CONTENTS

THIS AGREEMENT (the “Agreement”) is dated 7 July 2026 and is made

BETWEEN:

each, a “Party” and together, the “Parties”.

“Acceptable Bank” means a bank or financial institution which has a rating for its long‑term unsecured and non‑credit‑enhanced debt obligations of A‑ or higher by S&P or A‑ or higher by Fitch or A3 or higher by Moody’s.

“Accession Deed” means:

“Accordion Debt Terms” means, with respect to any Financial Indebtedness under any Accordion Facility, that:

“Accordion Facility” means an Accordion Term Facility and/or an Accordion Revolving Facility made available pursuant to Clause 2.2 (Accordion Facility) which are documented under this Agreement as an additional tranche of, or an increase of, any Facility or a previously incurred Accordion Facility.

“Accordion Facility Commencement Date” means, in respect of an Accordion Facility, the date elected by the Borrower and specified as the Accordion Facility Commencement Date in the Accordion Facility Notice relating to that Accordion Facility, which date specified therein shall be the earlier of (a) the date the Accordion Facility is committed, whether or not subject to any conditions to drawing and (b) the date any amount thereof is first utilised.

“Accordion Facility Commitment” means an Accordion Revolving Facility Commitment or an Accordion Term Facility Commitment.

“Accordion Facility Lender” means any Lender or other bank, financial institution, fund, entity or other person (not being a member of the Group) which signs an Accordion Facility Notice and confirms its willingness to provide all or a part of an Accordion Facility.

“Accordion Facility Lender Accession Notice” means a notice substantially in the form set out in Part 1 of ‎Schedule 11 (Accordion Facility) or any other form agreed between the Facility Agent and the Borrower (each acting reasonably).

“Accordion Facility Loan” means an Accordion Term Facility Loan or an Accordion Revolving Facility Loan.

“Accordion Facility Notice” means, in respect of an Accordion Facility, a notice substantially in the form set out in Part 2 of ‎Schedule 11 (Accordion Facility) (or any other form agreed between the Facility Agent and the Borrower (each acting reasonably)) delivered by the Borrower to the Facility Agent in accordance with Clause 2.2 (Accordion Facility).

“Accordion Revolving Facility” means an Accordion Facility made available under Clause 2.2 (Accordion Facility) as a revolving credit facility.

“Accordion Revolving Facility Commitment” means:

“Accordion Revolving Facility Lender” means:

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

“Accordion Revolving Facility Reduction Date” means in relation to an Accordion Revolving Facility, any date specified as an Accordion Revolving Facility Reduction Date in the Accordion Facility Notice relating to that Accordion Revolving Facility.

“Accordion Revolving Facility Reduction Instalment” means any instalment for reduction specified as an Accordion Revolving Facility Reduction Instalment in the Accordion Facility Notice relating to that Accordion Revolving Facility.

“Accordion Term Facility” means an Accordion Facility made available under Clause 2.2 (Accordion Facility) as a term loan facility.

“Accordion Term Facility Commitment” means:

“Accordion Term Facility Lender” means:

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

“Accordion Term Facility Repayment Instalment” means any instalment for repayment specified as an Accordion Term Facility Repayment Instalment in the Accordion Facility Notice relating to that Accordion Term Facility.

“Account Bank” means JPMorgan Chase Bank, N.A., or any replacement bank or financial institution appointed from time to time in accordance with the Accounts Agreement.

“Accounts Agreement” means the accounts agreement entered into on or about the date of this Agreement between, among others, the Borrower, the Account Bank, the Facility Agent and the Security Agent.

“Additional Borrower” means a company which becomes a Borrower in accordance with Clause 30.2 (Additional Borrowers and Additional Land Cos).

“Additional Land Co” means a company which becomes a Land Co in accordance with Clause 30.2 (Additional Borrowers and Additional Land Cos).

“Advisor” means any entity which provides a fund or other entity with advice in relation to the management of investments of that fund or other entity which (other than in relation to actually making decisions to implement such advice) is substantially the same as the services which would be provided by a manager, the fund or other entity, and the term “advised” shall be construed accordingly.

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

“Agent” means:

“Agreed Hedging Policy” has the meaning given to it in the Security Agency and Intercreditor Deed.

“Ancillary Commencement Date” means, in relation to an Ancillary Facility, the date on which that Ancillary Facility is first made available, which date shall be a Business Day within the Availability Period for the relevant Accordion Revolving Facility.

“Ancillary Commitment” means, in relation to an Ancillary Lender and an Ancillary Facility, the maximum USD amount which that Ancillary Lender has agreed (whether or not subject to satisfaction of conditions precedent) to make available from time to time under an Ancillary Facility and which has been authorised as such under Clause 6 (Ancillary Facilities), to the extent that the amount is not cancelled or reduced under this Agreement or the Ancillary Documents relating to that Ancillary Facility.

“Ancillary Document” means each document relating to or evidencing the terms of an Ancillary Facility.

“Ancillary Facility” means any ancillary facility made available by an Ancillary Lender in accordance with Clause 6 (Ancillary Facilities).

“Ancillary Lender” means each Lender (or Affiliate of a Lender) which makes available an Ancillary Facility in accordance with Clause 6 (Ancillary Facilities).

“Ancillary Outstandings” means, at any time, in relation to an Ancillary Lender and an Ancillary Facility then in force the aggregate of the equivalents (as calculated by that Ancillary Lender) in USD of the following amounts outstanding under that Ancillary Facility:

“Anti‑Corruption Laws” means, in relation to a relevant person:

“Anti‑Money Laundering Laws” means, in relation to a relevant person, all anti‑money laundering laws, rules, regulations and orders, including the UK Proceeds of Crime Act, the USA PATRIOT Act, the Norwegian Money Laundering Act of 1 June 2018 no. 23 and the Norwegian Money Laundering Regulation of 14 September 2018 no. 1324, the Swedish Anti-Money Laundering Act (Sw. lag (2017:630) om atgarder mot penningtvatt och finansiering av terrorism), the Swedish Measures against Money Laundering and Terrorist Financing Ordinance (Sw. Forordning (2009:92) om atgarder mot penningtvétt och finansiering av terrorism) and the Swedish Registration of Beneficial Owners Act (Sw. Lag (2017:631) om registrering av verkliga huvudman), in each case to the extent applicable to that relevant person.

“Applicable Disposal Proceeds” means the amount of any proceeds of a Permitted Disposal pursuant to paragraph (l) of the definition of that term and after deducting:

“Applicable Insurance Proceeds” means the amount of any Insurance Proceeds that are not Excluded Insurance Proceeds, net of any costs, expenses, and Taxes incurred by the Borrower in connection with the insurance claim or receipt of the Insurance Proceeds.

“Applicable Liquidated Damages Proceeds” means the amount of any Liquidated Damages Proceeds that are not Excluded Liquidated Damages Proceeds.

“Applicable Perfection Date” means, in relation to any Transaction Security to be Perfected, one (1) day after the granting of such Transaction Security.

“Appointed Agent” means the Facility Agent or the Administrative Agent, as applicable.

“Approved Credit Risk Insurer” means any person that is either:

“Arrangers” has the meaning given to that term in the Preamble.

“Article 55 BRRD” means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

“Assignment Agreement” means an agreement substantially in the form set out in Schedule 5 (Form of Assignment Agreement), or any other form agreed between the relevant assignor and the assignee, provided that if that other form does not contain the undertaking set out at paragraph 2 in the form set out in Schedule 5 (Form of Assignment Agreement), it shall not be an “Assignment Agreement” for the purposes of this Agreement.

“Associate” means, in relation to a person or entity, any person or entity which controls, is controlled by, or is under common control with such person or entity. For purposes of this definition of Associate, “control” shall mean:

“Auditors” means KPMG or any other firm appointed by the Borrower to act as its statutory auditors.

“Authorisation” means an authorisation, permit, consent, approval, resolution, licence, exemption, filing, notarisation or registration.

“Availability Period” means:

“Available Commitment” means, in relation to a Facility, a Lender’s Commitment under that Facility minus (subject to Clause 6.8 (Affiliates of Lenders as Ancillary Lenders) and as set out below):

For the purposes of calculating a Lender’s Available Commitment in relation to any proposed Utilisation under an Accordion Revolving Facility only, the following amounts shall not be deducted from a Lender’s Commitment under that Accordion Revolving Facility:

“Available Credit Balance” means, in relation to an Ancillary Facility, credit balances on any account of the Borrower of that Ancillary Facility with the Ancillary Lender making available that Ancillary Facility to the extent that those credit balances are freely available to be set off by that Ancillary Lender against liabilities owed to it by that Borrower under that Ancillary Facility.

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

“Award Proceeds” means, in relation to any Proceedings, an amount equal to the Net Award in respect of those Proceedings.

“Bail‑In Action” means any exercise of Write‑down and Conversion Powers.

“Bail‑In Legislation” means:

“Bank Levy” means:

in each case, which has been enacted or which has been formally announced as proposed as at the date a Finance Party becomes a Party to this Agreement.

“Base Case Forecast” means the original financial projection produced by the Financial Model accepted by the Facility Agent and the Lenders’ Model Auditor on or prior to the Signing Date which shall include the assumptions agreed by the Facility Agent and the Borrower or, if there has been an update to such forecast in accordance with the Finance Documents, then such updated forecast.

“Blocking Law” means:

“Borrower” means:

“Borrower Restructuring” means the reorganisation of the Original Borrower, consisting of the following:

in each case as described in the Tax Structuring Report, or as otherwise agreed between the Original Borrower and the Facility Agent (acting on the instructions of the Majority Lenders).

“Borrower Restructuring Effective Date” means the date on which each of the steps set forth in the definition of Borrower Restructuring have been effected.

“Borrower Restructuring Step 1” has the meaning given to that term in the definition of “Borrower Restructuring”.

“Borrower Restructuring Step 2” has the meaning given to that term in the definition of “Borrower Restructuring”.

“Borrower Restructuring Step 3” has the meaning given to that term in the definition of “Borrower Restructuring”.

“Borrower Restructuring Step 4” has the meaning given to that term in the definition of “Borrower Restructuring”.

“Break Costs” means the amount (if any) by which:

exceeds:

“Budgeting Year” means a period of twelve (12) calendar months covered by a budget prepared by or on behalf of the Borrower which, as at the Signing Date, will be for a period from 1 January to 31 December.

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in London, Oslo, Amsterdam, Stockholm and New York.

“Calculation Date” means each 30 June and 31 December.

“Calculation Period” means each period of twelve (12) months ending on (and including) a Calculation Date.

“Cash Trap Amount” means, with respect to any Cash Trap Event, an amount equal to one hundred per cent. (100%) of the Excess Cashflow standing to the credit of the Revenue Account following the occurrence and during the continuation of a Cash Trap Event.

“Cash Trap Event” means an Offtake Cash Trap Event or a Ratio Cash Trap Event.

“Cash Trap Reserve Account” has the meaning given to that term in the Accounts Agreement.

“Cash Trap Test” means no Cash Trap Event has occurred and is continuing.

“Cash Waterfall” has the meaning given to that term in the Accounts Agreement.

“CFADS” means, for any Calculation Period, the aggregate amount (without double counting) of:

less

“Change of Control” means:

provided that for the avoidance of doubt, none of the Permitted Reorganisation Steps shall constitute a Change of Control.

“Change of Law” means any change which occurs after the date of this Agreement in any law, regulation or Treaty (or in the published interpretation, administration or application of any law, regulation or Treaty) or any published practice or published concession of any relevant tax authority other than any change that occurs pursuant to, or in connection with the adoption, ratification, approval or acceptance of, the MLI in or by any jurisdiction.

“Charged Property” means all of the assets that from time to time are, or are expressed to be, the subject of the Transaction Security.

“Circular Group Contribution” shall have the meaning assigned to such term in the definition of “Permitted Contribution”.

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

“Commitment” means a Term Facility Commitment or a Revolving Facility Commitment.

“Commitment Letter” means the commitment letter dated 28 April 2026 between, amongst others, the Company and each of the Arrangers.

“Competitor” means any person that is, or is an Affiliate or Related Fund of, a person that is a direct or indirect competitor of the Group and/or an Initial Investor (other than Sandton Capital Partners) in respect of any of the core business activities of the Group and/or an Initial Investor, provided that in the case of an Affiliate or Related Fund of such a person, any such Affiliate or Related Fund managed independently of such person will not constitute a “Competitor”.

“Completion Date” means the first date on which each of the following has occurred:

“Completion Long-Stop Date” means 30 June 2027, as may be extended for Force Majeure by up to an additional six (6) month period following the delivery of a copy of any notice of Force Majeure by the Borrower to the Facility Agent.

“Compliance Certificate” means a certificate substantially in the form set out in ‎Schedule 6 (Form of Compliance Certificate).

“Confidential Information” means all information relating to the Group, the Material Project Agreements, the Finance Documents or a Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or a Facility from either:

in whatever form, and includes any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information, but excludes:

“Confidentiality Undertaking” means the ‘LMA Master Confidentiality Undertaking’ or such other form of confidentiality undertaking agreed between the Borrower and the relevant Lender, in each case, with such adjustments as may be agreed between such parties (in consultation with the Borrower) to reflect that an Initial Investor may be a listed entity.

“Constitutional Documents” means, in respect of any entity, the certificate of registration, the constitution, articles of association or incorporation, by‑laws, charter or such other document(s) governing the existence of that entity and regulating the structure and control of that entity and its members.

“Construction Budget” means, at any time, the most recent annual construction budget in respect of the Project that has been delivered by the Borrower to the Facility Agent pursuant to and in accordance with Clause 21.11 (Construction Budgets).

“Construction Costs” means all costs, fees, claims and expenses (without double counting) incurred by the Borrower in connection with the design, development, construction, testing, completion and commissioning of the Project, including:

“Construction Report” means each construction report required to be delivered by or on behalf of the Borrower in accordance with Clause 21.7 (Construction Report) and substantially in the form of the pro forma delivered by the Borrower as a condition to Financial Close.

“Corrective Action Plan” or “CAP” means a plan, in form and substance acceptable to Eksfin (acting reasonably) produced by the Borrower pursuant to Clause 20.3 (Environmental and social compliance) and specifying in reasonable detail the corrective actions (including the timing(s) and responsibility for such action(s)) being taken or proposed to be taken in order to remove, remedy, abate, contain, treat, ameliorate or otherwise mitigate or render compliant all adverse consequences caused by an Environmental Incident, Social Incident, Environmental Claim or Social Claim, as such plan may be amended or updated from time to time.

“Cost Overrun” means, at any time, the aggregate amount by which the Project Costs exceed the then most recent Construction Budget.

“Creditor Accession Undertaking” has the meaning given to the term “Accession Undertaking” in the Security Agency and Intercreditor Deed.

“Data Centre” means the data centre located at the Project Site consisting of a data centre building on the Kvandal South site, with an overall capacity of 108 MW together with related facilities and infrastructure (but excluding the Electrical Infrastructure), for the purpose of housing next-generation AI GPUs, as such facilities and infrastructure may be supplemented or modified from time to time, and subject to any Permitted Disposal, but excluding the GPUs, any GPU servers or ancillary components.

“Data Protection Laws” shall mean, collectively, all applicable federal, state, provincial, local or foreign Laws, ordinances, regulations, rules, codes, orders, judgments or other legally binding requirements or rules of Law that relate to the collection, handling, possession, processing, sale, transmission or use of personal data or personal information, including, to the extent applicable to the business of the Obligors, the European Union’s General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and repealing Directive 95/46/EC) and the Privacy and Electronic Communications Directive 2002/58/EC, the UK Data

Protection Act 2018 (“DPA”), the UK General Data Protection Regulation as defined by the DPA as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019, the Privacy and Electronic Communications Regulations 2003.

“DC Completion Date” means the first date on which:

“DC Services Agreement” means the long-term master services agreement (together with any related order forms) to be entered into between the Borrower and GPU Co prior to Financial Close, allowing GPU Co access to the relevant data centre buildings with pre-agreed availability of power, cooling, security and other related services, in return for service fees.

“Debt Purchase Transaction” means, in relation to a person, a transaction where such person:

any Commitment or amount outstanding under this Agreement.

“Debt Service” means, in relation to any period, an amount equal to the aggregate of the scheduled repayments of principal under the Term Facility and any Accordion Term Facility and interest payable (or, for the purposes of the Historic DSCR calculation, paid) under the Facilities (taking into account any actual or anticipated receipts of, or payments by, the Borrower in relation to any Interest Rate Hedging Transaction) but for the avoidance of doubt excluding any voluntary or mandatory prepayments of principal under any of the Facilities in each case during such period.

“Debt Service Reserve Account” has the meaning given to that term in the Accounts Agreement.

“Debt Sizing Criteria” means:

in each case, calculated in accordance with the methodology set out in the Financial Model.

“Default” means an Event of Default or an event or circumstance specified in Clauses 23.1 (Non‑Payment) to 23.29 (Anti-Corruption Laws representations) which would (with the expiry of a grace period, the making of a determination or the giving of notice under the Finance Documents or a combination of the foregoing) be an Event of Default.

“Defaulting Lender” means any Lender:

unless, in the case of paragraph (a) above:

and payment is made within five (5) Business Days of its due date; or

“Delegate” has the meaning given to that term in the Security Agency and Intercreditor Deed.

“Deposit Account” has the meaning given to that term in the Accounts Agreement.

“Development Account” has the meaning given to that term in the Accounts Agreement.

“Direct Agreement” means each direct agreement entered into by, amongst others, the Borrower and the Security Agent, relating to a Material Project Agreement and designated as such.

“Discharged Rights and Obligations” has the meaning given to that term in paragraph (c)(i) of Clause 28.6 (Procedure for transfer).

“Disruption Event” means either or both of:

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

“Distressed Debt Fund” means any trust, fund or other entity which is or would reasonably be recognised or categorised as a “distressed debt fund” by reputable institutions which are prominent participants in the financial markets or which otherwise invests in any similar sub-par or credit event driven strategies or whose stated purposes or primary business is buying distressed debt and/or non-performing loans and pursuing enforcement policies in respect thereof. Distressed Debt Fund will be construed so as to include the debt trading desk (or equivalent) operated by a bank or financial institution, where that trading desk would be engaging in trading for or on behalf of an entity which itself constitutes a Distressed Debt Fund.

“Distribution” means any dividend, charge, interest, management or other fee, loan, advance or other financial accommodation, payment or other distribution, or redemption, repurchase, defeasance, share buy-back, retirement or repayment relating to any share buy-back, capital reduction, or otherwise to or for the benefit of any Obligor or any holder of the shares of any Obligor.

“Distribution Account” has the meaning given to that term in the Accounts Agreement.

“DSCR” means, for any Calculation Period, the ratio of:

to

in each case, received or made during the relevant period; provided that if the first Historic DSCR Period is less than three (3) Months, the Debt Service will be deemed reduced on a proportionate basis when calculating the Historic DSCR for such Historic DSCR Period.

“DSRA LC” has the meaning given to that term in the Accounts Agreement.

“DSRA Required Amount” means, following the Completion Date, an amount equal to the Debt Service projected to become due and payable within the immediately following six (6)-month period.

“EBITDA” means in relation to a Calculation Period, the operating profit of the Group before taxation:

in each case, to the extent added, deducted or taken into account, as the case may be, for the purposes of determining operating profits of the Group before taxation in accordance with the accounting principles.

“EEA Member Country” means any member state of the European Union, Iceland, Liechtenstein and Norway.

“Eksfin” means Export Finance Norway (nw. Eksportfinansiering Norge).

“Electrical Infrastructure” means the infrastructure connecting the Project Facilities to the power grid, including the Transformer Station and the Internal Grid Infrastructure.

“Eligible Customer” means:

“Eligible GPU Offtake Contract” shall mean any GPU Offtake Contract with any customer that is an Eligible Customer.

“Eligible Lender” means:

provided that, in each case, such person is a person with whom no Lender is prohibited from dealing as a matter of law or regulation at the time it becomes a Lender.

“Emergency” means a condition, circumstance or situation which presents, or is reasonably expected to present, a threat to:

and which requires the taking of immediate measures to prevent or mitigate such threat within a timeframe that makes it impractical to obtain the prior approval of the Facility Agent or the Lenders’ Technical Advisor.

“Environment” means humans, animals, plants and all other living organisms including the ecological systems of which they form part, the climate and the following media:

“Environmental Approval” means any material permit, licence, consent, approval and other authorisations and the filing of any notification, or assessment that is required under any Environmental Law with respect to the Project.

“Environmental Claim” means any claim or proceeding by any person or company or any formal notice, in each case with respect to any investigation by relevant public authorities which has been commenced against the Obligors or the Project in respect of (i) any material breach of or material non-conformity with Environmental Law or (ii) any material breach of or material non-conformity with or a revocation or suspension of an Environmental Approval.

“Environmental Incident” means any spill, release or discharge which would cause or reasonably be expected to cause material pollution to the environment in circumstances where:

“Environmental Law” means any applicable Law, convention or treaty which relates to the pollution or protection of, or the prevention of harm or damage to, the environment, including the manufacturing, generation, processing, distribution, use, treatment, storage, disposal, transport or handling of hazardous substances.

“Environmental and Social Standards” means the following environmental and social standards as they apply to the Project:

provided that in the event of:

“Environmental and Social Requirements” means the Environmental Laws, the Social Laws and the Environmental and Social Standards.

“EPC Contract” means:

“Equator Principles” means those principles so entitled and described in “The Equator Principles 4 July 2020: A financial industry benchmark for determining, assessing and managing environmental and social risk in projects,” and available at https://equator‑principles.com/wp‑content/uploads/2020/01/The‑Equator‑Principles‑July2020.pdf as adopted in such form by certain financial institutions.

“Equity Compensation Proceeds” means the aggregate of the net amount (after deducting fees, costs and expenses incurred in connection with the receipt of such proceeds and any Taxes payable in respect of such amount) of all sums paid to or for the account of any Obligor or Topco (or an Affiliate thereof) by any Government Authority, in whole or partial settlement of claims, as compensation for or in respect of the seizure, compulsory acquisition, expropriation or nationalisation, directly or indirectly, of the shares or equity interests in any Obligor.

“Equity Funding” means the equity funding that a Pledgor contributes, causes to be contributed to and is received by the Borrower, which (without double counting) will take the form of:

provided that, for the avoidance of doubt, repaid, prepaid or reimbursed principal and interest, fees or other amounts paid or payable will not count towards Equity Funding.

“EU Bail‑In Legislation Schedule” means the document described as such and published by the Loan Market Association (or any successor person) from time to time.

“Event of Default” means an event or circumstance specified as such in Clauses 23.1 (Non‑Payment) to 23.29 (Anti-Corruption Laws representations).

“Excess Cashflow” means cash on deposit in the Revenue Account (as defined below) after clause 5.2 (Withdrawals) of the Accounts Agreement and after giving effect to all other mandatory prepayments then due and payable under clause 5.2 (Withdrawals) of the Accounts Agreement.

“Excluded Insurance Proceeds” means any Insurance Proceeds which the Borrower notifies the Facility Agent:

“Excluded Liquidated Damages Proceeds” means any Liquidated Damages Proceeds which the Borrower notifies the Facility Agent:

“Expansion” means the development, construction, acquisition, operation and maintenance of such assets on the Expansion Site as are required to increase the initial capacity of the Project including:

“Expansion Account” has the meaning given to that term in the Accounts Agreement.

“Expansion Site” means any land at the Kvandal site (other than the Project Site) which may be owned or leased by the Borrower or the Additional Borrower for the purposes of an Expansion.

“Facility” means the Term Facility, the Revolving Facility or any Accordion Facility.

“Facility Agent” has the meaning given to that term in the Preamble.

“Facility Office” means:

as the office(s) through which it will perform its obligations under this Agreement; and

“FATCA” means:

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

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

“Fee Letter” means any fee letter between a Finance Party and the Borrower setting out any of the fees referred to in Clause 16.2 (Arrangement fees) to Clause 16.5 (Security Agent’s Fees) (inclusive).

“Final Maturity Date” means:

“Finance Document” means:

provided that where the term “Finance Document” is used in and construed for the purposes of this Agreement, a Secured Hedging Agreement shall be a Finance Document only for the purposes of:

“Finance Lease” means any lease or hire purchase contract, a liability under which would, in accordance with GAAP, be treated as a balance sheet liability.

“Finance Party” means:

provided that where the term “Finance Party” is used in and construed for the purposes of this Agreement and a Secured Hedge Counterparty shall be a Finance Party only for the purposes of:

“Finance Party Insolvency Event”, in relation to a Finance Party, means that the Finance Party:

“Financial Close” means the date on which the Facility Agent has provided to the Borrower and the Lenders the notice referred to in Clause 4.1 (Initial Conditions Precedent).

“Financial Covenants” means the financial covenants set out in Clause 19.1 (Financial condition).

“Financial Indebtedness” means any indebtedness for or in respect of:

“Financial Model” means the financial model for the Project (in computer legible form) delivered as a condition precedent to Financial Close, in a form agreed between the Borrower and the Facility Agent acting on the instructions of the Lenders and audited by the Lenders’ Model Auditor which, in each case, on the basis of certain assumptions, produces a financial projection (including, among others, projected cashflows, Historic and Projected DSCR and Loan to Cost Ratio), in relation to the Project as the same may be revised or replaced from time to time in accordance with the Security Agency and Intercreditor Deed.

“Financing Costs” means any of the following:

“First Calculation Date” means the earlier of:

“First Currency” has the meaning given to that term in paragraph (a) of Clause 15.1 (Currency indemnity).

“First Scheduled Repayment Date” means 30 June 2027, provided that the First Scheduled Repayment Date may be deferred by the Borrower by up to six (6) months, in the event that the Completion Date is delayed by Force Majeure.

“Fitch” means Fitch Ratings Limited or any successor to its rating business.

“Force Majeure” has the meaning given to the term in the DC Services Agreement.

“Funding Rate” means any individual rate notified by a Lender to the Facility Agent pursuant to the provisions of this Agreement relating to cost of funds.

“Funds Flow Statement” means the funds flow statement delivered by the Borrower to the Facility Agent pursuant to paragraph 16.3 of Part 1 (Initial Conditions Precedent) of Schedule 2 (Conditions Precedent).

“GAAP” means Norwegian GAAP or US GAAP, as applicable.

“GHG Protocol” means the Greenhouse Gas Protocol: A Corporate Accounting and Reporting Standard (Revised Edition 2015), as updated from time to time.

“Government Authority” means:

“GPU” means graphics processing units.

“GPU Co” means Nscale Norway GPU DA, a partnership (delt ansvar) established and existing under the laws of Norway with business registration number [***].

“GPU Co Lenders” means any lenders or other finance parties in connection with the GPU Financing to be entered into by GPU Co.

“GPU Financing” means the financing of, or reimbursement of costs in respect of, GPU Infrastructure.

“GPU Infrastructure” means any infrastructure that is purchased by, or transferred to, GPU Co from time to time for the performance of services under any GPU Offtake Contract, including GPUs, servers and ancillary components, networking infrastructure and other hardware.

“GPU Offtake Contract” means any GPU offtake contract (excluding, for the avoidance of doubt, the [***] Offtake Contract) entered into by GPU Co or a GPU SPV, and a customer from time to time in connection with the Project, provided that: (a) any extension to the [***] Offtake Contract shall be with GPU Co, and (b) any such GPU offtake contract (whether with GPU Co or a GPU SPV) shall be on market terms.

“GPU SPV” means any company (other than GPU Co) that is directly or indirectly wholly owned by Nscale Ventures Holdings Norway AS and has entered into a data centre services agreement with the Borrower or any Additional Borrower.

“Group” means:

“Group Structure Chart” means the group structure chart delivered under paragraph 16.1 of Part 1 (Initial Conditions Precedent) of Schedule 2 (Conditions Precedent), setting out the Group corporate structure as at the Signing Date, as may be updated from time to time pursuant to Clause 20.40 (Permitted Restructuring).

“Hedge Fund” means a pooled investment vehicle or similar entity that is or would reasonably be recognised or categorised as a “hedge fund” by reputable institutions which are prominent participants in the financial markets. Hedge Fund will be construed so as to include “vulture funds” and any pass through or structured finance vehicles in whatever legal form which are used by a Hedge Fund as part of structuring an investment.

“Historic DSCR” means, with respect to a Calculation Date, the DSCR occurring during the Historic DSCR Period.

“Historic DSCR Period” means:

“Historic Net Leverage” means, in respect of any Calculation Period, the ratio of Total Net Debt, in respect of backward-looking ratios and tests on the last day of such Calculation Period, to EBITDA in respect of the relevant Calculation Period.

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

“IFRS” means the international financial reporting standards within the meaning of IAS Regulation 1606/2002 as adopted by the European Union, to the extent applicable to the relevant financial statements and otherwise as promulgated by the International Accounting Standards Board from time to time.

“Impaired Agent” means an Agent at any time when:

unless, in the case of paragraph (a) above:

“Increase Confirmation” means a confirmation substantially in the form set out in ‎Schedule 9 (Form of Increase Confirmation).

“Increase Date” means the date on which the increase in Commitment described in the relevant Increase Confirmation takes effect.

“Increase Lender” has the meaning given to that term in Clause 2.3 (Increase).

“Increased Costs” has the meaning given to that term in paragraph (b)(vi) of Clause 13.1 (Increased Costs).

“Incremental Debt Sizing Criteria” means, with respect to any Financial Indebtedness under any Accordion Facility, the requirement that the following criteria are satisfied:

provided that the Incremental Debt Sizing Criteria shall be demonstrated by a run of the Financial Model updated to take into account:

“Independent Expert” means an independent expert as determined pursuant to the Security Agency and Intercreditor Deed.

“Industry Practices” means good and prudent industry practices and principles as generally followed by the construction and manufacturing industries in general and in Europe in particular under similar circumstances.

“Initial Investor Affiliate” means:

provided that any such trust, fund or other entity established for at least six (6) months solely for the purpose of making, purchasing or investing in loans or debt securities and which is managed, advised or controlled independently from all other trusts, funds or other entities managed, advised or controlled by any Initial Investor or any of its Affiliates which have been established for the primary or main purpose of investing in the share capital of companies shall not constitute an Initial Investor Affiliate.

“Initial Investors” means Nvidia Corporation, Sandton Capital Partners, Aker ASA and Akron Energy Pty Ltd and each of their Affiliates.

“Initial PPCA” means each of:

“Insurance Proceeds” means all proceeds of the Insurances payable to or received by or on behalf of any Obligor.

“Insurance Schedule” means the insurance schedule setting out the insurance requirements applicable to the Obligors, in form and substance reasonably satisfactory to the Lenders’ Insurance Advisor and the Facility Agent.

“Insurances” means the contracts and policies of insurance taken out or required to be taken out by or on behalf of an Obligor in accordance with Clause 20.31 (Insurances).

“Intellectual Property” means any patents, trademarks, service marks, designs, business names, copyrights, database rights, design rights, domain names, inventions, confidential information, knowhow and other intellectual property rights and interests which may now or in the future subsist, whether registered or unregistered, and the benefit of all applications and rights to use such assets.

“Intercompany Loan Agreement” means the intercompany loan agreement entered into by the Borrower (as borrower) and GPU Co (as lender) dated [***].

“Interest Payment Date” means the last day of each Interest Period.

“Interest Period” means, in relation to a Loan, each period determined in accordance with Clause 9 (Interest) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 9.3 (Default interest).

“Interest Rate Hedging Transaction” has the meaning given to that term in the Security Agency and Intercreditor Deed.

“Internal Grid Infrastructure” means the internal medium voltage grid infrastructure from the connection point of the Transformer Station to the Data Centre.

“Interpolated NIBOR” means, in relation to a Loan or, if applicable, any Unpaid Sum, the rate (rounded to the same number of decimal places as NIBOR) which results from interpolating on a linear basis between:

each as of the Specified Time on the Quotation Day for NOK.

“Interpolated Reference Rate” means:

“Interpolated Term SOFR” means, in relation to a Loan or, if applicable, any Unpaid Sum, the rate (rounded to the same number of decimal places as Term SOFR) which results from interpolating on a linear basis between:

each as of the Specified Time on the Quotation Day for the currency of the Loan.

“Investment Grade Rating” means, in relation to an entity, a rating for its long‑term unsecured and non‑credit‑enhanced debt obligations of BBB‑ or higher by S&P or Fitch or Baa3 or higher by Moody’s or a comparable rating from an internationally recognised credit rating agency.

“Investor Group” means the Initial Investors and their Affiliates.

“IPO” means the initial underwritten public offering which results in the equity interests in Nscale Limited being publicly traded.

“Joint Venture” means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint venture or partnership or any other entity.

“KSB1 Design and Build Contract” means the Design and Build Contract for the first building on the Kvandal South site dated [***] and entered into between [***] and the Borrower.

“KSB2 Design and Build Contract” means the Design and Build Contract for the second building on the Kvandal South site dated [***] and entered into between [***] and the Borrower.

“Land Co” means the Original Land Co and on and from the date it enters into the Accession Deeds set out in Clause 30.2 (Additional Borrowers and Additional Land Cos), any Additional Land Co.

“Land Co Account” has the meaning given to that term in the Accounts Agreement.

“Land Co Restructuring” means:

in each case, carried out in accordance with the Tax Structuring Report, or as otherwise agreed between the Borrower and the Facility Agent (acting on the instructions of the Majority Lenders).

“Land Co Restructuring Effective Date” means the date on which Land Co becomes a wholly owned subsidiary of the Borrower in accordance with the Land Co Restructuring.

“Land Co Restructuring Step 2” has the meaning given to that term in the definition of “Land Co Restructuring”.

“Land Lease Agreement” means the long-term land lease agreement in respect of the Project Site between Nscale Site 4 AS (as lessor) and the Borrower (as lessee) to be entered into, and, following the completion of all the steps required in respect of the Land Co Restructuring, any contemplated amendment agreement including an amendment whereby Nscale Site 4 AS is replaced by Land Co (as lessor).

“Law” means any statute, law, rule, regulation, guideline, ordinance, code, policy or rule of common law issued, administered or enforced by any Government Authority, or any judicial or administrative interpretation thereof.

“Legal Reservations” means, in respect of any matter or circumstance:

“Lender” means:

“Lender Associate” means:

“Lenders’ Advisors” means:

“Lenders’ Insurance Advisor” means Marsh or such other insurance advisor appointed to act on behalf of the Finance Parties from time to time under the Finance Documents and approved by the Borrower and the Facility Agent.

“Lenders’ International Legal Advisor” means Milbank LLP or such other international legal advisor appointed to act on behalf of the Finance Parties from time to time under the Finance Documents and approved by the Borrower and the Facility Agent.

“Lenders’ Market Advisor” means such market advisor appointed to act on behalf of the Finance Parties from time to time under the Finance Documents and approved by the Borrower and the Facility Agent.

“Lenders’ Model Auditor” means [***] or such other auditor appointed to audit a Financial Model for the Finance Parties from time to time under the Finance Documents and approved by the Borrower and the Facility Agent.

“Lenders’ Norwegian Legal Advisor” means [***] or such other Norwegian legal advisor appointed to act on behalf of the Finance Parties from time to time under the Finance Documents and approved by the Borrower and the Facility Agent.

“Lenders’ Technical Advisor” means [***] or such other Lenders’ Technical Advisor appointed to act on behalf of the Finance Parties from time to time under the Finance Documents and approved by the Borrower and the Facility Agent.

“Limitation Acts” means the Limitation Act 1980 and the Foreign Limitation Periods Act 1984.

“Liquidated Damages Proceeds” means all liquidated damages received by the Borrower pursuant to the terms of any EPC Contract following the failure by an EPC Contractor to achieve the performance guarantees, if such obligation is specified therein.

“Loan” means a Term Loan, a Revolving Loan or an Accordion Facility Loan.

“Loan Acceleration” means an enforcement action to:

“Loan Participation” means, in relation to any Lender and a Facility:

the US Dollar amount of that Lender’s total individual Commitment under that Facility at that time; and

the aggregate (expressed as a US Dollar amount) of that Lender’s share in the Loans outstanding under that Facility at that time.

“Loan to Cost Ratio” means the ratio, at any time, of:

provided that, for the purposes of calculating the Loan to Cost Ratio, Project Costs shall:

“LSEG Benchmark” means the London Stock Exchange Group, provider of financial information and interest rate benchmarks formerly provided under the brands Refinitiv and Thomson Reuters.

“LTA Construction Report” means each monitoring report prepared by the Lenders’ Technical Advisor and delivered by the Borrower pursuant to 21.7(b) (Construction Report).

“Majority Lenders” means a Lender or Lenders whose Commitments aggregate more than sixty-six and two-thirds per cent. (66 2/3%) of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than fifty per cent. (50%) of the Total Commitments immediately prior to the reduction), but, for the avoidance of doubt, after the application of Clause 31.9 (Disenfranchisement of Defaulting Lenders).

“Mandatory Prepayment” means a mandatory prepayment of any of the Loans:

“Margin” means:

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

“Material Event of Default” means any Event of Default arising under Clauses 23.1 (Non-Payment), 23.2 (Non-Payment by the Parent Guarantor), 23.7 (Insolvency), 23.9 (Insolvency proceedings), 23.10 (Creditors’ process), 23.16 (Cessation of business), any breach of sanctions and/or anti-corruption laws representations or undertakings pursuant to Clauses 23.26 (Anti-Money Laundering Laws undertakings), 23.27 (Anti-Corruption Laws undertakings), 23.28 (Anti-Money Laundering Laws representations), 23.29 (Anti-Corruption Laws representations) or a Sanctions Event of Default.

“Material Permits” means:

“Material Project Agreement” means:

“Material Project Party” means each counterparty of an Obligor to a Material Project Agreement, for so long as it has any actual or contingent liability or obligation in such capacity under such Material Project Agreement.

“[***] Offtake Contract” means the initial GPU offtake contract entered into between GPU Co and [***] on [***], with a scope of work for an overall capacity of [***] and with an effective date of [***] and an end date of [***].

“Minimum Rating” means a long‑term credit rating of at least BBB+ (S&P or Fitch) or Baa1 (Moody’s).

“MLI” means the Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting of 24 November 2016.

“Moody’s” means Moody’s Investors Service Limited or any successor to its rating business.

“MPA Credit Support Document” means any corporate guarantee, letter of credit, bank guarantee or other credit support instrument given by any person in respect of any obligations of any person (other than an Obligor) under a Material Project Agreement.

“Net Award” means any amount received or recovered by any Obligor in relation to any Proceedings and after deducting:

“New Borrower” has the meaning given to that term in the definition of “Borrower Restructuring”.

“New Lender” has the meaning given to that term in Clause 28 (Transfers by the Lenders).

“NIBOR” means the Norwegian Interbank Offered Rate administered by Norske Finansielle Referanser AS (or any other person which takes over the administration of that rate) for NOK and the relevant period displayed on the appropriate page of the LSEG Benchmark screen (or any other information service which publishes that rate from time to time).

“Non-Consenting Lender” has the meaning given to that term in Clause 31.8 (Replacement of a Lender).

“Non-Responding Lender” has the meaning given to that term in Clause ‎31.7 (Excluded Commitments).

“Norwegian GAAP” means the generally accepted accounting principles from time to time in Norway, which include for the avoidance of doubt IFRS.

“Norwegian Kroner” or “NOK” means the lawful currency for the time being and from time to time of Norway.

“Notifiable Debt Purchase Transaction” has the meaning given to it in Clause 29.2(a) (Notification of Debt Purchase Transactions).

“Nscale Site 4 AS” means Nscale Site 4 AS, a limited liability company incorporated and existing under the laws of Norway (business registration number 929 837 452) with its registered address at Teknologiveien 2A, 8517 Narvik, Norway.

“Obligor” means:

“Offtake Cash Trap Event” means the occurrence of either an Offtake Expiry Event or an Offtake Termination Event.

“Offtake Expiry Event” means that, twenty-four (24) months prior to the scheduled expiry of the [***] Offtake Contract (as may be extended by the parties), GPU Co has not entered into one or more Eligible GPU Offtake Contracts to replace the contracted revenues under the [***] Offtake Contract in an amount sufficient to cover GPU Co’s payment obligations under the DC Services Agreement (any such replacement Eligible GPU Offtake Contract to have a contract term that exceeds the Final Maturity Date by at least two (2) years and to be on terms that do not adversely affect the ability of GPU Co to comply with its payment obligations under the DC Services Agreement).

“Offtake Termination Event” means that the [***] Offtake Contract has been terminated or is otherwise unenforceable prior to its scheduled expiry.

“Offtaker” means any counterparty to a GPU Offtake Contract (in its capacity as purchaser (or other similarly-used term)).

“Operating Budget” has the meaning given to that term in paragraph (a) of Clause 21.12 (Operating Budgets).

“Operating Costs” means, for any period, and without double counting, all cash items of expenditure of the Borrower or Land Co for the purposes of the Project, whether incurred in connection with the construction, operation or maintenance of the Project, including management fees, financing fees, taxes and administrative expenses, but excluding (i) Debt Service, (ii) depreciation, and (iii) one-off and extraordinary costs (subject to a cap of ten per cent. (10%) of EBITDA for such Calculation Period).

“Operations Report” means each operations report substantially in the form required to be delivered by or on behalf of the Borrower in accordance with Clause 21.8 (Operations Report).

“Opportunistic Fund” means any Distressed Debt Fund, any Hedge Fund, or any other trust, fund, or other entity that is or would reasonably be recognised or categorised as an “opportunistic fund” by reputable institutions which are prominent participants in the financial markets or which otherwise invests in any similar strategy in order to exploit perceived or actual stress or distress of the borrower.

“Original Jurisdiction” means, in relation to an Obligor, the jurisdiction under whose laws that Obligor is incorporated as at the Signing Date.

“Original Land Co” means Nscale Land Kvandal South AS (under name change from NFH 260332 AS), a limited liability company incorporated and existing under the laws of Norway with business registration number 937 411 464, to become a wholly owned subsidiary of the Borrower upon the Land Co Restructuring Effective Date.

“Original Lenders” has the meaning given to that term in the Preamble.

“Original Secured Hedge Counterparties” has the meaning given to that term in the Preamble.

“Parent Company Guarantee” means the parent company guarantee between the Parent Guarantor and the Security Agent.

“Parent Guarantor” means each of:

provided that Nscale Global Holdings Limited shall cease to be a Parent Guarantor (and shall be irrevocably and unconditionally released from all obligations under and in respect of the Parent Company Guarantee), once Nscale Limited has become TopCo.

“Party” has the meaning given to that term in the Preamble.

“Paying Party” has the meaning given to that term in paragraph (a)(ii) of Clause 32.4 (Impaired Agent).

“Perfected” means, in relation to any Transaction Security and without limitation to Clause 20.21 (Further assurance) or the requirements of any Security Document:

in each case to the extent required and permitted by law or as otherwise considered necessary by the Facility Agent (and any reference to “Perfect” and “Perfection” shall be construed accordingly) provided that, in respect of Transaction Security for which new floating charges or mortgages are to be registered, Perfection shall be deemed to take place on the day of delivery of duly executed registration forms for such new floating charges or mortgages to the Security Agent (or, if such delivery takes place on a day that is not a Business Day or later than 12:00 CET on any Business Day, on the following Business Day), and further provided that any registration fee in respect of the same shall be payable in accordance with the terms of the relevant invoice received.

“Permitted Contribution” means any group contribution (Nw. konsernbidrag) and related arrangement made pursuant to the Norwegian Tax Act (Nw. skatteloven) Sections 10-2 to 10-4 by way of so called “circular group contributions” made simultaneously and with the same amount between two entities with effect for the same financial year, where one entity receives group contribution with tax effect, while the other entity receives group contribution without tax effect (Nw. sirkelkonsernbidrag) (“Circular Group Contribution”) which is made

between any of the Obligors or between any Obligor and any other Affiliate of the Borrower that is part of the same Norwegian tax group as the Borrower, provided that:

“Permitted Disposal” means:

“Permitted Expansion Initial Activities” means any of the following activities and works in respect of an Expansion:

“Permitted Financial Indebtedness” means Financial Indebtedness:

“Permitted Investments” shall have the meaning given to that term in the Accounts Agreement.

“Permitted Reorganisation Steps” means any step necessary to be implemented or otherwise performed in connection with any Permitted Restructuring.

“Permitted Restructuring” means each of:

“Permitted Security” means:

“Personal Data” has the meaning set out in the Data Protection Laws.

“Pledgor” means:

“Power Management Agreement” means the power management agreement to be entered into by the Borrower in respect of the balancing and settlement services required for the operation of the Project.

“Power Purchase Agreement” means:

“Pre‑Approved New Lender List” means the list of entities, agreed between the Borrower and the Facility Agent (acting on the instructions of all Lenders) on or prior to Financial Close, and any affiliate or subsidiary of any such entity that is not a Restricted Lender.

“Proceedings” means any litigation, arbitration, proceedings or claim against a Report Provider with a view to obtaining a recovery from that Report Provider.

“Processing” has the meaning set out in the Data Protection Laws (and “Process”, “Processes” and “Processed” shall be construed accordingly).

“Prohibited Payment” means any offer, gift, payment, promise to pay, commission, fee, loan or any other consideration which would constitute bribery or an improper gift or payment and which would be in breach of any applicable Anti‑Corruption Laws.

“Project” means the development, construction and operation of the Project Facilities, together with activities ancillary thereto and any Expansion thereto if permitted under the Finance Documents.

“Project Accounts” means:

“Project Compensation Proceeds” means the aggregate net amount (after deducting fees, costs and expenses incurred in connection with the receipt of such proceeds and any Taxes payable in respect of such amount) of all sums paid or payable to or for the account of an Obligor:

in each case, imposed by a Government Authority.

“Project Costs” means all costs, expenses and liabilities and Taxes on or in relation to them which are accrued, paid, payable or reimbursable by or on behalf of the Borrower and Land Co (or an Additional Borrower and/or Additional Land Co) to develop, finance, construct, complete and commission the Project (but without double counting) prior to the Completion Date, in each case, as set out in the most recent Construction Budget, including:

“Project Development Services Agreement” means the development services agreement to be entered into between, among others, the Borrower and Nscale Norway AS, pursuant to which Nscale Norway AS will provide various project development services.

“Project Facilities” means the Data Centre, the Project Site, the Internal Grid Infrastructure (but only following its transfer to the Borrower), and any other ancillary infrastructure related to the same (but excluding for the avoidance of doubt, the Transformer Station and any other grid infrastructure other than the Internal Grid Infrastructure).

“Project Operations and Maintenance Agreement” means the operations and maintenance agreement to be entered into between the Borrower and a joint venture to be established between Nscale Norway AS (or its Affiliate) and Nordkraft (or its Affiliate) (“Nordscale Operations AS”) pursuant to which Nordscale Operations AS will provide various operational services required for the operation of the Project.

“Project Site” means the land to house the Project Facilities comprising land no. 10, title no. 760 in the municipality of Narvik, Norway.

“Projected DSCR” means, with respect to a Calculation Date, the DSCR projected to occur during the Projected DSCR Period, calculated in accordance with the Base Case Forecast.

“Projected DSCR Period” means, with respect to a Calculation Date, the period of twelve (12) months commencing on the day after such Calculation Date or, if shorter, ending on the latest Final Maturity Date of any Facility then outstanding.

“Projected Net Leverage” means in respect of any Calculation Period, the ratio of Total Net Debt, in respect of forward-looking ratios and tests on the first day of such Calculation Period, to EBITDA in respect of the relevant Calculation Period.

“Published Rate” means the Reference Rate for any Quoted Tenor.

“Published Rate Replacement Event” means, in relation to a Published Rate:

provided that, in each case, at that time, there is no successor administrator to continue to provide that Published Rate;

“Quasi‑Security” means an arrangement or transaction described in paragraph (b) of Clause 20.20 (Negative pledge).

“Quiet Enjoyment Agreement” means the quiet enjoyment agreement to be entered into by the Lenders and the GPU Co Lenders.

“Quotation Day” means, in relation to any period for which an interest rate is to be determined:

unless market practice differs in the relevant syndicated loan market, in which case the Quotation Day will be determined by the Facility Agent in accordance with that market practice (and if quotations would normally be given on more than one day, the Quotation Day will be the last of those days).

“Quoted Tenor” means, in relation to the Reference Rate, any period for which that rate is customarily published.

“Ratio Cash Trap Event” means any breach of any Ratio Cash Trap Test.

“Ratio Cash Trap Test” means as of any Calculation Date:

“Reasonable and Prudent Operator” means a person seeking in good faith to perform its contractual obligations and comply with applicable laws while exercising the degree of skill, diligence, prudence and foresight that would reasonably and ordinarily be expected from a skilled and experienced international and European operator complying with applicable laws and engaging in the same type of undertaking under the same or similar circumstances and conditions.

“Receiver” has the meaning given to that term in the Security Agency and Intercreditor Deed.

“Receiving Party” has the meaning given to that term in paragraph (a)(ii) of Clause 32.4 (Impaired Agent).

“Reference Rate” means, in relation to a Loan:

and if, in either case, that rate is less than zero, the Reference Rate shall be deemed to be zero.

“Reinstatement Plan” means a plan for the application of such Excluded Insurance Proceeds and other funds available to the Borrower for the repair, reinstatement or replacement of Project Facilities.

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

“Relevant Jurisdiction” means, in relation to an Obligor:

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

“Relevant Obligations” has the meaning given to that term in paragraph (c)(ii) of Clause 28.7 (Procedure for assignment).

“Relevant Person” means, with respect to any person, any member of its management bodies, including directors, officers and employees, and any agent or representative acting for it or on its behalf, or any other person acting under its control.

“Repayment Instalment” means each instalment of principal that is scheduled to fall due under the Finance Documents.

“Repayment Schedule” has the meaning given to that term in paragraph (a) of Clause 7.1 (Repayment of Term Facility).

“Repeating Representations” means the representations and warranties set out in Clauses 18.2 (Status), 18.3 (Power and authority), 18.4 (Legal validity), 18.5 (Non-conflict), paragraph (c)(ii) of Clause 18.10 (Material Project Agreements), 18.17 (Prohibited Payments), 18.18 (Compliance with Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions), 18.19 (Financial statements), 18.22 (Pari passu ranking) and 18.31 (Filing and stamp duties).

“Replacement Reference Rate” means a reference rate which is:

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

“Report” means each report delivered by the Borrower to the Facility Agent under any Finance Document.

“Report Provider” means any professional advisor or other person who has provided a Report.

“Representative” means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian, (in each case, if any), or the replacement thereof duly appointed pursuant to the relevant Finance Document, including as at the Signing Date, (a) the Facility Agent and (b) each Secured Hedge Counterparty.

“Resolution Authority” means any body which has authority to exercise any Write‑down and Conversion Powers.

“Restricted Lender” means a Competitor, an Opportunistic Fund, a Distressed Debt Fund or a Hedge Fund.

“Restricted Payment” means in respect of the Borrower or Land Co (as applicable) the payment of:

whether in cash, property or in kind. For the avoidance of doubt, a VAT Group Settlement Amount shall not constitute a Restricted Payment.

“Restricted Persons” means any person or entity:

“Revenue Account” has the meaning given to that term in the Accounts Agreement.

“Revenues” means, in relation to any Calculation Period, all funds received or projected to be received by the Borrower or any Additional Borrower into the Revenue Account during such period, including (without double-counting):

“Revolving Facility” means a revolving VAT credit facility made available to the Borrower under this Agreement.

“Revolving Facility Commitment” means:

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

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

“Rollover Loan” means one or more Revolving Facility Loans (as applicable):

“S&P” means Standard & Poor’s Rating Services, a division of The McGraw‑Hill Companies, Inc. or any successor to its rating business.

“Sanctions” means any trade, economic or financial sanctions laws or trade embargoes implemented, adapted, imposed, administered and/or enforced from time to time by any Sanctions Authority.

“Sanctions Authority” means:

“Sanctions Event of Default” means the occurrence of an Event of Default under Clause 23.25 (Sanctions Undertakings) or Clause 23.30 (Sanctions Representations).

“Sanctions List” means the “Specially Designated Nationals and Blocked Persons” list maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the “European Union Consolidated Financial Sanctions List” maintained by the European Commission, the “Consolidated List of Financial Sanctions Targets” maintained by His Majesty’s Treasury of the United Kingdom or any similar list maintained by, or public announcement of a Sanctions designation made by, a Sanctions Authority, each as amended, supplemented or substituted from time to time.

“Scheduled Repayment Date” means each 31 March, each 30 June, each 30 September and each 31 December falling after the First Scheduled Repayment Date, as set out in ‎Schedule 7 (Repayment Schedule).

“Second Currency” has the meaning given to that term in paragraph (a) of Clause 15.1 (Currency indemnity).

“Secured Accounts” means all Project Accounts, other than the Distribution Account.

“Secured Debt” means Financial Indebtedness under any Secured Debt Document.

“Secured Debt Document” has the meaning given to that term in the Security Agency and Intercreditor Deed.

“Secured Hedge Counterparty” has the meaning given to it in the Security Agency and Intercreditor Deed.

“Secured Hedging Agreement” has the meaning given to it in the Security Agency and Intercreditor Deed.

“Secured Hedging Termination Payment” means any amount payable by the Borrower under a Secured Hedging Agreement as a result of the termination or close out (whether partial or total) of that Secured Hedging Agreement, other than interest accruing on any amount not paid when due.

“Security Agency and Intercreditor Deed” means the security agency and intercreditor deed dated on or about the date of this Agreement between, among others, the Borrower, the Pledgors, the Facility Agent and the Security Agent.

“Security Agent” has the meaning given to that term in the Preamble.

“Security Document” has the meaning given to that term in the Security Agency and Intercreditor Deed.

“Security Interest” means a mortgage, charge, lien, assignment, hypothecation or other security interest, encumbrance or any other agreement or arrangement having a similar effect.

“Selection Notice” means a notice substantially in the form set out in Part 2 (Form of Selection Notice) of Schedule 3 (Requests) given in accordance with Clause 10 (Interest periods) to select the duration of the next Interest Period for a Loan.

“Signing Date” means the date of this Agreement.

“Social Claim” means any claim or proceeding by any person or any formal notice with respect to any investigation by relevant public authorities having been commenced against the Obligors in respect of (i) any material breach of or material non-conformity with any Social Law or (ii) any material breach of or material non-conformity with or revocation or suspension of a regulatory approval directly relating to a Social Law.

“Social Incident” means:

“Social Law” means any applicable Law, convention or treaty which relates to human health and safety, labour (and/or the conditions of the workplace) or human rights issues.

“SOFR” means the secured overnight financing rate (SOFR) administered by the Federal Reserve Bank of New York (or any other person which takes over the administration of that rate) published (before any correction, recalculation or republication by the administrator) by the Federal Reserve Bank of New York (or any other person which takes over the publication of that rate).

“Specified Time” means a day or time determined in accordance with ‎Schedule 8 (Timetables).

“Subordinated Loans” means any loans extended to the Obligors from time to time which are subordinated to the interests of the Secured Parties under the Finance Documents.

“Subordination Deed” means the subordination deed entered into between, among others, the Security Agent, GPU Co, and the Obligors, pursuant to which GPU Co agrees to subordinate its claims against the Obligors to the Secured Parties, as amended, restated, supplemented, or otherwise modified from time to time.

“Subsidiary” means any person (referred to as the “First Person”) in respect of which another person (referred to as the “Second Person”):

“Super Majority Lenders” means a Lender or Lenders whose Commitments aggregate at least eighty per cent. (80%) or more of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated eighty per cent. (80%) or more of the Total Commitments immediately prior to that reduction), but, for the avoidance of doubt, after the application of Clause 31.9 (Disenfranchisement of Defaulting Lenders).

“Target Completion Date” means 5 April 2027.

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

“Tax Credit” has the meaning given to that term in Clause 12.1 (Definitions).

“Tax Deduction” has the meaning given to that term in Clause 12.1 (Definitions).

“Tax Payment” has the meaning given to that term in Clause 12.1 (Definitions).

“Tax Structuring Report” means the tax structuring report prepared by [***] and [***].

“Technical Due Diligence Report” means the report from [***] dated [***].

“Term Facility” means the senior term loan facility made available under this Agreement as described in Clause 2.1(a) (The Facilities).

“Term Facility Commitment” means:

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

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

“Term SOFR” means the term SOFR reference rate administered by CME Group Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant period published (before any correction, recalculation or republication by the administrator) by CME Group Benchmark Administration Limited (or any other person which takes over the publication of that rate).

“Third Parties Rights Act” means the Contracts (Rights of Third Parties) Act 1999.

“TopCo” means (a) prior to the listing of shares in Nscale Limited by way of an IPO, Nscale Global Holdings Limited, and (b) following the listing of shares in Nscale Limited by way of an IPO, Nscale Limited.

“Total Accordion Facility Commitments” means the aggregate of any Accordion Facility Commitments from time to time.

“Total Commitments” means the aggregate of the Total Term Facility Commitments, Total Revolving Facility Commitments and Total Accordion Facility Commitments.

“Total Net Debt” means, at any time, the aggregate amount of all obligations of the Group for or in respect of Financial Indebtedness at that time but:

“Total Revolving Facility Commitments” means the aggregate of the Revolving Facility Commitments, being USD 65,000,000 (or its equivalent in NOK) as at the Signing Date.

“Total Term Facility Commitments” means the aggregate of the Term Facility Commitments, being USD 725,000,000 as at the Signing Date.

“Trade Instrument” means any performance bond, advance payment bond or standby or documentary letter of credit or other contingent instrument issued in respect of the obligations of any Obligor arising in the ordinary course of trading of that Obligor.

“Transaction Document” means:

“Transaction Security” has the meaning given to that term in the Security Agency and Intercreditor Deed.

“Transfer Certificate” means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate) or any other form agreed between the Borrower and the Facility Agent.

“Transfer Date” means, in relation to an assignment or a transfer, the later of:

“Transformer Station” means the main 132kV transformer station connected to the Project Site, which is owned by [***].

“Treasury Transaction” means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (including any fluctuations to inflation or any inflation index).

“UK Bail‑In Legislation” means Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).

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

“US” means the United States of America.

“US Dollars” or “USD” means the lawful currency for the time being and from time to time of the US.

“US GAAP” means the generally accepted accounting principles from time to time in the US, which include for the avoidance of doubt IFRS.

“US Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday, or (c) a day on which the Securities Industry and Financial Markets Association (or any successor organisation) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in US Government securities.

“Utilisation Date” means the date on which a Loan is made.

“Utilisation Request” means a request for a Loan substantially in the form set out in Part 1 (Utilisation Requests for Loans) of Schedule 3 (Requests).

“VAT” means:

“VAT Group” means any group, unity (or fiscal unity) or similar arrangement for VAT purposes in Norway.

“VAT Group Settlement Amount” means:

“VAT Refund” means any refund or recovery of VAT from the relevant tax authority and, in relation to an Obligor that is a member of a VAT Group, any amount received by that Obligor from the representative member, head or any other member of that VAT Group in respect of any refund or recovery of VAT or any credit obtained by reference to an excess of deductible input Tax over output Tax properly attributable to supplies made to and by that Obligor whilst it is a member of that VAT Group.

“Waiver” means any consent, approval or waiver under or in connection with any Finance Document.

“Write‑down and Conversion Powers” means:

“Written Information” means any factual information provided in writing by or on behalf of an Obligor (including its advisors) or the Pledgor to a Finance Party in connection with the Transaction Documents.

1.2 Construction

1.3 Blocking laws

Any provision of Clauses 8.1 (Mandatory prepayment - illegality), ‎18.17 (Prohibited Payments), 18.18 (Compliance with Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions), Clause ‎20.5 (Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions), 20.6 (Use of proceeds), 8.5 (Mandatory prepayment - Sanctions), 23.25 (Sanctions undertakings), 23.26 (Anti-Money Laundering Laws undertakings), 23.27 (Anti-Corruption Laws undertakings), 23.28 (Anti-Money Laundering Laws representations), 23.29 (Anti-Corruption Laws representations) and, to the extent it relates to the identity of an Eligible Customer, 20.17 (Material Project Agreements), shall not apply to or benefit any Lender which notifies in writing the Facility Agent about a conflict with a Blocking Law it is bound by, to the extent that such Lender complying with or agreeing to or accepting any rights under or enjoying the benefit of (including by exercising any rights on the grounds of breach of or with respect to any request under) such provisions would be in breach or would result in a breach of the applicable Blocking Law by such Lender.

2. The Facilities

2.1 The Facilities

Subject to the terms of this Agreement, the Lenders make available to the Borrower the following facilities:

2.2 Accordion Facility

and such Accordion Facility Notice shall be deemed to have been duly completed if it is signed by the Borrower and specifies the matters in paragraphs (i) to (vii) above in respect of such Accordion Facility and prior to the applicable Accordion Facility Commencement Date, without prejudice to the rights of the Facility Agent or the Security Agent to request any other information which the Facility Agent or Security Agent may reasonably require in relation to such Accordion Facility.

and no Utilisation Request in relation to an Accordion Facility shall be valid unless prior to (or simultaneously with) the delivery of the relevant Utilisation Request in relation to such Accordion Facility, the requirements of this Clause 2.2 have been satisfied.

“Accordion Facility Proportion” means, in relation to a Proposed Accordion Facility Size, the proportion borne from time to time by a Participating Lender’s proposed Accordion Facility Commitment to that Proposed Accordion Facility Size.

“Accordion Facility Proposal” means a notice from the Borrower addressed to each Lender which: (A) invites each Lender to participate in a proposed Accordion Facility; and (B) sets out the key terms of the proposed Accordion Facility, including the proposed Accordion Facility Commitments, pricing (including margin and any applicable fees) and any other material terms.

“Accordion Facility Shortfall” means, in relation to a Proposed Accordion Facility Size, any amount by which that Proposed Accordion Facility Size exceeds the aggregate of the proposed Accordion Facility Commitments offered by the Participating Lenders pursuant to paragraph (ii) below (as adjusted, if applicable, pursuant to paragraph (iv) below).

“Accordion Facility Solicitation Period” means, in relation to an Accordion Facility Proposal, the period of time starting on the date of that Accordion Facility Proposal and ending on the date which falls fifteen (15) Business Days after the date of that Accordion Facility Proposal.

“Further Accordion Facility Shortfall” means, in relation to a Proposed Accordion Facility Size, any amount by which that Proposed Accordion Facility Size exceeds the aggregate of the proposed Accordion Facility Commitments offered by the Participating Lenders following the operation of paragraph (v) below.

“Participating Lender” means, in relation to an Accordion Facility Proposal, any Lender which makes an offer in respect of the Accordion Facility proposed in that Accordion Facility Proposal pursuant to paragraph (ii) below.

“Proposed Accordion Facility Size” means, in relation to an Accordion Facility Proposal, the proposed Total Accordion Facility Commitments set out in that Accordion Facility Proposal.

2.3 Increase

request that the Commitments relating to any Facility be increased (and the Commitments relating to that Facility shall be so increased) in an aggregate amount of up to the amount of the Available Commitments or Commitments relating to that Facility so cancelled as follows:

2.4 Nature of a Finance Party’s Rights and Obligations

3. Purpose

3.1 Purpose

3.2 Monitoring

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

4. Conditions Precedent

4.1 Initial conditions precedent

4.2 Further conditions precedent

Subject to Clause 4.1 (Initial conditions precedent), the Borrower may not request a Loan, and the Lenders shall not be obliged to make available any Loan by the Utilisation Date in accordance with the terms of this Agreement unless the Borrower has delivered a certificate to the Facility Agent confirming:

4.3 Maximum number of Utilisations

5. Loans

5.1 Availability and Drawdown

5.2 Currency and amount

5.3 Lenders’ participation

5.4 Saving of right

Without limiting the generality of Clause 31 (Amendments and Waivers), any Waiver of a condition to the disbursement of Loans in Clause 4 (Conditions Precedent) with respect to any Loan, shall be without prejudice to the conditions to the disbursement of any subsequent Loan.

6. Ancillary facilities

6.1 Type of Facility

An Ancillary Facility may be by way of:

6.2 Availability

with effect from the date agreed by the Borrower and the Ancillary Lender.

6.3 Terms of Ancillary Facilities

6.4 Repayment of Ancillary Facility

would not prevent the Borrower funding the repayment of those Ancillary Outstandings in full by way of a Loan under the relevant Facility.

6.5 Limitation on Ancillary Outstandings

The Borrower shall procure that the Ancillary Outstandings under any Ancillary Facility shall not exceed the Ancillary Commitment applicable to that Ancillary Facility.

6.6 Adjustment for Ancillary Facilities upon acceleration

6.7 Information

The Borrower and each Ancillary Lender shall, promptly upon request by the Administrative Agent, supply the Administrative Agent with any information relating to the operation of an Ancillary Facility (including the Ancillary Outstandings) as the Administrative Agent may

reasonably request from time to time. The Borrower consents to all such information being released to the Administrative Agent and the other Finance Parties.

6.8 Affiliates of Lenders as Ancillary Lenders

6.9 Additional Borrowers

6.10 Commitment amounts

Notwithstanding any other term of this Agreement, each Lender shall ensure that at all times its Commitment under the Accordion Revolving Facility is not less than:

6.11 Amendments and Waivers – Ancillary Facilities

No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 6). In such a case, Clause 31 (Amendments and Waivers) will apply.

7. Repayment

7.1 Repayment of Term Facility

7.2 Repayment of Revolving Facility

the aggregate amount of the new Revolving Facility Loans shall, unless the Borrower notifies the Facility Agent to the contrary in the relevant Utilisation Request, be treated as if applied in or towards repayment of the maturing Revolving Facility Loan so that:

7.3 Repayment of Accordion Facility Loans

Notwithstanding any other provision of this Agreement, the Borrower shall repay all amounts borrowed by it under an Accordion Facility in accordance with the terms set out in the Accordion Facility Notice relating to that Accordion Facility.

8. Prepayment and Cancellation

8.1 Mandatory prepayment – illegality

If, in any applicable jurisdiction, it becomes unlawful or contrary to or in breach of any Sanctions binding upon a Lender (or any Affiliate of a Lender) for such Lender (or that Affiliate of a Lender) to perform any of its obligations as contemplated by this Agreement or under any Finance Document or to fund, issue or maintain its participation in any Loan, then:

8.2 Mandatory prepayment – insurance and compensation

The Borrower shall, or shall cause its Affiliates to, prepay Loans, and shall cancel Available Commitments, in amounts equal to the following amounts at the times and in the order of application contemplated by Clause 8.17 (General):

8.3 Mandatory prepayment – Applicable Disposal Proceeds and Award Proceeds

The Borrower shall prepay Term Loans, and cancel Available Commitments, in amounts equal to the Applicable Disposal Proceeds and Award Proceeds, at the times and in the order of application contemplated by Clause 8.17 (General).

8.4 Mandatory prepayment – Liquidated Damages Proceeds

The Borrower shall prepay Term Loans, and cancel Available Commitments, in amounts equal to the amount of Applicable Liquidated Damages Proceeds at the times and in the order of application contemplated by Clause 8.17 (General).

8.5 Mandatory prepayment – Sanctions

then:

no Lender shall be obliged to fund a Loan and each Lender shall have the right to:

8.6 Mandatory Prepayment – Change of Control

Upon the occurrence of a Change of Control, the Borrower shall promptly notify the Facility Agent of that event and:

8.7 Mandatory prepayment – Ratio Cash Trap Event

If a Ratio Cash Trap Event occurs in respect of two (2) successive Calculation Periods, the Borrower shall, within twenty (20) Business Days of the date upon which the Borrower has delivered the Compliance Certificate evidencing the second such successive Ratio Cash Trap Event, prepay the Term Loans in an amount equal to fifty percent (50%) of the amounts deposited in the Cash Trap Reserve Account, and shall continue to prepay the Term Loans in an amount equal to fifty percent (50%) of the applicable Cash Trap Amount in respect of each subsequent Calculation Period for which a Ratio Cash Trap Event is continuing, until no Ratio Cash Trap Event is continuing.

8.8 Mandatory prepayment – Offtake Termination Event

If an Offtake Termination Event is continuing for one (1) year, the Borrower shall apply one hundred percent (100%) of the applicable Cash Trap Amount relating to such Offtake Termination Event in prepayment of the Term Loans on each quarterly repayment date under the Term Facility until such Offtake Cash Trap Event is no longer continuing. For the avoidance of doubt, there shall be no double-counting of any Cash Trap Amount under Clause 8.7 (Mandatory prepayment – Ratio Cash Trap Event) and this Clause 8.8 (Mandatory prepayment – Offtake Termination Event).

8.9 Mandatory prepayment – VAT Refunds

The Borrower shall procure that any VAT Refunds received by it, including any amount treated as a VAT Refund pursuant to Clause 12.9(f) (VAT Group Indemnity), are applied in discharge of any Secondary VAT Liability or in prepayment of the Revolving Facility in accordance with the Accounts Agreement, other than to the extent such VAT Refunds are to be applied in payment of a VAT Group Settlement Amount.

8.10 Mandatory prepayment - Environmental and Social Incidents and Claims

If:

the Borrower shall prepay in full all Loans owing at such time to Eksfin, and cancel in full any Available Commitments of Eksfin, in each case within thirty (30) days of receipt by the Borrower of a notice of mandatory prepayment from the Facility Agent (acting on the instruction of Eksfin). Any such notice shall set out in reasonable detail the applicable breach to which such prepayment notice relates.

8.11 Voluntary prepayment of Term Loans

8.12 Voluntary prepayment of Revolving Facility Loans

The Borrower may, if it gives the Facility Agent not less than five (5) Business Days’ prior notice, prepay the whole or any part of the Revolving Facility Loans under the Revolving Facility or Accordion Revolving Facility Loans under an Accordion Revolving Facility (but, if in part, being a minimum amount of USD 5,000,000 (or its equivalent in NOK) or, in respect of an Accordion Revolving Facility, such other minimum amount as specified in the relevant Accordion Facility Notice).

8.13 Voluntary cancellation – Term Facility

8.14 Voluntary cancellation – Revolving Facility

8.15 Right of cancellation in relation to a Defaulting Lender

8.16 Right of repayment and cancellation of a single Lender

then the Borrower may, while the requirement giving rise to the requirement for that increase or indemnification continues, give the notice of cancellation of the Available Commitment(s) of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans, which repayment may be funded from any available source (including Equity Funding or amounts which would otherwise be available to fund a Restricted Payment).

then the Borrower may, if it gives the Facility Agent and the relevant Lender(s) not less than five (5) Business Days’ prior notice, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 28 (Transfers by the Lenders) all (and not part only) of its rights and obligations under this Agreement to a transferee Lender which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 28 (Transfers by the Lenders) for a purchase price in cash payable at the time of the transfer in an amount equal to the outstanding principal amount of such Lender’s participation in the outstanding Loans, Break Costs (if applicable) and all other amounts payable in relation thereto under the Finance Documents.

8.17 General

then it must at the same time make a pro rata prepayment (based on the total principal amount outstanding) of each of the other Term Facility and (to the extent specified in the relevant Accordion Facility Notice) any Accordion Term Facility.