CONTENTS

THIS AGREEMENT is dated 29 July 2026, and made

BETWEEN:

IT IS AGREED as follows:

SECTION 1

INTERPRETATION

In this Agreement:

“Acceptable Bank” means:

“Accession Deed” means a document substantially in the form set out in Schedule 6 (Form of Accession Deed).

“Accounting Principles” means:

“Accounting Reference Date” means 31 December.

“Actual Service Commencement Date” means the “Actual Service Commencement Date” as defined in the [***] Customer Contract.

“Additional Guarantor” means a company which becomes an Additional Guarantor in accordance with Clause 26 (Changes to the Obligors).

“Adjusted Free Cashflow” means, for any calendar month, the Free Cashflow for such calendar month minus:

“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.

“AI Diffusion Rule” means:

“Annual Financial Statements” has the meaning given to that term in Clause 21 (Information Undertakings).

“Approved Operating Expenses” means, with respect to any calendar month (without double counting):

provided that where any third party expenses relating to either: (i) Data Centre service charges; or (ii) Data Centre power charges, (in each case, incurred in the ordinary course of business) are dependent on a fluctuating rate, the amount in the Base Case Model will be deemed to be adjusted for any increase in such rate.

“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 assignee provided that if that other form does not contain the undertaking set out in the form set out in Schedule 5 (Form of Assignment Agreement) it shall not be a Creditor Accession Undertaking as defined in, and for the purposes of, the Intercreditor Agreement.

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

“Availability Period” means the period from and including the date of this Agreement to and including 31 December 2026.

“Available Commitment” means a Lender’s Commitment minus (subject as set out below):

“Available Facility” means the aggregate for the time being of each Lender’s Available Commitment.

“Base Case Model” means the financial model including cashflow projections in agreed form relating to the Borrower (for these purposes assuming completion of the purchase of GPU Assets) prepared by the Borrower (including any updates agreed between the Borrower and the Agent) pursuant to Clause 21.3 (Revised financial model).

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

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in London and Reykjavik.

“Cash” means, at any time, cash denominated in ISK, Euro, US$ or sterling in hand or at bank and (in the latter case) credited to an account in the name of an Obligor with an Acceptable Bank and to which an Obligor is alone (or together with other Obligors) beneficially entitled and for so long as:

“Cash Cover Release Date” has the meaning given to that term in Clause 22.38 (Restricted Cash or Letter of Credit).

“Cash Equivalent Investments” means at any time:

to the extent that investment can be turned into cash on not more than 30 days’ notice; or

in each case, denominated in US$, sterling, euro or ISK and to which any Obligor is alone (or together with other Obligors) beneficially entitled at that time and which is not issued or guaranteed by any member of the Group or subject to any Security (other than Security arising under the Transaction Security Documents).

“Central Bank Rate” means:

“Central Bank Rate Adjustment” means in relation to the Central Bank Rate prevailing at close of business on any US Government Securities Business Day, the 20 per cent. trimmed arithmetic mean (calculated by the Agent) of the Central Bank Rate Spread for the five most immediately preceding US Government Securities Business Day for which the Reference Rate was available, excluding the days with the highest (and, if there is more than one highest spread, only one of those highest spreads) and lowest spreads (or, if there is more than one lowest spread, only one of those lowest spreads) to the Central Bank Rate.

“Central Bank Rate Spread” means in relation to any US Government Securities Business Day, the difference (expressed as a percentage rate per annum) calculated by the Agent (or by any other Finance Party which agrees to do so in place of the Agent) of:

“Change of Control” means:

For the purposes of this paragraph (b):

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

“Closing Date” means the date on which the Agent is satisfied that all conditions precedent in Clause 3.1 (Initial conditions precedent) and Clause 3.2 (Further conditions precedent) have been satisfied or waived.

“Code” means the US Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and the rulings issued thereunder.

“Collection Account” means the bank account with account number [***] and with [***] held in the name of the Borrower in the Republic of Ireland with JP Morgan SE (Dublin Branch).

“Commitment” means:

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

“Confidential Information” means all information relating to the Parent, the Borrower, any Obligor, the Group, the Finance Documents or the 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 the Facility from either:

in whatever form, and includes information given orally and 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 information that:

“Confidentiality Undertaking” means a confidentiality undertaking substantially in a recommended form of the LMA as set out in Schedule 7 (LMA Form of Confidentiality Undertaking) or in any other form agreed between the Borrower and the Agent.

“Constitutional Documents” means the memorandum and articles of association of the Borrower.

“Cost Cover Letter” means the letter dated 9 April 2026 and entered into between the Agent and Nscale Global Holdings Limited.

“CTA” means the Corporation Tax Act 2009.

“Customer” means:

“Customer Contract” means:

“Customer Guarantee” means each guarantee provided by a Customer Guarantor.

“Customer Guarantor” means:

“Data Centre” means the data centre operated by the Data Centre Operator at Borealis Data Centre, Blönduós Campus, Iceland.

“Data Centre Agreements” means

“Data Centre Agreement Direct Agreement” means the direct agreement relating to the Data Centre Agreements and entered into between the Borrower, the Security Agent and the Data Centre Operator on or about the date of this Agreement.

“Data Centre Operator” means [***].

“Data Centre Operator Consent Letter” means the consent letter from the Data Centre Operator dated on or around the date of this Agreement and addressed to the Borrower with respect to the GPU Assets.

“Data Centre Novation Agreement” means the agreement between: (1) the Data Centre Operator; (2) the Borrower; (3) Nscale Services UK Limited; and (4) Nscale Global Holdings Limited dated 7 April 2026 novating the Data Centre Agreements from NScale Services UK Limited to the Borrower.

“Data Room” means the information and documents contained in the data room named “Nscale – Debt Financing”, operated by [***] and prepared by the Borrower as of the date on which the Borrower and the Agent agree in writing that the data room is closed.

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

any Commitment or amount outstanding under this Agreement.

“Default” means an Event of Default or any event or circumstance specified in Clause 23 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

“Defaulting Lender” means any Lender (other than a Lender which is an Investor Affiliate):

“Delegate” means any delegate, agent, attorney or co‑trustee appointed by the Security Agent.

“Disposal” has the meaning given to that term in Clause 7.2 (Disposal and Insurance Proceeds, Customer Termination Proceeds, Key Supplier Warranty Proceeds and Excess Cashflow Payment Amounts).

“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.

“Early Repayment Date” has the meaning given to that term in Clause 6.2(a) (Voluntary prepayment).

“Eligible Institution” means any Lender or other bank, financial institution, trust, fund or other entity selected by the Borrower and which, in each case, is not an Investor Affiliate, the Parent, Batman Holdco or a member of the Nscale Group.

“Enforcement Action” means in relation to any Liabilities, any action to:

provided that the following shall not constitute Enforcement Action:

provided further that none of the actions listed in paragraphs (e)(i) and (e)(ii) above shall result in an Insolvency Event.

“English Security Documents” means each of the documents listed as being an English Security Document in paragraph 3(e) of Part I of Schedule 2 (Conditions Precedent) and any other document entered into by any Obligor governed by English law or creating or expressed to create any Security over all or any part of its assets in England and Wales in respect of the obligations of any of the Obligors under any of the Finance Documents.

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

“Environmental Claim” means any claim, proceeding, formal notice or investigation by any person in respect of any Environmental Law.

“Environmental Law” means any applicable law or regulation which relates to:

“Environmental Permits” means any permit and other Authorisation and the filing of any notification, report or assessment required under any Environmental Law for the operation of the business of any member of the Group conducted on or from the properties owned or used by any member of the Group.

“Equipment Debt Portion Pre‑Funding Amount” means such amounts (less the Equipment Equity Portion) that have been paid to the Reseller under the Equipment Purchase Contract on behalf of the Borrower.

“Equipment Equity Portion” means the delta between Equipment Purchase Price and the proposed Utilisation corresponding to that Equipment Purchase Price.

“Equipment Purchase Contract” means each of the following:

in each case in form and substance satisfactory to the Agent.

“Equipment Purchase Price” means an amount equal to $[***], and in any event not less than $[***].

“Equity Investment” means an equity subscription and/or a subordinated shareholder loan investment, in each case in cash.

“Event of Default” means any event or circumstance specified as such in Clause 23 (Events of Default).

“Excess Cashflow Payment Amount” means, for each calendar month, the greater of:

minus, the Nscale Excess Cashflow Payment Amount for that calendar month.

“Export Control Law” means (a) all applicable export control laws and regulations imposed, administered, or enforced by the US government, including without limitation the Export Administration Regulations, the Export Control Reform Act of 2018 (and any act or legislation which amends Export Control Reform Act of 2018), the AI Diffusion Rule, and the International Traffic in Arms Regulations; and (b) all applicable export control laws and regulations imposed, administered or enforced by any other country, except to the extent inconsistent with US laws.

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

“Facility Office” means:

“Fallback Interest Period” means, where an Interest Period greater than one month is agreed between the Agent and the Borrower in a Utilisation Request, one month.

“FATCA” means:

“FATCA Application Date” means:

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

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

“Fee Letter” means any letter or letters dated on or about the date of this Agreement between the Borrower, the Mandated Lead Arranger, the Agent, the Security Agent and/or a Lender setting out, inter alia, any of the fees referred to in Clause 12 (Fees).

“Final Maturity Date” means the date falling 46 Months from the first Utilisation Date.

“Finance Document” means this Agreement, any Accession Deed, each Fee Letter, the Cost Cover Letter, any Transaction Security Document, any Hedging Agreement, the Intercreditor Agreement, any Utilisation Request, the Data Centre Agreement Direct Agreement and any other document designated as a “Finance Document” by the Agent and the Borrower (provided that a document may only be designated as such if it relates to the transactions contemplated by the existing Finance Documents), and further provided that where the term Finance Document is used in, and construed for the purposes of, this Agreement or the Intercreditor Agreement, a 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 the Accounting Principles, be treated as a balance sheet liability.

“Finance Party” means the Mandated Lead Arranger, the Agent, the Security Agent, a Lender or a Hedge Counterparty, provided that where the term Finance Party is used in, and construed for the purposes of, this Agreement or the Intercreditor Agreement, a Hedge Counterparty shall be a Finance Party only for the purposes of:

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

“Financial Year” means the annual accounting period of the Group ending on an Accounting Reference Date.

“Free Cashflow” means, for each calendar month, the positive difference between:

“Funding Rate” means any individual rate notified by a Lender to the Agent pursuant to paragraph (a)(ii) of Clause 10.3 (Cost of Funds).

“Funds Flow Statement” means a funds flow statement in agreed form.

“General Account” means the bank account with account number [***] and with [***] held in the name of the Borrower in the Republic of Ireland with JP Morgan SE (Dublin Branch).

“GPU Acquisition” means each acquisition of GPUs by the Borrower from the Reseller in accordance with the Equipment Purchase Contract.

“GPU Assets” means the GPUs and the [***] Servers together with any and all:

in each case that are purchased by, or transferred to, the Borrower.

“GPUs” shall mean the [***] graphics processing units and such other graphics processing units approved in writing by the Agent.

“Group” means Batman Midco and each of its Subsidiaries for the time being.

“Group Structure Chart” means the Group structure chart in the agreed form.

“Guarantor” means an Original Guarantor or an Additional Guarantor, unless it has ceased to be a Guarantor in accordance with Clause 26 (Changes to the Obligors).

“Headroom” means, on any Repayment Date, an amount equal to the aggregate of:

received by the Agent on behalf of the Lenders and applied or due to be applied in prepayment or repayment of the Loans, less, the aggregate of the Scheduled Repayments due and payable up to and including that Repayment Date.

“Hedge Counterparty” means any entity which has become a Party as a Hedge Counterparty in accordance with Clause 24.9 (Accession of Hedge Counterparties) and which is or has become a party to the Intercreditor Agreement as a Hedge Counterparty in accordance with the provisions of the Intercreditor Agreement provided that the Nscale Hedge Provider shall not be a Hedge Counterparty.

“Hedging Agreement” means any master agreement, confirmation, schedule or other agreement in agreed form entered into or to be entered into by the Borrower and a Hedge Counterparty for the purpose of hedging the types of liabilities and/or risks in relation to the Facility which Clause 22.40(b) (Conditions subsequent) (by reference to its form at the time that master agreement, confirmation, schedule or other agreement (as the case may be) is entered into) either requires or had required, to be hedged.

“Historic Term SOFR” means, in relation to any Loan, the most recent applicable Term SOFR for a period equal in length to three months and which is as of a day which is no more than five days before the Quotation Day.

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

“Icelandic Obligor” means the Borrower and any Additional Guarantor which is incorporated and registered in Iceland.

“Icelandic Security Documents” means each of the documents listed as being an Icelandic Security Document in paragraph 3(f) of Part I of Schedule 2 (Conditions Precedent) and any other document entered into by any Obligor creating or expressed to create any Security over all or any part of its assets in Iceland in respect of the obligations of any of the Obligors under any of the Finance Documents.

“IFRS” means the International Financial Reporting Standards issued and/or adopted by the International Accounting Standards Board.

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

payment is made within three Business Days of its due date; or

“Increase Confirmation” means a confirmation substantially in the form set out in Schedule 8 (Form of Increase Confirmation).

“Increase Lender” has the meaning given to that term in Clause 2.2 (Increase).

“Information Package” means the Base Case Model and the Data Room.

“Insolvency Event” in relation to an entity means that the entity:

“Intellectual Property” means:

“Intercreditor Agreement” means the intercreditor agreement dated on or around the date of this Agreement and made between, among others, the Parent, the Debtors (as defined in the Intercreditor Agreement) and Macquarie Bank Limited (London Branch) as Security Agent.

“Interest Payment Date” means the tenth day of each calendar month.

“Interest Period” means, in relation to a Loan, the period starting on the date of drawdown of such Loan (or the end of the preceding Interest Period, as the case may be) and ending on the last day of the calendar month and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.3 (Default Interest).

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

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

“Intra‑Group Services Agreement” means any of the following:

in each case with respect to certain intra‑group services.

“Investor Affiliate” means each Investor, each of its Affiliates, any trust of which any Investor or any of its respective Affiliates is a trustee, any partnership of which any Investor or any of its respective Affiliates is a partner and any trust, fund or other entity which is managed by, or is under the control of, any Investor or any of its respective Affiliates provided that any such trust, fund or other entity which has been established for at least 6 months solely for the purpose of making, purchasing or investing in loans or debt securities and which is managed or controlled independently from all other trusts, funds or other entities managed or controlled by any Investor or any of its respective Affiliates which have been established for the primary or main purpose of investing in the share capital of companies shall not constitute an Investor Affiliate.

“Investors” means any ultimate beneficial owner of 5 per cent. or more of the issued share capital in the Parent and their or any subsequent successors or assigns or transferees.

“Irish Security Documents” means the account pledge agreement entered into between the Borrower and the Security Agent relating to the bank accounts held in the Republic of Ireland and any other document entered into by any Obligor governed by Irish law or creating or expressed to create any Security over all or any part of its assets in the Republic of Ireland in respect of the obligations of any of the Obligors under any of the Finance Documents.

“ITA” means the Income Tax Act 2007.

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

“Key Supplier Warranties” means each of the manufacturer, distributor and supplier warranties and guarantees relating to GPUs and the [***].

“Legal Due Diligence Report” means the legal due diligence report based on the information and documents in the Data Room dated 22 July 2026 prepared by Addleshaw Goddard LLP relating to the Borrower’s business and addressed to, and/or capable of being relied upon by, the Finance Parties.

“Legal Reservations” means:

“Lender” means:

which in each case has not ceased to be a Party as such in accordance with the terms of this Agreement.

“Liabilities” means all the liabilities of any Obligor to any Finance Party in connection with any of the Finance Documents.

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

“LMA” means the Loan Market Association.

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

“Majority Lenders” means a Lender or Lenders whose Commitments aggregate more than 66⅔ per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66⅔ per cent. of the Total Commitments immediately prior to that reduction).

“Margin” means five point five per cent. per annum.

“Market Disruption Rate” means the Reference Rate.

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

“Material Project Contracts” means:

“Minimum MOIC Shortfall Amount” means, with respect to a Lender, the higher of:

“Minimum MOIC Amount” shall have the meaning given to that term in Clause 6.5 (Multiple on invested capital).

“MOIC Payments” means the aggregate amounts actually paid in cash by (or on behalf of) the Borrower to a Lender in respect of the Facility, including all repayments of principal and payments of interest but excluding any fees paid to any Finance Party in accordance with Clause 12 (Fees).

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month.

“New Lender” has the meaning given to that term in Clause 24 (Changes to the Lenders).

“New Shareholder Injections” means the aggregate amount of Equity Investment subscribed for by any person (other than a member of the Group) for ordinary shares in the Borrower or for subordinated loan notes or other subordinated debt instruments to the Borrower in the form of Subordinated Debt on terms acceptable to the Majority Lenders.

“Non‑Consenting Lender” has the meaning given to that term in Clause 36.8 (Replacement of Lender).

“Notifiable Debt Purchase Transaction” has the meaning given to that term in paragraph (b) of Clause 25.2 (Disenfranchisement of Investor Affiliates).

“Nscale Back‑to‑Back Swap” means a swap arrangement between the Borrower and the Nscale Hedge Provider reflecting (on a “back‑to‑back” basis) the Nscale Underlying Swap, in form and substance satisfactory to the Agent.

“Nscale Excess Cashflow Payment Amount” means, with respect to any calendar month, the lesser of:

“Nscale Group” means the Parent and its Subsidiaries (including the members of the Group) for the time being.

“Nscale Hedge Provider” means Nscale Intermediate Holdings Limited.

“Nscale Underlying Swap” means a hedging transaction executed between the Nscale Hedge Provider and a third‑party hedge provider for the purposes of hedging interest rate risk of the Borrower arising pursuant to this Agreement, in form and substance satisfactory to the Agent.

“Obligor” means the Borrower or a Guarantor.

“Obligors’ Agent” means the Borrower, appointed to act on behalf of each Obligor in relation to the Finance Documents pursuant to Clause 2.4 (Obligors’ Agent).

“OEM” means each original equipment manufacturer in relation to the GPUs.

“OFAC” means the Office of Foreign Assets Control of the US Department of Treasury.

“Original Financial Statements” means:

“Original Guarantor” means the entities listed in of Part I of Schedule 1 (The Original Parties) as original guarantors.

“Original Jurisdiction” means, in relation to an Obligor, the jurisdiction under whose laws that Obligor is incorporated as at the date of this Agreement or, in the case of an Additional Guarantor, as at the date on which that Additional Guarantor becomes Party as a Guarantor.

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

“Overdue Scheduled Repayment” has the meaning set out in Clause 23.1 (Non‑payment).

“Parent Group” means the Parent and each of its Subsidiaries (other than members of the Group) for the time being.

“Parent Reorganisation” means the reorganisation of the Nscale Group pursuant to which (among other things) the Parent acquired the entire issued share capital in Nscale Global Holdings Limited.

“Participating Member State” means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

“Party” means a party to this Agreement.

“Perfection Requirements” means the making or procuring of appropriate registrations, filings, endorsements, notarisations, stampings and/or notifications of the Transaction Security Documents and/or the Security expressed to be created under the Transaction Security Documents determined by the legal advisers to the Agent to be necessary or desirable in any Relevant Jurisdiction for the enforceability or production in evidence of the relevant Transaction Security Document.

“Permitted Disposal” means:

“Permitted Distribution” means:

provided that, in each case, no Event of Default has occurred or would occur as a consequence of such payment and such payment is not in breach of the Intercreditor Agreement.

“Permitted Financial Indebtedness” means Financial Indebtedness arising under:

“Permitted Guarantee” means any guarantee permitted under Clause 22.23 (Financial Indebtedness).

“Permitted Security” means:

“Permitted Share Issue” means an issue of ordinary shares by an Obligor to its immediate Holding Company, paid for in full in cash upon issue and which by their terms are not redeemable and where:

“Permitted Transaction” means any disposal required, Financial Indebtedness incurred, guarantee, indemnity or Security or Quasi‑Security given, or other transaction arising, under the Transaction Documents.

“Prohibition Event” has the meaning set out in clause 13.1 of the [***] Customer Contract.

“Qualifying Lender” has the meaning given to that term in Clause 13 (Tax Gross‑Up and Indemnities).

“Quasi‑Security” has the meaning given to that term in Clause 22.16 (Negative pledge).

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

“Receiver” means a receiver or receiver and manager or administrative receiver of the whole or any part of the Charged Property.

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

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

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

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

“Repayment Amount” means at the relevant Repayment Date, the amount set out opposite such date in the Repayment Schedule.

“Repayment Date” means:

“Repayment Schedule” means the repayment schedule issued by the Agent as set out in Schedule 10 (Repayment schedule) (as updated from time to time as agreed between the Agent and the Borrower).

“Repeating Representations” means each of the representations set out in Clause 20.2 (Status) to Clause 20.7 (Governing law and enforcement), Clause 20.11 (No default), paragraph (e) of Clause 20.12 (No misleading information), Clause 20.13 (Financial Statements), Clause 20.16 (Export Control Laws), Clause 20.17 (WMD or military‑intelligence end‑use), Clause 20.20 (Anti‑corruption law) to Clause 20.25 (Legal and beneficial ownership), Clause 20.29 (Obligors) to Clause 20.31 (The Intercreditor Agreement, Intra‑Group Services Agreements and other documents), paragraph (b) of Clause 20.32 (The Customer Contracts and the Data Centre Agreements) and Clause 20.34 (Material Project Contracts) to Clause 20.36 (Pensions).

“Reporting Day” means:

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

“Reseller” means [***] whose registered office is at [***].

“Restricted Cash Account” means the bank account with number [***] and with [***] held in the name of the Borrower in the Republic of Ireland with JP Morgan SE (Dublin Branch).

“Restricted Cash Amount” means $[***].

“Restricted Party” means a person that is:

“Revenue Bridge Loan” means a non‑interest bearing loan made by:

in each case, exclusively for the purpose of funding the payment by the Borrower of:

in each case relating to a calendar month for which the receipt of Revenues (or any part thereof) due to the Borrower relating to such calendar month (any such month a “Delayed Revenue Payment Month”) has been delayed past the applicable due date.

“Revenues” means in respect of any GPU Assets and/or Customer Contracts, any amount of revenue whatsoever payable, received or recovered in respect of rent, service charges, hire charges, usage fees, price per hour charges, principal or interest for or in connection with a GPU Asset or any other amount owed to the Borrower by the relevant Customer or any other third party in connection with GPU Asset or a Customer Contract, including as a result of enforcement of any security, guarantee, other credit support, or any sales proceeds from the sale of any GPU Assets.

“Revised Financial Model” has the meaning given to that term in Clause 21.3 (Revised financial model).

“Sanctioned Country” means a country or territory that is the target of country‑wide or territory‑wide Sanctions being, as at the date of this Agreement: Cuba, Iran, North Korea, The Russian Federation, Syria, Venezuela and territories of Ukraine not under the control of the Ukrainian government (the non‑governmental controlled areas of Crimea, Donetsk, Zaporizhzhia, Kherson and Luhansk).

“Sanctions” means the economic, financial or trade sanctions, regulations, embargoes and other restrictive measures administered, enacted or enforced by:

or by the respective governmental institutions and agencies of any of the foregoing, including, without limitation, OFAC, the United States Department of Commerce, the UK’s Office of Financial Sanctions Implementation of His Majesty’s Treasury (OFSI), the UK’s Foreign, Commonwealth & Development Office (FCDO), the Australian Sanctions Office (a part of the Australian Department of Foreign Affairs and Trade), the United Nations Security Council and the Icelandic Ministry of Foreign Affairs,

(together the “Sanctions Authorities”).

“Scheduled Repayment” means, for any calendar month, the amount of principal payable by the Borrower for such calendar month (and on the Repayment Date for such calendar month) set out in the Repayment Schedule.

“Secured Parties” has the meaning given to such term in the Intercreditor Agreement.

“Security” means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

“Senior Management” means each of Joshua Payne and Ron Huisman.

“Service Credits” means the service credits given to a Customer under a Customer Contract against (and which reduces) the revenues payable by the Customer under such Customer Contract.

“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 by the Federal Reserve Bank of New York (or any other person which takes over the publication of that rate).

“[***]” means [***].

“[***] Customer Contract” means [***].

“Structural Intra‑Group Loans” means

in each case minus any amounts repaid in accordance with the Funds Flow Statement; and

“Subordinated Debt” means any loans by Batman Midco to the Borrower which by their terms are subordinated pursuant to the terms of the Intercreditor Agreement, including the Structural Intra‑Group Loans.

“Subsidiary” means a subsidiary within the meaning of section 1159 of the Companies Act 2006 or for the purpose of an entity incorporated (or established) in Iceland, within the meaning of Act, no. 138/1994, respecting Private Limited Companies, or Act, no. 2/1995, respecting Public Limited Companies, as applicable.

“Super Majority Lenders” means a Lender or Lenders whose Commitments aggregate 80 per cent. or more of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated 80 per cent. or more of the Total Commitments immediately prior to that reduction).

“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).

“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 by CME Group Benchmark Administration Limited (or any other person which takes over the publication of that rate).

“Total Commitments” means the aggregate of the Commitments, being US$331,893,517 at the date of this Agreement.

“Transaction Documents” means the Finance Documents, the Material Project Contracts, the Structural Intra‑Group Loans, the Constitutional Documents and any Nscale Back‑to‑Back Swap.

“Transaction Security” means the Security created or expressed to be created in favour of the Security Agent pursuant to the Transaction Security Documents.

“Transaction Security Documents” means the English Security Documents, the Irish Security Documents and the Icelandic Security Documents and any security document entered into pursuant to Clause 26.2 (Additional Guarantors).

“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 Agent and the Borrower.

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

“Treasury Transactions” means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.

“UK GAAP” means the generally accepted accounting practice in the United Kingdom including international accounting standards within the meaning of section 474(1) of the Companies Act 2006 to the extent applicable to the relevant financial statements.

“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 GAAP” means the generally accepted accounting practice in the United States of America.

“US Government Securities Business Day” means any day other than:

“Utilisation” means a Loan.

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

“Utilisation Request” means a notice substantially in the relevant form set out in Schedule 3 (Requests).

“VAT” means:

In this Agreement or any other Finance Document, if applicable, where it relates to an entity incorporated in Iceland, a reference to:

“$”, “US$” and “dollars” denote the lawful currency of the United States of America, “£”, “GBP” and “sterling” denote the lawful currency of the United Kingdom, “€”, “EUR” and “euro” denote the single currency of the Participating Member States and “ISK” and “Icelandic kroner” denote the lawful currency of Iceland.

If any provision of a Finance Document requires a director or secretary of any member of the Group to provide any information, to certify any matter or to make any presentation, any such provision, notification or presentation shall, provided that it is made in good faith, be made without personal liability on the part of such director or secretary (other than in the case of fraud, wilful default or gross negligence).

SECTION 2
THE FACILITY

Subject to the terms of this Agreement, the Lenders make available a term loan facility in an aggregate amount equal to the Total Commitments.

request that the Commitments be increased (and the Commitments shall be so increased) in an aggregate amount of up to the amount of the Available Commitments or Commitments so cancelled.

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

The Borrower shall apply all amounts borrowed by it towards:

in each case as described in and in accordance with the Funds Flow Statement.

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

Subject to Clause 3.1 (Initial conditions precedent), the Lenders will only be obliged to comply with Clause 4.3 (Lenders’ participation) and, if on the date of a Utilisation Request and on the proposed Utilisation Date:

The Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisation more than three Loans would be outstanding.

SECTION 3
UTILISATION

The Borrower may utilise the Facility by delivery to the Agent of a duly completed Utilisation Request not later than 10 a.m. on the day falling eleven Business Days prior to the proposed Utilisation Date (or such earlier date agreed by the Agent).

The Facility may only be utilised during the Availability Period.

Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period.

SECTION 4
REPAYMENT, PREPAYMENT AND CANCELLATION

If, in any applicable jurisdiction, it becomes unlawful (including under applicable Export Control Laws) for a Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in any Utilisation or it becomes unlawful for any Affiliate of a Lender for that Lender to do so:

the Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s participations in the Loans.

Upon the occurrence of:

(each, an “Exit Event”) the Facility will be immediately cancelled and shall immediately cease to be available for further utilisation and all Repayment Amounts, accrued interest and other amounts under the Finance Documents (including any Minimum MOIC Amount), shall become immediately due and payable.

“Customer Termination Proceeds” means the proceeds of a claim against, or amounts otherwise paid by, a Customer, Customer Guarantor or any of its Affiliates (or any employee, officer or adviser) in relation to or as a consequence of an early termination of a Customer Contract and after deducting any reasonable expenses which are incurred by any member of the Group to persons who are not members of the Group.

“Disposal” means a sale, lease, licence, transfer, loan or other disposal by a person of any asset, undertaking or business (whether by a voluntary or involuntary single transaction or series of transactions).

“Disposal Proceeds” means the consideration received by any member of the Group (including any amount receivable in repayment of intercompany debt) for any Disposal made by any member of the Group and after deducting:

“Excluded Insurance Proceeds” means any proceeds of an insurance claim which the Borrower notifies the Agent are, or are to be, applied:

in each case as soon as possible (but in any event within 30 days, or such longer period as the Majority Lenders may agree) after receipt.

“Excluded Key Supplier Warranty Proceeds” means any proceeds of any Key Supplier Warranty Proceeds which the Borrower notifies the Agent are, or are to be, applied in the replacement, reinstatement and/or repair of GPU Assets (of at least equal or superior quality) affected by the relevant warranty claim, in each case as soon as possible (but in any event within 30 days, or such longer period as the Majority Lenders may agree) after receipt.

“Insurance Proceeds” means the proceeds of any insurance claim received by a member of the Group in cash under any insurance maintained by any member of the Group except for Excluded Insurance Proceeds and after deducting any reasonable fees, costs and

expenses in relation to that claim which are incurred by any member of the Group and their respective delegates to persons who are not members of the Group.

“Key Supplier Warranty Proceeds” means the proceeds received by a member of the Group in cash pursuant to any Key Supplier Warranty resulting from any event that causes all or a portion of the GPU Assets to be materially damaged, faulty, destroyed or rendered unfit for its intended use for any reason whatsoever except for Excluded Key Supplier Warranty Proceeds and after deducting any reasonable fees, costs and expenses in relation to that claim which are incurred by any member of the Group and their respective delegates to persons who are not members of the Group.

Where Excluded Insurance Proceeds or Excluded Key Supplier Warranty Proceeds include amounts which are intended to be used for a specific purpose within a specified period (as set out in the relevant definition of Excluded Insurance Proceeds or Excluded Key Supplier Warranty Proceeds), the Borrower shall ensure that those amounts are used for that purpose and, if requested to do so by the Agent, shall promptly deliver a certificate to the Agent at the time of such application and at the end of such period confirming the amount (if any) which has been so applied within the requisite time periods provided for in the relevant definition.

The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

The Borrower shall pay accrued interest on each Loan on the Interest Payment Date following each Interest Period.

The period for which each Loan is outstanding shall be divided into successive Interest Periods, each of which (other than the first Interest Period for that Loan, which shall begin on its Utilisation Date) shall start on the last day of such preceding period.

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

If two or more Interest Periods relate to Loans and end on the same date, those Loans will be consolidated into, and treated as, a single Loan on the last day of the Interest Period.

If no Term SOFR is available for the Interest Period of a Loan, the applicable Reference Rate shall be the Interpolated Term SOFR for a period equal in length to three months.

If no Term SOFR is available for the Interest Period of a Loan and it is not possible to calculate the Interpolated Term SOFR, the Interest Period of that Loan shall (if it is longer than the applicable Fallback Interest Period) be shortened to the applicable Fallback Interest Period and the applicable Reference Rate for that shortened Interest Period shall be determined pursuant to the definition of “Reference Rate”.

If the Interest Period of a Loan is, after giving effect to paragraph (b) above, either the applicable Fallback Interest Period or shorter than the applicable Fallback Interest Period

and, in either case, no Term SOFR is available for the Interest Period of that Loan and it is not possible to calculate the Interpolated Term SOFR, the applicable Reference Rate shall be the Historic Term SOFR for that Loan.

If paragraph (c) above applies but no Historic Term SOFR is available for the Interest Period of the Loan, the applicable Reference Rate shall be the Interpolated Historic Term SOFR for a period equal in length to three months.

If before close of business in London on the Reporting Day the Agent receives notifications from a Lender or Lenders (whose participations in a Loan exceed 30% per cent. of that Loan) that its cost of funds relating to its participation in that Loan would be in excess of the Market Disruption Rate then Clause 10.3 (Cost of Funds) shall apply to that Loan for the relevant Interest Period.

that Lender’s cost of funds relating to its participation in that Loan for that Interest Period shall be deemed, for the purposes of paragraph (a) above, to be the Market Disruption Rate.

If Clause 10.3 (Cost of Funds) applies the Agent shall, as soon as is practicable, notify the Borrower.

Any notice of cancellation, prepayment, authorisation or other election given by any Party under Clause 6 (Illegality, Voluntary Prepayment and Cancellation) shall (subject to the terms of that Clause) be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

Save for the obligation to pay the Minimum MOIC Amount, any prepayment under this Agreement shall be made without premium or penalty.

No Borrower may reborrow any part of the Facility which is prepaid.

The Borrower shall not repay or prepay all or any part of a Utilisation or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

If the Agent receives a notice under Clause 6 (Illegality, Voluntary Prepayment and Cancellation), it shall promptly forward a copy of that notice or election to either the Borrower or the affected Lender, as appropriate.

If all or part of any Lender’s participation in a Utilisation is repaid or prepaid and is not available for redrawing, an amount of that Lender’s Commitment will be deemed to be cancelled on the date of repayment or prepayment.

Any prepayment of a Utilisation (other than a prepayment pursuant to Clause 6.1 (Illegality)) shall be applied pro rata to each Lender’s participation in that Utilisation.

SECTION 5
COSTS OF UTILISATION

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

The Borrower shall pay to the Security Agent (for its own account) a security agent fee in the amount and at the times agreed in a Fee Letter.

The Borrower shall pay to each Lender an upfront fee in the amount and at the times agreed in a Fee Letter.

SECTION 6
ADDITIONAL PAYMENT OBLIGATIONS

In this Agreement:

“Lender Filing” means the submission/filing of an RSK 5.42 form (Application under Double Taxation Conventions for exemption/reduction from Icelandic Taxation) to the Icelandic Directorate of Internal Revenue (along with an original tax residency certificate issued by the relevant authority of another state as recognized by the Icelandic Directorate of Internal Revenue) and which in the case of both an Original Lender or a New Lender is dated no more than six months prior to the submission/filing of an RSK 5.42 form.

“Protected Party” means a Finance Party which is or will be subject to any liability or required to make any payment for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

“Qualifying Lender” means a Lender which is beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document and is:

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

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

“Tax Payment” means either the increase in a payment made by an Obligor to a Finance Party under Clause 13.2 (Tax gross‑up) or a payment under Clause 13.3 (Tax indemnity).

“Treaty Lender” means a Lender which:

“Treaty State” means a jurisdiction having a double taxation agreement (a “Treaty”) with Iceland which makes provision for full exemption from tax imposed by Iceland on interest.

Unless a contrary indication appears, in this Clause 13 a reference to “determines” or “determined” means a determination made in the absolute discretion of the person making the determination.

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or

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

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

Each Lender which is not an Original Lender shall indicate, in the documentation which it executes on becoming a Party as a Lender, and for the benefit of the Agent and without liability to any Obligor, which of the following categories it falls in:

If such a Lender or an Increase Lender fails to indicate its status in accordance with this Clause 13.5 then that Lender or Increase Lender shall be treated for the purposes of this Agreement (including by each Obligor) as if it is not a Qualifying Lender until such time as it notifies the Agent which category applies (and the Agent, upon receipt of such notification, shall inform the Borrower). For the avoidance of doubt, the documentation which a Lender executes on becoming a Party as a Lender shall not be invalidated by any failure of a Lender to comply with this Clause 13.5.

The Borrower shall pay and, within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document (other than a Transfer Certificate or Assignment Agreement).

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document.

that Obligor shall as an independent obligation, within three Business Days of demand, indemnify each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

The Borrower shall (or shall procure that an Obligor will), within three Business Days of demand, indemnify the Agent and each other Finance Party against any cost, loss or liability incurred by it as a result of:

The Borrower shall promptly indemnify the Agent against:

The Borrower shall, promptly on demand, pay the Mandated Lead Arranger, the Agent and the Security Agent the amount of all costs and expenses (including legal fees) reasonably incurred by any of them (and, in the case of the Security Agent, by any Receiver or Delegate) in connection with the negotiation, preparation, printing, execution and perfection of:

provided that the costs and expenses of the Mandated Lead Arranger, the Agent and the Security Agent in respect of the negotiation, preparation, printing, execution and perfection of this Agreement and any other documents referred to in this Agreement and the Transaction Security up to an including the date of this Agreement shall be pre‑agreed with the Borrower.

If:

the Borrower shall, within three Business Days of demand, reimburse each of the Agent and the Security Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by the Agent and the Security Agent (and, in the case of the Security Agent, by any Receiver or Delegate) in responding to, evaluating, negotiating or complying with that request or requirement.

the Borrower shall pay to the Security Agent any additional remuneration that may be agreed between them or determined pursuant to paragraph (b) below.

The Borrower shall, within three Business Days of demand, pay to each Finance Party the amount of all costs and expenses (including legal fees) incurred by it in connection with:

in each case, in its own name.

The Restricted Cash Account, Collection Account and the General Account must be held at an Acceptable Bank.

into the Collection Account.

(provided that, the proceeds of any Revenue Bridge Loan shall only be used for payment of the applicable Approved Operating Expenses in accordance with Clause 18.3(e)(i) and/or Scheduled Repayment plus interest payable in accordance with Clause 18.3(e)(ii), and not for any other purpose).

Following the occurrence of an Event of Default which is continuing, the Security Agent may withdraw from, and apply amounts standing to the credit of, the Restricted Cash Account, the Collection Account and the General Account in accordance with Clause 23.21(a)(iv) (Acceleration).

SECTION 7
GUARANTEE

The Parent, Batman Holdco and each Guarantor irrevocably and unconditionally jointly and severally:

This guarantee is a continuing guarantee and will extend to the ultimate balance of all amounts payable by the Borrower under this Agreement or any other Finance Document, regardless of any intermediate payment or discharge in whole or in part.

If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made by a Finance Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of the Parent, Batman Holdco and each Guarantor under this Clause 19 will continue or be reinstated as if the discharge, release or arrangement had not occurred.

The obligations of the Parent, Batman Holdco and each Guarantor under this Clause 19 will not be affected by an act, omission, matter or thing which, but for this Clause 19, would reduce, release or prejudice any of its obligations under this Clause 19 (without limitation and whether or not known to it or any Finance Party) including:

Without prejudice to the generality of Clause 19.4 (Waiver of defences), each of the Parent, Batman Holdco and each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following: business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

Subject to Clause 19.11 (Parent – grace period), each of the Parent, Batman Holdco and each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from the Parent, Batman Holdco or that Guarantor, as applicable, under this Clause 19. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

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

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Agent otherwise directs, none of the Parent, Batman Holdco or any Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 19:

If the Parent, Batman Holdco or a Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Finance Parties by the Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Finance Parties and shall promptly pay or transfer the same to the Agent or as the Agent may direct for application in accordance with Clause 30 (Payment Mechanics).

If any Guarantor (a “Retiring Guarantor”) ceases to be a guarantor in accordance with the terms of the Finance Documents or for the purpose of any sale or other disposal of that Retiring Guarantor then on the date such Retiring Guarantor ceases to be a Guarantor:

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

Notwithstanding any other provision in any Finance Document, the amount recoverable under the Finance Documents from Batman Holdco will be limited to the proceeds of enforcement of the Transaction Security granted by Batman Holdco.

SECTION 8
REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

Each Obligor and, where specified, each of the Parent and Batman Holdco, makes the representations and warranties set out in this Clause 20 to each Finance Party.

Subject to the Legal Reservations and, in the case of paragraph (b) below in relation to the Security created under any Transaction Security Document, the Perfection Requirements:

The entry into and performance by each Obligor, the Parent and Batman Holdco of, and the transactions contemplated by, the Transaction Documents to which the relevant Obligor, the Parent or Batman Holdco is a party and the granting of the Transaction Security do not and will not conflict with:

have been obtained or effected and are in full force and effect except any Authorisation referred to in Clause 20.9 (No filing or stamp taxes), which Authorisations will be promptly obtained or effected after the date of this Agreement.

No:

has been taken or threatened in relation to any Obligor, the Parent or Batman Midco or taken or, to the knowledge of the Borrower, threatened in relation to a member of the Group; and none of the circumstances described in Clause 23.6 (Insolvency) applies to any Obligor, the Parent, Batman Holdco or any member of the Group.

Under the laws of each Obligor’s, the Parent’s or Batman Holdco’s respective Relevant Jurisdiction it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents to which the relevant Obligor, the Parent or Batman Holdco is a party except:

which registrations, filings, taxes and fees will be made and paid promptly after the date of the relevant Finance Document.

No Obligor is, nor are the Parent or Batman Holdco, required to make any deduction for or on account of Tax from any payment the relevant Obligor, the Parent or Batman Holdco may make under any Finance Document to which it is a party to a Lender which is:

Save as disclosed in writing to the Mandated Lead Arranger or the Agent prior to the date of this Agreement:

It has (or a member of the Nscale Group has on its behalf and it may rely on the same) conducted all necessary due diligence and undertaken all necessary enquiries to confirm and satisfy itself that the intended end use of the GPU Assets, or any services provided under the [***] Customer Contract or any other Customer Contract, by [***] or any other Customer (as the case may be), any Customer Guarantor, and any of their Affiliates, will not support or involve, directly or indirectly, the development or production or use of weapons of mass destruction or military‑intelligence end use or end users (in each case, as such term is defined or interpreted for the purposes of any Export Control Laws).

Each Obligor, the Parent, Batman Holdco and each member of the Group have each conducted its respective businesses in compliance with applicable anti‑corruption laws and have each to the extent necessary instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.

No Obligor, nor the Parent, Batman Holdco nor any of the Obligors’ Subsidiaries, nor any of the Obligors’, the Parent’s or Barman Holdco’s respective directors, officers or employees nor, to the knowledge of the Parent, Batman Holdco, or any Obligor, a Customer, Customer Guarantor or any Investor or any persons acting on any of their behalf:

Subject to the Legal Reservations, the Transaction Security has or will have the ranking in priority which is expressed to have in the Transaction Security Documents and neither it nor Batman Holdco is subject to any prior ranking or pari passu ranking Security.

It, each of its Subsidiaries and Batman Holdco has a good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its respective business as presently conducted.

It, each of its Subsidiaries and Batman Holdco is the sole legal and beneficial owner of the respective assets over which it, its Subsidiaries or Batman Holdco purports to grant the relevant Security.

The shares of any member of the Group which are subject to the Transaction Security are fully paid and not subject to any option to purchase or similar rights. The constitutional documents of companies whose shares are subject to the Transaction Security do not and could not restrict or inhibit any transfer of those shares on creation or enforcement of the Transaction Security. There are no agreements in force which provide for the issue or allotment of, or grant any person the right to call for the issue or allotment of, any share or loan capital of any Obligor (including any option or right of pre‑emption or conversion).

It and each of its Subsidiaries:

The Accounting Reference Date of each member of the Group is 31 December.

The Intercreditor Agreement, the Intra‑Group Services Agreements and the constitutional documents of the Borrower (as amended to the extent permitted under this Agreement and the Intercreditor Agreement) contain all the material terms of all the agreements and arrangements between (a) the Parent and members of the Parent Group and (b) the Obligors.

in each case without the prior written approval of the Agent.

For the purposes of Regulation (EU) 2015/848 of 20 May 2015 on insolvency proceedings (recast) (the “Regulation”), its centre of main interest (as that term is used in Article 3(1) of the Regulation) is situated in its jurisdiction of incorporation and it has no “establishment” (as that term is used in Article 2(10) of the Regulation) in any other jurisdiction.

Neither it nor any of its Subsidiaries:

that any Finance Party should be licensed, qualified or otherwise entitled to carry on business in any of its Relevant Jurisdictions.

The undertakings in this Clause 21 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

In this Clause 21:

“Annual Financial Statements” means the financial statements for a Financial Year delivered pursuant to paragraph (a) of Clause 21.1 (Financial statements).

“Quarterly Financial Statements” means the financial statements delivered pursuant to paragraph (b) of Clause 21.1 (Financial statements).

The Borrower shall supply to the Agent in sufficient copies for all the Lenders:

and following such confirmation by the Agent, the Revised Financial Model shall be the Base Case Model from that date, provided that unless and until the Agent confirms its acceptance of a Revised Financial Model, the then current Base Case Model shall continue to apply.

No Obligor shall change its Accounting Reference Date.

The Borrower shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so requests):

obliges the Agent or any Lender (or, in the case of paragraph (iii) above, any prospective new Lender) to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in paragraph (iii) above, on behalf of any prospective new Lender) in order for the Agent, such Lender or, in the case of the event described in paragraph (iii) above, any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

The Parent shall supply to the Agent:

The undertakings in this Clause 22 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

Authorisations and compliance with laws

Each of the Obligors, the Parent and Batman Holdco shall promptly:

any Authorisation required under any law or regulation of a Relevant Jurisdiction to:

Each of the Obligors, the Parent and Batman Holdco shall (and the Borrower shall ensure that each member of the Group will) comply in all respects with all laws to which it may be subject, if failure so to comply has or is reasonably likely to have a Material Adverse Effect.

Each Obligor shall (and the Borrower shall ensure that each member of the Group will) comply in all respects with any Export Control Law.

Each Obligor shall (and the Borrower shall ensure that each member of the Group will):

where failure to do so has or is reasonably likely to have a Material Adverse Effect.

Each Obligor shall (through the Borrower), promptly upon becoming aware of the same, inform the Agent in writing of:

where the claim, if determined against that member of the Group, has or is reasonably likely to have a Material Adverse Effect.