SE COSMOS, LLC INDENTURE Dated as of May 7, 2026 COSMOS PLEDGOR, LLC, as HoldCo, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Collateral Agent


						Exhibit 10.2

SE COSMOS, LLC

8.875% SENIOR SECURED NOTES DUE 2031

INDENTURE

Dated as of May 7, 2026

COSMOS PLEDGOR, LLC,

as HoldCo,

and

WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee and Collateral Agent

TABLE OF CONTENTS


Page

Article 1 DEFINITIONS		1

Section 1.01	Definitions	1
Section 1.02	Other Definitions	38
Section 1.03	Rules of Construction	39
Section 1.04	Certain Compliance Calculations	40

Article 2 THE NOTES		41

Section 2.01	Form and Dating.	41
Section 2.02	Execution and Authentication	42
Section 2.03	Registrar and Paying Agent	43
Section 2.04	Paying Agent to Hold Money in Trust	43
Section 2.05	Holder Lists	44
Section 2.06	Transfer and Exchange	44
Section 2.07	Additional Notes	56
Section 2.08	Replacement Notes	57
Section 2.09	Outstanding Notes	57
Section 2.10	Treasury Notes	58
Section 2.11	Temporary Notes	58
Section 2.12	Cancellation	58
Section 2.13	CUSIP / ISIN Numbers	58

Article 3 REDEMPTION AND PREPAYMENT		59

Section 3.01	Notices to Trustee	59
Section 3.02	Selection of Notes to Be Redeemed	59
Section 3.03	Notice of Redemption	59
Section 3.04	Effect of Notice of Redemption	60
Section 3.05	Deposit of Redemption Price	60
Section 3.06	Notes Redeemed in Part	61
Section 3.07	Calculation of Redemption Price.	61
Section 3.08	[Reserved]	61
Section 3.09	Mandatory Prepayment; Open Market Purchases	61
Section 3.10	Termination Fee Offer	61

Article 4 COVENANTS		62

Section 4.01	Payment of Notes	62
Section 4.02	Maintenance of Office or Agency	62
Section 4.03	Compliance Certificate	63
Section 4.04	Limitation on Debt	63


Section 4.05	Limitation on Restricted Payments	69
Section 4.06	Limitation on Liens	74
Section 4.07	[Reserved]	74
Section 4.08	[Reserved]	74
Section 4.09	Reports	74
Section 4.10	[Reserved]	76
Section 4.11	Offer to Repurchase Upon a Change of Control	77
Section 4.12	[Reserved]	78
Section 4.13	Asset Sales and Casualty Events	78
Section 4.14	[Reserved]	81
Section 4.15	[Reserved]	81
Section 4.16	[Reserved]	81
Section 4.17	Partnerships; Formation of Subsidiaries	81
Section 4.18	Transactions with Affiliates	82
Section 4.19	Special Purpose Entity	85
Section 4.20	HoldCo Negative Covenant	87
Section 4.21	No Modification of Data Center Lease or Organizational Documents	88
Section 4.22	Debt Service Reserve Account	88
Section 4.23	Project Accounts; Cash Waterfall	89

Article 5 MERGERS AND CONSOLIDATIONS		91

Section 5.01	Issuer	91
Section 5.02	Subsidiary Guarantors	92
Section 5.03	Application	93
Section 5.04	Substitution	93

Article 6 DEFAULTS AND REMEDIES		94

Section 6.01	Events of Default	94
Section 6.02	Acceleration	97
Section 6.03	Waiver of Past Defaults	98
Section 6.04	Control by Majority	98
Section 6.05	Limitations on Suits	99
Section 6.06	Collection Suit by Trustee	99
Section 6.07	Priorities	100
Section 6.08	Trustee May File Proofs of Claim	100
Section 6.09	Holder Representation	100

Article 7 TRUSTEE AND COLLATERAL AGENT		101

Section 7.01	Duties of Trustee and Collateral Agent	101
Section 7.02	Rights of Trustee and Collateral Agent	102
Section 7.03	Individual Rights of Trustee and Collateral Agent	105
Section 7.04	Trustee’s and Collateral Agent’s Disclaimer	105
Section 7.05	Notice of Defaults	105


Section 7.06	Compensation and Indemnity	106
Section 7.07	Replacement of Trustee or Collateral Agent	107
Section 7.08	Successor Trustee or Collateral Agent by Merger, etc	108
Section 7.09	Eligibility; Disqualification	108
Section 7.10	Intercreditor Agreement	104

Article 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE		109

Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance	109
Section 8.02	Legal Defeasance	109
Section 8.03	Covenant Defeasance	109
Section 8.04	Conditions to Legal or Covenant Defeasance	110
Section 8.05	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	111
Section 8.06	Repayment to the Issuer	111
Section 8.07	Reinstatement	112

Article 9 AMENDMENT, SUPPLEMENT AND WAIVER		112

Section 9.01	Without Consent of Holders of Notes	112
Section 9.02	With Consent of Holders of Notes	114
Section 9.03	Effect of Consents	116
Section 9.04	Notation on or Exchange of Notes	116
Section 9.05	Trustee to Sign Amendments, etc	116

Article 10 SATISFACTION AND DISCHARGE		116

Section 10.01	Satisfaction and Discharge	116
Section 10.02	Application of Trust Money	117

Article 11 SUBSIDIARY GUARANTEES		118

Section 11.01	Guarantee	118
Section 11.02	Limitation on Subsidiary Guarantor Liability	119
Section 11.03	Releases	119
Section 11.04	Notation Not Required	120

Article 12 COLLATERAL AND SECURITY		120

Section 12.01	Grant of Security Interest	120
Section 12.02	Further Assurances; Liens on Additional Property	120
Section 12.03	Exclusion of Excess Property	121
Section 12.04	Release and Subordination of Collateral	122
Section 12.05	Release and Subordination Documentation	123
Section 12.06	[Reserved]	123
Section 12.07	Purchaser Protected	123
Section 12.08	Authorization of Receipt of Funds by the Trustee Under the Collateral Documents	123


Section 12.09	Powers Exercisable by Receiver or Trustee	123
Section 12.10	Real Estate Deliverables	124

Article 13 MISCELLANEOUS		125

Section 13.01	Notices	125
Section 13.02	Certificate and Opinion as to Conditions Precedent	126
Section 13.03	Statements Required in Certificate or Opinion	126
Section 13.04	Rules by Trustee and Agents	127
Section 13.05	No Liability of Directors, Officers, Employees and Stockholders	127
Section 13.06	Governing Law	127
Section 13.07	Waiver of Immunity	128
Section 13.08	Waiver of Jury Trials	128
Section 13.09	No Adverse Interpretation of Other Agreements	128
Section 13.10	Successors	128
Section 13.11	USA Patriot Act	128
Section 13.12	Severability	128
Section 13.13	Counterpart Originals	128
Section 13.14	Table of Contents, Headings, etc	129
Section 13.15	Legal Holidays	129

EXHIBITS

Exhibit A Form of Note

Exhibit B Form of Certificate of Transfer

Exhibit C Form of Certificate of Exchange

Exhibit D Form of First Lien Intercreditor Agreement

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

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

ARTICLE 1

DEFINITIONS

Section 1.01 Definitions.

“144A Global Note” means a Global Note substantially in the form of Exhibit A hereto, as applicable, bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depository or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

“Acceptable Intercreditor Agreement” means the First Lien Intercreditor Agreement, a Market Intercreditor Agreement or another customary intercreditor agreement as determined in good faith by the Issuer that is reasonably satisfactory to the Collateral Agent (which may, if applicable, consist of a collateral proceeds “waterfall” or, in the case of payment of Subordinated Debt, a payment “waterfall”), including any amendments, restatements, supplements or replacements thereof.

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

“Additional Projects” means one or more other projects (including any expansion or augmentation of the existing Buildings or other aspects or assets of the Project) in respect of which the applicable Additional Project Documents contain terms, taken as a whole, with respect to such Additional Project that, as determined by the Issuer in good faith, (a)(i) are not materially less favorable to the relevant Company Party than those that would have been obtained in a comparable transaction negotiated on an arm’s length basis and (ii) would not reasonably be expected to result in a Material Adverse Effect, or (b) are substantially consistent with (or more favorable than) the terms, taken as a whole, contained in the Project Documents; provided that, prior to undertaking any Additional Project, the Issuer shall have received a Rating Agency Confirmation giving effect to such Additional Project.

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

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

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

(2)the Issuer shall have received a Rating Agency Confirmation giving effect to the incurrence of such Additional Project Debt and, if applicable, related Liens.

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

“Additional Project Documents” means, with respect to any Additional Project, collectively, the documents, contracts and/or agreements entered into by the Company Parties and any of their Affiliates, as applicable, relating to the development, construction, operation and/or maintenance of such Additional Project including, for the avoidance of doubt, any amended Project Documents to the extent applicable to such Additional Project.

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

“Affiliate” means, with respect to a specified Person, another Person directly or indirectly through one or more intermediaries, controlling, controlled by, or under common control with, that Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ability to exercise voting power, by contract or otherwise.

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

Trustee.

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

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

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

(2)the excess of:

(a)the present value at such redemption date of (A) the redemption price of such Note at May 1, 2028 (such redemption price (expressed in a percentage of principal amount) being set forth in paragraph 5(3) of the Form of Note attached as Exhibit A hereto, exclusive of any accrued and unpaid interest), plus (B) all required interest payments due on the Note through May 1, 2028 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

(b)the principal amount of such Note.

Calculation of the Applicable Premium shall be made by the Issuer or on behalf of the Issuer by such Person as the Issuer shall designate and, in any event, such calculation shall not be a duty or obligation of the

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

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

“Applicable Rating” means the lower of (1) the first rating of the Notes issued by the applicable Rating Agency within sixty (60) days following the Issue Date and (2) the applicable rating of the Notes at the time of a public announcement by the Issuer or by any of its Affiliates of a Change of Control or the assumption of the Completion Guarantee by a Replacement Completion Guarantor, as applicable.

“Asset Sale” means a sale, lease (as lessor), sale and leaseback, assignment, conveyance, exclusive license (as licensor), transfer or other disposition to, or any exchange of Property with, any Person, in one transaction or a series of transactions, of all or any part of any of the Properties of any Company Party, whether now owned or hereafter acquired, leased or licensed; provided that the sale, conveyance or other disposition of all or substantially all of the assets of any Company Party will be governed by Article 5 and any transaction constituting a Change of Control will be governed by Section 4.11 and not by Section 4.13.

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

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

(2)dispositions in the ordinary course of its business as determined by the Issuer in good faith;

(3)sales, leases, licenses or subleases, transfers or other dispositions of real or personal Property of the Company Parties (A) in each case, the Net Cash Proceeds of which does not exceed $15.0 million in the aggregate in any Fiscal Year, (B) that are obsolete, damaged, worn out, surplus or not used or useful in any material respect in the business of the Company Parties in connection the ownership, operation or maintenance of the Project or any Additional Project, including the lapse or expiration of Intellectual Property at the end of their respective statutory terms and abandonment of Intellectual Property that is not material to the business of the Company Parties or the ownership, operation or maintenance of the Project or any Additional Project, or (C) the consideration of which does not exceed $15.0 million;

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

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

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

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

(8)leases, subleases, licenses or sublicenses of property in the ordinary course of business and which do not, in the aggregate, materially interfere with the business of the Company Parties or the ownership, operation or maintenance of the Project or any Additional Project, in each case as determined by the Issuer in good faith;

(9)any surrender or waiver of contract rights pursuant to a settlement, release, recovery on or surrender of contract, tort or other claims of any kind;

(10)any disposition, issuance or sale in connection with the making of any Restricted Payment that is permitted to be made, and is made, under Section 4.05, Section 4.18 or any Permitted Investment;

(11)[reserved];

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

(13)dispositions of letters of credit and/or bank guarantees (and/or the rights thereunder) to banks or other financial institutions in the ordinary course of business in exchange for Cash and/or Cash Equivalents;

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

(15)dispositions of Excluded Property;

(16)transfers of all of the equity interests in a Subsidiary Guarantor, where, had such Subsidiary Guarantor’s assets been held by the transferor directly, their disposition would not have constituted an Asset Sale;

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

(18)[reserved];

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

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

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

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

(23)any financing transaction with respect to Property constructed, acquired, leased, renewed, relocated, expanded, replaced, repaired, maintained, upgraded or improved (including any reconstruction, refurbishment, renovation and/or development of real property) by any Company Party after the Issue Date;

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

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

In the event that a transaction (or any portion thereof) meets the criteria of a permitted Asset Sale and would also be a Permitted Investment or an Investment permitted under Section 4.05, the Issuer, in its sole discretion, will be entitled to divide and classify such transaction (or a portion thereof) as an Asset Sale and/or one or more of the types of Permitted Investments or Investments permitted under Section 4.05.

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

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

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

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

“Bankruptcy Law” means the Bankruptcy Code or any similar federal, state or foreign bankruptcy, insolvency, reorganization, receivership or similar law.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act as of the Issue Date. The terms “Beneficially Owns”, “Beneficially Owned” and “Beneficial Ownership” have a corresponding meaning.

“Board of Directors” means:

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

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

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

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

“Buildings” means each of the buildings to be constructed on the Project Site pursuant to the terms of the Data Center Lease.

“Business Day” means any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in the State of New York or place of payment of the Notes are authorized or required by law or other governmental action to close.

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

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

“Cash Equivalents” means any of the following: (a) readily marketable direct obligations of the government of the United States or any agency or instrumentality thereof, or obligations unconditionally guaranteed by the full faith and credit of the government of the United States, in each case maturing within one (1) year from the date of acquisition thereof; (b) securities issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof having maturities of not more than one (1) year from the date of acquisition thereof and, at the time of acquisition, having a rating of AA- or higher from S&P or Fitch or Aa3 or higher from ▇▇▇▇▇’▇ (or, if at any time neither S&P, Fitch nor ▇▇▇▇▇’▇ shall be rating such obligations, an equivalent rating from another nationally recognized rating service); (c) investments in commercial paper maturing within two hundred seventy (270) days from the date of acquisition thereof and having, at such date of acquisition, a rating of at least A-1 or P-1 from either S&P, Fitch or ▇▇▇▇▇’▇ (or, if at any time neither S&P, Fitch nor ▇▇▇▇▇’▇ shall be rating such obligations, an equivalent rating from another nationally recognized rating service); (d) demand deposits, time deposits, certificates of deposit, banker’s acceptances and time deposits maturing

within two hundred seventy (270) days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts or deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America, any State thereof, any country that is a member of the OECD or any political subdivision thereof, that has a combined capital and surplus and undivided profits of not less than $500,000,000; (e) fully collateralized repurchase agreements with a term of not more than thirty (30) days for securities described in the foregoing clauses (a) and (b) and entered into with a financial institution satisfying the criteria of the foregoing clause (d); (f) securities issued by any entity that have a rating of AA+ from S&P or Fitch or Aa1 from Moody’s (or, if at any time neither S&P, Fitch nor ▇▇▇▇▇’▇ shall be rating such obligations, an equivalent rating from another nationally recognized rating service); (g) marketable short-term money market and similar funds having a rating of at least P-2 or A-2 from either ▇▇▇▇▇’▇, ▇▇▇▇▇ or S&P, respectively (or, if at any time neither Moody’s, ▇▇▇▇▇ nor S&P shall be rating such obligations, an equivalent rating from another rating agency); and (h) investments in “money market funds” within the meaning of Rule 2a-7 of the Investment Company Act of 1940, substantially all of whose assets are invested in investments of the type described in the foregoing clauses (a) through (f).

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

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

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

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

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

“Collateral” means all assets securing or purporting to secure the Notes, including (a) any Equity Interests of the Issuer and any Equity Interests of any Subsidiary Guarantor held by any Company Party, (b) all Property of the Company Parties, now owned or hereafter acquired by the Company Parties, and (c) the Project Accounts; provided that Excluded Property shall not constitute Collateral.

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

“Collateral Documents” means the Security Agreement (and any agreement entered into, or required to be delivered, by any of the Company Parties, as applicable, pursuant to the terms of the Security Agreement in order to perfect the Lien created on any Property pursuant thereto), the HoldCo Pledge Agreement, the Mortgages, any account control agreement with any bank in respect of the Project Accounts and any other Deposit Account (other than Excluded Accounts) and each other agreement that creates or purports to create a Lien in favor of the Collateral Agent for the benefit of the Notes Secured Parties to secure the obligations and liabilities of any Company Party under any Notes Document.

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

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

“Completion Guarantee” means that certain Completion Guarantee, dated as of May 7, 2026, by and between the Parent and the Collateral Agent, as the same may be amended, supplemented or modified from time to time.

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

“Construction Period” means, with respect to the Project, the period from the Issue Date until the date on which the Final Commencement Date occurs.

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

“Corporate Trust Office of the Trustee” will be at the address of the Trustee specified in Section 13.01 hereof or such other address as to which the Trustee may give notice to the Issuer.

“Credit Facility” means, with respect to any Company Party, one or more debt facilities, indentures or other arrangements (including commercial paper facilities and overdraft facilities) providing for revolving credit loans, term loans, notes, receivables financing (including through the sale of receivables to institutions or to special purpose entities formed to borrow from such institutions against such receivables), letters of credit or other Debt, in each case, as amended, restated, modified, renewed, refunded, replaced, restructured, refinanced, repaid, increased or extended in whole or in part from time to time (and whether in whole or in part and whether or not with the original administrative agent and lenders or another administrative agent or agents or other banks, institutions, investors or other similar entities and whether provided under or more credit or other agreements, indentures, financing agreements or otherwise) and in each case including all agreements, instruments and documents executed and delivered pursuant to or in connection with the foregoing (including any notes and letters of credit issued pursuant thereto and any guarantee and collateral agreement, patent and trademark security agreement, mortgages or letter of credit applications and other guarantees, pledges, agreements, security agreements and collateral documents). Without limiting the generality of the foregoing, the term “Credit Facility” shall include any agreement or

instrument (1) changing the maturity of any Debt incurred thereunder or contemplated thereby, (2) adding Subsidiaries of the Issuer as additional borrowers or guarantors thereunder, (3) increasing the amount of Debt incurred thereunder or available to be borrowed thereunder or (4) otherwise altering the terms and conditions thereof.

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

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

“Data Center Lease” means that certain Lease Agreement, dated November 7, 2025, between the Issuer, as landlord, and Tenant, as tenant, as may be amended, supplemented, replaced (including by any Qualifying Data Center Lease or any novation of the Data Center Lease), subdivided or modified from time to time.

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

“Debt” as applied to any Person, means, without duplication, (a) all obligations of such Person for borrowed money; (b) that portion of obligations with respect to Finance Lease Obligations that is properly classified as a liability on a balance sheet in conformity with GAAP; (c) all obligations of such Person evidenced by notes, bonds, debentures, drafts or other similar instruments representing extensions of credit whether or not representing obligations for borrowed money; (d) all obligations of such Person in respect of the deferred purchase price of property (excluding (i) trade payables, (ii) expenses accrued in the ordinary course of business and (iii) obligations resulting from take-or-pay contracts entered into in the ordinary course of business) which purchase price is due more than six (6) months after the date of placing such property in service or taking delivery of title thereto; (e) all Debt of others secured by any Lien on property owned or acquired by such Person, whether or not the Debt secured thereby has been assumed; provided that the amount of such Debt will be the lesser of (i) the Fair Market Value of such asset as determined by such Person in good faith on the date of determination and (ii) the amount of such Debt of other Persons; (f) the face amount of any letter of credit issued for the account of such Person or as to which such Person is otherwise liable for reimbursement of drawings; and (g) the net mark-to-market exposure of such Person in respect of any exchange traded or over the counter derivative transaction; provided that in no event shall (A) deferred compensation arrangements, (B) non-compete or consulting obligations, (C) earn out obligations until such obligations are earned or mature in accordance with GAAP, (D) asset retirement obligations, (E) any obligations of the Issuer that arise from the payment of funds to the Issuer pursuant to the terms of any Project Documents or any Additional Project Documents, (F) working capital or other adjustments to purchase price or indemnification obligations under purchase agreements (except to the extent that the amount payable is, or becomes, reasonably determinable and would be reflected on a balance sheet in accordance with GAAP), (G) any Debt the proceeds of which are held in escrow (but only prior to the release of such proceeds from escrow) and (H) Cash Management Obligations, in each case, constitute Debt of a Person.

“Debt Service” means, for any period, the sum of (without duplication) (a) all scheduled principal payable during such period in respect of any senior secured or unsecured debt facility, including the Notes and (b) the amount of interest expense in respect of any senior secured or unsecured debt facility, including the Notes.

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

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

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

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

“Default” means any Event of Default or a condition or event that, after notice or lapse of time or both, would constitute an Event of Default.

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06 hereof, substantially in the form of Exhibit A hereto, except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

“Deposit Account” means a demand, time, savings, checking, passbook or like account with a bank, savings and loan association, credit union or like organization, other than an account evidenced by a negotiable certificate of deposit.

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

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

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

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

“Disqualified Equity Interests” means any Capital Stock which, by its terms (or by the terms of any security or other Capital Stock into which it is convertible or for which it is exchangeable), or upon the

happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Capital Stock which are not otherwise Disqualified Equity Interests), pursuant to a sinking fund obligation or otherwise, (b) is redeemable at the option of the holder thereof (other than solely for Capital Stock which are not otherwise Disqualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Debt or any other Capital Stock that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety-one (91) days after the maturity date of the Notes. Notwithstanding the preceding sentence, (A) if such Capital Stock is issued pursuant to any plan for the benefit of directors, officers, employees, members of management, managers or consultants or by any such plan to such directors, officers, employees, members of management, managers or consultants, in each case, in the ordinary course of business of the Issuer or any Subsidiary, such Capital Stock shall not constitute Disqualified Equity Interests solely because it may be required to be repurchased by the issuer thereof in order to satisfy applicable statutory or regulatory obligations, and (B) no Capital Stock held by any future, present or former employee, director, officer, manager, member of management or consultant (or their respective Affiliates or immediate family members) of the Issuer (or any Subsidiary) shall be considered Disqualified Equity Interests because such stock is redeemable or subject to repurchase pursuant to any management equity subscription agreement, stock option, stock appreciation right or other stock award agreement, stock ownership plan, put agreement, stockholder agreement or similar agreement that may be in effect from time to time.

“Distribution Account” means any account that holds, among other things, any of the following: (1) any Asset Sale Proceeds, (2) any amounts received in respect of any Excluded Property, (3) any Excess Termination Fee Funds, (4) any contribution of Property (including Cash and Cash Equivalents) to the Issuer after the Issue Date, and (5) any amounts remaining after the funds in the Revenue Account are applied in accordance with Sections 4.23(g)(1), (2) and (3).

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

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

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

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means (a) a public or private sale of the Capital Stock of the Issuer or any of its direct or indirect parent companies (excluding Disqualified Equity Interest) or (b) any cash contribution to the equity capital of the Issuer, other than: (i) public offerings with respect to the Issuer’s or any direct or indirect parent company’s common stock registered on Form S-8; and (ii) issuances to any Subsidiary of the Issuer, in each case made after the Issue Date.

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

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

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

“Excess Property” means any property or assets (whether tangible or intangible) of the Company Parties that the Company Parties determine are not necessary for the development or operation of the Project and which is designated as Excess Property by the relevant Company Party; provided that concurrently with designating any such property or assets as Excess Property, the Issuer shall obtain a Rating Agency Confirmation.

“Excess Termination Fee Funds” means (i) any funds contained in the Designated Account after the completion of a Termination Fee Offer and (ii) any Data Center Lease Termination Fee received in respect of a Data Center Lease that is not required to be used in connection with the Termination Fee Offer relating to the termination of such Data Center Lease.

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

“Excluded Accounts” means (a) trust fund accounts and escrow accounts held exclusively for the benefit of an unaffiliated third party and payroll accounts, in each case, to the extent solely used for such purpose, (b) accounts maintained solely for the purpose of consummating ordinary course transactions that do not have an average aggregate daily balance which exceeds $5.0 million, (c) any Distribution Account, (d) after the Final Commencement Date, the Notes Proceeds Account, (e) deposit accounts maintained solely as zero balance disbursement accounts other than the Project Accounts, and (f) any cash collateral accounts funded by the Tenant and held for the benefit of any counterparty to Hedging Obligations; provided that, notwithstanding anything to the contrary in this definition or the Notes Documents and subject to clause (d) of this definition, in no event shall any Project Account at any time constitute an Excluded Account.

“Excluded Property” means:

(1)any contracts, permits, licenses, leases, accounts, general intangibles (other than any capital stock), payment intangibles, chattel paper, letter-of-credit rights and promissory notes (including any of its rights or interests thereunder) if the grant of such security interest therein shall (i) give any other Person party to such contract, permit, license, lease, account, general intangible (other than any capital stock), payment intangible, chattel paper, letter of credit or promissory note the right to terminate its obligations thereunder, (ii) constitute or result in the abandonment, invalidation or unenforceability of any right, title or interest of the Issuer or a Subsidiary Guarantor in or under such contract, permit, license, lease, account, general intangible (other than any capital stock), payment intangible, chattel paper, letter of credit or promissory note, (iii) require any consent not obtained under any such contract, permit, license, lease, account, general intangible (other than any capital stock), payment intangible, chattel paper, letter of credit or promissory note or (iv) constitute or result in a prohibition, breach or termination pursuant to the terms of any such contract, permit, license, lease, account, general intangible (other than any capital stock), payment intangible, chattel paper, letter of credit or promissory note (in each case of clauses (i) through (iv), after giving effect to Sections 9-406, 9-407, 9-408 and 9-409 of the UCC (and any successor provision or provisions) of any relevant jurisdiction and any other applicable law (including the Bankruptcy Code) or principles of equity);

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

(3)all motor vehicles, vessels, cars, trucks, trailers, aircraft, rolling stock, construction and earthmoving equipment and any other assets subject to a certificate of title law of any state (other than to the extent a security interest therein can be perfected by the filing of a UCC-1 financing statement);

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

(5)Excluded Accounts;

(6)any letter-of-credit right to the extent a security interest in such letter-of-credit right cannot be perfected by a filing of a UCC financing statement (it being understood that no actions shall be required to perfect a security interest in letter-of-credit rights, other than the filing of a UCC financing statement);

(7)any commercial tort claim;

(8)any intent-to-use application for registration of a trademark filed pursuant to Section 1(b) of the ▇▇▇▇▇▇ Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the ▇▇▇▇▇▇ Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the ▇▇▇▇▇▇ Act with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use trademark application under applicable federal law;

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

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

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

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

(12)any Real Estate Asset with a Fair Market Value (as determined in good faith by the Issuer or such Subsidiary Guarantor) of less than $5.0 million or with respect to which the Issuer shall have reasonably determined that the costs (including recording Taxes and filing fees) of creating and perfecting a Lien on such Real Estate Asset are excessive in relation to the value of the security afforded thereby or where the Issuer reasonably determines that perfection would not be customary for similarly situated project financings;

(13)any particular assets if the creation or perfection of pledges of, or security interests in, any property or assets would result in material adverse tax consequences to the Issuer or any Subsidiary Guarantor, or any direct or indirect parent entity of the Issuer, as reasonably determined by the Issuer or any Subsidiary Guarantor in good faith;

(14)any particular assets if the Issuer or any Subsidiary Guarantor reasonably determines that the burden, cost or consequences (including any adverse tax consequences) of creating or perfecting such pledges or security interests therein are excessive in relation to the practical benefits to be obtained therefrom by the Notes Secured Parties;

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

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

(17)any Excess Property;

(18)any property or assets owned by any Subsidiary which is not a Subsidiary Guarantor;

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

(20)any deposit accounts, securities accounts or any similar accounts (including securities entitlements) (in each case, other than proceeds of Collateral) and any other accounts used solely as payroll and other employee wage and benefit accounts, tax accounts (including, without limitation, sales tax accounts) and any tax benefits accounts, escrow accounts, fiduciary or trust accounts and any funds and other property held in or maintained in any such accounts; and

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

provided that, in no event shall the Capital Stock issued by each Company Party constitute Excluded Property.

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

“Final Commencement Date” means the date on which all of the “commencement dates” (including the “Phase 4 (Sirius III) Rent Commencement Date” as defined in the Data Center Lease) have occurred under the terms of the Data Center Lease.

“Finance Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as finance leases on a balance sheet of such Person under GAAP; provided that (x) the amount of such obligations shall be the amount thereof determined in accordance with GAAP and (y) the final maturity of such obligations shall be the date of the last payment due under such lease (or other arrangement) before such lease (or other arrangement) may be terminated by the lessee without payment of a premium or penalty.

“First Lien Intercreditor Agreement” means a first lien intercreditor agreement substantially in the form of Exhibit D, as the same may be amended, modified or supplemented from time to time.

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

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

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

“Fixed GAAP Date” means the Issue Date; provided that at any time after the Issue Date, the Issuer may, by written notice to the Trustee, elect to change the Fixed GAAP Date to be the date specified in such notice, and upon such notice, the Fixed GAAP Date shall be such date for all periods beginning on and after the date specified in such notice.

“Fixed GAAP Terms” means (a) the definitions of the terms “Finance Lease Obligations”, “Debt”, and “debt for borrowed money”, including any future changes in GAAP that would require lease (or “synthetic lease”) obligations to be included as Debt on a Company Party’s balance sheet, (b) all defined terms in this Indenture to the extent used in or relating to any of the foregoing definitions, and all ratios and computations based on any of the foregoing definitions, and (c) any other term or provision of this Indenture

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

“Full Budgeted Cost of Construction” means, with respect to the Project or any Additional Project, the total budgeted costs to develop the Project or such Additional Project (inclusive of (w) property acquisition costs, (y) interest expected to accrue on (i) with respect to the Project, any Debt related to the Project during the Construction Period or (ii) with respect to any Additional Project, any Debt related to any Additional Project prior to the later of (i) the “final commencement date” (or equivalent term) for such Additional Project and (ii) full completion of construction of such Additional Project, (y) the Debt Service Reserve Required Amount (or equivalent term with respect to any Additional Project), and (z) any financing and other fees, expenses and payments in connection with the construction of the Project and any Additional Project and the issuance of any Debt related thereto), as determined by the Issuer in good faith.

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

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

“Global Notes” means, individually and collectively, each of the Global Notes substantially in the form of Exhibit A hereto, issued in accordance with Section 2.01 hereof.

“Government Securities” means direct obligations of, or obligations guaranteed by, the United States of America (including any agency or instrumentality thereof) for the payment of which obligations or guarantees the full faith and credit of the United States of America is pledged and which are not callable or redeemable at the Issuer’s option.

“Governmental Authority” means any federal, state, municipal, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof, any entity, officer or examiner exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with a state of the United States, the United States or, to the extent applicable and legally binding, a foreign entity or government or any securities exchange (including any supra-national bodies such as the European Union or the European Central Bank), any self-regulatory organization (including the National Association of Insurance Commissioners) and any applicable regional transmission organization or independent system operator as approved by the Federal Energy Regulatory Commission (FERC) or the North American Electric Reliability Corporation (NERC), including PJM Interconnection, LLC.

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

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under (1) any power ▇▇▇▇▇▇, rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar agreements or transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or

not any such transaction is governed by or subject to any master agreement, and (2) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

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

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

“Holder” means the Person in whose name a Note is registered on the registrar’s books; provided, however, that in connection with the giving of any consent, instruction or authorization for purposes of the provisions in accordance with Article 9, beneficial owners of interests in a Note may constitute “Holders”, and in connection therewith, the Issuer, the Trustee, any Officer signing an Officer’s Certificate and any counsel delivering an Opinion of Counsel shall be permitted to rely in good faith on customary certificates of beneficial ownership as evidence of holdings of such interests (without, for the avoidance of doubt, DTC proxies, medallion-stamped guarantees or other similar evidence).

“Immediate Family Members” means with respect to any individual, such individual’s child, stepchild, grandchild or more remote descendant, parent, stepparent, grandparent, spouse, former spouse, qualified domestic partner, sibling, mother-in-law, father-in-law, son-in-law and daughter-in-law (including adoptive relationships), the estates of such individual and such other individuals above and any trust, partnership or other bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing individuals or any private foundation or fund that is controlled by any of the foregoing individuals or any donor-advised fund of which any such individual is the donor.

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

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

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

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

“Insolvency or Liquidation Proceeding” means:

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

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

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

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

(4)any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Issuer or any Subsidiary Guarantor.

“Intellectual Property” means the following intellectual property rights, both statutory and common law rights, if applicable: (a) copyrights and registrations and applications for registration thereof, (b) trademarks, service marks, trade names, slogans, domain names, logos, trade dress and registrations and applications for registration thereof, (c) patents, as well as any reissued and reexamined patents and extensions corresponding to the patents and any patent applications, as well as any related continuation, continuation in part and divisional applications and patents issuing therefrom and (d) trade secrets and confidential information, including proprietary designs, concepts, compilations of information, methods, techniques, procedures, processes and other know-how, whether or not patentable.

“Investment” means (a) any direct or indirect purchase or other acquisition by a Company Party of, or of a beneficial interest in, any of the Securities of any other Person; (b) any direct or indirect redemption, retirement, purchase or other acquisition for value, by a Company Party from any Person, of any Capital Stock of such Person; and (c) any direct or indirect loan, guarantee, advance (other than advances to employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business) or capital contributions by a Company Party to any other Person, including all indebtedness and accounts receivable from that other Person that are not current assets or did not arise from sales to that other Person in the ordinary course of business. The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustments for increases or decreases in value, or write ups, write downs or write offs with respect to such Investment; provided that any returns or distributions of capital or repayment of principal received by such other Person with respect thereto shall reduce the amount of an Investment; provided, further, that if a distribution reduces the amount of an Investment below zero, then such amount will deemed to be zero Dollars, but the Company Parties may count the unused portion of the distribution against future Investments.

“Investment Grade” means a rating of BBB- or higher by S&P, Baa3 or higher by ▇▇▇▇▇’▇ or BBB- or higher by Fitch or the equivalent of such ratings by S&P, ▇▇▇▇▇’▇ or ▇▇▇▇▇. In the event that the Issuer shall select any other Rating Agency, the equivalent of such ratings by such Rating Agency shall be used.

“Issue Date” means May 7, 2026.

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

“Issuer” has the meaning specified in the preamble hereto until a successor replaces it pursuant to the applicable provisions of this Indenture, and thereafter “Issuer” shall mean such successor Issuer.

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

“Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, and Governmental Authorizations of, and agreements with, any Governmental Authority.

“Lease Guarantee” means the guarantee of lease agreement dated November 7, 2025, between the Issuer, as the beneficiary, the Tenant, as the guaranteed party, and the Lease Guarantor, as the guarantor, as may be amended, supplemented, replaced or modified from time to time.

“Lease Guarantor” means SoftBank Group Capital Limited, a private limited company incorporated in England and Wales, and each of its successors and assigns (including any guarantor that is party to a replacement of the Lease Guarantee).

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

“Loan to Cost Ratio” means, at any time, the ratio (expressed as a percentage) of (i) the total outstanding Debt for borrowed money of the Company Parties designated by the Issuer as Debt related to the Project, less Cash and Cash Equivalents of the Company Parties and any Net Operating Income reasonably expected to be generated by the Company Parties prior to the Final Commencement Date (other than (i) amounts maintained in the Notes Proceeds Account from the issuance of the Notes on the Issue Date and (ii) the net proceeds of any Debt that is incurred after the Issue Date solely in reliance on a Loan to Cost Ratio calculation) to (ii) the aggregate amount of all costs, fees and expenses incurred or reasonably expected to be incurred by the Company Parties with respect to the development, construction, financing, operation and leasing of the Project (as determined by the Issuer in good faith) as of the date of determination.

“Long Derivative Instrument” means a Derivative Instrument (i) the value of which generally increases, and/or the payment or delivery obligations under which generally decrease, with positive changes to the Performance References and/or (ii) the value of which generally decreases, and/or the payment or delivery obligations under which generally increase, with negative changes to the Performance References.

“Management Group” means the group consisting of the directors, executive officers and other management personnel (and their respective Immediate Family Members) of the Parent on the Issue Date, including any Person the Equity Interests of which (or in the case of a trust, the beneficial interests of which) are majority owned by any of the foregoing.

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

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

“Market Capitalization” means an amount equal to (a) the total number of issued and outstanding shares of common Equity Interests of a Person (or any direct or indirect parent entity) on the date of its assumption of a Data Center Lease, multiplied by (b) the arithmetic mean of the closing prices per share of such common Equity Interests on the principal securities exchange on which such common Equity Interests are traded for the thirty (30) consecutive trading days immediately preceding the date of assumption of a Data Center Lease.

“Market Intercreditor Agreement” means an intercreditor or subordination agreement or arrangement (which may take the form of a “waterfall” or similar provision) the terms of which are either (a)(i) consistent with market terms governing intercreditor arrangements for the sharing or subordination of Liens or arrangements relating to the distribution of payments, as applicable, at the time the applicable agreement or arrangement is proposed to be established in light of the type of Debt subject thereto or (ii) taken as a whole, not materially less favorable to the Holders of the Notes than the terms of any Acceptable Intercreditor Agreement governing similar priorities that is then in effect, in each case as determined by the Issuer in good faith or (b) in the event an “Acceptable Intercreditor Agreement” has been entered into after the Issue Date meeting the requirement of the preceding clause (a), the terms of which are, taken as a whole, not materially less favorable to the Holders of the Notes than the terms of such Acceptable Intercreditor Agreement to the extent such agreement governs similar priorities, in each case of the foregoing clauses (a) or (b) as determined by the Issuer in good faith.

“Material Adverse Effect” means a material adverse effect on (a) the business, assets, financial condition or results of operations of the Company Parties, taken as a whole, (b) the ability of the Company Parties, taken as a whole to fully and timely perform their Obligations under the Notes Documents or (c) the rights and remedies of the Holders, taken as a whole, under the Notes Documents.

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

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

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

“Nationally Recognized Statistical Rating Organization” means a nationally recognized statistical rating organization within the meaning of Section 3(a)(62) under the Exchange Act.

“Net Cash Proceeds” means:

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

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

(2)with respect to any Asset Sale (including in connection with issuance of Capital Stock), the sum of the Cash and Cash Equivalents received by a Company Party in respect of such Asset Sale (including any cash received in respect of or upon the sale or other disposition of any Designated Noncash Consideration received in any Asset Sale and any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding the assumption by the acquiring person of Debt relating to the disposed assets or other consideration received in any other non-cash form), net of the costs relating to such Asset Sale or the applicable asset and the sale or disposition of such Designated Noncash Consideration (including, without limitation, legal, accounting and investment banking fees, payments made in order to obtain a necessary consent or required by applicable law, payments to employees and brokerage and sales commissions), taxes paid or payable (in the good faith determination of the Issuer) as a result thereof (including any tax distributions), amounts required to be applied to the repayment of principal, premium (if any) and interest on Debt required (other than with respect to the Notes) to be paid as a result of such transaction, required payments of other obligations relating to the applicable asset, any deduction of appropriate amounts to be provided by the Issuer as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Issuer after such sale or other disposition thereof, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction and payments made to holders of non-controlling interests in non-wholly owned subsidiaries as a result of such Asset Sale.

“Net Operating Income” means, for any applicable period, (x) all revenues, payments, cash and proceeds and all other amounts generated from the Project and any Additional Project (other than the Data Center Lease Termination Fee and, for the avoidance of doubt, any amounts received in respect of any Excluded Property), in each case that are received by the Issuer and any of its Subsidiaries for such period, minus (y) all operating expenses that are reflected on the consolidated income statement of the Issuer for such period (and excluding, for the avoidance of doubt, any income taxes (other than any Permitted Tax Distribution Amount) or Debt Service paid during such period, all Pass Through Operating Expenses, and any other expenses for which the Issuer has the right to obtain reimbursement from any third party, including the Tenant under the Data Center Lease or the Lease Guarantor); provided that in respect of the first three fiscal quarters after the Initial Commencement Date, any calculation of the Net Operating Income for the most recently ended four full fiscal quarters for which financial statements have been delivered or deemed delivered to the Trustee shall be calculated by applying the Net Operating Income Adjustments.

“Net Operating Income Adjustments” means:

(1)in the case of the first quarter after the Initial Commencement Date, the product of (x) the Net Operating Income for such quarter and (y) four;

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

(3)in the case of the third quarter after the Initial Commencement Date, the product of (x) the Net Operating Income for such quarter and the preceding two quarters and (y) one and one-third.

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

“Notes” means the Initial Notes and any Additional Notes.

“Notes Documents” means this Indenture, the Notes and the Collateral Documents.

“Notes Obligations” means the Obligations under the Notes and the other Notes Documents. “Notes Secured Parties” means the Holders, the Trustee and the Collateral Agent.

“Notes Secured Party” shall have a correlative meaning.

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

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

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Chief Legal Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary, Assistant Secretary or any Vice-President of such Person.

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

“Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the Trustee, that meets the requirements of Section 13.03 herein. The counsel may be an employee of or counsel to the Issuer or any Subsidiary of the Issuer.

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

“Parent” means Energy Global, LP, a Delaware limited partnership, and shall include its successors and assigns.

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

“Pass Through Operating Expenses” means all operating expenses relating to the Project or an Additional Project, including, without limitation, all expenditures in respect of the payment of taxes (other than any Permitted Tax Distribution Amounts), operating, repair and maintenance expenses, administrative expenses, insurance, management fees, amounts owing under intercompany contracts among the Company Parties, in each case that are paid for by Parent or an Affiliate of Parent (other than the Company Parties) for the benefit of the Company Parties.

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

“Paying Agent” means the office or agency where Notes may be presented for payment. The term “Paying Agent” includes any additional paying agent.

“Payment Date” means on May 1 and November 1 of each year, beginning on November 1, 2026.

“Permitted Asset Swap” means the substantially concurrent purchase and sale or exchange, including as a deposit for future purchases, of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between any of the Company Parties and another Person; provided that any cash or Cash Equivalents received must be applied in accordance with Section 4.13.

“Permitted Holder” means, at any time, each of (i) the Management Group, (ii) any Person that, directly or indirectly, holds or acquires 100% of the total voting power of the Capital Stock of Parent, and of which no other Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), other than any of the other Permitted Holders, holds more than 50% of the total voting power of the Capital Stock thereof, and (iii) any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) of which any of the foregoing or any Permitted Holder specified in the last sentence of this definition are members and any member of such group; provided, that, in the case of such group and any member of such group and without giving effect to the existence of such group or any other group, no Person or other group (other than the Permitted Holders

specified in clauses (i) and (ii)) owns, directly or indirectly, more than 50% of the total voting power of the voting stock of Parent held by such group. Any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) whose acquisition of any beneficial ownership or assets or properties constitutes a Change of Control in respect of which a Change of Control Offer is made or waived in accordance with the requirements of this Indenture will thereafter, together with its Affiliates, constitute an additional Permitted Holder.

Notwithstanding anything to the contrary in this definition or any provision of Rule 13d-3 of the Exchange Act, (i) a Person or group shall not be deemed to beneficially own Capital Stock (x) to be acquired by such Person or group pursuant to a stock or asset purchase agreement, merger agreement, option agreement, warrant agreement or similar agreement (or voting or option or similar agreement related thereto) until the consummation of the acquisition of the Capital Stock in connection with the transactions contemplated by such agreement or (y) solely as a result of veto or approval rights in any joint venture agreement, shareholder agreement, investor rights agreement or other similar agreement, (ii) if any group (other than a Permitted Holder) includes one or more Permitted Holders, the issued and outstanding voting stock of any Person owned, directly or indirectly, by any Permitted Holders that are part of such group shall not be treated as being beneficially owned by such group or any other member of such group, (iii) a Person or group (other than Permitted Holders) will not be deemed to beneficially own Capital Stock of another Person as a result of its ownership of Equity Interests or other securities of such other Person’s parent (or related contractual rights) unless it owns more than 50% of the total voting power of the Capital Stock of such Person’s parent and (iv) the right to acquire Capital Stock (so long as such Person does not have the right to direct the voting of the Capital Stock subject to such right) or any veto power in connection with the acquisition or disposition of Capital Stock will not cause a party to be a beneficial owner.

“Permitted Investments” shall mean:

(1)Investments in a Company Party (including the Capital Stock of a Company Party) or in any Person that will, upon the making of such Investment, become a Subsidiary Guarantor;

(2)(x) Investments existing on the Issue Date or as contemplated by the Issue Date Budget; provided that the amount of any such Investment has not increased from the amount of such Investment on the Issue Date or as contemplated in the Issue Date Budget, except (A) by capitalized amounts related to unpaid accrued interest and/or premium, (B) pursuant to the terms of such Investment as in effect on the Issue Date or as contemplated in the Issue Date Budget or (C) as otherwise permitted under this Indenture and (y) guarantees of Debt not prohibited under Section 4.04 and (other than with respect to Debt) guarantees, keepwells and similar arrangements in the ordinary course of business, and performance guarantees and contingent obligations with respect to obligations that are not prohibited by this Indenture;

(3)Investments in Cash and Cash Equivalents (or that were Cash Equivalents at the time when made);

(4)Investments (x) (a) received in settlement, compromise or resolution of debts created in the ordinary course of business, (b) in exchange for any other Investment or accounts receivable, endorsements for collection or deposit held by any Company Party, (c) as a result of foreclosure, perfection or enforcement of any Lien, (d) in satisfaction of judgments or (e) pursuant to any plan of reorganization or similar arrangement including upon the bankruptcy or insolvency of a debtor or litigation, arbitration or other disputes or otherwise

with respect to any secured Investment or other transfer of title with respect to any secured Investment in default and (y) deposits, prepayments and other credits to suppliers made in the ordinary course of business consistent with the past practices of the Company Parties;

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

(6)to the extent constituting Investments: any Liens not prohibited by Section 4.06; any Debt not prohibited by Section 4.04; any dispositions not prohibited by Section 4.13; any transactions not prohibited by Article 5; any Affiliate Transactions not prohibited by Section 4.18; and any Restricted Payments not prohibited by Section 4.05;

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

(8)with respect to any Casualty Event or Event of Eminent Domain, the application of any related Net Cash Proceeds to purchase any Property useful in the business of the Company Parties or the Project or any Additional Project, as applicable (or, in the case of a Casualty Event, used to replace damaged or destroyed assets), in accordance with the terms of the Transaction Documents or any Additional Transaction Documents;

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

(10)solely following the occurrence of the Initial Commencement Date, in addition to Investments permitted by clauses (1) through (32) of this definition, the Company Parties may make additional loans, advances and other Investments to or in a Person (including a joint venture) in an aggregate amount for all loans, advances and other Investments made pursuant to this clause (10) at any one time outstanding not to exceed 30% of Net Operating Income for the most recently ended four full fiscal quarters for which financial statements have been delivered or deemed delivered to the Trustee;

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

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

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

(14)following the occurrence of the Initial Commencement Date, Investments in Joint Ventures or Similar Businesses (in each case, valued in good faith by the Issuer) not to exceed, at any one time in the aggregate outstanding under this clause (14), an amount that would

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

(15)any Investment in securities or other assets not constituting Cash or Cash Equivalents and received in connection with an Asset Sale or any other disposition of assets not constituting an Asset Sale not prohibited under this Indenture;

(16)any Investments in the Project or any Additional Project, including any Investments related to the construction of the Project or any Additional Project and, to the extent constituting an Investment, any transactions required pursuant to the Project Documents or any Additional Project Documents;

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

(18)any Investment related to Excess Property;

(19)Investments in receivables owing to any Company Party;

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

(21)Investments in connection with any Additional Project;

(22)Hedging Obligations;

(23)pledges or deposits with respect to leases or utilities provided to third parties in the ordinary course of business or Liens otherwise described in the definition of “Permitted Liens” or made in connection with Liens permitted under Section 4.06;

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

(25)Investments consisting of (i) purchases or other acquisitions of inventory, supplies, materials, equipment and similar assets or (ii) licenses, sublicenses, crosslicenses, leases, subleases, assignments, contributions or other Investments of intellectual property or other intangibles or services in the ordinary course of business and any other Investments made in connection therewith;

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

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

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

(28)repurchases of any Debt of the Company Parties;

(29)guaranty and indemnification obligations arising in connection with surety bonds;

(30)Investments (a) consisting of purchases and acquisitions of assets or services in the ordinary course of business, (b) made in the ordinary course of business in connection with obtaining, maintaining or renewing client, franchisee and customer contracts and loans or

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

(31)Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers compensation, performance and similar deposits entered into as a result of the operations of the business in the ordinary course of business; and

(32)Investments consisting of UCC Article 3 endorsements for collection or deposit and Article 4 trade arrangements with customers (or any comparable or similar provisions in other applicable jurisdictions) in the ordinary course of business.

“Permitted Liens” means, with respect to the Company Parties:

(1)Liens for Taxes;

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

(3)Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds (other than bonds related to judgment or litigation to the extent such judgment or litigation constitutes an Event of Default), bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of debt for borrowed money), so long as no foreclosure, sale or similar proceedings have been commenced with respect to any material portion of Property of any Company Party;

(4)[reserved];

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

title and similar matters if the same do not have a materially adverse effect on the operation or use of such property in the ordinary course of the business of any Company Party;

(6)any lien or interest or title of a lessor or sublessor arising by statute or under any lease (provided that any landlord lien on any Real Estate Asset shall be required to be waived or subordinated to the Liens securing the Notes) of real estate not prohibited hereunder;

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

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

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

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

(11)Liens to secure Debt permitted pursuant to Section 4.04(a)(1) solely to the extent, and with the priority relative to the Notes, permitted by such clause;

(12)Liens under the Collateral Documents with respect to the Notes; provided that such Liens only secure Debt permitted pursuant to Section 4.04(a)(2)(x);

(13)purchase money Liens upon or in real property or equipment acquired or held by any Company Party in the ordinary course of business securing the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition, construction or improvement of any such property or equipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or existing on any such property or equipment of any Person that is merged or consolidated with or into the Issuer or any of its Subsidiaries, or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided that no such Lien shall extend to or cover any property other than the property or equipment being acquired, constructed or improved (other than improvements, accessions or proceeds in respect thereof and assets fixed or appurtenant thereto), and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; and provided, further, that the aggregate principal amount of the Debt secured by Liens permitted by this clause (13) shall not exceed the amount permitted under Section 4.04(a)(8) at any time outstanding;

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

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

(15)in respect of any Company Party, Liens arising out of judgments or awards (or the payment of money not constituting an Event of Default under Section 6.01(7)) or securing appeal or other surety bonds related to such judgments or awards, to the extent such judgments do not otherwise constitute an Event of Default under Section 6.01;

(16)Liens arising by virtue of any statutory or common law provision relating to bankers’ liens, rights of set-off or similar rights or relating to purchase orders and other agreements entered into with customers of any Company Party in the ordinary course of business (including any energy management agreement);

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

(18)any Liens with respect to the Properties of any Company Party that arise under Contractual Obligations of such Company Party as in effect on the Issue Date or contemplated by the Issue Date Budget;

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

(20)Liens to secure Debt permitted pursuant to Sections 4.04(a)(3), (5), (9), (18), (20), (21) and

(24);

(21)Liens arising under Finance Lease Obligations; provided that no such Lien shall extend to or cover any property other than the property or equipment subject to such Finance Lease Obligations, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; and provided, further, that the aggregate principal amount of the Debt secured by Liens permitted by this clause (21) shall not exceed the amount permitted pursuant to Section 4.04(a)(14) at any time outstanding;

(22)Liens securing obligations owed for all or any part of the deferred purchase price of property or services, which purchase price is due more than six (6) months from the date of incurrence of the obligation in respect thereof; provided that Debt for the deferred purchase price of property or services is (i) not more than ninety (90) days past due or (ii) being contested in good faith and by appropriate proceedings and in respect of which adequate reserves are in place in accordance with the Company Parties’ standard accounting practices;

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

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

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

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

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

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

(28)Liens for property Taxes on property that a Company Party has determined to abandon (so long as such abandonment is not prohibited by this Indenture or any of the other Notes Documents), if the sole recourse for such Tax is to such property;

(29)minor survey exceptions, minor encumbrances, ground leases, trackage rights, special assessments, easements or reservations of, or rights of others for, licenses, rights-of-way, servitudes, sewers, towers, electric lines, telegraph and telephone and cable television lines, water delivery and usage and other similar purposes, servicing agreements, development agreements, site plan agreements and other similar encumbrances incurred in the ordinary course of business or zoning or other restrictions (including minor defects and irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Debt and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person or consistent with industry norm;

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

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

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

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

real property) and any accessions and additions thereto or proceeds and products thereof and related property of the type that would have been subject to such Lien notwithstanding such replacement, extension or renewal;

(34)Liens that are contractual rights of set-off or rights of pledge (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Debt, (ii) relating to pooled deposit or sweep accounts of the Company Parties to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company Parties or (iii) relating to purchase orders and other agreements entered into with customers, suppliers or service providers of the Company Parties in the ordinary course of business or consistent with industry norm;

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

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

(37)Liens on any Excess Property, or granted under or in connection with any Shared Facilities Agreement;

(38)Liens securing Debt incurred pursuant to Section 4.04(a)(12); provided that such Liens are subject to an Acceptable Intercreditor Agreement;

(39)Liens (a) securing Cash Management Obligations and the costs thereof; (b) that are rights of set-off, rights of pledge or other bankers’ Liens (i) relating to treasury, depository and cash management services or any automated clearing house transfers of funds in the ordinary course of business, or (ii) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of any Company Party; (c) on cash accounts securing Debt with financial institutions; (d) encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; and (e) (i) of a collection bank arising under Section 4-210 of the UCC or any comparable or successor provision on items in the course of collection and (ii) in favor of a banking or other financial institution or electronic payment service providers arising as a matter of law encumbering deposits (including the right of set-off) arising in the ordinary course of business in connection with the maintenance of such accounts and (iii) arising under customary general terms and conditions of the account bank in relation to any bank account maintained with such bank and attaching only to such account and the products and proceeds thereof;

(40)Liens in respect of Excluded Property; and

(41)refinancings, extensions, renewals and replacements of any of the foregoing Liens to the extent and for so long as the Debt or other obligations secured thereby remain outstanding.

For all purposes hereunder, (x) a Lien need not be incurred solely by reference to one category of Permitted Liens described in this definition but may be incurred under any combination of such categories

(including in part under one such category and in part under any other such category) and (y) in the event that a Lien (or any portion thereof) meets the criteria of one or more of such categories of Permitted Liens, the Issuer may, in its sole discretion, divide, classify or reclassify such Lien (or any portion thereof) in any manner that complies with this definition. To the extent any Lien is incurred on a single date, the Company Parties may determine the order in which, and the provision pursuant to which, each such Lien is incurred in their sole discretion.

“Permitted Tax Distribution Amount” means for any taxable period, (a) if for U.S. federal and/or applicable state or local income Tax purposes, any Company Party is (or is disregarded as an entity separate from) a member of a consolidated, combined, affiliated or similar income Tax group of which a parent entity is the common parent (a “Tax Group”), or is a disregarded entity or partnership owned directly or indirectly by an entity taxed as a corporation, an amount equal to any such U.S. federal and/or applicable state or local income Taxes of such Tax Group or such owner(s), as applicable, to the extent such income Taxes are attributable to the taxable income or activities of such Company Party and its direct and indirect subsidiaries; provided that the portion of the Permitted Tax Distribution Amount described in this clause (a) in such case, if any, shall be determined by reference to the amount that such Company Party would have been required to pay in respect of such Taxes for such taxable period had such Company Party filed such income Tax return as a stand-alone corporate taxpayer for all taxable periods; provided, further, that the portion of the Permitted Tax Distribution Amount described in this clause (a), if any shall be reduced by any amounts paid directly by any Company Party to the applicable Governmental Authority in respect of such Taxes plus (b) the amount necessary to permit the Issuer and any parent entity to pay any franchise Taxes required to maintain its existence or good standing plus (c) without duplication, any amounts payable under any Income Tax Sharing Agreement.

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

“Private Placement Legend” means the legend set forth in Section 2.06(g)(1)(a) hereof to be placed on all Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture.

“Project” means the data center project located in the Buildings.

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

“Project Site” means the real property on which the Project is located.

“Property” means any right or interest in or to any asset or property of any kind whatsoever (including any Capital Stock), whether real, personal or mixed and whether tangible or intangible. For the avoidance of doubt, the Project shall constitute Property under the Notes Documents.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

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

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

“Qualifying Data Center Lease” means a Data Center Lease with a Qualifying Tenant, and, as of the date of entry into such new Data Center Lease, the Issuer obtains a Rating Agency Confirmation giving effect to such new Data Center Lease.

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

“Qualifying Lease Guarantor” means any Person that: (i) has a Tangible Net Worth of not less than $5,000,000,000 and (ii) has a credit rating of at least rating of BB+ from S&P or Fitch or Ba2 from ▇▇▇▇▇’▇ (or, if at any time neither S&P, Fitch nor Moody’s shall be rating such obligations, an equivalent rating from another nationally recognized rating service).

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

“Rating Agencies” means, (1) ▇▇▇▇▇’▇, S&P and Fitch or (2) if ▇▇▇▇▇’▇, S&P or Fitch or each of them shall not make a corporate rating with respect to the Issuer or a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuer, which shall be substituted for any or all of ▇▇▇▇▇’▇, S&P or Fitch, as the case may be, with respect to such corporate rating or the rating of the Notes, as the case may be.

“Rating Agency Confirmation” means confirmation from each of the Rating Agencies that at such time are actively rating the Notes that the ratings of the Notes after giving effect to any transaction permitted by this Indenture upon the receipt of a Rating Agency Confirmation, as applicable, will be no lower than the lowest of the ratings of the Notes: (i) immediately prior to giving effect to such transaction, (ii) such Rating Agency’s first rating for the Notes after the Issue Date, as applicable, and (iii) to the extent applicable, at the time the original Data Center Lease ceased to be in effect.

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

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

“Refinance” means, in respect of any Debt, such Debt (in whole or in part) as extended, renewed, defeased, refinanced, replaced, refunded or repaid (including through the issuance of any other Debt in exchange or replacement therefor or for the refinancing thereof) (in whole or in part), whether with the same or different lenders, arrangers and/or agents and whether with a larger or smaller aggregate principal

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

“Refinanced” and “Refinancing” shall have correlative meanings.

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

“Regulation S” means Regulation S promulgated under the Securities Act.

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

“Regulation S Permanent Global Note” means a permanent Global Note substantially in the form of Exhibit A hereto, bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depository or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Regulation S Temporary Global Note upon expiration of the Distribution Compliance Period.

“Regulation S Temporary Global Note” means a temporary Global Note substantially in the form of Exhibit A hereto, bearing the Global Note Legend, the Private Placement Legend and Regulation S Temporary Global Note Legend and deposited with or on behalf of, and registered in the name of, the Depository or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes sold for initial resale in reliance on Rule 903 of Regulation S.

“Regulation S Temporary Global Note Legend” means the legend set forth in Section 2.06(g)(3) to be placed on all Regulation S Temporary Global Notes issued under this Indenture.

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

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

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

“Replacement Project Contract” means any Contractual Obligation entered into in replacement or substitution of any Transaction Document or any Additional Transaction Document.

“Required Compliance Period” means the period beginning on the date of the Data Center Lease Termination Event and ending on the earlier of (x) the expiration of the Data Center Lease EoD Period and (y) entry into a Qualifying Data Center Lease.

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

treasurer or chief financial officer, authorized signatory or such other Person having the functions of any of the foregoing.

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

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

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

“Rule 144A” means Rule 144A adopted by the SEC under the Securities Act.

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

“Screened Affiliate” means any Affiliate of a Holder or, if the Holder is DTC or DTC’s nominee, of a beneficial owner, (i) that makes investment decisions independently from such Holder or beneficial owner and any other Affiliate of such Holder that is not a Screened Affiliate, (ii) that has in place customary information screens between it and such Holder or beneficial owner and any other Affiliate of such Holder or beneficial owner that is not a Screened Affiliate and such screens prohibit the sharing of information with respect to the Issuer or any of its Subsidiaries, (iii) whose investment policies are not directed by such Holder or beneficial owner or any other Affiliate of such Holder or beneficial owner that is acting in concert with such Holder in connection with its investment in the Notes and (iv) whose investment decisions are not influenced by the investment decisions of such Holder or beneficial owner or any other Affiliate of such Holder or beneficial owner that is acting in concert with such Holders or beneficial owners in connection with its investment in the Notes.

“SEC” means the United States Securities and Exchange Commission.

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

“Securities Act” means the Securities Act of 1933, as amended from time to time, and any successor

statute.

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

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

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

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

“Shared Facilities Agreement” means any arm’s length (or, in the case of an agreement between a Company Party and any Affiliate, on terms that would have been obtained in a comparable transaction between such Company Party and an unrelated Person on an arm’s length basis) agreement between any Company Party and any other Person(s), including any related subordination, non-disturbance and attornment agreement (or substantively similar agreement) with respect to the Project and/or any one or more Additional Projects relating to any lease of real property or any easement in connection with a Shared Facilities Arrangement and satisfies the following conditions (as determined by the Issuer in good faith and delivery of a compliance certificate to the Trustee by the Issuer to that effect):

(a)the sharing of any assets, real estate interests or other property does not materially and adversely impact the Company Parties’ ability to perform their obligations under the Notes Documents;

(b)no Default or Event of Default shall occur or would exist after giving effect thereto; and

(c)entry into such agreement would not reasonably be expected to have a Material Adverse

Effect.

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

“Short Derivative Instrument” means a Derivative Instrument (i) the value of which generally decreases, and/or the payment or delivery obligations under which generally increase, with positive changes to the Performance References and/or (ii) the value of which generally increases, and/or the payment or delivery obligations under which generally decrease, with negative changes to the Performance References.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the Issue Date.

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

(i) of this definition and any reasonable extensions thereof (including any Additional Project), and (iii) any non-core incidental businesses acquired in connection with any acquisition or Investment not prohibited by this Indenture or any immaterial businesses.

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

“Subordinated Debt” means, with respect to the Notes and the Subsidiary Guarantees, (1) any Debt of the Issuer which is by its terms is contractually subordinated in right of payment to the Notes and (2) any

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

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association, Joint Venture or other business entity of which more than 50% of the total voting power of shares of Capital Stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; provided that, in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interest in the nature of a “qualifying share” of the former Person shall be deemed to be outstanding.

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

“Subsidiary Guarantor” means each Subsidiary that provides a Subsidiary Guarantee in accordance with Section 4.17.

“Tangible Net Worth” means the excess of total assets over total liabilities (in each case, determined in accordance with GAAP), but (i) excluding from the determination of total assets licenses, patents, trademarks, trade names, copyrights, and franchises, as classified under GAAP as intangible assets and (ii) including from the determination of total liabilities the amount of any guarantees of indebtedness for borrowed money reported in the notes to the annual financial statements of the Lease Guarantor that are publicly disclosed by the Lease Guarantor.

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

“Tenant” means Silver Bands 3 (US) Corp., a Delaware corporation.

“TIA” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb).

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

“Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two (2) Business Days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to May 1, 2028; provided, however, that if the period from the redemption date to May 1, 2028 is not equal to the constant maturity of a U.S. Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of U.S. Treasury securities for which such yields are given, except that if the period from

the redemption date to May 1, 2028 is less than one (1) year, the weekly average yield on actually traded U.S. Treasury securities adjusted to a constant maturity of one (1) year shall be used. The Issuer shall obtain the Treasury Rate.

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

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

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

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

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

“Unused Contingency Amount” means the total amount of Cash and Cash Equivalents of the Company Parties as of the Initial Commencement Date not held within the Debt Service Reserve Account or the Revenue Account.

Section 1.02 Other Definitions.

Term

Defined in Section

“Acceptable Commitment”

Section 4.13(b)

“Additional Notes”

Section 2.07(a)

“Additional Notes Special Mandatory Redemption”

Section 2.07(a)(5)

“Advance Offer”

Section 4.13(c)

“Advance Portion”

Section 4.13(c)

“Affiliate Transactions”

Section 4.18

“Applicable Premium Deficit”

Section 3.03

“Asset Sale/Casualty Event Offer”

Section 4.13(c)

“Change of Control Offer”

Section 4.11(a)

“Change of Control Payment”

Section 4.11(a)

“Change of Control Payment Date”

Section 4.11(b)

“Covenant Defeasance”

Section 8.03

“Data Center Lease EoD Period”

Section 6.01(9)

“Data Center Lease Termination Default”

Section 6.01(9)

“Data Center Lease Termination Event”

Section 6.01(9)

“Data Center Lease Termination Event of Default”

Section 6.01(9)

“Debt Service Reserve Account”

Section 4.23(a)(2)

“Declined Asset Sale Proceeds”

Section 4.13(d)

“Designated Account”

Section 4.23(a)(4)

“Directing Holder”

Section 6.02

“Election Date”

Section 4.05

“Event of Default”

Section 6.01

“Excess Proceeds”

Section 4.13(c)

“Guarantee EoD Period”

Section 6.01(10)

“Income Tax Sharing Agreements”

Section 4.18(7)

“Lease Guarantee Event”

Section 6.01(10)

“Lease Guarantee Event of Default”

Section 6.01(10)

“Legal Defeasance”

Section 8.02

“Noteholder Direction”

Section 6.02

“Notes Proceeds Account”

Section 4.23(a)(1)

“Pari Passu Debt”

Section 4.13(b)(1)(B)

“Payment Default”

Section 6.01(4)(a)

“Position Representation”

Section 6.02

“Project Accounts”

Section 4.23(a)

“Restricted Payments”

Section 4.05(a)

“Revenue Account”

Section 4.23(a)(2)

“Second Commitment”

Section 4.13(b)

“Successor Issuer”

Section 5.01(a)(1)

“Successor Subsidiary Guarantor”

Section 5.02(a)(1)

“Termination Fee Offer”

Section 3.10(a)

“Title Insurer”

Section 12.10(b)(iii)

“Trustee”

Section 8.05

“Verification Covenant”

Section 6.02

Section 1.03 Rules of Construction.

Unless the context otherwise requires:

(1)a term has the meaning assigned to it;

(2)an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(3)“or” is not exclusive;

(4)words in the singular include the plural, and in the plural include the singular;

(5)“will” shall be interpreted to express a command;

(6)“including” or “include” means including or include without limitation;

(7)provisions apply to successive events and transactions; and

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

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

Section 1.04 Certain Compliance Calculations.

(a)Notwithstanding anything to the contrary herein, in the event an item of Debt or Disqualified Equity Interests (or any portion thereof) is incurred, assumed or issued, any Lien is incurred or assumed, any Restricted Payment is made or other transaction is undertaken in reliance on a ratio basket based on the Loan to Cost Ratio, Debt Service Coverage Ratio, or other ratio-based test, such ratio(s) shall be calculated with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under any other non-ratio-based basket substantially concurrently. Each item of Debt or Disqualified Equity Interests that is incurred, assumed or issued, each Lien incurred and each other transaction undertaken will be deemed to have been incurred, assumed, issued or taken first, to the extent available, pursuant to the relevant Loan to Cost Ratio or Debt Service Coverage Ratio test. For the avoidance of doubt, when testing the availability under a ratio basket for purposes of making a Restricted Payment, Debt (or any portion thereof) incurred, assumed or issued the proceeds of which are being utilized to make a Restricted Payment utilizing a non-ratio basket shall not be given effect.

(b)If a proposed action, matter, transaction or amount (or a portion thereof) meets the criteria of more than one applicable basket, permission or threshold under this Indenture, the Issuer shall be entitled to divide or classify or later divide or reclassify (based on circumstances existing on the date of such reclassification) such action, matter, transaction or amount (or a portion thereof) between such baskets, permission or thresholds as it shall elect from time to time.

(c)Any ratios, tests or baskets required to be satisfied in order for a specific action to be permitted under this Indenture shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding up if there is no nearest number).

(d)If any Company Party takes an action which at the time of the taking of such action would in the good faith determination of the Issuer be permitted under the applicable provisions of this Indenture based on the financial statements available at such time, such action shall be deemed to have been made in compliance with this Indenture notwithstanding any subsequent adjustments, modifications or restatements made in good faith to such financial statements affecting Net Operating Income or other applicable financial metric.

(e)In the event any Rating Agency Confirmation is obtained in connection with a transaction for which a provision of this Indenture requires a Rating Agency Confirmation, such Rating Agency Confirmation shall apply to such transaction and any related transactions or series of transactions (including as to the absence of any Default or Event of Default) at the election of the Issuer, irrespective of the time or manner in which such transaction or series of transactions occurs after the obtainment of such Rating Agency Confirmation.

ARTICLE 2

THE NOTES

Section 2.01 Form and Dating.

(a)General. The Notes shall be issued in registered global form (except as otherwise permitted herein with respect to Definitive Notes) without interest coupons. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have written notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

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

(b)Global Notes.

(1)Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time as reflected in the records of the Trustee and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. The Trustee’s records shall be noted to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

(2)Notes sold within the United States of America to QIBs pursuant to Rule 144A under the Securities Act shall be issued initially in the form of one or more 144A Global Notes, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian for DTC and registered in the name of Cede & Co., the nominee of DTC, duly executed by the Issuer and authenticated by the Trustee or the authenticating agent as provided herein. The aggregate principal amount of the 144A Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interests as hereinafter provided.

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

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

(4)Following the termination of the Distribution Compliance Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of such Regulation S Permanent Global Note, the Trustee shall, upon receipt of a Company Order, cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Notes and the Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interests as hereinafter provided.

(c)Book-Entry Provisions. Ownership of beneficial interests in the Global Notes shall be limited to persons that have accounts with DTC or persons that may hold interests through such participants, including through Euroclear and Clearstream. Ownership of beneficial interests in the Global Notes and transfers thereof shall be subject to restrictions on transfer and certification requirements as set forth herein. Participants and Indirect Participants shall have no rights under this Indenture or any Global Note with respect to any Global Note held on their behalf by the Depository or by the Trustee as custodian for the Depository, and the Depository shall be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Participants or Indirect Participants, the Applicable Procedures or the operation of customary practices of such persons governing the exercise of the rights of a holder of a beneficial interest in any Global Note.

(d)DTC, Euroclear and Clearstream Procedures Applicable. Transfers of beneficial interests in the Global Notes between participants in DTC, participants in Euroclear or participants in Clearstream shall be effected by DTC, Euroclear or Clearstream pursuant to customary procedures and subject to the applicable rules and procedures established by DTC, Euroclear or Clearstream and their respective participants.

Section 2.02 Execution and Authentication.

(a)One Officer must sign the Notes for the Issuer by manual, facsimile or .pdf signature.

(b)If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note will nevertheless be valid.

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

(d)The Trustee shall, upon receipt of a Company Order, authenticate Notes for original issue under this Indenture. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Issuer pursuant to one or more Company Orders, except as provided in Section 2.07 hereof.

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

(f)The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders, the Issuer or an Affiliate of the Issuer.

Section 2.03 Registrar and Paying Agent.

(a)The Issuer will maintain a Registrar and a Paying Agent with respect to the Notes issued pursuant to this Indenture. The Registrar will keep a register of the Holders and the Notes and of their transfer and exchange. The Issuer may appoint one or more co-registrars and one or more additional Paying Agents and may change any Paying Agent or Registrar without notice to any Holder. The Issuer will notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. The Issuer or any of the Issuer’s Subsidiaries may act as Paying Agent or Registrar.

(b)The Issuer initially appoints DTC to act as Depository with respect to the Global Notes.

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

Section 2.04 Paying Agent to Hold Money in Trust.

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

Section 2.05 Holder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders. If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee at least seven (7) Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders.

Section 2.06 Transfer and Exchange.

(a)Transfer and Exchange of Global Notes. A Global Note may not be transferred as a whole except by the Depository to a nominee of the Depository, by a nominee of the Depository to the Depository or to another nominee of the Depository, or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. The Issuer shall exchange Global Notes for Definitive Notes if at any time:

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

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

Upon the occurrence of any of the preceding events in clause (1) or (2) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depository shall instruct the Trustee.

In no event shall the Regulation S Temporary Global Note be exchanged by the Issuer for Definitive Notes prior to (x) the expiration of the Distribution Compliance Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act.

Upon the exchange of a Global Note for Definitive Notes, such Global Note shall, upon receipt of a Company Order, be cancelled by the Trustee. Definitive Notes issued in exchange for a Global Note pursuant to this Section 2.06 shall be registered in such names and in such authorized denominations as the Depository, pursuant to written instructions from its Participants or its Applicable Procedures, shall instruct the Trustee in writing. The Trustee shall deliver such Definitive Notes to or as directed by the Persons in whose names such Definitive Notes are so registered or to the Depository.

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

(b)Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depository, in accordance with the provisions of this Indenture and the Applicable Procedures. Transfers of beneficial interests in the

Global Notes also will require compliance with either subparagraph (1) or (2) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(1)Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend;

provided, however, that prior to the expiration of the Distribution Compliance Period, transfers of beneficial interests in the Regulation S Temporary Global Note may not be made to or for the account or benefit of a “U.S. Person” (as defined in Rule 902(k) of Regulation S) (other than a “distributor” (as defined in Rule 902(d) of Regulation S)). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(1).

(2)All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the Registrar either:

(a)both:

(i)a written order from a Participant or an Indirect Participant given to the Depository in accordance with the Applicable Procedures directing the Depository to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged; and

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

(b)both:

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

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

Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, and upon receipt of an Officer’s Certificate in form reasonably satisfactory to the Trustee, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof.

(3)Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar receives the following:

(a)if the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof; and

(b)if the transferee will take delivery in the form of a beneficial interest in the Regulation S Temporary Global Note or the Regulation S Permanent Global Note, as the case may be, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;

(4)Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any Holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar receives the following:

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

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

and, in each such case set forth in this subparagraph (b)(4), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to subparagraph (b)(4) above at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of a Company Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (b)(4) above.

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

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

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

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

(b)if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

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

(d)[Reserved];

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

(f)if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act in compliance with the prospectus delivery requirements of the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(3) thereof; or

(g)if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144, or Rule 903 or Rule 904 of Regulation S, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(4) thereof, if applicable;

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuer shall execute and, upon receipt of a Company Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(1) shall be registered in such name or names and in such authorized denomination or denominations as the Holder of such beneficial interest shall instruct the Registrar through instructions from the Depository and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(2)Beneficial Interests in Regulation S Temporary Global Notes to Definitive Notes. Notwithstanding Sections 2.06(c)(1)(a) and (c), a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (x) the expiration of the Distribution Compliance Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

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

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

(ii)if the Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof;

and, in each such case set forth in this subparagraph (c)(3), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

The Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuer shall execute and, upon receipt of a Company Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver to the Person designated in the Company Order a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the Depository shall instruct, pursuant to written instruction from its Participants or its Applicable Procedures. The Trustee shall deliver such Definitive Notes to, or as directed by, the Persons in whose names such Definitive Notes are so registered.

(4)Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any Holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuer shall execute and, upon receipt of a Company Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(4) shall be registered in such name or names and in such authorized denomination or denominations as the Holder of such beneficial interest requests through instructions to the Registrar from or through the Depository and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(4) will not bear the Private Placement Legend.

(d)Transfer and Exchange of Definitive Notes for Beneficial Interests in Global Notes.

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

(a)if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from

such Holder substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;

(b)if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

(c)if such Restricted Definitive Note is being transferred to a non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(d)[Reserved];

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

the Trustee, upon receipt of a Company Order, shall cancel the Restricted Definitive Note, and increase or cause to be increased in a corresponding amount pursuant to Section 2.06(h) the aggregate principal amount of, in the case of clause (a) above, the appropriate Restricted Global Note, in the case of clause (b) above, a 144A Global Note, and, in the case of clause (c) above, a Regulation S Global Note.

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

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

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

beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (d)(2), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(2), the Trustee, upon receipt of a Company Order, will cancel the Restricted Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

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

(4)Unrestricted Definitive Notes to Beneficial Interests in Restricted Global Notes Prohibited. An Unrestricted Definitive Note may not be exchanged for, or transferred to Persons who take delivery thereof in the form of, beneficial interests in a Restricted Global Note.

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraphs (2)(a) or (3) above at a time when an Unrestricted Global Note has not yet been issued, the Issuer will issue and, upon receipt of a Company Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

(e)Transfer and Exchange of Definitive Notes for Definitive Notes Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder must provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e).

(1)Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who

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

(a)if the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(b)if the transfer will be made pursuant to Rule 903 or Rule 904 of Regulation S, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof; and

(c)if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

(2)Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if the Registrar receives the following:

(i)if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

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

and, in each such case set forth in this subparagraph (e)(2), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Upon satisfaction of the conditions of any of the clauses of this Section 2.06(e), the Trustee shall, upon receipt of a Company Order, cancel the prior Restricted Definitive Note and the Issuer will execute, and upon receipt of a Company Order in accordance with Section 2.02, the Trustee shall authenticate and deliver an Unrestricted Definitive Note in the appropriate aggregate principal amount to the Person designated by the Holder of such prior Restricted Definitive Note in written instructions delivered to the Registrar by such Holder.

(f)Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

(g)Legends. The following legends will appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture.

(1)Private Placement Legend.

(a)Except as permitted by subparagraph (b) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

“THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. ACCORDINGLY, THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY NOT BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION AND (2) AGREES TO OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER SUCH NOTE ONLY (A) TO THE ISSUER OF THE NOTES, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) OUTSIDE THE UNITED STATES PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS IN AN OFFSHORE TRANSACTION PURSUANT TO REGULATION S UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (OTHER THAN RULE 144), SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM.”

(b)Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraphs (b)(4), (c)(3), (c)(4), (d)(2), (d)(3) or (e)(2) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) will not bear the Private Placement Legend.

(2)Global Note Legend. Each Global Note will bear a legend in substantially the following form:

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITORY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.01 AND SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITORY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

(3)Regulation S Temporary Global Note Legend. Each Regulation S Temporary Global Note will bear a legend in substantially the following form:

“THIS GLOBAL NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER THE SECURITIES ACT. NEITHER THIS TEMPORARY GLOBAL NOTE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD, DELIVERED OR EXCHANGED FOR AN INTEREST IN A

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

(h)Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.12 of this Indenture. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly and a notation will be made on the records maintained by the Trustee or by the Depository at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note will be increased accordingly and a notation will be made on the records maintained by the Trustee or by the Depository at the direction of the Trustee to reflect such increase.

(i)General Provisions Relating to Transfers and Exchanges.

(1)To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of a Company Order in accordance with Section 2.02 hereof or at the Registrar’s request.

(2)No service charge shall be made to a Holder of a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuer and the Trustee may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.11, 3.06, 4.11 and 9.04 hereof).

(3)[Reserved].

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

(5)Neither the Registrar nor the Issuer shall be required:

(a)to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business fifteen (15) days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection;

(b)to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or

(c)to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.

(6)Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuer shall be affected by notice to the contrary.

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

(8)All orders, certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

(9)Notwithstanding anything herein to the contrary, neither the Trustee nor the Registrar shall be responsible for ascertaining whether any transfer or exchange complies with the registration provisions of or exemptions from the Securities Act or applicable state securities laws.

(10)None of the Trustee, Agent, the Issuer or any Subsidiary Guarantor shall have any responsibility or obligation to any Beneficial Owner of an interest in a Global Note, any agent member or other member of, or a participant in, DTC or other person with respect to the accuracy of the records of DTC or any nominee or participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any agent member or other participant, member, Beneficial Owner or other person (other than DTC) of any notice or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to or upon the order of the Holders (which shall be DTC or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through DTC, subject to its applicable rules and procedures. The Trustee, Agents, the Issuer and any Subsidiary Guarantor may rely and shall be fully protected in relying upon information furnished by DTC with respect to its agent members and other members, participants and any beneficial owners.

Section 2.07 Additional Notes.

(a)The aggregate amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in one or more series (any such Notes issued subsequent to the Issue Date, the “Additional Notes”), subject, in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are substantially identical to the terms of the Initial Notes, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificate:

(1)the aggregate principal amount of such Additional Notes;

(2)the date or dates on which such Additional Notes will be issued;

(3)the price at which the Additional Notes will be issued;

(4)the first interest payment date and the first date from which interest will accrue on the Additional Notes;

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

(6)[reserved]; and

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

(b)Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying number. The Initial Notes and any Additional Notes subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.

Section 2.08 Replacement Notes.

(a)If any mutilated Note is surrendered to the Trustee or the Issuer and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Issuer will issue and the Trustee, upon receipt of a Company Order, will authenticate a replacement Note if the Trustee’s requirements are met. An indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuer may charge for its expenses in replacing a Note.

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

Section 2.09 Outstanding Notes.

(a)The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof or any applicable supplemental indenture, and those described in this Section 2.09 as not outstanding. Except as set forth in Section 2.10 hereof, a Note does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note.

(b)If a Note is replaced pursuant to Section 2.08 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser.

(c)If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

(d)If the Paying Agent (other than the Issuer, a Subsidiary of the Issuer or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes will be deemed to be no longer outstanding and will cease to accrue interest.

Section 2.10 Treasury Notes.

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent pursuant to the Notes Documents, Notes owned by the Issuer, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer, will be considered as though not outstanding, except that for the purposes of determining whether the Trustee will be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee actually knows are so owned will be so disregarded.

Section 2.11 Temporary Notes.

(a)Until certificates representing Notes are ready for delivery, the Issuer may prepare and the Trustee, upon receipt of a Company Order, will authenticate temporary Notes. Temporary Notes will be substantially in the form of certificated Notes but may have variations that the Issuer considers appropriate for temporary Notes and as may be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuer will prepare and the Trustee will authenticate Definitive Notes in exchange for temporary Notes.

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

Section 2.12 Cancellation.

The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent will forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. Upon receipt of a Company Order, the Trustee and no one else will cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and will dispose of such canceled Notes in its customary manner. Certification of the disposition of all canceled Notes will be delivered to the Issuer at the Issuer’s written request. The Issuer may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation.

Section 2.13 CUSIP / ISIN Numbers.

The Issuer in issuing the Notes may use “CUSIP” or “ISIN” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” or “ISIN” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer will promptly notify the Trustee in writing of any change in the “CUSIP” or “ISIN” numbers.

ARTICLE 3

REDEMPTION AND PREPAYMENT

Section 3.01 Notices to Trustee.

The Issuer may, with respect to the Notes, reserve the right to redeem and pay the Notes or may covenant to redeem and pay the Notes or any part thereof prior to the Stated Maturity thereof at such time and on such terms as provided for in such Notes. If a Note is redeemable and the Issuer elects or is obligated to redeem such Notes pursuant to the provisions of such Notes, it must furnish to the Trustee, at least five (5) Business Days prior to the date of the notice of redemption pursuant to Section 3.03, unless a shorter period is acceptable to the Trustee, an Officer’s Certificate setting forth:

(1)the clause of the Notes pursuant to which the redemption shall occur;

(2)the redemption date;

(3)the principal amount of the Notes to be redeemed;

(4)the redemption price; and

(5)the applicable CUSIP numbers, if any.

Section 3.02 Selection of Notes to Be Redeemed.

If less than all of the Notes are to be redeemed at any time, the Notes to be redeemed will be selected on a pro rata basis or by lot or such other similar method in accordance with the Applicable Procedures, unless otherwise required by law or applicable stock exchange requirements. No Notes of $2,000 or less shall be redeemed in part.

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

Section 3.03 Notice of Redemption.

Except as otherwise provided in this Indenture, notices of redemption shall be mailed by first class mail or delivered electronically at least ten (10) but not more than sixty (60) days before the redemption date to each Holder of Notes to be redeemed, except that redemption notices may be mailed or delivered electronically more than sixty (60) days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture.

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

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

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

Upon any redemption that requires the payment of the Applicable Premium (including, without limitation, in connection with the Issuer’s exercise of its Legal Defeasance option or Covenant Defeasance option as set forth in Article 8 or the discharge of the Issuer’s obligations under this Indenture in accordance with Article 10), the amount deposited with the Trustee shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption.

Section 3.04 Effect of Notice of Redemption.

Once notice of redemption is mailed or delivered electronically in accordance with Section 3.03 hereof, Notes called for redemption become, subject to any conditions precedent set forth in the notice of redemption, irrevocably due and payable on the redemption date at the redemption price.

Section 3.05 Deposit of Redemption Price.

One (1) Business Day prior to the redemption date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption price of, accrued interest to but excluding the redemption date, and premium, if any, on all Notes to be redeemed on that date. Promptly after the Issuer’s written request, the Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the redemption price of, accrued interest, and premium, if any, on, all Notes to be redeemed.

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

If a Note is redeemed on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption is not so paid upon surrender for redemption because of the failure of the Issuer to comply with the preceding paragraph,

interest shall be paid on the unpaid principal, from the redemption date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

Section 3.06 Notes Redeemed in Part.

Upon surrender of a Note that is redeemed in part, the Issuer shall issue and, upon receipt of a Company Order, the Trustee shall authenticate for the Holder at the expense of the Issuer a new Note equal in principal amount to the unredeemed portion of the Note surrendered.

Section 3.07 Calculation of Redemption Price.

The Trustee shall have no obligation to calculate the redemption price of any Note.

Section 3.08 [Reserved].

Section 3.09 Mandatory Prepayment; Open Market Purchases.

(a)The Issuer shall not be required to make mandatory prepayments or sinking fund payments with respect to the Notes.

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

Section 3.10 Termination Fee Offer.

(a)To the extent payable pursuant to the Data Center Lease, the applicable Company Party will deposit, or use commercially reasonable efforts to cause the Tenant, the Lease Guarantor or the applicable Qualifying Tenant to deposit, any Data Center Lease Termination Fee to the Designated Account. Within fifteen (15) Business Days of the occurrence of a Data Center Lease Termination Default, the Issuer shall make an offer to all Holders of the Notes in an amount equal to the Data Center Lease Termination Fee deposited into the Designated Account as of the date of such offer (“Termination Fee Offer”) and, if required or permitted by the terms of any other Pari Passu Debt on a pro rata basis to the holders of such Pari Passu Debt, to purchase the maximum aggregate principal amount of the Notes and such Pari Passu Debt that may be purchased with such Data Center Lease Termination Fee at an offer price, in the case of the Notes only, in cash in an amount equal to 100.000% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding the date fixed for the repurchase of such Notes pursuant to such offer, in accordance with the procedures set forth in this Indenture and, if applicable, the documents governing such Pari Passu Debt. The Issuer will commence a Termination Fee Offer by sending the notice required pursuant to the terms of this Indenture, with a copy to the Trustee.

(b)To the extent that the aggregate principal amount of Notes tendered pursuant to a Termination Fee Offer is less than the amount of the Data Center Lease Termination Fees received as of the date of such Termination Fee Offer, the Company Parties may use any remaining Data Center Lease Termination Fees in any manner not prohibited by this Indenture and may, for the avoidance of doubt, deposit such funds in a Distribution Account. If the aggregate principal amount of Notes tendered pursuant to a Termination Fee Offer exceeds the amount of the Data Center Lease Termination Fees received as of the date of such Termination Fee Offer, the Issuer shall select the Notes (subject to applicable procedures of DTC as to global notes), to be purchased or repaid on a pro rata basis to the extent practicable based on

the aggregate principal amount of the Notes, with adjustments as necessary so that no Notes will be repurchased in an unauthorized denomination; provided that no Notes of $2,000 or less shall be repurchased in part.

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

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

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

ARTICLE 4

COVENANTS

Section 4.01 Payment of Notes.

The Issuer shall pay or cause to be paid the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in this Indenture and the Notes. Principal, premium, if any, and interest will be considered paid on the date due if the Paying Agent, if other than the Issuer or a Subsidiary thereof, holds as of 11:00 a.m. New York City time on the due date money deposited by the Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due.

Section 4.02 Maintenance of Office or Agency.

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

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

(c)The Issuer hereby designates the Corporate Trust Office of the Trustee for such Notes as one such office or agency of the Issuer in accordance with Section 2.03 hereof; provided, however, the Trustee shall not be deemed an agent of the Issuer for the service of legal process.

Section 4.03 Compliance Certificate.

(a)The Issuer shall deliver to the Trustee, within one hundred twenty (120) days after the end of each fiscal year, commencing with the fiscal year ending December 31, 2026, an Officer’s Certificate stating that a review of the activities of the Issuer during the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether the Issuer has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to such Officer signing such certificate, that to the best of his or her knowledge the Issuer is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuer is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Notes is prohibited or if such event has occurred and a description of the event.

(b)So long as any of the Notes are outstanding, the Issuer shall deliver to the Trustee, promptly upon a Responsible Officer of the Issuer becoming aware of any Default or Event of Default, an Officer’s Certificate specifying such Default or Event of Default.

Section 4.04 Limitation on Debt.

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

(1)(a) following the occurrence of the Initial Commencement Date, Debt of the Company Parties under Credit Facilities (which may include Additional Notes) in an aggregate principal amount at any time outstanding pursuant to this clause (a) not to exceed (x) $25.0 million, plus (y) 50.0% of Net Operating Income for the most recently ended four full fiscal quarters for which financial statements have been delivered or deemed delivered to the Trustee; provided that in the case of any Debt incurred pursuant to this clause (a) that is secured by Liens on the Collateral on a pari passu basis with the Notes, such Debt shall not (i) have an earlier final maturity date than the final maturity date or a shorter weighted average life to maturity applicable to the Notes or (ii) have any obligors or collateral that are not also obligors or Collateral for the Notes (with all other Debt incurred pursuant to this clause (a) that does not comply with the foregoing proviso being unsecured or secured by the Collateral on a junior lien basis relative to the Notes) and (b) any Refinancing of any of the foregoing;

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

Issue Date (other than Debt pursuant to clause (2)(x) of this Section 4.04(a)) or contemplated by the Issue Date Budget and (z) any Refinancing of any of the foregoing; provided that such Debt, in the case of this clause (z), shall not have an earlier final maturity date or a shorter weighted average maturity than the final maturity date or weighted average life to maturity, as applicable, of the Debt being refinanced;

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

(4)Debt among the Company Parties;

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

(6)Debt in respect of repurchase agreements constituting Cash Equivalents;

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

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

(9)other Debt of the Company Parties in an aggregate principal amount not to exceed

$10.0 million at any one time outstanding, plus any accrued interest, fees, premiums or expenses in respect thereof;

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

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

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

(13)[reserved];

(14)(a) (i) Finance Lease Obligations of the Company Parties not to exceed an aggregate principal amount of $20.0 million at any time outstanding; provided that any such Debt shall be secured only pursuant to Liens permitted by clause (21) of the definition of “Permitted Liens”; (ii) Finance Lease Obligations of the Company Parties in respect of equipment leases entered into in the ordinary course of business; (iii) to the extent constituting Debt (but not Debt for borrowed money), amounts due pursuant to any Project Document or any Additional Project Document; and (iv) Debt initially owed to, or beneficially owned by, a Tenant, the Lease Guarantor or a Qualifying Tenant to finance the acquisition of any equipment necessary to perform services for such Tenant, the Lease Guarantor or such Qualifying Tenant and (b) any Refinancing of any of the foregoing;

(15)trade payables incurred in the ordinary course of business (but not for borrowed money) and (A) not more than ninety (90) days past due or (B) being contested in good faith by appropriate proceedings;

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

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

(18)obligations of the Company Parties under the Project Documents or any Additional Project Documents incurred in the ordinary course of business (including any guarantees made, or letters of credit issued, pursuant to or otherwise in connection with the Project Documents or any Additional Project Documents) to the extent such amounts are (A) not overdue by more than ninety (90) days or (B) being contested in good faith and by appropriate proceedings and in respect of which adequate reserves are in place in accordance with the Company Parties’ standard accounting practices;

(19)to the extent constituting Debt, reimbursement and other payment obligations not constituting Debt for borrowed money owed by any Company Party in respect of a Shared Facilities Arrangement that is effected pursuant to and subject to a Shared Facilities Agreement;

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

Account to be equal to the Debt Service Reserve Required Amount, or (b) that do not accrue cash interest and (y) any Refinancing of any of the foregoing;

(21)(x) solely following the occurrence of the Final Commencement Date, (i) Debt of the Company Parties in an aggregate principal amount at any time outstanding pursuant to this subclause (x) not to exceed an amount equal to the result of (A) the Full Budgeted Cost of Construction with respect to the Project, minus (B) the aggregate principal amount of Notes issued on the Issue Date, minus (C) the Debt Service Reserve Required Amount as of the applicable date of determination, and (ii) any Refinancing thereof and (y) solely following the occurrence of the “final commencement date” (or equivalent term) of any Additional Project, (i) Debt of the Company Parties in an aggregate principal amount at any time outstanding pursuant to this subclause (y) not to exceed an amount equal to the result of (A) the Full Budgeted Cost of Construction with respect to such Additional Project, minus (B) the aggregate principal amount of Additional Project Debt issued on the closing or issue date, as applicable, for such Additional Project Debt, minus (C) the “debt service reserve required amount” (or equivalent term) for such Additional Project as of the applicable date of determination, and (ii) any Refinancing thereof;

(22)Debt incurred to the extent that the net proceeds thereof are promptly deposited with the Trustee to satisfy and discharge the Notes or exercise the Issuer’s exercise of its Legal Defeasance option or Covenant Defeasance option as set forth in Article 8;

(23)to the extent not constituting Debt for borrowed money, Debt in connection with any transaction not prohibited by Sections 4.05, 4.06, 4.13 and 4.18, and Article 5;

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

(25)[reserved];

(26)Debt incurred by the Company Parties constituting reimbursement obligations with respect to letters of credit, bank guarantees, banker’s acceptances, warehouse receipts, or similar instruments issued or created, or relating to obligations or liabilities incurred, in the ordinary course of business, including letters of credit in favor of suppliers, customers or trade creditors or in respect of workers’ compensation claims, performance or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement type obligations regarding workers’ compensation claims, performance or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance;

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

connection with the acquisition or disposition of any business, assets, a Subsidiary or Investment, and Debt arising from guarantees, letters of credit, bank guarantees, surety bonds, performance bonds or similar instruments securing performance of the Issuer or any Subsidiary pursuant to such agreements;

(28)Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes);

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

(30)(a) Debt owed on a short-term basis to banks and other financial institutions that arises in connection with ordinary banking arrangements to manage cash balances of the Company Parties and (b) Debt in respect of Cash Management Obligations;

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

(32)Debt attributable to (but not incurred to finance) the exercise of appraisal rights and the settlement of any claims or actions (whether actual, contingent or potential) with respect thereto, in each case, with respect to any transaction permitted under this Indenture; and

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

(b)For purposes of determining compliance with, and the outstanding principal amount of any particular Debt incurred pursuant to and in compliance with, this Section 4.04:

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

(2)additionally, all or any portion of any item of Debt may later be reclassified as having been incurred pursuant to any type of Debt described in Section 4.04(a) so long as such Debt is permitted to be incurred pursuant to such provision and any related Liens are permitted to be incurred at the time of reclassification;

(3)all Debt outstanding on the Issue Date under the Notes shall be deemed incurred on the Issue Date under Section 4.04(a)(2)(x) and may not, in whole or in part, be subsequently reclassified;

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

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

(5)guarantees of, or obligations in respect of letters of credit, bankers’ acceptances or other similar instruments relating to, or Liens securing, Debt that is otherwise included in the determination of a particular amount of Debt shall not be included;

(6)if obligations in respect of letters of credit, bankers’ acceptances or other similar instruments are incurred pursuant to any Credit Facility and are being treated as incurred pursuant to any clause of this paragraph and the letters of credit, bankers’ acceptances or other similar instruments relate to other Debt, then such other Debt shall not be included;

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

(8)for all purposes under this Indenture, including in connection with the incurrence, issuance or assumption of any Debt pursuant to Section 4.04(a) or the incurrence or creation of any Lien pursuant to the definition of “Permitted Liens,” the Issuer may elect, at its option, to treat all or any portion of the committed amount of any Debt (and the issuance and creation of letters of credit and bankers’ acceptances thereunder) which is to be incurred (or any commitment in respect thereof) or secured by such Lien, as the case may be, as being incurred as of such election date or as of the date of the receipt of any Rating Agency Confirmation, as applicable, and, if such provision of this Indenture, as applicable, is complied with (or satisfied) with respect thereto on such election date or on the date of such Rating Agency Confirmation, any subsequent borrowing or reborrowing thereunder (and the issuance and creation of letters of credit and bankers’ acceptances thereunder) will be deemed to be permitted under this Section 4.04 or the definition of “Permitted Liens,” as applicable, whether or not such provision of this Indenture, as applicable, at the actual time of any subsequent borrowing or reborrowing (or issuance or creation of letters of credit or bankers’ acceptances thereunder) is complied with (or satisfied) for all purposes (including as to the absence of any continuing Default or Event of Default); and

(9)notwithstanding anything in this Section 4.04 to the contrary, in the case of any Debt incurred to refinance Debt initially incurred in reliance on Sections 4.04(a)(1) through (33) measured by reference to a percentage of any metric or measure at the time of incurrence, if such refinancing would cause the percentage of such metric or measure restriction to be exceeded if calculated based on the percentage of such metric or measure on the date of such refinancing, such percentage of such metric or measure restriction shall not be deemed to be exceeded so long as the principal amount of such refinancing Debt does not exceed the principal amount of such Debt being refinanced, plus accrued and unpaid interest, dividends, premiums (including tender premiums), defeasance costs, underwriting discounts,

fees, costs and expenses (including original issue discount, upfront fees or similar fees) in connection with such refinancing.

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

(d)For purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Debt, the Dollar equivalent principal amount of Debt denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Debt is incurred to refinance other Debt denominated in a foreign currency, and such refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Debt does not exceed (a) the principal amount of such Debt being refinanced plus (b) the aggregate amount of accrued and unpaid interest, dividends, premiums (including tender premiums), defeasance costs, underwriting discounts, fees, costs and expenses (including original issue discount, upfront fees or similar fees) in connection with such refinancing.

(e)Notwithstanding any other provision of this Section 4.04, the maximum amount of Debt that the Company Party may incur pursuant to this Section 4.04 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Debt incurred to refinance other Debt, if incurred in a different currency from the Debt being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Debt is denominated that is in effect on the date of such refinancing.

Section 4.05 Limitation on Restricted Payments.

(a)Each Company Party shall not, directly or indirectly:

(1)declare or pay any dividend or make any payment or distribution on account of such Company Party’s Equity Interests, including any dividend or distribution payable in connection with any merger, amalgamation or consolidation other than:

(a)dividends, payments or distributions by the Issuer payable solely in Equity Interests (other than Disqualified Equity Interests) of the Issuer or in options, warrants or other rights to purchase such Equity Interests (other than Disqualified Equity Interests); or

(b)dividends, payments or distributions by any Subsidiary Guarantor so long as, in the case of any dividend, payment or distribution payable on or in respect of any class or series of securities issued by any Subsidiary Guarantor, the Issuer or any Subsidiary Guarantor, directly or indirectly, receives at least its pro rata share of such dividend, payment or distribution in accordance with its Equity Interests in such class or series of securities;

(2)redeem, purchase, repurchase, defease or otherwise acquire or retire for value any Equity Interests of the Issuer or any parent entity of the Issuer, including in

connection with any merger, amalgamation or consolidation, in each case, held by a Person other than a Company Party;

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

(a)Debt permitted to be incurred or issued under Section 4.04(a)(4);

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

(c)any fees incurred in connection with Subordinated Debt; or

(d)the prepayment, redemption, purchase, repurchase, defeasance, discharge or other acquisition or retirement of Subordinated Debt in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one (1) year of the date of prepayment, redemption, purchase, repurchase, defeasance, discharge or acquisition or retirement; or

(4)make any Restricted Investment

(all such payments and other actions set forth in clauses (1) through (4) above (other than any exceptions thereto) being collectively referred to as “Restricted Payments”).

(b)The provisions of Section 4.05(a) will not prohibit the following: Restricted Payments by the Issuer up to an amount equal to the Permitted Tax Distribution Amount for each applicable Tax period; provided, that the Debt Service Reserve Account shall be funded at such date in an aggregate amount no less than the then applicable Debt Service Reserve Required Amount;

(2)Restricted Payments to any Company Party;

(3)solely following the occurrence of the Final Commencement Date, Restricted Payments in an aggregate amount not to exceed (A) 50.0% of Net Operating Income for the most recently ended four full fiscal quarters for which financial statements have been delivered or deemed delivered to the Trustee plus (B) so long as the Issuer’s Debt Service Coverage Ratio is no lower than 1.1:1.0 at the time of such Restricted Payment, an amount equal to the sum of (x) (i) the Full Budgeted Cost of Construction with respect to the Project minus (ii) the aggregate principal amount of the Initial Notes plus (y) (i) the Full Budgeted Cost of Construction with respect to any Additional Project minus (ii) the aggregate principal amount of Additional Project Debt issued on the closing or issue date, as applicable for such Additional Project Debt;

(4)payment of cash dividends by any Company Party so long as the proceeds thereof are promptly used (or subsequently paid to a parent company) for payment of obligations under or in respect of director and officer insurance policies or similar

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

(5)payments by any Company Party to any controlled affiliates or any parent company of the Issuer for any financial advisory, financing, underwriting or placement services or legal, accounting, structuring, development or administrative services or in respect of other investment banking activities, including in connection with the Transactions, the Project, any Additional Project and other acquisitions or divestitures, which payments are approved by the Board of Directors of such Company Party in good faith;

(6)to the extent constituting a Restricted Payment, Liens not prohibited by Section 4.06; Debt not prohibited by Section 4.04; dispositions not prohibited by Section 4.13; transactions not prohibited by Article 5; Affiliate Transactions not prohibited by Section 4.18; and Permitted Investments;

(7)Restricted Payments in an amount equal to (i) after the occurrence of both: (1) a Data Center Lease Termination Event and (2) the entry into a Qualifying Data Center Lease prior to the occurrence of a Data Center Lease Termination Event of Default, an amount equal to any Data Center Lease Termination Fees received on account of any terminated Data Center Lease and (ii) an amount equal to any Excess Termination Fee Funds;

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

(9)Restricted Payments in an amount equal to the aggregate amount of Declined Asset Sale Proceeds;

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

(11)Restricted Payments by the Issuer in respect of any Pass Through Operating Expenses;

(12)following the occurrence of the Initial Commencement Date, Restricted Payments in an aggregate amount not to exceed, when taken together with the aggregate principal amount of any outstanding Debt incurred in reliance on Section 4.04(a)(3), the Available Retained Excess Cash Flow Amount;

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

(14)following the Final Commencement Date, so long as the Issuer’s Debt Service Coverage Ratio is no lower than 1.1:1.0 at the time of such Restricted Payment, (i) a one-time Restricted Payment equal to the Unused Contingency Amount, and (ii) without duplication of the amount of Restricted Payments made pursuant to the foregoing subclause (i), Restricted Payments equal to the amounts contained in the Notes Proceeds Account;

(15)Restricted Payments equal to the amounts contained in any Distribution Account; provided that such amounts shall be without duplication of amounts included in (i) the Available Retained Excess Cash Flow Amount and providing capacity to make Restricted Payments pursuant to Section 4.05(b)(12) and (ii) the Unused Contingency Amount and providing capacity to make Restricted Payments pursuant to Section 4.04(b)(14)(i), in each case to the extent such amounts are deposited in a Distribution Account;

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

(17)an amount of Restricted Payments equal up to:

(i)100% of the aggregate amount of cash, and the fair market value of property or assets or marketable securities, received by the Issuer from the issue or sale of its Capital Stock or as the result of a merger or consolidation with another Person subsequent to the Issue Date or otherwise contributed to the equity of a Company Party (including the aggregate principal amount of any Debt of a Company Party contributed to a Company Party for cancellation) or that becomes part of the capital of a Company Party through consolidation or merger subsequent to the Issue Date;

(ii)100% of the aggregate amount of cash, and the fair market value of property or assets or marketable securities, received by a Company Party from the issuance or sale by a Company Party subsequent to the Issue Date of any Debt or Disqualified Equity Interests that has been converted into or exchanged for Capital Stock of the Issuer plus, without duplication, the amount of any cash, and the fair market value of property or assets or marketable securities, received by the Company Party upon such conversion or exchange;

(iii)100% of the aggregate amount received in cash and the fair market value, as determined in good faith by the Issuer, of marketable securities or other property received by means of: (i) the sale or other disposition of, or other returns on Investment from, Restricted Investments made by any Company Party and repurchases and redemptions of, or cash distributions or cash interest received in respect of, such Investments from any Company Party and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments by any Company Party, in each case after the Issue Date; or (ii) a dividend from a Person that is not a Subsidiary Guarantor after the Issue Date;

(18)to the extent constituting a Restricted Payment, payments required to be paid pursuant to and in accordance with the Shared Facilities Agreement;

(19)Restricted Payments in an aggregate amount equal to any reimbursement obligations incurred pursuant to Section 4.04(a)(20)(x)(a)(ii);

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

(21)payments or distributions to dissenting equityholders pursuant to Applicable Law (including in connection with, or as a result of, exercise of appraisal rights and the settlement of any claims or action (whether actual, contingent or potential)), pursuant to or in connection with any Permitted Investment or a consolidation, merger or transfer of assets that complies with, or is not prohibited by, Article 5;

(22)the repurchase, redemption or other acquisition of Equity Interests of the Company Parties deemed to occur in connection with paying cash in lieu of fractional shares of such Equity Interests in connection with a share dividend, distribution, share split, reverse share split, merger, consolidation, amalgamation or other business combination of the Issuer or Subsidiary Guarantor, in each case, permitted under this Indenture;

(23)[reserved];

(24)Restricted Payments in an aggregate amount not to exceed any rebates or other amounts received by the Issuer from any Governmental Entity (including any sales and use taxes and any qualified jobs rebates);

(25)other Restricted Payments in an aggregate amount not to exceed $15.0 million; and

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

For purposes of determining compliance with this Section 4.05, in the event that a Restricted Payment or Investment (or portion thereof) meets the criteria of more than one of the categories described in the clauses above, or is permitted pursuant to one or more of the clauses contained in the definition of “Permitted Investment,” the Issuer will be entitled to divide or classify (or later divide, classify or reclassify in whole or in part in its sole discretion) such Restricted Payment or Investment (or portion thereof) in any manner that complies with this Section 4.05, including as an Investment pursuant to one or more of the clauses contained in the definition of “Permitted Investment.” To the extent any Investment or Restricted Payment is made on a single date, the Company Parties may determine the order in which, and the provision pursuant to which, each such Investment or Restricted Payment is made in their sole discretion.

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

In connection with any commitment, definitive agreement or similar event relating to an Investment, the applicable Company Party may designate such Investment as having occurred on the date of the commitment, definitive agreement or similar event relating thereto (such date, the “Election Date”) if, after giving pro forma effect to such Investment and all related transactions in connection therewith and any related pro forma adjustments, any Company Party would have been permitted to make such Investment on the relevant Election Date in compliance with this Indenture, and any related subsequent actual making of such Investment will be deemed for all purposes under this Indenture to have been made on such Election Date, including for purposes of calculating any ratio, compliance with any test, usage of any baskets hereunder (if applicable) and Net Operating Income and Debt Service Coverage Ratio and for purposes of determining whether there exists any Default or Event of Default (and all such calculations on and after the Election Date until the termination, expiration, passing, rescission, retraction or rescindment of such commitment, definitive agreement or similar event shall be made on a pro forma basis giving effect thereto and all related transactions in connection therewith).

If a Company Party makes a Restricted Payment which at the time of the making of such Restricted Payment would in the good faith determination of the Issuer be permitted under the provisions of this Indenture, such Restricted Payment shall be deemed to have been made in compliance with this Indenture notwithstanding any subsequent adjustments made in good faith to the Issuer’s financial statements for any period.

Section 4.06 Limitation on Liens.

No Company Party shall create, incur, assume or permit to exist any Lien on any Collateral now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, in each case, except Permitted Liens.

With respect to any Lien securing Debt that was permitted to secure such Debt at the time of the incurrence of such Debt, such Lien shall also be permitted to secure any Increased Amount of such Debt. The “Increased Amount” of any Debt shall mean any increase in the amount of such Debt in connection with any accrual of interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Debt with the same terms, accretion of original issue discount or liquidation preference and increases in the amount of Debt outstanding solely as a result of fluctuations in the exchange rate of currencies or increases in the value of property securing Debt.

Section 4.07 [Reserved].

Section 4.08 [Reserved].

Section 4.09 Reports.

(a)The Issuer shall furnish to the Trustee and the Holders:

(1)Within sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year beginning with the Fiscal Quarter ending September 30, 2026 (provided that the quarterly reports for the Fiscal Quarters ending September 30, 2026, March 31, 2027 and June 30, 2027 shall be furnished within seventy-five (75) days after the end of the Fiscal Quarter), the unaudited consolidated balance sheet of the Issuer as at the end of such Fiscal Quarter and the related consolidated unaudited statements of operations, members’ equity and cash flows of the Issuer

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

(2)(i) Within one hundred twenty (120) days after the end of each Fiscal Year beginning with the Fiscal Year ending December 31, 2026 (provided that the annual report for the Fiscal Year ending on or about December 31, 2026 shall be furnished within one hundred fifty (150) days after the end of such Fiscal Year), the audited consolidated financial statements of the Issuer, together with the related balance sheet, statements of operations, members’ equity and cash flows for such Fiscal Year; and (ii) with respect to such financial statements referred to in the foregoing clause (i), a report thereon of any independent auditors of recognized national standing selected by the Issuer in good faith; provided, however, that the information required pursuant to this clause (2) for the Fiscal Year ending December 31, 2026 may be unaudited and need not include a report thereon of any independent auditor.

(3)The Issuer or a parent of the Issuer shall participate in a telephonic meeting (which shall include a discussion of the status of the development of the Project if the Final Commencement Date has not, as of such date, occurred) with the Holders within ten (10) Business Days of delivering financial statements pursuant to clause (2) of this Section 4.09(a), to be held at such reasonable time as may be determined by the Issuer. The Issuer or a parent of the Issuer will provide notice to Holders through the facilities of DTC, by issuing a press release to an internationally recognized wire service or by posting a notice on a website (which may be non-public and may be password-protected) hosted by the Issuer or by a third party, in each case, at least three (3) Business Days prior to the date of the conference call, announcing the time and date of such conference call and either including all information necessary to access the call or directing Holders to the appropriate contact at the Issuer to obtain such information.

(4)Within fifteen (15) Business Days of the date on which a Lease Guarantor is required to report its Tangible Net Worth to the Issuer pursuant to any Lease Guarantee, (i) in the case of each fiscal year of such Lease Guarantor, the Tangible Net Worth amount of such Lease Guarantor and (ii) in the case of each other fiscal quarter of such Lease Guarantor, a confirmation report that such Lease Guarantor satisfies the Tangible Net Worth requirements pursuant to the Lease Guarantee.

(b)The Issuer will be deemed to have satisfied its obligation to deliver information under clauses (a)(1), (2) and (4) of this Section 4.09 if such information is filed or furnished with the SEC by any Person for public availability or is posted on a website (which may be non-public and may be password-protected) hosted by the Issuer or by a third party, in each case within the applicable time periods specified above. The Issuer will make such information readily available to any bona fide prospective investor, any securities analyst (to the extent providing analysis of investment in the Notes) or any market maker in the Notes who agrees to treat such information as confidential; provided that the Issuer shall post such information thereon and make readily available any password or other login information to any such bona fide prospective investor, securities analyst or market maker; provided, however, that the Issuer may deny access to any information or reports otherwise to be provided pursuant to this Section 4.09 to any such Holder, beneficial owner, bona fide prospective investor, securities analyst or market maker that is a competitor or to the extent that the Issuer determines in its sole discretion that the provision of such

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

(c)To the extent that any information required by this Section 4.09 is not delivered to Holders within the applicable time periods specified above and such information is subsequently delivered, the Issuer will be deemed to have satisfied its obligations under this Section 4.09 with respect to such information and any default or Event of Default with respect thereto will be deemed to have been cured and any acceleration of the Notes resulting therefrom will be deemed to have been rescinded so long as such rescission would not conflict with any applicable judgment or decree.

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

(e)To the extent any such reports, information and documents are delivered to the Trustee, such delivery is for informational purposes only and the Trustee’s receipt of such will not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including compliance by the Company Parties with any of their covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Trustee shall have no duty to review or analyze reports delivered under this provision. The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, any Person’s compliance with the covenants described above or with respect to any reports or other documents filed under this Indenture. The Trustee shall have no obligation whatsoever to determine whether such information, documents or reports have been delivered as described above or posted on any website, or to participate in any conference calls. Upon request of the Trustee, the Issuer shall provide the Trustee with copies of any information or documents posted to any non-public and/or password-protected website.

Section 4.10 [Reserved].

Section 4.11 Offer to Repurchase Upon a Change of Control.

(a)If a Change of Control Trigger Event occurs, unless a third party makes a Change of Control Offer or the Issuer has previously or substantially concurrently therewith delivered a redemption notice with respect to all the outstanding Notes as described in Section 4.11(f), each Holder will have the right to require the Issuer to make an offer to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to a change of control offer (the “Change of Control Offer”) on the terms set forth in this Indenture. In the Change of Control Offer, the Issuer will offer a payment (the “Change of Control Payment”) in cash equal to 101.000% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, on the Notes to, but excluding, the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.

(b)Within thirty (30) days following any Change of Control Trigger Event, the Issuer shall mail (or deliver electronically) a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date for payment specified in the notice (the “Change of Control Payment Date”), which date will be no earlier than ten (10) days and no later than sixty (60) days from the date such notice is mailed or delivered, pursuant to the procedures required by this Indenture and described in such notice. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the offer to repurchase the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws, rules or regulations conflict with the provisions of this Section 4.11, the Issuer shall comply with the applicable securities laws, rules and regulations, including Rule 14e-1 under the Exchange Act, and shall not be deemed to have breached its obligations under this Section 4.11 by virtue of such compliance. The Issuer may rely on any no-action letters issued by the SEC indicating that the staff of the SEC will not recommend enforcement action in the event a tender offer satisfies certain conditions.

(c)On the Change of Control Payment Date, the Issuer shall, to the extent lawful:

(1)accept for payment all Notes or portions of Notes validly tendered pursuant to the Change of Control Offer;

(2)deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes validly tendered; and

(3)deliver or cause to be delivered to the Trustee the Notes validly tendered together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer.

The Paying Agent shall promptly deliver to each Holder of Notes validly tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note shall be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Issuer shall notify the Holders and the Trustee of the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

(d)The provisions described above that require the Issuer to make a Change of Control Offer following a Change of Control Trigger Event will be applicable whether or not any other provisions of this Indenture are applicable.

(e)Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders to require that the Issuer make an offer to repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

(f)The Issuer shall not be required to make a Change of Control Offer upon a Change of Control Trigger Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under the Change of Control Offer in accordance with the terms thereof, or (2) notice of redemption with respect to all outstanding Notes has been previously given or is concurrently given pursuant to Section 3.03 hereof, unless and until there is a default in payment of the applicable redemption price. A Change of Control Offer may be made in advance of a Change of Control Trigger Event, with the obligation to pay and the timing of payment conditioned upon the occurrence of a Change of Control Trigger Event, if a definitive agreement to effect a Change of Control is in place at the time the Change of Control Offer is made.

(g)A Change of Control Offer may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of any of the Notes Documents (but the Change of Control Offer may not condition tenders on the delivery of such consents). In addition, the Issuer or any third party that is making the Change of Control Offer may, subject to Applicable Law, increase the Change of Control Payment being offered to Holders at any time in its sole discretion.

Section 4.12 [Reserved].

Section 4.13 Asset Sales and Casualty Events

(a)Each Company Party shall not consummate an Asset Sale unless:

(1)the Company Party receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, in connection with such Asset Sale) at the time of such Asset Sale at least equal to the Fair Market Value (measured at the time of contractually agreeing to such Asset Sale and as determined in good faith by the Issuer) of the assets sold or otherwise disposed of; and

(2)except in the case of a Permitted Asset Swap, at least 75.0% of any consideration in excess of $50.0 million received (or to be received) for such Asset Sale by the Company Parties is in the form of Cash or Cash Equivalents.

(b)Within three hundred sixty five (365) days (or, during the Construction Period, with respect to the Net Cash Proceeds of any Casualty Event, thirty (30) days), or such longer period as may be required to comply with Applicable Law or governmental approvals, after the later of (A) the date of any Asset Sale or Casualty Event and (B) receipt of any Net Cash Proceeds from any Asset Sale or Casualty Event, in each

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

(1)to prepay, repay or purchase or make an offer to prepay, repay or purchase (A) the Notes and/or (B) any other Debt that is secured by Liens on the Collateral on a pari passu basis with the Notes (“Pari Passu Debt”) on a no greater than pro rata basis relative to the amount of any prepayment, repayment or purchase of the Notes pursuant to clause (A) or the amount of any offer to repurchase the Notes pursuant to the procedures for an Asset Sale/Casualty Event Offer described below (whether or not any Notes are tendered in such Asset Sale/Casualty Event Offer described below) or as otherwise permitted by the terms of such Pari Passu Debt; provided that to the extent the Issuer or any Subsidiary Guarantor makes an offer to redeem, prepay, repay or purchase any Debt pursuant to this clause (1), to the extent the relevant creditors do not accept such offering, the Company Parties will be deemed to have applied an amount of applicable Net Cash Proceeds equal to such amount not so accepted in such offer, and such amount shall not increase the amount of Excess Proceeds (and such amount shall instead constitute Declined Asset Sale Proceeds);

(2)to invest in the Project or any Additional Project (including, without limitation, to (i) pay any construction costs related to the development of the Project or such Additional Project, (ii) acquire, maintain, develop, construct, improve, upgrade, or repair any asset used or useful for the Project or such Additional Project or (iii) make capital expenditures related to the Project or such Additional Project);

(3)to invest in the business of any Company Party (including, without limitation, to (i) acquire, maintain, develop, construct, improve, upgrade, or repair any asset used or useful in such business or to make any acquisition or other investment in a Similar Business or (ii) make capital expenditures) (provided that, with respect to Asset Sales, application of Net Cash Proceeds in accordance with this clause (3) will only be permitted after the conclusion of the Construction Period); or

(4)any combination of the foregoing;

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

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

(c)Any Net Cash Proceeds from the Asset Sale or Casualty Event covered by this Section 4.13 that are not invested or applied as provided and within the time period set forth in this Section 4.13 will be deemed to constitute “Excess Proceeds”. No later than twenty (20) Business Days after the date that the aggregate amount of Excess Proceeds exceeds $15.0 million, the Issuer shall make an offer to all Holders of the Notes (an “Asset Sale/Casualty Event Offer”) and, if required or permitted by the terms of any other Pari Passu Debt or to the extent the assets disposed of in the Asset Sale were not Collateral, on a pro rata basis to the holders of such Pari Passu Debt, to purchase the maximum aggregate principal amount of the Notes and such Pari Passu Debt that may be purchased out of the Excess Proceeds at an offer price, in the case of the Notes only, in cash in an amount equal to 100.000% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding the date fixed for the repurchase of such Notes pursuant to such offer, in accordance with the procedures set forth in this Indenture and, if applicable, the documents governing such Pari Passu Debt. The Issuer will commence an Asset Sale/Casualty Event Offer by sending the notice required pursuant to the terms of this Indenture, with a copy to the Trustee. The Issuer may satisfy the foregoing obligation with respect to such Net Cash Proceeds from an Asset Sale or Casualty Event by making an Asset Sale/Casualty Event Offer in advance of being required to do so by this Indenture (an “Advance Offer”) with respect to all or part of the available Net Cash Proceeds arising in respect of such Asset Sale or Casualty Event (the “Advance Portion”). Any Advance Offer may be modified, withdrawn, or superseded by the Issuer prior to acceptance to the extent permitted by Applicable Law. An Asset Sale/Casualty Event Offer or Advance Offer may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of this Indenture, the Notes, Subsidiary Guarantees and/or Security Agreement (but the Asset Sale/Casualty Event Offer or Advance Offer may not condition tenders on the delivery of such consents).

(d)To the extent that the aggregate principal amount of Notes tendered pursuant to an Asset Sale/Casualty Event Offer is less than the Excess Proceeds (or, in the case of an Advance Offer, the Advance Portion) (any such remaining Excess Proceeds, the “Declined Asset Sale Proceeds”), the Company Parties may use such Declined Asset Sale Proceeds in any manner not prohibited by this Indenture. If the aggregate principal amount of Notes tendered pursuant to an Asset Sale/Casualty Event Offer exceeds the amount of Excess Proceeds (or, in the case of an Advance Offer, the Advance Portion), the Issuer shall select the Notes (subject to applicable DTC procedures as to global notes), to be purchased or repaid on a pro rata basis to the extent practicable based on the aggregate principal amount of the Notes, with adjustments as necessary so that no Notes will be repurchased in an unauthorized denomination; provided, that no Notes of $2,000 or less shall be repurchased in part. Upon completion of any such Asset Sale/Casualty Event Offer, the amount of Excess Proceeds shall be reset at zero (regardless of whether there are any remaining Excess Proceeds upon such completion), and in the case of an Advance Offer, the Advance Portion shall be excluded in subsequent calculations of Excess Proceeds.

(e)Notwithstanding anything to the contrary herein, in no event shall any Company Party consummate an Asset Sale of or with respect to any material portion of the Building or any material portion of the Real Estate Assets related thereto except as otherwise permitted by the provisions of this Indenture (it being understood that the foregoing limitation shall not apply to any other buildings or Real Estate Assets (including buildings (other than the Building) or Real Estate Assets (other than Real Estate Assets relating to the Building) used in connection with any Additional Project)).

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

(1)any liabilities (as shown on the Issuer’s most recent consolidated balance sheet or in the footnotes thereto) of the Company Parties, other than contingent liabilities and liabilities that are by their terms subordinated in right of payment to the Notes, that are assumed by the transferee of any such assets and for which any Company Party has been validly released by all creditors in writing;

(2)any securities, notes or other obligations received by any Company Party from such transferee that are converted into cash within one hundred eighty (180) days of the receipt of such securities, notes or other obligations, to the extent of the cash received in that conversion;

(3)(A) any stock or assets acquired in connection with a reinvestment of the Net Cash Proceeds to acquire (x) all or substantially all of the assets of, or any Capital Stock of, another Person engaged primarily in a Similar Business, if, after giving effect to any such acquisition of Capital Stock, such Person is or becomes a Company Party and (y) other assets (that are not inventory or working capital unless the sold assets were inventory or working capital) that are used or useful in a Similar Business, and (B) any stock or assets as described in the preceding clauses (A)(x) and (A)(y) acquired in exchange for the assets being disposed of pursuant to the respective Asset Sale; and

(4)any Designated Noncash Consideration received by a Company Party in such Asset Sale having an aggregate Fair Market Value not to exceed $30.0 million at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured in good faith at the time received by such Company Party and without giving effect to subsequent changes in value.

(g)The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale/Casualty Event Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.13, the Issuer will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.13 in any respect by virtue of such compliance. The Issuer may rely on any no-action letters issued by the SEC indicating that the staff of the SEC will not recommend enforcement action in the event a tender offer satisfies certain conditions.

Section 4.14 [Reserved].

Section 4.15 [Reserved].

Section 4.16 [Reserved].

Section 4.17 Partnerships; Formation of Subsidiaries

No Company Party shall, after the Issue Date, (i) become a general partner in any general or limited partnership or Joint Venture, (ii) acquire any Subsidiary or (iii) organize any Subsidiary (other than as

provided by the last paragraph of Section 4.19). To the extent any new Subsidiary is formed in accordance with the last paragraph of Section 4.19, the Issuer shall take, or cause to be taken, all such actions as are required to obtain the Rating Agency Confirmation contemplated by such paragraph, including, if applicable, to (x) cause such Subsidiary to be a Company Party for all purposes of this Indenture and the other Notes Documents and/or (y) cause such Subsidiary to (A) execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary shall unconditionally guarantee the Notes Obligations and this Indenture on the terms set forth in this Indenture, (B) to pledge such Subsidiary’s assets (other than Excluded Property) as Collateral, and/or (C) cause an opinion of counsel (which may contain assumptions as to due authorization, execution and delivery and contain customary exceptions) to be executed and delivered to the Trustee that such supplemental indenture constitutes a legal, valid, binding and enforceable obligation of such Subsidiary (and thereafter, such Subsidiary shall be a Subsidiary Guarantor for all purposes of this Indenture until released from its Subsidiary Guarantee in accordance with the provisions of this Indenture).

Section 4.18 Transactions with Affiliates

No Company Party will make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with any Affiliate of the Issuer (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of (at the time of the relevant transaction) $15.0 million, unless such Affiliate Transaction is on terms, taken as a whole, that are not materially less favorable to all of the Company Parties taken as a whole than those that would have been obtained in a comparable transaction by such Company Parties with an unrelated Person on an arm’s-length basis, or such Affiliate Transaction is otherwise fair to such Company Party from a financial point of view, as determined in good faith by the Issuer and when such transaction is considered in its entirety.

The foregoing provisions shall not apply to the following:

(1)reasonable fees and compensation paid to and indemnities provided for or on behalf of all officers, directors, members of management, managers, employees, members, partners, consultants or independent contractors of any Company Party, as well as compensation to Affiliates in connection with financial advisory, consulting, financing, underwriting or placement services or in respect of other investment banking activities and other transaction fees, including in connection with any acquisitions or divestitures, in each case as determined in good faith by such Company Party’s Board of Directors or senior management;

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

(3)payments by any Company Party to reimburse any of its Affiliates for their reasonable out-of-pocket expenses, and to indemnify them, pursuant to the terms of their respective Organizational Documents;

(4)the Transaction Documents in effect on the Issue Date or that are contemplated by the Issue Date Budget entered into by any Company Party with any one or more of its Affiliates, and in each case the transactions expressly contemplated thereby, and any Replacement Project Contracts in respect thereof (provided that such Replacement Project Contracts are not

materially less favorable to any Company Parties party thereto than the Project Documents they replace as determined by the Issuer in good faith), and any Additional Transaction Documents;

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

(6)transactions with customers, clients, franchisees, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case, in the ordinary course of business and otherwise in compliance with the terms of this Indenture, which are fair to such Company Party (as determined in good faith by the Issuer), or are on terms at least as favorable, in all material respects, as might reasonably have been obtained at such time from an unaffiliated party (as determined in good faith by the Issuer);

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

(8)any contribution to the capital of the Company Parties;

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

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

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

(12)any transaction between or among any Company Party and/or one or more Joint Ventures with respect to which any Company Party holds Equity Interests (or any entity that becomes a Company Party or a joint venture, as applicable, as a result of such transaction) to the extent not prohibited by this Indenture;

(13)any transaction in which a Company Party delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the relevant Company Party from a financial point of view or stating that the terms are not materially less favorable, when taken as a whole, to the Company Parties than those that would have been obtained in a comparable transaction by the Company Party with an unrelated Person on an arm’s length basis;

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

(15)transactions and contracts entered into in connection with the issuance of the Notes or any Additional Project Debt, and, in each case, any amendment, modification, extension or replacement thereof not prohibited by this Indenture;

(16)any lease entered into between any Company Party, on the one hand, and any Affiliate of the Issuer, on the other hand, which is approved by the Board of Directors of the Issuer or an authorized committee or representative thereof or is entered into in the ordinary course of business;

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

(18)any transition services arrangement, supply arrangement or similar arrangement entered into in connection with or in contemplation of the disposition of assets or Equity Interests in any Company Party not prohibited by Section 4.13 or entered into in the ordinary course of business, in each case, that the Board of Directors of the Issuer determines is either fair to the Issuer or otherwise on customary terms for such type of arrangements in connection with similar transactions;

(19)[reserved];

(20)payments to and from, and transactions with, any Joint Ventures entered into in the ordinary course of business, or consistent with industry norm (including any cash management activities related thereto);

(21)transactions undertaken in good faith (as certified by a responsible financial or accounting officer of the Issuer in an Officer’s Certificate) for the purposes of improving the consolidated tax efficiency of the Issuer and its Subsidiaries and not for the purpose of circumventing any covenant set forth in this Indenture; provided that, after giving effect to any such transaction, the security interest of the Collateral Agent in the Collateral, taken as a whole, is not materially impaired;

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

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

to the Project, any Additional Project or the Project Site, including such delivery that is temporary or that arises from a behind-the-meter solution; the master planning of the data center campus in which the Project or any Additional Project is situated and any agreements related thereto, including, without limitation, any declaration, reciprocal easement, condominium association, or other agreement; any equipment, including any equipment used to deliver power to the property that is in addition to the power provided by any power provider; the provision of any services related to equipment used in connection with the Project, any Additional Project or the Project Site; and the sale or purchase of any products, components or other property that is used in connection with the Project or any Additional Project;

(24)[reserved];

(25)any sale, lease, sale and leaseback, assignment, conveyance, license, transfer or other disposition, and any other agreement, contract or transaction, in each case in connection with any Shared Facilities Arrangement that is effected pursuant to and subject to a Shared Facilities Agreement;

(26)transactions contemplated by or permitted pursuant to the Project Documents and any Additional Project Documents, and any amendments or modifications to any Project Documents (including any change orders thereunder) to the extent permitted under Section

4.21 and any amendments or modifications to any Additional Project Documents; and

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

If any Company Parties (i) purchase or otherwise acquire assets or properties from a Person that is not an Affiliate, the purchase or acquisition by an Affiliate of the Company Parties of an interest in all or a portion of the assets or properties acquired shall not be deemed an Affiliate Transaction (or cause such purchase or acquisition by the Company Parties to be deemed an Affiliate Transaction) or (ii) sell or otherwise dispose of assets or other properties to a Person who is not an Affiliate, the sale or other disposition by an Affiliate of the Company Parties of an interest in all or a portion of the assets or properties sold shall not be deemed an Affiliate Transaction (or cause such sale or other disposition by the Company Parties to be deemed an Affiliate Transaction).

Section 4.19 Special Purpose Entity

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

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

Additional Project, (iv) the assignment, transfer, subdivision, conveyance, leasing, licensing, encumbering or otherwise utilization, commercialization, exploitation or disposition in any way, from time to time, of all or any portion of the Excess Property in the Issuer’s or such Subsidiary Guarantor’s sole discretion, (v) the entry into and performance of any Shared Facilities Agreement, and any other agreement, contract or transaction in connection with any Shared Facilities Arrangement that is effected pursuant to and subject to a Shared Facilities Agreement, and (vi) such other activities as are reasonably related, ancillary, incidental or complementary thereto or otherwise not prohibited by this Indenture;

(b)acquire or own any material assets other than (i) any assets owned as of the Issue Date, (ii) the Project, any Additional Projects, any Shared Facilities and any Excess Property, (iii) any incidental property as may be necessary or desirable for the development and operation of the Project, any Additional Projects, any Shared Facilities and any Excess Property, (iv) the Equity Interests of the Company Parties or any other Subsidiary of the Issuer, (v) rights under the Transaction Documents and any Additional Transaction Documents, (vi) Cash, Cash Equivalents and deposit and securities accounts and (vii) such other assets which are reasonably related, ancillary, incidental or complementary thereto;

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

(d)[reserved];

(e)(i) form, acquire or own any Subsidiary other than in connection with an Additional Project, (ii) own any Equity Interests in any other entity, or make any Investment in any Person other than to the extent not otherwise prohibited hereunder (including to the extent permitted pursuant to Section 4.05);

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

(g)enter into any contract or agreement with any Person (other than another Company Party), (i) except as otherwise not prohibited under the Notes Documents or any Collateral Documents, (ii) the Transaction Documents, any Additional Transaction Documents, any Shared Facilities Agreement, and any other agreement, contract or transaction in connection with any Shared Facilities Arrangement that is effected pursuant to and subject to a Shared Facilities Agreement, in each case, to which it is a party, including, any customary agreements relating to the financing of the Project or any Additional Project, (iii) organizational documents, and (iv) contracts or agreements that are upon terms and conditions that are commercially reasonable and substantially similar to those that would be available at such time on an arm’s-length basis with third parties other than such Person (as determined by the Issuer in good faith);

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

(i)fail to use commercially reasonable efforts to correct promptly any material known misunderstandings regarding the separate identities of the Issuer, on the one hand, and any Affiliate or any principal thereof or any other Person, on the other hand;

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

(k)fail, in any material respect, either to hold itself out to the public as a legal entity separate and distinct from any other Person or to conduct its business, solely in its own name in order not (i) to mislead others as to the identity of the Person with which such other party is transacting business, or (ii) to suggest that it is responsible for the Debt of any third party (including any of its principals or Affiliates (other than as contemplated or permitted pursuant to the Transaction Documents and any Additional Transaction Documents));

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

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

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

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

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

(q)without the consent of a member of the Board of Directors of the Issuer that is independent from the Parent, (i) institute proceedings to be adjudicated bankrupt or insolvent, (ii) institute or consent to the institution of bankruptcy or insolvency proceedings against it, (iii) file a petition seeking or consent to reorganization or relief under any applicable federal or state law related to bankruptcy or insolvency, (iv) seek or consent to the appointment of a receiver, liquidator, provisional liquidator, assignee, trustee, sequestrator, collateral agent or any similar official for the Issuer, (v) make any general assignment for the benefit of the Issuer’s creditors, (vi) admit in writing its inability to pay its debts generally as they become due, or (vii) take any corporate action to approve any of the foregoing.

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

Section 4.20 HoldCo Negative Covenant.

HoldCo will (a) not create, incur, assume or permit to exist any Lien on any of the Equity Interests issued by the Issuer and held by HoldCo other than (i) Liens created under the Notes Documents and (ii) Liens not prohibited pursuant to Section 4.06 (with Holdco being deemed, solely for purposes of this Section 4.20, to be subject to such covenant as if it were the Issuer), and (b) use commercially reasonable efforts to preserve, renew and keep in full force and effect its legal existence; provided, that so long as no Event of Default has occurred and is continuing or would result therefrom, HoldCo may merge with any other person (and if it is not the survivor of such merger, the survivor shall assume HoldCo’s obligations, as applicable, under the Notes Documents).

Section 4.21 No Modification of Data Center Lease or Organizational Documents.

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

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

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

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

Section 4.22 Debt Service Reserve Account

The Issuer shall establish and fund or cause to be funded on the Issue Date and shall on each Payment Date cause the Debt Service Reserve Account to be funded so that it contains (after giving effect to all payments of Debt Service due on such Payment Date), a balance in an amount not less than the Debt Service Reserve Required Amount; provided, that if a Data Center Lease Termination Event has occurred, the Issuer shall not be required to replenish the Debt Service Reserve Account until the earlier to occur of

(1) a Data Center Lease Termination Event of Default and (2) the fifteenth (15th) Business Day following the entry into a Qualifying Data Center Lease.

Section 4.23 Project Accounts; Cash Waterfall

(a)The Issuer shall establish the following accounts in the name of the Issuer and/or one or more Subsidiary Guarantors, as applicable (the “Project Accounts”), and maintain such accounts at all times after the establishment thereof, in accordance with the terms hereof (and, for the avoidance of doubt, any single Project Account that is required pursuant to this Indenture may be in the form of multiple accounts, and any Project Account may be an account of either the Issuer or a Subsidiary Guarantor):

(1)an account designated as the “Notes Proceeds Account” which shall be funded with the net proceeds from the offering of the Initial Notes (other than to the extent used to fund the Debt Service Reserve Account and to make payments in respect of the Notes) will be deposited by the Issuer on the Issue Date, which net proceeds shall be used (i) prior to the Final Commencement Date, to fund the construction and other expenses of the Project or any Additional Project, including the payment of Debt Service in respect of the Notes, any operating expenses and the making of any Restricted Payments not prohibited by Section 4.05, and (ii) after the Final Commencement Date, for any purpose not prohibited by this Indenture (the “Notes Proceeds Account”);

(2)an account designated as the “Revenue Account”, which shall be funded with the proceeds of all revenues, payments, cash and proceeds generated from the Project (other than any Data Center Lease Termination Fee and any amounts received in respect of any Excluded Property), in each case that are received by the Issuer and any Subsidiary Guarantors that are not required or permitted to be deposited into another Project Account pursuant to this Indenture, in each case other than to the extent such amounts are permitted to be released from the Revenue Account pursuant to this Indenture (the “Revenue Account”). Funds deposited in the Revenue Account shall be required to be utilized in order of priority as set forth in Section 4.23(g);

(3)an account designated as the “Debt Service Reserve Account”, which shall be funded in accordance with Section 4.22 (the “Debt Service Reserve Account”). The Debt Service Reserve Required Amount may be funded, in addition to funds transferred from the Revenue Account, using any combination of cash, Cash Equivalents, Government Securities, equity contribution proceeds, letters of credit and proceeds of Additional Notes or other Debt. Amounts in the Debt Service Reserve Account shall only be used for Debt Service related to the Notes; provided, that if, on any Payment Date (after giving effect to all payments of Debt Service due on such Payment Date), there is cash in excess of the Debt Service Reserve Required Amount, the Issuer may transfer funds in the Debt Service Reserve Account equal to such excess to a Distribution Account and apply such funds pursuant to Section 4.23(g)(4); and

(4)an account designated as the “Designated Account” which shall be funded with any Data Center Lease Termination Fee paid to the Issuer by the Tenant, the Lease Guarantor or any Qualifying Tenant to the extent payable pursuant to the Data

Center Lease prior to the making of a Termination Fee Offer and which funds that are not Excess Termination Fee Funds shall be used by the Issuer solely to repurchase Notes pursuant to a Termination Fee Offer (the “Designated Account”).

(b)All amounts from time to time held in each Project Account will constitute the property of the Issuer and/or any Subsidiary Guarantors (as applicable) and shall, other than as provided by the Notes Documents, be subject to the Lien in favor of the Collateral Agent (for the benefit of the Notes Secured Parties), and held in the “control” (within the meaning of Section 8-106(d) or Section 9-104, as applicable, of the UCC) of the Collateral Agent for the purposes and on the terms set forth in this Indenture, pursuant to an account control agreement in favor of the Collateral Agent in form and substance reasonably satisfactory to the Collateral Agent. All amounts on deposit in the Project Accounts will constitute the property of the Issuer and a part of the Collateral, and will not constitute payment of any Notes Obligations or any other obligation of the Issuer or any Subsidiary Guarantors. The Project Accounts (and any other accounts of the Company Parties) and the amounts held in such accounts may be invested in items constituting cash, Cash Equivalents or Government Securities, and will only be invested as approved or directed in writing by such Company Party.

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

(d)The Issuer and any Subsidiary Guarantors may use the Project Accounts for any Additional Project(s) in the same manner as the Project Accounts are used for the Project.

(e)Notwithstanding anything to the contrary contained herein, the Company Parties may deposit into any Distribution Account: (1) any Declined Asset Sale Proceeds, (2) any amounts received in respect of any Excluded Property, (3) any Excess Termination Fee Funds, (4) any contributions of Property (including Cash and Cash Equivalents) to the Issuer, and (5) any amounts remaining after the funds in the Revenue Account are applied in accordance with clauses (1) through (3) of Section 4.23(g).

(f)For the avoidance of doubt, the Issuer will be obligated to open and maintain a Designated Account only immediately prior to the receipt of any Data Center Lease Termination Fee, and not beforehand.

(g)The Company Parties shall apply funds in the applicable Revenue Account as follows:

(1)first, to pay operating expenses;

(2)second, to pay any Debt Service in respect of the Notes that is due at such time (in combination with or substitution for amounts in the Debt Service Reserve Account);

(3)third, to the extent the amount then on deposit in the Debt Service Reserve Account is less than the Debt Service Reserve Required Amount and funding is required in accordance with Section 4.22, to fund additional amounts to the Debt Service Reserve Account in an amount sufficient to cause the amounts on deposit in the Debt Service Reserve Account to equal at least the Debt Service Reserve Required Amount, and

(4)fourth, for any other purpose not prohibited by this Indenture.

(h)Notwithstanding the foregoing, (i) all revenues and cash proceeds of the Company Parties that are received by the Company Parties that are to be paid by the Company Parties to utilities, energy or power providers or any other third parties (regardless of whether such revenues are characterized as rent charges under the applicable leases or otherwise), shall not be required to be deposited into the Revenue Account, any Project Account or any other controlled account and may be held by the Company Parties and used to pay such utilities, energy or power providers, or other third parties in a manner not subject to the foregoing requirements, (ii) for purposes of the foregoing requirements, the “operating expenses” of the Company Parties shall include without limitation, whether capitalized or not, all expenditures in respect of the payment of taxes of the Company Parties (but not, for the avoidance of doubt, any taxes of the Issuer’s direct or indirect owners), operating, development, management and administrative expenses payable or reimbursable by the Company Parties, all fees and expenses of the Trustee, the Collateral Agent and other third-party agents, insurance, amounts owing under intercompany contracts the proceeds of which are applied for any purpose specified in this paragraph and capital expenditures of the Company Parties, and (iii) the Company Parties will be permitted to deposit amounts remaining pursuant to Section 4.23(g)(4) in any of their respective accounts in their sole discretion. For the avoidance of doubt, any excess funds in the Debt Service Reserve Account on any Payment Date may be withdrawn by the Issuer and deposited in any of its accounts in its sole discretion.

ARTICLE 5

MERGERS AND CONSOLIDATIONS

Section 5.01 Issuer.

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

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

(2)the Successor Issuer (if other than the Issuer) expressly assumes, via a supplemental indenture, all the Obligations of the Issuer under (x) this Indenture and the Notes and (y) if applicable, prior to a Release Event, the Notes Documents, and in connection therewith shall use commercially reasonable efforts to cause instruments to be filed and recorded and take such other actions as may be required by Applicable Law to perfect or continue the perfection of the Lien created under the Notes Documents on the Collateral owned by or transferred to such other Person, in each case, pursuant to documents in customary form as determined by the Issuer in good faith;

(3)immediately after such transaction, no Event of Default exists;

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

such consolidation or merger are assets of the type which would constitute Collateral under the Notes Documents, the Person formed by or surviving any such consolidation or merger will take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Notes Documents in the manner and to the extent required in this Indenture or any of the Notes Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the Notes Documents;

(5)there has been delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply in all material respects with this Indenture and that all conditions precedent therein relating to such transaction have been complied with; and

(6)the Issuer obtains a Rating Agency Confirmation giving effect to such transaction.

Section 5.02 Subsidiary Guarantors.

(a)Subject to Section 11.03, no Subsidiary Guarantor may, directly or indirectly: (x) consolidate or merge with or into another Person (whether or not such Subsidiary Guarantor is the surviving corporation) or (y) sell, assign, transfer, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to another Person (in each case other than the Issuer or another Subsidiary Guarantor); unless:

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

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

(2)the Successor Subsidiary Guarantor assumes all the Obligations of such Subsidiary Guarantor under (x) this Indenture and the Subsidiary Guarantee and (y) if applicable, prior to a Release Event, the Notes Documents, and in connection therewith shall use commercially reasonable efforts to cause instruments to be filed and recorded and take such other actions as may be required by Applicable Law to perfect or continue the perfection of the Lien created under the Notes Documents on the Collateral owned by or transferred to such other Person, in each case, pursuant to documents in customary form as determined by the Issuer in good faith;

(3)immediately after such transaction, no Event of Default exists;

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

consolidation or merger will take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Notes Documents in the manner and to the extent required in this Indenture or any of the Notes Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the Notes Documents; and

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

Section 5.03 Application.

(a)This Article 5 shall not apply to:

(1)a merger, amalgamation or consolidation solely for the purpose of reincorporating or reorganizing the Issuer or any Subsidiary Guarantor in another jurisdiction or forming a direct or indirect holding company of the Issuer;

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

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

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

(5)any sale, transfer, assignment, conveyance or other disposition of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Issuer or another Subsidiary Guarantor.

Section 5.04 Substitution.

Upon any transaction that is subject to, and that complies with the provisions of, Section 5.01 or Section 5.02 hereof, the Successor Issuer or Successor Subsidiary Guarantor, as applicable, shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Issuer” or a “Subsidiary Guarantor,” as applicable, shall refer instead to the Successor Issuer (and not to the Issuer) or the Successor Subsidiary Guarantor (and not to the Subsidiary Guarantor), as applicable, and may exercise every right and power of the Issuer or Subsidiary Guarantor, as applicable, under this Indenture with the same effect as if the Successor Company or Successor Subsidiary Guarantor, as applicable, had been named as the Issuer or Subsidiary Guarantor, as applicable, herein; provided, however, that the predecessor Issuer shall not be relieved from the obligation to pay the principal of, interest, premium (if any) on the Notes except in the case of a sale of all of the Issuer’s assets in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof.

ARTICLE 6

DEFAULTS AND REMEDIES

Section 6.01 Events of Default.

Each of the following constitutes an “Event of Default” with respect to the Notes:

(1)default for thirty (30) days in the payment when due of interest on the Notes;

(2)default in payment when due of the principal of, or premium, if any, on the Notes;

(3)failure by a Company to comply with any covenant in this Indenture (other than a default specified in clause (1) or (2) of this Section 6.01) in any material respect if such failure shall remain unremedied for sixty (60) days (or one hundred twenty (120) days in the case of Section 4.09) after written notice specifying such failure in reasonable detail by the Trustee or Holders of at least 30% in principal amount of the Notes then outstanding (with a copy to the Trustee if given by the Holders); provided, that if such failure is not capable of remedy within such sixty (60)-day or one hundred twenty (120)-day period, such sixty (60)-day or one hundred twenty (120)-day period shall be extended as may be necessary to cure such failure, such extended period not to exceed ninety (90) days in the aggregate (inclusive of the original sixty (60)-day period) or one hundred fifty (150) days (inclusive of the original 120-day period), as applicable, so long as (A) such Default is susceptible to cure, (B) any Company Party commences and is diligently pursuing a cure in good faith and (C) if such Default has had or could reasonably be expected to have a Material Adverse Effect, such extension of time could not be reasonably expected to result in an additional Material Adverse Effect or exacerbate the existing Material Adverse Effect;

(4)default under any document evidencing any Debt for borrowed money by the Issuer or any Subsidiary Guarantor (or any group of Subsidiary Guarantors) that constitutes a Significant Subsidiary, whether such Debt now exists or is created after the Issue Date, if that default:

(a)is caused by a failure to pay principal when due at final (and not any interim) maturity after giving effect to any grace period provided in such Debt (a “Payment Default”); or

(b)results in the acceleration of such Debt prior to its express maturity (without such acceleration having been rescinded, annulled or otherwise cured),

and, in each case, the principal amount of any such Debt, together with the principal amount of any other such Debt under which there has been a Payment Default or the maturity of which has been so accelerated (without such acceleration having been rescinded, annulled or otherwise cured), aggregates in excess of $25.0 million; provided that this clause (4) shall not apply to (i) secured Debt that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Debt, (ii) any such default that is waived (including during any forbearance period) (including in the form of amendment) by the requisite holders of the applicable item of Debt or contested in good faith by the applicable Company Party and (iii) any Debt that is required to be converted into Qualifying Equity Interests upon the occurrence of certain designated events so long as no payments in cash or otherwise are required to be made in accordance with such conversion;

(5)except as permitted by this Indenture, a Subsidiary Guarantee of any Subsidiary Guarantor (or any group of Subsidiary Guarantors) that constitutes a Significant Subsidiary shall be held in any final and non-appealable judicial proceeding to be unenforceable or invalid or shall cease for any reason (other than in accordance with its terms or as a result of a release permitted under the Notes Documents) to be in full force and effect or any Subsidiary Guarantor (or any group of Subsidiary Guarantors) that constitutes a Significant Subsidiary shall deny or disaffirm in writing its or their obligations under its or their Subsidiary Guarantees;

(6)(a) a court of competent jurisdiction (i) enters an order or decree under any Bankruptcy Law that is for relief against the Issuer or any Subsidiary Guarantor (or any group of Subsidiary Guarantors) that constitutes a Significant Subsidiary in an involuntary case;

SE COSMOS, LLC INDENTURE Dated as of May 7, 2026 COSMOS PLEDGOR, LLC, as HoldCo, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Collateral Agent

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