prior to the date hereof Signing Date all documentation and other information required by regulatory authorities with respect to the Borrower and the Parent Parties under applicable “know your customer” and Anti-Corruption Laws, and Anti-Money Laundering Laws, and regulations, including without limitation the PATRIOT Act, that has been reasonably requested by the Administrative Agent in writing at least ten (10) days in advance of the date hereof Signing Date and (ii) to the extent the any Borrower Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, each Lender shall have received a Beneficial Ownership Certification in relation to the such Borrower Party at least one (1) day prior to the date hereof Signing Date (provided that, upon execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (eb) shall be deemed satisfied). (c) The Administrative Agent shall have received a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of each of the Borrower Parties (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such Borrower Party is a party (including, without limitation, the Parent Guarantee) and such resolutions shall not have been modified, rescinded or amended and are in full force and effect on the Signing Date. (d) The Administrative Agent (or its counsel) shall have received duly executed and complete copies of (i) the Customer Contracts set out in clauses (a), (b) and (c) of the definition of the “Eligible Customer Contract” and (ii) all other Material Project Contracts as in effect as of the Signing Date; (e) As The representations and warranties set forth in Article III hereof shall be true and correct in all material respects on and as of the Signing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date hereof (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) (or, to the extent qualified by materiality, true and correct in all respects). (f) At the time of and immediately thereafterafter the Signing Date, no Event of Default or Default shall have occurred and be continuing. (fg) A The Administrative Agent (or its counsel) shall have received a certificate of the Secretary, Assistant Secretary, Director, Vice President, President or similar officer, or the general partner, managing member or sole member, of each a Responsible Officer of the Borrower and the ParentInitial Borrower, in each case dated the date hereof Signing Date, and certifying as to the satisfaction of that the conditions set forth in Section 4.01(bSections 4.01(d), Section 4.01(c(e), and (f) and Section 4.01(e). (g) The due and valid execution of the Series C Preferred Stock Purchase Agreement, dated as of April 26, 2024, among the Parent and the purchasers party thereto, as modified have been satisfied or supplemented from time to timewaived. For purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required under this Section 4.01 to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the proposed signing date specifying its objection thereto.

Signing Date. The effectiveness of this Agreement is subject to the satisfaction or waiver by the Administrative Agent at the direction of each Lender of each of the following conditions precedent on the date hereof: (a) The Administrative Agent (or its counsel) shall have received from each party hereto and thereto either (i) a counterpart of this Agreement and the Parent Guarantee and Pledge Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission, or electronic transmission of a PDF copy, of a signed signature page of this Agreement or the Parent Guarantee and Pledge Agreement) that such party has signed a counterpart of this Agreement and the Parent Guarantee and Pledge Agreement, in each case, to which it is a party. (b) The representations and warranties set forth in Article III hereof shall be true and correct in all material respects on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) or except to the extent such representations and warranties are expressly intended to be made as of the Closing Date or conditioned on the occurrence of the Closing Date (in which case such representations and warranties shall be true and correct in all material respects as of the Closing Date or conditioned on the occurrence of the Closing Date, as applicable), as applicable (and, in all cases, to the extent qualified by materiality, true and correct in all respects). (c) Since December 31, 2023, there shall not have occurred a Material Adverse Effect. (i) The Administrative Agent and Collateral Agent shall have received at least three (3) Business Days prior to the date hereof all documentation and other information required by regulatory authorities with respect to the Borrower and the Parent under applicable “know your customer” and Anti-Corruption Laws, and Anti-Money Laundering Laws, and regulations, including without limitation the PATRIOT Act, that has been reasonably requested by the Administrative Agent in writing at least ten (10) days in advance of the date hereof and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, each Lender shall have received a Beneficial Ownership Certification in relation to the Borrower at least one (1) day prior to the date hereof (provided that, upon execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (eed) shall be deemed satisfied). (e) As of the date hereof and immediately thereafter, no Event of Default or Default shall have occurred and be continuing. (f) A certificate of the Secretary, Assistant Secretary, Director, Vice President, President or similar officer, or the general partner, managing member or sole member, of each of the Borrower and the Parent, in each case dated the date hereof and certifying as to the satisfaction of the conditions set forth in Section 4.01(b), Section 4.01(c) and Section 4.01(e). (g) The due and valid execution of the Series C Preferred Stock Purchase Agreement, dated as of April 26, 2024, among the Parent and the purchasers party thereto, as modified or supplemented from time to time. For purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required under this Section 4.01 to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the proposed signing date specifying its objection thereto.

Signing Date. The effectiveness of this Agreement is subject to the satisfaction or waiver by the Administrative Agent at the direction of each Lender of each of the following conditions precedent on the date hereof: (a) The Administrative Agent (or its counsel) shall have received from each party hereto and thereto either (i) a counterpart of this Agreement and the Parent Guarantee and Pledge Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission, or electronic transmission of a PDF copy, of a signed signature page of this Agreement or the Parent Guarantee and Pledge Agreement) that such party has signed a counterpart of this Agreement and the Parent Guarantee and Pledge Agreement, in each case, to which it is a party. (b) The Administrative Agent shall have received each of the following (i) executed copies of each Material Project Contract set forth in clauses (a) and (b) of the definition thereof and (ii) a certification by the Borrower that each such Material Project Contract shall be in full force and effect. (c) The representations and warranties set forth in Article III hereof shall be true and correct in all material respects on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) or except to the extent such representations and warranties are expressly intended to be made as of the Closing Date or conditioned on the occurrence of the Closing Date (in which case such representations and warranties shall be true and correct in all material respects as of the Closing Date or conditioned on the occurrence of the Closing Date, as applicable), as applicable ((and, in all cases, to the extent qualified by materiality, true and correct in all respects). (cd) Since December 31, 20232022, there shall not have occurred a Material Adverse Effect. (i) The Administrative Agent and Collateral Agent shall have received at least three (3) Business Days prior to the date hereof all documentation and other information required by regulatory authorities with respect to the Borrower and the Parent under applicable “know your customer” and Anti-Corruption Laws, and Anti-Money Laundering Laws, and regulations, including without limitation the U.S. PATRIOT Act, that has been reasonably requested by the Administrative Agent in writing at least ten (10) days in advance of the date hereof and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, each Lender shall have received a Beneficial Ownership Certification in relation to the Borrower at least one (1) day prior to the date hereof (provided that, upon execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (e) shall be deemed satisfied). (ef) As of the date hereof and immediately thereafter, no Event of Default or Default shall have occurred and be continuing. (fg) A certificate of the Secretary, Assistant Secretary, Director, Vice President, President or similar officer, or the general partner, managing member or sole member, of each of the Borrower and the Parent, in each case dated the date hereof and certifying as to the satisfaction of the conditions set forth in Section 4.01(bSections 4.01(c), Section 4.01(c4.01(d) and Section 4.01(e4.01(f). (g) The due and valid execution of the Series C Preferred Stock Purchase Agreement, dated as of April 26, 2024, among the Parent and the purchasers party thereto, as modified or supplemented from time to time. For purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required under this Section 4.01 to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the proposed signing date specifying its objection thereto.

Signing Date. The effectiveness of this This Agreement is subject to shall not become effective until the satisfaction or waiver by the Administrative Agent at the direction of each Lender of date on which each of the following conditions precedent is satisfied (which shall occur, if at all, on the date hereof:or prior to April 15, 2016): (a) The receipt by the Administrative Agent of counterparts hereof signed by each of the parties hereto other than the Parent Guarantors (or, in the case of any party (other than the Parent Guarantors) as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form reasonably satisfactory to it of telegraphic or its counselother written confirmation from such party of execution of a counterpart hereof by such party); (b) shall have received from each party hereto and thereto either payment by the Principal Borrower of (i) a counterpart of this Agreement all fees and the Parent Guarantee and Pledge Agreement signed on behalf of such party or (ii) written evidence satisfactory other amounts due and payable to the Agents and the Lenders on or before the Signing Date and for which, in the case of this clause (ii), invoices have been received by the Principal Borrower not later than the second Domestic Business Day prior to the Signing Date; and (c) the Principal Borrower shall have provided the documentation and other information relating to JCI to the Administrative Agent (which may include telecopy transmission, or electronic transmission of a PDF copy, of a signed signature page of this Agreement or the Parent Guarantee and Pledge Agreement) that such party has signed a counterpart of this Agreement and the Parent Guarantee and Pledge Agreement, in each case, to which it is a party. (b) The representations and warranties set forth in Article III hereof shall be true and correct in all material respects on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) or except to the extent such representations and warranties are expressly intended to be made as of the Closing Date or conditioned on the occurrence of the Closing Date (in which case such representations and warranties shall be true and correct in all material respects as of the Closing Date or conditioned on the occurrence of the Closing Date, as applicable), as applicable (and, in all cases, to the extent qualified by materiality, true and correct in all respects). (c) Since December 31, 2023, there shall not have occurred a Material Adverse Effect. (i) The Administrative Agent and Collateral Agent shall have received at least three (3) Business Days prior to the date hereof all documentation and other information required by bank regulatory authorities with respect to the Borrower and the Parent under applicable “know your customer” and Antianti-Corruption Laws, and Anti-Money Laundering Laws, money laundering rules and regulations, including without limitation limitation, the PATRIOT Act, that has been to the extent such information was reasonably requested by a Lender or the Administrative Agent in writing at least ten (10) days in advance of the date hereof and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, each Lender shall have received a Beneficial Ownership Certification in relation to the Borrower at least one (1) day 10 Domestic Business Days prior to the date hereof (provided that, upon execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (e) shall be deemed satisfied). (e) As of the date hereof and immediately thereafter, no Event of Default or Default shall have occurred and be continuing. (f) A certificate of the Secretary, Assistant Secretary, Director, Vice President, President or similar officer, or the general partner, managing member or sole member, of each of the Borrower and the Parent, in each case dated the date hereof and certifying as to the satisfaction of the conditions set forth in Section 4.01(b), Section 4.01(c) and Section 4.01(e). (g) Signing Date. The due and valid execution of the Series C Preferred Stock Purchase Agreement, dated as of April 26, 2024, among the Parent and the purchasers party thereto, as modified or supplemented from time to time. For purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required under this Section 4.01 to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written promptly notify the Principal Borrower, the Lenders and each other party to this Agreement of the Signing Date, and such notice from such Lender prior to the proposed signing date specifying its objection theretoshall be conclusive and binding.

Signing Date. The effectiveness of this Agreement is subject to the satisfaction or waiver by the Administrative Agent at the direction of each Lender Required Lenders of each of the following conditions precedent on the date hereof: (a) The Administrative Agent (or its counsel) shall have received from each party hereto and thereto either (i) a counterpart of this Agreement and the Parent Guarantee and Pledge Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission, or electronic transmission of a PDF copy, of a signed signature page of this Agreement or and the Parent Guarantee and Pledge Agreement) that such party has signed a counterpart of this Agreement and the Parent Guarantee and Pledge Agreement, in each case, to which it is a party. (b) The representations and warranties set forth in Article III hereof shall be true and correct in all material respects on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) or except to the extent such representations and warranties are expressly intended to be made as of the Closing Date or conditioned on the occurrence of the Closing Date (in which case such representations and warranties shall be true and correct in all material respects as of the Closing Date or conditioned on the occurrence of the Closing Date, as applicable), as applicable ) (and, in all cases, to the extent qualified by materiality, true and correct in all respects). (c) Since December 31, 20232024, there shall not have occurred a Material Adverse Effect. (i) The Administrative Agent and Collateral Agent shall have received at least three (3) Business Days prior to the date hereof all documentation and other information required by regulatory authorities with respect to the Borrower Borrower, Pledgor and the Parent under applicable “know your customer” and Anti-Corruption Laws, and Anti-Money Laundering Laws, and regulations, including without limitation the PATRIOT Act, that has been reasonably requested by the Administrative Agent in writing at least ten (10) days in advance of the date hereof and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, each Lender shall have received a Beneficial Ownership Certification in relation to the Borrower at least one (1) day prior to the date hereof (provided that, upon execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ed) shall be deemed satisfied). (e) As of the date hereof and immediately thereafter, no Event “event of Default default” or Default default, in each case, after giving effect to any grace periods provided therein, under the Master Services Agreements or the Data Center Leases/Licenses, in each case, shall have occurred and be continuing. (f) A certificate of the Secretary, Assistant Secretary, Director, Vice President, President or similar officer, or the general partner, managing member or sole member, of each of the Borrower Credit Parties and the ParentPledgor, in each case dated the date hereof and certifying as to the satisfaction of the conditions set forth in Section 4.01(b), Section 4.01(c) and Section 4.01(e). (g) The due Administrative Agent (or its counsel) shall have received an executed copy of (i) the Master Services Agreements (including an assignment thereof to the Borrower) and valid execution (ii) the Management Agreement. |US-DOCS\169633672.18|| (h) The Administrative Agent (or its counsel) shall have received an executed copy of each Data Center Lease/License. (i) The Borrower shall have appointed at least one “independent manager” or “independent director” as contemplated by Section 5.13. (j) The Administrative Agent shall have received the Series C Preferred Stock Purchase Agreement, dated as of April 26, 2024, among the Parent and the purchasers party thereto, as modified or supplemented from time to timeBase Case Model. For purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required under this Section 4.01 to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the proposed signing date specifying its objection thereto.

Signing Date. The effectiveness of this Agreement is subject to the satisfaction or waiver by the Administrative Agent at the direction of each Lender Required Lenders of each of the following conditions precedent on the date hereof: (a) The Administrative Agent (or its counsel) shall have received from each party hereto and thereto either (i) a counterpart of this Agreement Agreement, the Limited Guarantee and the Parent Guarantee and Pledge Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission, or electronic transmission of a PDF copy, of a signed signature page of this Agreement or Agreement, the Parent Limited Guarantee and Pledge Agreement) that such party has signed a counterpart of this Agreement Agreement, the Limited Guarantee and the Parent Guarantee and Pledge Agreement, in each case, to which it is a party. (b) The representations and warranties set forth in Article III hereof shall be true and correct in all material respects on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) or except to the extent such representations and warranties are expressly intended to be made as of the Closing Date or conditioned on the occurrence of the Closing Date (in which case such representations and warranties shall be true and correct in all material respects as of the Closing Date or |US-DOCS\166979934.32|| conditioned on the occurrence of the Closing Date, as applicable), as applicable ) (and, in all cases, to the extent qualified by materiality, true and correct in all respects). (c) Since December 31, 20232024, there shall not have occurred a Material Adverse Effect. (i) The Administrative Agent and Collateral Agent shall have received at least three (3) Business Days prior to the date hereof all documentation and other information required by regulatory authorities with respect to the Borrower and the Parent Pledgor under applicable “know your customer” and Anti-Corruption Laws, and Anti-Money Laundering Laws, and regulations, including without limitation the PATRIOT Act, that has been reasonably requested by the Administrative Agent in writing at least ten (10) days in advance of the date hereof and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, each Lender shall have received a Beneficial Ownership Certification in relation to the Borrower at least one (1) day prior to the date hereof (provided that, upon execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ed) shall be deemed satisfied). (e) As of the date hereof and immediately thereafter, no Event “event of Default default” or Default default, in each case, after giving effect to any grace periods provided therein, under the Master Services Agreement or the Data Center Leases/Licenses, in each case, shall have occurred and be continuing. (f) A certificate of the Secretary, Assistant Secretary, Director, Vice President, President or similar officer, or the general partner, managing member or sole member, of each of the Borrower Credit Parties and the ParentPledgor, in each case dated the date hereof and certifying as to the satisfaction of the conditions set forth in Section 4.01(b), Section 4.01(c) and Section 4.01(e). (g) The due Administrative Agent (or its counsel) shall have received an executed copy of (i) the Master Services Agreement (including an assignment thereof to the Borrower), (ii) the MSA Direct Agreement (of which the Collateral Agent shall also receive a copy) and valid execution (iii) the Management Agreement. (h) The Administrative Agent (or its counsel) shall have received an executed copy of each Data Center Lease/License (including assignments thereof to the Series C Preferred Stock Purchase Agreement, dated as of April 26, 2024, among the Parent and the purchasers party theretoBorrower or another Credit Party, as modified applicable) entered into on or supplemented from time prior to timeClosing Date. (i) The Borrower shall have appointed at least one “independent manager” or “independent director” as contemplated by Section 5.13. (j) The Administrative Agent shall have received the Base Case Model. For purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required under this Section 4.01 to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the proposed signing date specifying its objection thereto.

Signing Date. The effectiveness of this This Agreement is subject to shall not be effective until the satisfaction or waiver by the Administrative Agent at the direction of each Lender of date on which each of the following conditions precedent on the date hereof:is satisfied (or waived in accordance with Section 10.02): (a) The Administrative Agent (or its counsel) shall have received on or before the date of this Agreement from each party hereto and thereto either (i) a counterpart of this Agreement and the Parent Guarantee and Pledge Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which Agent(which may include telecopy transmission, or electronic facsimile transmission of a PDF copy, of a signed signature page of this Agreement or the Parent Guarantee and Pledge Agreement) that such party has signed a counterpart of this Agreement and the Parent Guarantee and Pledge Agreement, in each case, to which it is a party. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the date of this Agreement) of (i) the general counsel of the Borrower in substantially the form attached as Exhibit C-1, (ii) Vischer, special Swiss counsel of the Guarantor, in substantially the form attached as Exhibit C-2 and (iii) ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel of the Obligors, in substantially the form attached as Exhibit C-3. (c) The Administrative Agent shall have received on or before the date of this Agreement certified copies of the charter, by-laws and other constitutive documents of each Obligor and of resolutions of the board of directors of each Obligor authorizing the Transactions, together with incumbency certificates dated the date of this Agreement evidencing the identity, authority and capacity of each Person authorized to execute and deliver this Agreement, the other Loan Documents and any other documents to be delivered by such Obligor pursuant hereto, all in form and substance reasonably satisfactory to the Administrative Agent, the Lead Arrangers and their counsel. (d) The representations and warranties of each Obligor set forth in Article III hereof of this Agreement are true and correct (other than any such representation and warranty that by its terms refers to a date prior to the date of this Agreement, in which case such representation and warranty shall be true and correct in all material respects as of such date) on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) or except to the extent such representations and warranties are expressly intended to be made as of the Closing Date or conditioned on the occurrence of the Closing Date (in which case such representations and warranties shall be true and correct in all material respects as of the Closing Date or conditioned on the occurrence of the Closing Signing Date, as applicable), as applicable (and, in all cases, to the extent qualified by materiality, true and correct in all respects). (c) Since December 31, 2023, there shall not have occurred a Material Adverse Effect. (i) The Administrative Agent and Collateral Agent shall have received at least three (3) Business Days prior to the date hereof all documentation and other information required by regulatory authorities with respect to the Borrower and the Parent under applicable “know your customer” and Anti-Corruption Laws, and Anti-Money Laundering Laws, and regulations, including without limitation the PATRIOT Act, that has been reasonably requested by the Administrative Agent in writing at least ten (10) days in advance of the date hereof and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, each Lender shall have received a Beneficial Ownership Certification in relation to the Borrower at least one (1) day prior to the date hereof (provided that, upon execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (e) shall be deemed satisfied).; (e) As of the date hereof Signing Date, and immediately thereafterfollowing the effectiveness of this Agreement, no Event of Default or Default shall have has occurred and be is continuing. (f) A certificate The Administrative Agent shall have received evidence reasonably satisfactory to it of the Secretaryconsent of CT Corporation System in New York, Assistant Secretary, Director, Vice President, President or similar officer, or the general partner, managing member or sole member, of each of the Borrower and the Parent, in each case dated the date hereof and certifying as New York to the satisfaction of the conditions set forth in appointment and designation provided by Section 4.01(b), Section 4.01(c) and Section 4.01(e10.09(b). (g) The due and valid execution Borrower shall have paid all fees required to be paid by it on the Signing Date in accordance with the terms of the Series C Preferred Stock Purchase AgreementFee Letters and, dated as of April 26, 2024, among unless waived by the Parent Administrative Agent and the purchasers party theretoLead Arrangers, as modified or supplemented from time the Borrower shall have paid all legal fees and expenses of the Administrative Agent and the Lead Arrangers required to time. For purposes be paid pursuant to the terms of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement and to the extent invoiced and received by the Borrower within a reasonable period prior to the Signing Date. (h) Each of the Lenders who has requested the same through the Administrative Agent within a reasonable period prior to the Signing Date shall have received “know your customer” and similar information as required to comply with bank regulatory authorities, anti-money laundering regulations and the Act. (i) The conditions to the initial effectiveness of the ADT Revolving Credit Facility shall have been satisfied. Delivery of a certificate signed by a Responsible Officer of the Borrower or the Guarantor shall be deemed to have consented to, approved or accepted or constitute a representation and warranty by the Obligors on the Signing Date as to be satisfied with, each document or other matter required under the matters specified in clauses (d) and (e) of this Section 4.01 to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the proposed signing date specifying its objection thereto4.01.

Signing Date. The effectiveness of this Agreement is subject to the satisfaction or waiver by the Administrative Agent at the direction of each Lender of each of the following conditions precedent on the date hereof: (a) The Administrative Agent (or its counsel) shall have received from each party hereto and thereto either (i) a counterpart of this Agreement and the Parent Guarantee and Pledge Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission, or electronic transmission of a PDF copy, of a signed signature page of this Agreement or the Parent Guarantee and Pledge Agreement) that such party has signed a counterpart of this Agreement and the Parent Guarantee and Pledge Agreement, in each case, to which it is a party. (b) The Administrative Agent shall have received each of the following (i) executed copies of each Material Project Contract set forth in clauses (a) and (b) of the definition thereof and (ii) a certification by the Borrower that each such Material Project Contract shall be in full force and effect. (c) The representations and warranties set forth in Article III hereof shall be true and correct in all material respects on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) or except to the extent such representations and warranties are expressly intended to be made as of the Closing Date or conditioned on the occurrence of the Closing Date (in which case such representations and warranties shall be true and correct in all material respects as of the Closing Date or conditioned on the occurrence of the Closing Date, as applicable), as applicable ((and, in all cases, to the extent qualified by materiality, true and correct in all respects). (cd) Since December 31, 20232022, there shall not have occurred a Material Adverse Effect. (i) The Administrative Agent and Collateral Agent shall have received at least three (3) Business Days prior to the date hereof all documentation and other information required by regulatory authorities with respect to the Borrower and the Parent under applicable “know your customer” and Anti-Corruption Laws, and Anti-Money Laundering Laws, and regulations, including without limitation the U.S.A. PATRIOT Act, that has been reasonably requested by the Administrative Agent in writing at least ten (10) days in advance of the date hereof and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, each Lender shall have received a Beneficial Ownership Certification in relation to the Borrower at least one (1) day prior to the date hereof (provided that, upon execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (e) shall be deemed satisfied). (ef) As of the date hereof and immediately thereafter, no Event of Default or Default shall have occurred and be continuing. (fg) A certificate of the Secretary, Assistant Secretary, Director, Vice President, President or similar officer, or the general partner, managing member or sole member, of each of the Borrower and the Parent, in each case dated the date hereof and certifying as to the satisfaction of the conditions set forth in Section 4.01(bSections 4.01(c), Section 4.01(c4.01(d) and Section 4.01(e4.01(f). (g) The due and valid execution of the Series C Preferred Stock Purchase Agreement, dated as of April 26, 2024, among the Parent and the purchasers party thereto, as modified or supplemented from time to time. For purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required under this Section 4.01 to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the proposed signing date specifying its objection thereto.

Signing Date. The effectiveness This obligations of this Agreement is subject to the satisfaction or waiver by parties hereto shall become effective on the Administrative Agent at the direction of each Lender of date when each of the following conditions precedent on the date hereofshall have been satisfied: (a) The Administrative the Agent (or its counsel) shall have received from each party hereto Borrower and thereto each Lender either (i) a counterpart of this Agreement and the Parent Guarantee and Pledge Agreement hereof signed on behalf of by such party or (ii) facsimile or other written evidence confirmation satisfactory to the Administrative Agent (which may include telecopy transmission, or electronic transmission of a PDF copy, of a signed signature page of this Agreement or the Parent Guarantee and Pledge Agreement) confirming that such party has signed a counterpart of this Agreement and the Parent Guarantee and Pledge Agreement, in each case, to which it is a party.hereof; (b) The the Agent shall have received an opinion of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Obligors, substantially in the form of Exhibit B and dated the Signing Date; (c) the Agent shall have received a Perfection Certificate (as defined in the Security Agreement) as of the Signing Date duly completed by the Borrowers, together with duly executed financing statements on Form UCC-1 or UCC-3 in form sufficient for filing in all jurisdictions in which such filing is necessary to perfect or continue the perfection of Liens created by the Collateral Documents and all necessary documents for filing with the U.S. Patent and Trademark Office and the U.S. Copyright Office, and the delivery of any promissory notes and stock certificates comprising the Collateral; (d) after giving effect to the amendment and restatement of the Original Credit Agreement effected hereby, (i) no Default shall have occurred and be continuing and (ii) the representations and warranties set forth of the Obligors contained in Article III hereof the Loan Documents shall be true and correct in all material respects on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) or except to the extent such representations and warranties are expressly intended to be made as of the Closing Date or conditioned on the occurrence of the Closing Date (in which case such representations and warranties shall be true and correct in all material respects as of the Closing Date or conditioned on the occurrence of the Closing Signing Date, as applicable), as applicable (; and, in all cases, to the extent qualified by materiality, true and correct in all respects). (ce) Since December 31, 2023, there shall not have occurred a Material Adverse Effect. (i) The Administrative Agent and Collateral the Agent shall have received at least three (3) Business Days prior all documents the Agent may reasonably request relating to the date hereof existence of the Obligors, the corporate authority for and the validity of the Loan Documents, and any other matters relevant hereto, all documentation in form and other information required by regulatory authorities with respect substance reasonably satisfactory to the Borrower and the Parent under applicable “know your customer” and Anti-Corruption Laws, and Anti-Money Laundering Laws, and regulations, including without limitation the PATRIOT Act, that has been reasonably requested by the Administrative Agent in writing at least ten (10) days in advance of the date hereof and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, each Lender shall have received a Beneficial Ownership Certification in relation to the Borrower at least one (1) day prior to the date hereof (provided that, upon execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (e) shall be deemed satisfied)Agent. (e) As of the date hereof and immediately thereafter, no Event of Default or Default shall have occurred and be continuing. (f) A certificate of the Secretary, Assistant Secretary, Director, Vice President, President or similar officer, or the general partner, managing member or sole member, of each of the Borrower and the Parent, in each case dated the date hereof and certifying as to the satisfaction of the conditions set forth in Section 4.01(b), Section 4.01(c) and Section 4.01(e). (g) The due and valid execution of the Series C Preferred Stock Purchase Agreement, dated as of April 26, 2024, among the Parent and the purchasers party thereto, as modified or supplemented from time to time. For purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required under this Section 4.01 to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the proposed signing date specifying its objection thereto.

Signing Date. The effectiveness This Agreement shall take effect upon, and the rights and obligations (other than the obligations of the Lenders to make Loans hereunder) of each party under this Agreement is are subject to to, the satisfaction or waiver by the Administrative Agent at the direction of each Lender of each of the following conditions precedent on the date hereofprecedent: (a) The Administrative Agent (or its counsel) shall have received from each party hereto and thereto either (iA) a counterpart of this Agreement and (together with the Parent Guarantee and Pledge Agreement Schedules hereto) signed on behalf of such party or (iiB) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission, or electronic transmission of a PDF copy, of a signed signature page of this Agreement or the Parent Guarantee and Pledge Agreement) that such party has signed a counterpart of this Agreement and the Parent Guarantee and Pledge Agreement, in each case, to which it is a party. (b) The representations Administrative Agent shall have received such documents and warranties set forth in Article III hereof shall be true certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and correct in all material respects on and as good standing of each Credit Party, the authorization of the date hereof with the same effect as though made on Transactions and as of such date, except any other legal matters relating to the extent such representations Credit Parties, this Agreement or the Transactions, all in form and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) or except substance satisfactory to the extent such representations Administrative Agent and warranties are expressly intended to be made as of the Closing Date or conditioned on the occurrence of the Closing Date (in which case such representations and warranties shall be true and correct in all material respects as of the Closing Date or conditioned on the occurrence of the Closing Date, as applicable), as applicable (and, in all cases, to the extent qualified by materiality, true and correct in all respects)its counsel. (c) Since December 31(x) Each of the First Lien Amendment, 2023, there shall not have occurred a Material Adverse Effect. (i) The Administrative Agent and Collateral Agent shall have received at least three (3) Business Days prior to the date hereof all documentation and other information required by regulatory authorities with respect to the Borrower Fairfax Term Loan Agreement and the Parent under applicable “know your customer” and Anti-Corruption Laws, and Anti-Money Laundering Laws, and regulations, including without limitation the PATRIOT Act, that has been reasonably requested by the Administrative Agent in writing at least ten (10) days in advance of the date hereof and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, each Lender shall have received a Beneficial Ownership Certification in relation to the Borrower at least one (1) day prior to the date hereof (provided that, upon execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (e) shall be deemed satisfied). (e) As of the date hereof and immediately thereafter, no Event of Default or Default shall have occurred and be continuing. (f) A certificate of the Secretary, Assistant Secretary, Director, Vice President, President or similar officer, or the general partner, managing member or sole member, of Note Exchange Agreements from each of the Borrower and the Parent, in each case dated the date hereof and certifying as Lenders party to the satisfaction of the conditions set forth in Section 4.01(b), Section 4.01(c) and Section 4.01(e). (g) The due and valid execution of the Series C Preferred Stock Purchase Agreement, dated as of April 26, 2024, among the Parent and the purchasers party thereto, as modified or supplemented from time to time. For purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required under this Section 4.01 to be consented to or approved by or acceptable or satisfactory to a Lender unless become effective and (y) the Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower (1) certifying that the conditions precedent set forth in Section 5 (other than, in each case, clauses (d), (e) and (f) thereof) of each Note Exchange Agreement has been satisfied and (2) attaching a duly executed and delivered copy of each of the First Lien Amendment, the Fairfax Term Loan Agreement and each Note Exchange Agreement from all of the Lenders party to this Agreement, in each case certified by such Responsible Officer as being a true, correct and complete copy of each such agreement. (d) The Administrative Agent shall have received a favorable written notice from opinion (addressed to the Administrative Agent and the Lenders and dated the Signing Date) of ▇▇▇▇▇▇ and ▇▇▇▇▇, L.L.P., counsel for the Credit Parties, substantially the same as (and not less favorable to the Lenders than) the corresponding opinions delivered pursuant to the Fairfax Term Loan Agreement, covering matters related to due formation and organization, corporate and limited liability status, due authorization, governmental approvals, and execution, non-contravention and enforceability of this Agreement. (e) The Administrative Agent shall have received such Lender other instruments and documents incidental and appropriate to the transactions provided for herein as the Administrative Agent or their special counsel may reasonably request prior to the proposed signing date specifying its objection theretoSigning Date, and all such documents shall be in form and substance satisfactory to the Administrative Agent.

Signing Date. The effectiveness of this Agreement is subject to the satisfaction or waiver by the Administrative Agent at the direction of each Lender Required Lenders of each of the following conditions precedent on the date hereof: (a) The Administrative Agent (or its counsel) shall have received from each party hereto and thereto either (i) a counterpart of this Agreement and the Parent Guarantee and Pledge Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission, or electronic transmission of a PDF copy, of a signed signature page of this Agreement or and the Parent Guarantee and Pledge Agreement) that such party has signed a counterpart of this Agreement and the Parent Guarantee and Pledge Agreement, in each case, to which it is a party. (b) The representations and warranties set forth in Article III hereof shall be true and correct in all material respects on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) or except to the extent such representations and warranties are expressly intended to be made as of the Closing Date or conditioned on the occurrence of the Closing Date (in which case such representations and warranties shall be true and correct in all material respects as of the Closing Date or conditioned on the occurrence of the Closing Date, as applicable), as applicable ) (and, in all cases, to the extent qualified by materiality, true and correct in all respects). (c) Since December 31, 20232025, there shall not have occurred a Material Adverse Effect. (i) The Administrative Agent and Collateral Agent shall have received at least three (3) Business Days prior to the date hereof all documentation and other information required by regulatory authorities with respect to the Borrower Borrower, Pledgor and the Parent under applicable “know your customer” and Anti-Corruption Laws, and Anti-Money Laundering Laws, and regulations, including without limitation the PATRIOT Act, that has been reasonably requested by the Administrative Agent in writing at least ten (10) days in advance of the date hereof and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, each Lender shall have received a Beneficial Ownership Certification in relation to the Borrower at least one (1) day prior to the date hereof (provided that, upon execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ed) shall be deemed satisfied). (e) As of the date hereof and immediately thereafter, no Event “event of Default default” or Default default, in each case, after giving effect to any grace periods provided therein, under the Master Services Agreements or the Data Center Leases/Licenses, in each case, shall have occurred and be continuing. (f) A certificate of the Secretary, Assistant Secretary, Director, Vice President, President or similar officer, or the general partner, managing member or sole member, of each of the Borrower Credit Parties and the ParentPledgor, in each case dated the date hereof and certifying as to the satisfaction of the conditions set forth in Section 4.01(b), Section 4.01(c) and Section 4.01(e). (g) The due Administrative Agent (or its counsel) shall have received an executed copy of (i) the Initial Master Services Agreements (including an assignment thereof to the Borrower) and valid execution (ii) the Management Agreement. 70 |US-DOCS\173826183.18|| (h) The Administrative Agent (or its counsel) shall have received an executed copy of each Data Center Lease/License. (i) The Borrower shall have appointed at least one “independent manager” or “independent director” as contemplated by Section 5.13. (j) The Administrative Agent shall have received the Series C Preferred Stock Purchase Agreement, dated as of April 26, 2024, among the Parent and the purchasers party thereto, as modified or supplemented from time to timeBase Case Model. For purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required under this Section 4.01 to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the proposed signing date specifying its objection thereto.