CREDIT AGREEMENT dated as of July 23, 2025 among EVGO VOYAGER BORROWER LLC,

Exhibit 10.1

​

CREDIT AGREEMENT

​

dated as of July 23, 2025

​

among

​

EVGO VOYAGER BORROWER LLC,

as Borrower,

​

SUMITOMO MITSUI BANKING CORPORATION,

as Administrative Agent,

​

THE LENDERS PARTY HERETO,

​

SUMITOMO MITSUI BANKING CORPORATION,

as Structuring Agent, Coordinating Lead Arranger, Joint Bookrunner and Co-Green Loan Coordinator,

​

​

BANK OF MONTREAL AND ROYAL BANK OF CANADA,

as Joint Lead Arrangers and Joint Bookrunners

​

and

​

ING BANK NV

as Joint Lead Arranger, Joint Bookrunner and Co-Green Loan Coordinator

​

​

​

​

TABLE OF CONTENTS

Page

​

​

​

​

​

​

SCHEDULES

IA Dutch Auction Procedures

IBQualified Operators

1CQualifying Criteria

​

2.01Commitments

2.03Scheduled Amortization

2.06(b)Target Debt Balance

5.01(d)Compliance with Laws

5.03Subsidiaries and Other Equity Investments

5.05Litigation

5.07Environmental Matters

5.08Taxes

6.06Required Insurance

7.03Existing Indebtedness

7.05Permitted Dispositions

10.02Addresses for Notices

10.28Green Loan Provisions

​

​

EXHIBITS

Form of‌

ABorrowing Notice

BLoan Note

CCompliance Certificate

D-1Assignment and Assumption

D-2Affiliate Lender Assignment and Assumption

EAdministrative Questionnaire

FSolvency Certificate

GJoinder Agreement

HForm of Quarterly Report

ISubordination Terms

​

​

​

​

This CREDIT AGREEMENT (this “Agreement”) is entered into as of July 23, 2025, among EVGO VOYAGER BORROWER LLC, a Delaware limited liability company (the “Borrower”), EACH LENDER FROM TIME TO TIME PARTY HERETO, SUMITOMO MITSUI BANKING CORPORATION, as Administrative Agent, SUMITOMO MITSUI BANKING CORPORATION, as Structuring Agent, Coordinating Lead Arranger, Joint Bookrunner and Co-Green Loan Coordinator, Bank of Montreal and Royal Bank of Canada, as Joint Lead Arrangers and Joint Bookrunners and ING Bank NV, as Joint Lead Arranger, Joint Bookrunner and Co-Green Loan Coordinator.

PRELIMINARY STATEMENTS

WHEREAS, (a) the Sponsor (i) has undertaken the development and construction of a portfolio of public Charging Stalls located in the United States and (ii) proposes to contribute a portion of such Charging Stalls and other related property to the Borrower, and (b) the Borrower will undertake the ownership, operation and maintenance of such contributed Charging Stalls (the “Project”).

WHEREAS, the Borrower has requested that the Lenders provide the Term Facility in order to, among other things, (a) reimburse Reimbursable Capex incurred by the Sponsor and its Affiliates for Qualified Stalls, (b) fund a portion of the Debt Service Reserve Account unless the Debt Service Reserve Account has been funded on the initial Borrowing Date with an Acceptable Letter of Credit and (c) pay a portion of related transaction costs, fees and expenses, and the Lenders are willing to provide the Term Facility on the terms and subject to the conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

“ABR” means, for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the highest of (a) the rate that the Administrative Agent announces from time to time as its prime or base commercial lending rate, as in effect from time to time, (b) the sum of (i) the Federal Funds Rate in effect on such day plus (ii) 0.50%, (c) the sum of (i) Term SOFR for a one-month tenor in effect on such day plus (ii) 1.00%, and (d) 0.00%.  Any change in the ABR due to a change in the rate announced by the Administrative Agent as its prime or base commercial lending rate, the Federal Funds Rate or Term SOFR shall be effective as of the opening of business on the effective day of such change in the rate announced by the Administrative Agent as its prime or base commercial lending rate, the Federal Funds Rate or Term SOFR, respectively.

“ABR Loan” means a Loan that bears interest based on the ABR.

​

“ABR Term SOFR Determination Day” has the meaning assigned to such term in the definition of “Term SOFR”.

“Acceptable Collateral Support” means, with respect to any Commodity Hedge and Power Sales Agreement, cash, Cash Equivalents or an Acceptable Hedge Letter of Credit posted and maintained by an Affiliate of the Borrower, in each case, on terms and conditions with respect to the posting of such applicable credit support as are provided under the CSA Form with (a) customary paragraph 13 terms that provide for (i) a “Valuation Date” (as defined in the CSA Form) of once per calendar week and (ii) a “Minimum Transfer Amount” (as defined in the CSA Form) of [*****] and (b) a modification to paragraph 4(b) of the CSA Form to permit a transfer of the applicable credit support by no later than four (4) Business Days after demand.

“Acceptable Hedge Letter of Credit” means an irrevocable letter of credit that satisfies the following criteria: (a) such letter of credit is issued by an Acceptable L/C Bank, (b) neither the Borrower nor the Pledgor is the account party in respect of such letter of credit or otherwise and (c) such letter of credit shall permit the Borrower to make drawings on such letter of credit as follows: (i) at such time as any amounts are due and payable to the Borrower under the applicable Commodity Hedge and Power Sales Agreement and the Affiliate of the Borrower that is a counterparty thereto has failed to make such payment within three (3) Business Days of such amounts becoming due and payable, in an amount that is equal to all such amounts that are then due and owing to the Borrower under such Commodity Hedge and Power Sales Agreement and (ii) at any time that either (A) the issuer of such letter of credit has notified the Borrower that such letter of credit will not be renewed or extended or (B) the expiration date of such letter of credit is scheduled to occur within thirty (30) or less days and the Borrower has not received a substitute or replacement Acceptable Hedge Letter of Credit, in the full amount of such letter of credit.

“Acceptable L/C Bank” means a bank or trust company authorized to engage in banking business whose long-term unsecured debt is rated [*****] or higher by S&P or [*****] or higher by Moody’s or, if both of such rating agencies are no longer in business or no longer rating unsecured debt of banks or trust companies, a comparable rating of another internationally recognized rating agency selected by the Borrower.

“Acceptable Letter of Credit” means an irrevocable letter of credit issued to the Collateral Agent or the Administrative Agent, as the case may be, which (a) is issued by an Acceptable L/C Bank, (b) if such letter of credit provides for automatic renewal or extension thereof, such letter of credit requires the issuer thereof to provide at least thirty (30) days’ notice to such Agent of the nonrenewal thereof (if permitted by the issuer’s internal policies, consistently applied) and provides that the beneficiary may draw the full amount of the letter of credit if such letter of credit is not renewed or extended, (c) neither the Pledgor nor the Borrower is the account party in respect of such letter of credit or otherwise liable in any respect of any reimbursement payments for any drawings under such letter of credit or any other costs associated therewith and (d) is otherwise in form and substance reasonably satisfactory to the Administrative Agent.

“Account Bank” means Citibank, N.A.

“Action” means any claim, action, suit, audit, investigation, inquiry, mediation, arbitration or proceeding by or before any Governmental Authority.

​

“Additional Lender” means any Person that is not an existing Lender and has agreed to provide Refinancing Commitments pursuant to Section 2.15.

“Administrative Agent” means Sumitomo Mitsui Banking Corporation, acting through such of its Affiliates or branches as it may designate, in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent permitted by the terms hereof.

“Administrative Agent Account” means [*****].

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit E or any other form approved by the Administrative Agent.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Affiliate Lender Assignment and Assumption” has the meaning set forth in Section 10.07(h)(i).

“Affiliate Lender Cap” has the meaning set forth in Section 10.07(h)(ii).

“Affiliate Lenders” means, collectively, the Sponsor and its Affiliates (other than the Pledgor, the Borrower, any Affiliated Debt Fund or any other Person in which Pledgor, directly or indirectly, owns any Equity Interest and any natural person).

“Affiliated Debt Fund” means any Affiliate of the Sponsor (other than Pledgor, Borrower or any natural person) that is a bona fide diversified debt fund either (a) with information barriers in place restricting the sharing of investment-related and other information between it and the Sponsor and the Borrower or (b) whose managers have fiduciary duties to the investors of such fund independent of their fiduciary duties to the investors in the Sponsor and the Borrower and with information barriers in place restricting the sharing of investment-related and other information between such managers and the Sponsor and the Borrower; provided that neither the Sponsor nor Borrower (nor any of the Sponsor’s nor Borrower’s officers, directors or employees acting in such capacity for such party), directly or indirectly, possesses the power to direct or cause the direction of the investment policies of any such fund.

“Agent-Related Persons” means each Agent, together with its Related Parties.

“Agents” means, collectively, the Administrative Agent and the Collateral Agent.

​

“Aggregate Exposure” means, with respect to any Lender at any time, an amount equal to the sum of (i) the amount of such ▇▇▇▇▇▇’s Commitments then in effect (if any) plus (ii) the aggregate then unpaid principal amount of such ▇▇▇▇▇▇’s Loans (if any).

“Aggregate Exposure Percentage” means, with respect to any Lender at any time, the ratio (expressed as a percentage) of such ▇▇▇▇▇▇’s Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time.

“Agreement” has the meaning set forth in the introductory paragraph to this Agreement.

“AML Laws” means all laws, rules, and regulations of any jurisdiction applicable to Pledgor or Borrower from time to time concerning or relating to anti-money laundering by virtue of such Person being organized or operating in such jurisdiction.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction from time to time concerning or relating to the prevention or prohibition of bribery or corruption applicable to Pledgor or Borrower by virtue of such Person being organized or operating in such jurisdiction.

“Applicable Rate” means:

​

“Approved Counterparty” means any Person designated by the Borrower that has a long-term debt rating equal to or higher than [*****] (or the equivalent) by S&P or Fitch, [*****] (or the equivalent) by ▇▇▇▇▇’▇ or the equivalent rating by any other nationally recognized rating agency at the time of entering into any Rate Hedging Agreement.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Approved Permitted Hedge Counterparty” means [*****].

“Arranger” means, collectively, (a) Sumitomo Mitsui Banking Corporation, as sole Structuring Agent, Coordinating Lead Arranger, Joint Bookrunner and Co-Green Loan Coordinator, (b) Bank of Montreal and Royal Bank of Canada, in their respective capacities as

​

Joint Lead Arrangers and Joint Bookrunners and (c) ING Bank NV, as Joint Lead Arranger, Joint Bookrunner and Co-Green Loan Coordinator.

“Asset Sale” means any Disposition of any property or assets by the Borrower that is not permitted pursuant to Section 7.05 of the Credit Agreement.

“Asset Sale Proceeds” means the Net Cash Proceeds received by the Borrower from any Asset Sale.

“Assignee” has the meaning set forth in Section 10.07(b)(i).

“Assignment and Assumption” means an Assignment and Assumption substantially in the form of Exhibit D-1, or otherwise in form and substance reasonably acceptable to the Administrative Agent.

“Assignment and Contribution Agreement” has the meaning assigned thereto in the Contribution Agreement.

“Attributable Indebtedness” means, on any date, (a) in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease.

“Auction Manager” means (a) the Administrative Agent or (b) any other financial institution or advisor engaged by the Borrower (whether or not an Affiliate of the Administrative Agent) to act as an arranger in connection with any Dutch Auction; provided that the Borrower shall not designate the Administrative Agent as the Auction Manager without the written consent of the Administrative Agent (it being understood that the Administrative Agent shall be under no obligation to agree to act as and the Borrower shall be under no obligation to engage the Administrative Agent to act as the Auction Manager); provided, further, that none of the Pledgor, Borrower nor any of their respective Affiliates may act as the Auction Manager.

“Availability Period” means the period from the initial Borrowing Date until the earliest to occur of (a) the third anniversary of the initial Borrowing Date, (b) the date on which Loans have been made in an amount greater than or equal to 95% of the original aggregate amount of the Commitments as of the date hereof and (c) the date of the termination of the Commitments pursuant to the terms of this Agreement.

“Available Amount” means, as to any letter of credit, at any time, the maximum amount available at such time to be drawn under such letter of credit at such time or any future time (assuming compliance at such time or future time with all conditions to drawing).  For the avoidance of doubt, except where otherwise indicated, if the letter of credit provides for one or more automatic increases in the amount available for drawings, the Available Amount shall be deemed to be the maximum amount available after giving effect to all such increases.

​

“Available Cash” means, for any period, the sum (without duplication) of all amounts that the Borrower actually receives in cash or Cash Equivalents during such period, including (a) the Net Cash Proceeds of any Disposition (except to the extent any such Net Cash Proceeds are to be applied to the prepayment of Indebtedness pursuant to the terms of the Loan Documents), (b) revenues from the sale of electric vehicle direct current charging services at Qualified Stalls, (c) revenues from the sale of Tax Credits (including amounts received by the Borrower pursuant to the Tax Sharing Agreement or other agreements with Affiliates of the Sponsor), (d) amounts received (net of amounts paid) under Swap Contracts (but without double counting, (1) for purposes of calculating the Debt Service Coverage Ratio, such amounts netted from Debt Service pursuant to the definition thereof and (2) such amounts netted from Net Cash Proceeds pursuant to the definition thereof), (e) investment income on amounts in any accounts of the Borrower and (f) proceeds of business interruption insurance; provided that “Available Cash” shall not include any Excluded Proceeds.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, if the then-current Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (d) of Section 2.16.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

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

“Benchmark” means initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.16(a).

“Benchmark Replacement” means, with respect to any Benchmark Transition Event, the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a replacement

​

benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities at such time and (b) the related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities at such time.

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

For the avoidance of doubt, if such Benchmark is a term rate, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to such Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

​

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

For the avoidance of doubt, if such Benchmark is a term rate, a “Benchmark Transition Event” will be deemed to have occurred with respect to such Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Start Date” means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the ninetieth (90^th) day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than ninety (90) days after such statement or publication, the date of such statement or publication).

“Benchmark Unavailability Period” means, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement

​

has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.16 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.16.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Borrower Materials” has the meaning set forth in Section 10.02(b).

“Borrower” has the meaning set forth in the introductory paragraph to this Agreement.

“Borrowing” means a borrowing of Loans.

“Borrowing Date” means any Business Day specified by the Borrower as a date on which the Borrower requests the relevant Lenders to make Loans hereunder.

“Borrowing Notice” means a Borrowing Notice substantially in the form of Exhibit A.

“Business Day” means any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in such state are authorized or required by law or other governmental action to close; provided that, in addition to the foregoing, a Business Day shall be any day that is a U.S. Government Securities Business Day.

“Capital Expenditures” means, as of any date for the applicable period then ended, all cash capital expenditures of the Borrower for such period, as determined in accordance with GAAP; provided, however, that Capital Expenditures shall not include any such expenditures which constitute (a) to the extent permitted by this Agreement, (i) a reinvestment of the Net Cash Proceeds of any Disposition or Casualty Event, (ii) the purchase or repair of property, plant or equipment or software to the extent financed with the proceeds of Dispositions or Casualty Events that are not required to be applied to prepay Indebtedness for borrowed money of Borrower or (iii) the restoration or repair of Property of Borrower to the extent financed with cash or Cash Equivalents of Borrower, (b) capitalized interest in respect of operating or capital leases, (c) the book value of any asset owned to the extent such book value is included as a capital expenditure as a result of reusing or beginning to reuse such asset during such period without a corresponding expenditure actually having been made in such period, (d) the purchase price of property acquired in ordinary course trade-ins or concurrent sales of used or surplus property to the extent that the gross amount of such purchase price is reduced by the credit granted by the seller of such property for the property being traded in at such time, (e) any noncash amounts reflected as additions to property, plant or equipment on the Borrower’s balance sheet, (f) ordinary course operation and maintenance expenses or Major Maintenance Expenses and (g) expenditures that are accounted for as capital expenditures by ▇▇▇▇▇▇▇▇ and that actually are paid for or reimbursed (including by means of the issuance of Equity Interests by Pledgor) by a Person other than Borrower and for

​

which the Borrower has not provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such Person or any other Person (whether before, during or after such period).

“Capitalized Leases” means all leases that have been or are required to be, in accordance with GAAP, recorded as capitalized leases; provided that obligations that are recharacterized as Capitalized Leases due to a change in GAAP after the Closing Date shall not be treated as Capitalized Leases for any purpose under this Agreement, but instead shall be accounted for as if they were operating leases for all purposes under this Agreement.

“Cash Flow Available for Debt Service” means, for any Measurement Period, (a) Available Cash for such period less (b) O&M Costs paid or (without duplication) payable during such period.

“Cash Equivalents” means (a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States, (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States), in each case, maturing within one year from the date of acquisition thereof; (b) securities issued by any state of the United States or any political subdivision of any such state, or any public instrumentality thereof having maturities of not more than one year from the date of acquisition thereof and, at the time of acquisition, having a rating of A+ or higher from S&P or A1 or higher from ▇▇▇▇▇’▇ (or, if at any time neither S&P nor Moody’s shall be rating such obligations, an equivalent rating from another nationally recognized rating service); (c) investments in commercial paper maturing within two-hundred and seventy (270) days from the date of acquisition thereof and having, at such date of acquisition, a rating of at least A-1 or P-1 from either S&P or ▇▇▇▇▇’▇ (or, if at any time neither S&P nor ▇▇▇▇▇’▇ shall be rating such obligations, an equivalent rating from another nationally recognized rating service); (d) investments in certificates of deposit, banker’s acceptances and time deposits maturing within two-hundred and seventy (270) days from the date of acquisition thereof issued or guaranteed by or placed with the Account Bank or any domestic office of any commercial bank organized under the Laws of the United States or any state thereof that (i) is at least “adequately capitalized” (as defined in the regulations of its primary Federal banking regulator) and (ii) has Tier 1 capital (as defined in such regulations) of not less than $100,000,000; (e) money market deposit accounts, deposit accounts or interest-bearing deposits issued or offered by the Account Bank or any domestic office of any financial institution organized under the Laws of the United States or any state thereof that has a combined capital and surplus and undivided profits of not less than $500,000,000; (f) repurchase or reverse repurchase agreements with a term of not more than ninety (90) days fully collateralized with securities described in clause (a) or (b) above, including those of the Account Bank or any of its Affiliates; (g) investments in “money market funds” within the meaning of Rule 2a-7 of the Investment Company Act of 1940, as amended, substantially all of which assets are invested in investments of the type described in clauses (a)-(f) above including any money market fund for which the Account Bank or an Affiliate of the Account Bank serves as investment manager, administrator, shareholder servicing agent, and/or custodian or sub-custodian, notwithstanding that (i) the Account Bank or an Affiliate of the Account Bank receives fees from funds for services rendered, (ii) the Account Bank collects fees for services rendered pursuant to this Agreement, which fees are separate from the fees received from such funds and (iii) services performed for such funds and pursuant to this Agreement may at times duplicate those

​

provided to such funds by the Account Bank or an Affiliate of the Account Bank; (h) demand deposits, including interest bearing money market accounts, time deposits, trust funds, trust accounts, overnight bank deposits, interest-bearing deposits, and certificates of deposit or bankers’ acceptances of depository institutions, including by the Account Bank or any of its Affiliates, rated in the AA long-term ratings category or higher by S&P or ▇▇▇▇▇’▇ or which are fully FDIC-insured; and (i) cash.

“Casualty Event” means any event that gives rise to the receipt by the Borrower of any casualty insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace, restore or repair, or compensate for the loss of, such equipment, fixed assets or real property.

“Change in Law” means the occurrence, after the Closing Date, of any of the following:  (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof (but excluding proposals thereof) by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) (but excluding proposals thereof) by any Governmental Authority; provided that, notwithstanding anything herein to the contrary, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States, or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law” regardless of the date enacted, adopted or issued.

“Change of Control” means the occurrence of any of the following: (a) Qualified Owners, in the aggregate, cease to beneficially and directly or indirectly own and control at least fifty point one percent (50.1%) on a fully diluted basis of the economic and voting interest in the Equity Interests of the Pledgor, or (b) Pledgor ceases to beneficially and directly own and control one hundred percent (100%) on a fully diluted basis of the economic and voting interest in the Equity Interests of the Borrower.

“Charger” means an electric vehicle direct current fast charger.

“Charging Stall” means a parking space served by at least one connector of a Charger; it being understood that the number of Charging Stalls at any Charging Station shall be determined by the number of electric vehicles that can simultaneously receive a charge from Chargers at the applicable Charging Station.

“Charging Station” means all Charging Stalls, Chargers and ancillary equipment related to such Charging Stalls and Chargers owned by the Borrower at any location.

“Class” means (a) with respect to any Commitments or Loans, (i) the Term Facility in effect as of the initial Borrowing Date and (ii) after the initial Borrowing Date, any Incremental Facility, Refinancing Commitments, Refinancing Loans or any “new” Term Facility, in each case, effected pursuant to Section 10.01 that have the same terms and conditions (without regard to differences in the Type of Loan, Interest Period, upfront fees, original issue discount or similar

​

fees paid or payable in connection with the Term Facility, Commitments or Loans, or differences in tax treatment (e.g., “fungibility”)); provided that any such Facility, Commitments or Loans may be designated in writing by the Borrower and the applicable Lenders providing such Facility or holding such Commitments or Loans as a separate Class from other Commitments or Loans that have the same terms and conditions and (b) with respect to the Lenders, those Lenders that have Commitments or Loans of a particular Class.

“Closing Date” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with such Section 4.01.

“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time.

“Collateral” means all of the “Collateral” referred to in the Collateral Documents and all of the other property and assets that are or are required under the terms of the Collateral Documents to be subject to Liens in favor of the Collateral Agent for the benefit of the Secured Parties.

“Collateral Accounts” means each of (a) the Debt Service Reserve Account, (b) the Liquidity Reserve Account, (c) the Revenue Account and (d) the Distribution Suspense Account.

“Collateral Agent” means Sumitomo Mitsui Banking Corporation, acting through such of its Affiliates or branches as it may designate, in its capacity as collateral agent under any of the Loan Documents, or any successor collateral agent permitted by the terms of the Intercreditor Agreement.

“Collateral and Guarantee Requirement” means, at any time, the requirement that:

​

provided, however, that the foregoing definition shall not require and the Loan Documents shall not contain any requirements as to the creation or perfection of pledges of, security interests in, mortgages on, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Property.

No actions in any non-U.S. jurisdiction or required by the Laws of any non-U.S. jurisdiction shall be required in order to create any security interests in assets located or titled outside of the U.S. or to perfect such security interests, including any intellectual property registered in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the Laws of any non-U.S. jurisdiction).

“Collateral Documents” means, collectively, the Pledge and Security Agreement, each Control Agreement, security agreements, pledge agreements or other similar agreements delivered to the Collateral Agent and/or the Administrative Agent pursuant to Section 6.11, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Collateral Agent for the benefit of the Secured Parties.  

“Commercial Operation Date” means, with the respect to each Charging Stall, the date on which such Charging Stall has been placed in service and is capable of operating commercially as evidenced by its ability to dispense energy to end users, as subsequently confirmed by applicable closeout and commissioning reports received by the Sponsor.

“Commitment” means, as applicable, (a) the Tranche A Commitment and (b) the Tranche B Commitment.  The original aggregate amount of the Commitments is $225,000,000.00.

“Commitment Fee Rate” means [*****]% per annum.

“Commitment Increase” has the meaning set forth in Section 2.14(a).

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Commodity Hedge and Power Sales Agreement” means any agreement (including each confirmation entered into pursuant to any master agreement or similar agreement, any tariff or other quasi-governmental binding agreement) providing for any swap, cap, collar, put, call, floor, future, option, spot, forward, credit sleeve, power and/or capacity purchase and sale agreement, and any agreement (including, but not limited to, any guarantee, credit sleeve or similar arrangement) providing for credit support for any of the foregoing, in all cases whether settled financially or physically.

“Commodity Hedge Credit Support” means any letter of credit, guaranty or other credit support procured by an Affiliate of the Borrower from a third party non-Affiliate of the Borrower or the Pledgor in respect of the Borrower or ▇▇▇▇▇▇▇’s credit support obligations under

​

a Commodity Hedge and Power Sales Agreement (other than such Commodity Hedge and Power Sales Agreements entered into with a Permitted Affiliate Hedge Counterparty) or such Affiliate’s credit support obligations to a third party non-Affiliate counterparty in connection with a “back to back” Commodity Hedge and Power Sales Agreement.

“Commonly Controlled Entity” means an entity, whether or not incorporated, that is under common control with the Borrower within the meaning of Section 4001 of ERISA or is part of a group that includes the Borrower and that is treated as a single employer under Section 414 of the Code.

“Comparable Project” means [*****].

“Comparable Stall” means [*****].

“Compliance Certificate” means a certificate substantially in the form of Exhibit C.

“Conduit Lender” means any special purpose corporation organized and administered by any Lender for the purpose of making Loans otherwise required to be made by such Lender and designated by such Lender in a written instrument; provided that the designation by any Lender of a Conduit Lender shall not relieve the designating Lender of any of its obligations to fund a Loan under this Agreement if, for any reason, its Conduit Lender fails to fund any such Loan, and the designating Lender (and not the Conduit Lender) shall have the sole right and responsibility to deliver all consents and waivers required or requested under this Agreement with respect to its Conduit Lender; provided further that no Conduit Lender shall (a) be entitled to receive any greater amount pursuant to Section 2.13, 3.01, 3.03, 10.05 or 10.15(b) than the designating Lender would have been entitled to receive in respect of the extensions of credit made by such Conduit Lender or (b) be deemed to have any Commitment.

“Conforming Changes” means, with respect to either the use or administration of an initial Benchmark or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “ABR,” the definition of “Business Day,” the definition of “Interest Payment Date,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 2.16 and other technical, administrative or operational matters) that the Administrative Agent decides (in consultation with the Borrower) may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines (in consultation with the Borrower) that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides (in consultation with the Borrower) is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

​

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Contribution Agreement” means the Master Contribution Agreement, dated as of July 23, 2025, by and between Sponsor and Borrower.

“Control” means (a) the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, or (b) the ownership, beneficially and of record, of equity interests in such Person representing at least 50% of the aggregate ordinary voting power represented by the issued and outstanding equity interests of such Person (on a fully diluted basis). “Controlling” and “Controlled” shall have meanings correlative thereto.

“Control Agreement” means one or more control agreements entered into by the Borrower, the Collateral Agent and the applicable Account Bank, which is sufficient to establish the Collateral Agent’s control pursuant to Section 9-104 of the UCC over any Collateral Account, in a form reasonably satisfactory to the Collateral Agent.

“Covered Party” has the meaning set forth in Section 10.27(a).

“Co-Green Loan Coordinator” means Sumitomo Mitsui Banking Corporation and ING Bank NV.

“Cure CFADS” means [*****].

”Cure Stall” means [*****].

“Debt Service” for any period, the sum, computed without duplication, of the following: (a) all scheduled amortization installments payable by the Borrower in respect of principal of the Loans during such period (excluding any mandatory prepayment of such Loans and the final principal installment of the Loans payable on the Scheduled Termination Date with respect to the Term Facility), plus (b) all amounts payable by the Borrower in respect of scheduled interest on the Loans plus all amounts payable (and minus all amounts receivable) by the Borrower under applicable Rate Hedging Agreements (in each case, other than termination or unwind payments thereunder) during such period, plus (c) all fees payable by the Borrower pursuant to Section 2.06 (but excluding any fees payable pursuant to the Fee Letters).

“Debt Service Coverage Ratio” means, for any Measurement Period, the ratio of (a) Cash Flow Available for Debt Service (including [*****]) for such Measurement Period to (b) Debt Service for such Measurement Period.

“Debt Service Reserve Account”  means a Dollar-denominated securities or deposit account of the Borrower established with the Account Bank and designated as the “Debt Service Reserve Account” in writing by the Borrower to the Administrative Agent and the Collateral Agent (it being understood, for avoidance of doubt, that any such account established pursuant to the foregoing, while serving as the Debt Service Reserve Account, shall be subject to a Control Agreement).

​

“Debt Service Reserve Overfunding Amount” means, as of any date of determination and with respect to the Debt Service Reserve Account, the positive difference, if any, between the Funded DSR Amount on such date and the Debt Service Reserve Requirement on such date.

“Debt Service Reserve Required Amount” means (a) on the initial Borrowing Date, $[*****] and (b) on the last Business Day of each fiscal quarter occurring after the initial Borrowing Date, an amount in Dollars equal to the aggregate scheduled principal and interest (taking into account, if applicable, any payments projected to be made or received by the Borrower under any applicable Rate Hedging Agreements (other than termination or unwind payments under such applicable Rate Hedging Agreements)), projected to be payable hereunder in respect of the Loans and the amount of any commitment fees projected to be payable in respect of the Commitments for the [*****] period occurring after such date.

“Debt Service Reserve Requirement” means an amount at least equal to the Debt Service Reserve Required Amount.

“Debtor Relief Laws” means the Bankruptcy Code of the United States and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Defaulting Lender” means, subject to Section 3.07(e), any Lender that has:

​

Any determination by the Administrative Agent as to whether or not a Lender is a Defaulting Lender under clause  (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender upon delivery of written notice of such determination to the Borrower and each Lender.

“Designated Holders” means [*****].

“Disposition” or “Dispose” means the sale, transfer, lease or other disposition of any Property by any Person (including any sale and leaseback transaction); provided that “Disposition” and “Dispose” shall not be deemed to include any issuance by Pledgor of any of its Equity Interests to another Person. “Disposed” shall have a meaning correlative to the foregoing.

“Disqualified Equity Interests” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Equity Interests that are not Disqualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset

​

sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations (other than contingent indemnification obligations as to which no claim has been asserted) that are accrued and payable and the termination of all of the Commitments), (b) is redeemable at the option of the holder thereof, in whole or in part, (c) provides for the scheduled payments of dividends in cash or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety-one (91) days after the Scheduled Termination Date in respect of the Term Facility; provided that if such Equity Interests are issued pursuant to a plan for the benefit of employees of the Borrower or by any such plan to such employees, such Equity Interests shall not constitute Disqualified Equity Interests solely because they may be required to be repurchased by Borrower in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability.

“Disqualified Institution” means those Persons (the list of all such Persons, the “Disqualified Institutions List”) that are (a) identified in writing by the Borrower to the Arrangers prior to the Closing Date, (b) competitors of Pledgor and the Borrower that are identified in writing by the Borrower to the Administrative Agent from time to time or (c) Affiliates of such Persons set forth in clauses (a) and (b) above that are (i) identified in writing by the Borrower or the Sponsor to the Administrative Agent from time to time or (ii) readily apparent on their face from the name of such Affiliate; provided that, (x) to the extent Persons are identified as Disqualified Institutions in writing by the Borrower or the Sponsor to the Administrative Agent after the Closing Date pursuant to clause (b) or (c)(i) above, the inclusion of such Persons as Disqualified Institutions shall not apply retroactively to prior assignments or participations in respect of any Loan under this Agreement, but shall disqualify such Persons from acquiring any further assignment or participation thereafter, (y) no bona fide fixed income investor or debt fund shall be a Disqualified Institution unless specifically included in clause (a) or (b) above and (z) no Disqualified Institution may become a Lender or otherwise participate in the Loans without the Borrower’s prior written consent.  The Disqualified Institutions List (updated from time to time in order to include additional Disqualified Institutions pursuant to clause (b) or (c)(i) above) shall be available for inspection upon request by any Lender to the Administrative Agent.  Notwithstanding the foregoing, the Borrower, by written notice to the Administrative Agent, may from time to time, in their sole discretion, remove any entity from the Disqualified Institutions List (or otherwise modify such list to exclude any particular entity), and such entity removed or excluded from the Disqualified Institutions List shall no longer be a Disqualified Institution for any purpose under this Agreement or any other Loan Document.  Notwithstanding anything to the contrary herein, the Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to the Disqualified Institutions.  Without limiting the generality of the foregoing, the Administrative Agent shall not ‎(1) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Institution or (2) have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential information, to any ‎Disqualified Institution.‎

“Disqualified Institutions List” has the meaning set forth in the definition of “Disqualified Institution”.

​

“Disqualified Person” has the meaning set forth in Section 10.07(b).

“Distribution Conditions” means, as of any date of determination, (a) the Debt Service Reserve Account is funded (or amounts have been credited thereto) in an amount equal to [*****], (b) the Debt Service Coverage Ratio for the most recently ended Measurement Period prior to such date is no less than (i) [*****], for any date of determination during the Availability Period or (ii) [*****], for any date of determination during the Operating Period, (c) no Default or Event of Default shall have occurred and be continuing as of such date and (d) during the Operating Period, the Borrower is in compliance with the Target Debt Balance.

“Distribution Suspense Account” means a Dollar-denominated securities or deposit account of the Borrower established with the Account Bank and designated as the “Distribution Suspense Account” in writing by the Borrower to the Administrative Agent and the Collateral Agent (it being understood, for avoidance of doubt, that any such account established pursuant to the foregoing, while serving as the Distribution Suspense Account, shall be subject to a Control Agreement).

“Dollar” and “$” mean lawful money of the United States.

“Drawstop Test” means the condition precedent set forth in Section 4.02(j).

“DSCR Test Date” means [*****].

“Dutch Auction” has the meaning set forth on Schedule IA hereof.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clause (a) or (b) of this definition and is subject to consolidated supervision with its parent.

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

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Assignee” means (a) any Person that meets the requirements to be an assignee under Section 10.07 (subject to receipt of such consents, if any, as may be required for the assignment of the applicable Loan or Commitment to such Person under Section 10.07(b)) and (b) with respect to the Loans only, any Affiliate Lender or any Affiliated Debt Fund; provided that in no event shall Pledgor or Borrower constitute an Eligible Assignee.

“Environmental Laws” means any and all applicable Laws relating to pollution, the protection of natural resources and the environment, the release of Hazardous Materials into the environment and human exposure to Hazardous Materials.

​

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, monitoring or oversight by a Governmental Authority, fines, penalties or indemnities), of the Borrower directly or indirectly resulting from or based upon (a) any actual or alleged violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) human exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract or agreement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Interests” means, with respect to any Person, all of the shares, membership interests or other similar equivalents (however designated) of capital stock of (or other ownership in) such Person and all of the warrants, options or other rights for the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible securities).

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor statute.

“Erroneous Payment” has the meaning set forth in Section 9.14(a).

“Erroneous Payment Deficiency Assignment” has the meaning set forth in Section 9.14(d)(i).

“Erroneous Payment Impacted Class” has the meaning set forth in Section 9.14(d)(i).

“Erroneous Payment Return Deficiency” has the meaning set forth in Section 9.14(d)(i).

“Erroneous Payment Subrogation Rights” has the meaning set forth in Section 9.14(d)(ii).

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Event of Default” has the meaning set forth in Section 7.01.

“Excess Cash Flow” means the balance of the funds remaining in the Revenue Account after giving effect to the transfers specified in priorities [*****]of Section 6.16(a)(ii).

“Excess Cash Flow Sweep Date” has the meaning set forth in Section 2.06(b)(i).

“Excluded Proceeds” means (a) any net cash proceeds or net Cash Equivalents that are received by the Borrower on or after the Closing Date, from the issuance or sale of its Equity Interests or contributions to its common equity, (b) any proceeds of the Loans, (c) any amounts permitted to be paid as Restricted Payments pursuant to Section 7.06(h), (d) any proceeds of any Disposition or Casualty Event with respect to the Borrower or incurrence of Indebtedness by ▇▇▇▇▇▇▇▇, (e) any proceeds of cash collateral returned to Borrower unless the Borrower, in its sole

​

discretion, elects to deposit such cash collateral into the Collateral Accounts and (f) any proceeds of Excluded Property unless the Borrower, in its sole discretion, elect to deposit such cash collateral into the Collateral Accounts.

“Excluded Property” has the meaning set forth in the Pledge and Security Agreement.

“Excluded Taxes” means, with respect to any Recipient or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income (i) by the United States of America (or any political subdivision or taxing authority thereof) or by the jurisdiction (or any political subdivision or taxing authority thereof) under the laws of which such recipient is organized or in which its principal office (or other fixed place of business) is located or, in the case of any Lender, in which its applicable lending office is located, or (ii) imposed as a result of a present or former connection between the Recipient and the jurisdiction imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from such Recipient having executed, delivered or performed its obligations, or received a payment or sought to collect funds due under, or enforced or sought to exercise its rights or pursue any remedy provided under, this Agreement or any other Loan Document), (b) any branch profits tax or any similar tax that is imposed by any jurisdiction described in clause (a) above, (c) in the case of a Lender, any U.S. federal withholding tax imposed on amounts payable hereunder to or for the account of such Lender pursuant to a law in effect on the date on which such Lender becomes a party hereto (other than pursuant to an assignment request by the Borrower under Section 3.06), or designates a new lending office, except to the extent that such Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 3.01(a) or Section 3.01(c), (d) any withholding taxes attributable to such Recipient’s or such other recipient’s failure to comply with Section 3.01(e), and (e) any withholding Taxes imposed pursuant to FATCA.

“Facility” means each of (a) the Commitments and the Loans made hereunder (the “Term Facility”) and (b) any Incremental Facility.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

“Federal Funds Rate” means, for any day, the greater of (a) the rate calculated by the Federal Reserve Bank of New York based on such day’s Federal funds transactions by depositary institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the Federal funds effective rate and (b) 0%.

​

“Fee Letter” means each letter agreement setting forth fees payable by the Borrower to the Agents, Lenders or their respective Affiliates relating to the transaction contemplated by the Loan Documents.

“Fee Payment Date” means (a) each Quarterly Payment Date and (b) the last day of the Availability Period.

“Floor” means the rate per annum equal to zero percent (0.00%).

“Foreign Lender” has the meaning set forth in Section 3.01(e)(ii)(B).

“FRB” means the Board of Governors of the United States Federal Reserve System of the United States.

“Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“Funded DSR Amount” means, as of any date of determination, the sum of (a) the balance of cash and Cash Equivalents on deposit in the Debt Service Reserve Account and (b) all Available Amounts in respect of all Acceptable Letters of Credit credited to the Debt Service Reserve Account.

“Funded Liquidity Reserve Amount” means, as of any date of determination, the sum of (a) the balance of cash and Cash Equivalents on deposit in the Liquidity Reserve Account and (b) all Available Amounts in respect of all Acceptable Letters of Credit credited to the Liquidity Reserve Account.

“Funding Office” means the office of the Administrative Agent specified in Section 10.02 or such other office as may be specified from time to time by the Administrative Agent as its funding office by written notice to the Borrower and the Lenders.

“GAAP” means, generally accepted accounting principles in the United States, set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board, or such other principles as may be approved by a significant segment of the accounting profession in the United States, as in effect from time to time.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, including, for the avoidance of doubt, any supra national bodies such as the European Union or the European Central Bank.

“Guarantee” means, as to any Person, without duplication, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation payable or performable by another

​

Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, whether or not contingent, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance of such Indebtedness or other monetary obligation, (iii) to maintain (or to advance or supply funds to maintain) working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other monetary obligation or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part) or (b) any Lien on any assets of such Person securing any Indebtedness or other monetary obligation of any other Person, whether or not such Indebtedness or other monetary obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided that the term “Guarantee” shall not include endorsements for collection or deposit, in either case in the ordinary course of business, or customary and reasonable indemnity obligations in effect on the Closing Date, or entered into in connection with any acquisition or Disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness).  The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.  The term “Guarantee” as a verb has a corresponding meaning.

“Hazardous Materials” means all contaminants, pollutants or hazardous or toxic substances, materials or wastes, including petroleum or petroleum distillates, asbestos, per- and polyfluoroalkyl substances and polychlorinated biphenyls.

“Incremental Facility” has the meaning set forth in Section 2.14(a).

“Incremental Facility Date” has the meaning set forth in Section 2.14(a).

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

​

The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date.  The amount of Indebtedness of any Person for purposes of clause (e) that is expressly made nonrecourse or limited-recourse (limited solely to the assets securing such Indebtedness) to such Person shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby as determined by such Person in good faith.

“Indemnified Liabilities” has the meaning set forth in Section 10.05.

“Indemnified Taxes” means all Taxes other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document.

“Indemnitees” has the meaning set forth in Section 10.05.

“Information” has the meaning set forth in Section 10.08.

“Insolvency” means, with respect to any Multiemployer Plan, the condition that such Multiemployer Plan is insolvent within the meaning of Section 4245 of ERISA. “Insolvent” shall have a meaning correlative to the foregoing.

“Intercompany Services Agreement” means the intercompany services agreement, dated as of the date hereof, entered into by and among the Sponsor and the Borrower.

​

“Intercreditor Agreement” means that certain Collateral Agency and Intercreditor Agreement dated as of the date hereof among the Borrower, the Administrative Agent, the Collateral Agent and the other parties from time party thereto.

“Interest Payment Date” means (a) as to any ABR Loan, each Quarterly Payment Date (commencing with the first Quarterly Payment Date to occur after the first full fiscal quarter after the initial Borrowing Date) and the final maturity date of such Loan and (b) as to any Term SOFR Loan, the last day of the Interest Period applicable thereto; provided that, in the case of Term SOFR Loans, if any such Interest Period exceeds three (3) months, the respective dates that fall every three (3) months after the beginning of such Interest Period shall also be Interest Payment Dates.  For purposes hereof, the date of a Loan or Borrowing initially shall be the date on which such Loan or Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Loan or Borrowing.

“Interest Period” means, as to any Term SOFR Loan, (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Term SOFR Loan and ending (i) on the Quarterly Payment Date immediately succeeding such Borrowing Date or conversion date (as applicable) or (ii) solely in the event that the Borrower has previously selected an Interest Period of one month in respect of any outstanding Term SOFR Loans, the last day of the Interest Period applicable to such outstanding Term SOFR Loans, in each case as selected by the Borrower in the applicable Borrowing Notice or notice of conversion, as the case may be, given with respect thereto; and (b) thereafter, each period commencing on the first day immediately following the end of the preceding Interest Period applicable to such Term SOFR Loan and ending in one, three or six (or, if agreed to by all Lenders under the relevant Facility, twelve) months thereafter, as selected by the Borrower in the applicable Borrowing Notice or notice of conversion, as the case may be, given with respect thereto; provided that all of the foregoing provisions relating to Interest Periods are subject to the following: (v) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day; (w) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; (x) the Borrower may not select an Interest Period that would extend beyond the Scheduled Termination Date; (y) the Borrower shall select Interest Periods so as not to require payment or prepayment of any Term SOFR Loan during an Interest Period for such Loan; and (z) no tenor that has been removed from this definition pursuant to Section 2.16(d) shall be available for election by the Borrower in any Borrowing Notice or in any conversion or continuation request pursuant to Section 2.07.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor incurs debt of the type referred to in clause (h) of the definition of Indebtedness in respect of such Person or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially

​

all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person.

“IP Rights” has the meaning set forth in Section 5.13.

“IRS” means the United States Internal Revenue Service.

“Joinder Agreement” means a Joinder Agreement substantially in the form of Exhibit G.

“Laws” means, collectively, all applicable foreign, federal, state, provincial, territorial and local statutes, treaties, rules, regulations, ordinances, codes and administrative or judicial precedents or authorities, or decisions, and all applicable administrative orders, directed duties, licenses, authorizations and permits of, and agreements with, any Governmental Authority.

“Lenders” means the banks, financial institutions and other institutional lenders listed on the signature pages hereof as the Lenders.

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such ▇▇▇▇▇▇’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.

“Letter of Credit Default” means, with respect to any Acceptable Hedge Letter of Credit, the occurrence of any of the following events: (a) the issuer of such Acceptable Hedge Letter of Credit ceases to be an Acceptable L/C Bank, (b) the issuer of the Acceptable Hedge Letter of Credit shall fail to comply with or perform its obligations under such Acceptable Hedge Letter of Credit if such failure shall be continuing after the lapse of any applicable grace period, (c) the issuer of such Acceptable Hedge Letter of Credit shall disaffirm, disclaim, repudiate or reject, in whole or in part, or challenge the validity of, such Acceptable Hedge Letter of Credit, (d) such Acceptable Hedge Letter of Credit shall expire or terminate, or shall fail or cease to be in full force and effect at any time during the term of the applicable Commodity Hedge and Power Sales Agreement (unless prior to such expiration or termination such Acceptable Hedge Letter of Credit has been replaced by another Acceptable Hedge Letter of Credit not subject to a Letter of Credit Default or the applicable Affiliate that is a party to the applicable Commodity Hedge and Power Sales Agreement has provided other Acceptable Collateral Support in place of such expiring or terminating Acceptable Hedge Letter of Credit) or (e) any event analogous to the Event of Default contained in Section 8.01(f) shall occur with respect to the issuer of such Acceptable Hedge Letter of Credit.

“Lien” means any mortgage, pledge, hypothecation, collateral assignment, encumbrance, lien (statutory or other), charge or other security interest (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any Capitalized Lease having substantially the same economic effect as any of the foregoing).

“Liquidity Reserve Account” means a Dollar-denominated securities or deposit account of the Borrower established with the Account Bank and designated as the “Liquidity Reserve Account” in writing by the Borrower to the Administrative Agent and the Collateral Agent

​

(it being understood, for avoidance of doubt, that any such account established pursuant to the foregoing, while serving as the Liquidity Reserve Account, shall be subject to a Control Agreement).

“Liquidity Reserve Amount” means [*****].

“Loan” has the meaning set forth in Section 2.01(a).

“Loan Documents” means, collectively, (a) this Agreement, (b) the Notes, (c) the Intercreditor Agreement, (d) the Fee Letter, (e) the Collateral Documents, (f) each Refinancing Amendment and (g) each Joinder Agreement.

“Major Maintenance Expenses” means all costs, other than administrative costs and costs incurred in connection with the day-to-day operation and maintenance of the Project, incurred by Borrower for any overhaul of, or major maintenance procedure for, the Project or any part thereof (excluding any such costs that are payable by other Persons under warranty or similar agreements or insurance policies).

“Material Adverse Effect” means (a) a material adverse effect on the business, assets, liabilities (actual or contingent), financial condition or results of operations of the Borrower, (b) a material adverse effect on the ability of the Borrower to perform its material obligations under the Loan Documents or (c) a material adverse effect on the material rights and remedies of the Administrative Agent (for the benefit of the Lenders), the Collateral Agent (for the benefit of the Lenders) or all of the Lenders (taken as a whole) under the Loan Documents.

“Maximum Rate” has the meaning set forth in Section 10.10.

“Measurement Period” means, as of any date of determination, the most recent period of four consecutive fiscal quarters of the Borrower ended on or prior to such date of determination (or, until four full consecutive fiscal quarters have elapsed since the initial Borrowing Date, the period commencing on the initial Borrowing Date and ending on such date of determination).

“▇▇▇▇▇’▇” means ▇▇▇▇▇’▇ Investors Service, Inc. and any successor thereto.

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA in respect of which the Borrower or a Commonly Controlled Entity Plan could have liability.

“Net Cash Proceeds” means:

​

​

“Network Plan” means the Borrower’s then-effective plan for deployment of Charging Stalls across the United States, as may be modified from time to time by Borrower, it being understood that the Network Plan (a) does not set forth any deadline or minimum concentration of Charging Stations in any specific geography and (b) may contain more Charging Stalls than scheduled to account for variations in buildout.

“New Product Introduction Process” means the technical evaluation and testing processes established by Sponsor for Chargers included in its charging network, consistently applied, as may be modified from time to time by Sponsor.

“New Commitments” has the meaning set forth in Section 2.14(a).

“New Lender” has the meaning set forth in Section 2.14(a).

“New Loans” has the meaning set forth in Section 2.14(a).

“Non-Public Information” means material non-public information (within the meaning of United States federal, state or other applicable securities laws) with respect to Pledgor, Borrower, any of their respective Affiliates or any Equity Interests of any of the foregoing.

“Non-Recourse Persons” has the meaning set forth in Section 10.24.

“Note” or “Notes” means the collective reference to any promissory note evidencing Loans.

“O&M Costs” means, for any period, all amounts paid (or projected to be paid) by the Borrower for the administration, management, operation and maintenance of the Project, including, without limitation, (i) Major Maintenance Expenses, (ii) all amounts payable by the Borrower pursuant to the Intercompany Services Agreement (other than Subordinated Reimbursements), (iii) all amounts payable by the Borrower to third parties in respect of the

​

administration, management, operation and maintenance of the Project, (iv) any payments owed by the Borrower under any Rate Hedging Agreement or Commodity Hedge and Power Sales Agreement (other than (A) any Termination Payments (as defined in the Intercreditor Agreement) with respect to any Secured Commodity ▇▇▇▇▇▇ (as defined in the Intercreditor Agreement) and (B) any Ordinary Course Settlement Payments (as defined in the Intercreditor Agreement) or Termination Payments (as defined in the Intercreditor Agreement) with respect to any Secured Rate ▇▇▇▇▇▇ (as defined in the Intercreditor Agreement)), and (v) reimbursement to any Affiliate of the Borrower for the costs of obtaining, maintaining, renewing and amending any Acceptable Letter of Credit or Commodity Hedge Credit Support (in each case, other than any principal, commitment or participation fees in connection with such Acceptable Letter of Credit or Commodity Hedge Credit Support, as applicable).

“Obligations” means the unpaid principal of and interest on (including interest accruing after the maturity of the Loans, including all interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans and all other obligations and liabilities of the Borrower to the Administrative Agent, the Collateral Agent or Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all fees, charges and disbursements of counsel to the Administrative Agent, the Collateral Agent or any Lender that are required to be paid by the Borrower pursuant hereto or any other Loan Document) or otherwise.

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

“Operating Period” shall mean the period following the Availability Period until the Scheduled Termination Date.

“Ordinary Course Settlement Payment” has the meaning assigned to such term in the Intercreditor Agreement.

“Organization Documents” means (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws, (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture, trust or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Taxes” means any and all present or future stamp or documentary taxes or any other excise or property, intangible or mortgage recording taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or

​

otherwise with respect to, the Loan Documents, except any such Taxes that are the result of a present or former connection between a Recipient and the jurisdiction imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from such Recipient having executed, delivered or performed its obligations, or received a payment or sought to collect funds due under, or enforced or sought to exercise its rights or pursue any remedy provided under, this Agreement or any other Loan Document) and that are imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06).

“Participant” has the meaning set forth in Section 10.07(d).

“Participant Register” has the meaning set forth in Section 10.07(j).

“PATRIOT Act” has the meaning set forth in Section 10.22.

“Payment Recipient” has the meaning assigned to such term in Section 9.14(a).

“PBGC” means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

“Periodic Term SOFR Determination Day” has the meaning assigned to such term in the definition of “Term SOFR”.

“Permit” means any and all licenses, permits, approvals, certifications, registrations, authorizations, exemptions, qualifications, rights of way and approvals required to be obtained by the Borrower from a Governmental Authority for the operation of the Project.

“Permitted Affiliate Hedge Counterparty” means any Affiliate of the Borrower as of the date such Permitted Commodity Hedge and Power Sales Agreement is entered into that has agreed pursuant to the terms of the applicable Permitted Commodity Hedge and Power Sales Agreement to which it is a party, to provide (or cause to be provided) and maintain Acceptable Collateral Support in respect of its obligations under the applicable Commodity Hedge and Power Sales Agreement in an amount not less than the Required Support Amount; provided that such Affiliate shall cease to constitute a Permitted Affiliate Hedge Counterparty in the following circumstances: (a) the Acceptable Collateral Support required to be maintained by such Affiliate shall not be in full force and effect for a period in excess of five (5) Business Days, (b) the Acceptable Collateral Support required to be maintained by such Affiliate is less than the Required Support Amount for a period longer than five (5) Business Days or (c) to the extent that the Acceptable Collateral Support posted by such Affiliate takes the form of an Acceptable Hedge Letter of Credit, either: (i) fewer than twenty (20) days remain prior to the expiration date of such Acceptable Hedge Letter of Credit or (ii) a Letter of Credit Default with respect to such Acceptable Hedge Letter of Credit applies.

“Permitted Commodity Hedge and Power Sales Agreement” means any Commodity Hedge and Power Sales Agreement entered into by the Borrower pursuant to Section 7.10.

“Permitted Hedge Counterparty” means a[*****].

​

“Permitted Liens” means, with respect to the Borrower, any lien permitted under Section 7.01.

“Permitted Refinancing Indebtedness” means, with respect to the Borrower, Indebtedness incurred to Refinance a portion equal to less than [*****] of the existing Term Facility; provided that:

​

“Permitted Tax Distributions” means, with respect to any taxable period, distributions by the Borrower for the purpose of allowing each direct or indirect equity holder of the Borrower to pay any United States federal, state and local taxes reasonably attributable to its direct or indirect ownership of the Borrower; provided that such amount for any taxable period shall not exceed the product of (a) the Borrower’s net taxable income for such taxable period (calculated, if the Borrower is a disregarded entity for U.S. federal income tax purposes, as if it were a partnership for U.S. federal income tax purposes), multiplied by (b) the highest combined marginal U.S. federal, state and local income tax rate applicable to an individual or corporation (whichever is higher) resident in New York, New York.    

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Platform” has the meaning set forth in Section 10.02(b).

“Pledge and Security Agreement” means that certain Pledge and Security Agreement dated as of the date hereof among the Borrower, the Pledgor and the Collateral Agent.

“Pledged Debt” means “Pledged Debt” as defined in the Pledge and Security Agreement.

​

“Pledged Equity Interests” means “Pledged Equity Interests” as defined in the Pledge and Security Agreement.

“Pledgor” means EVgo Voyager Pledgor LLC.

“Pro Forma Balance Sheet” has the meaning set forth in Section 5.12(b).

“Project” means the Borrower’s ownership, operation and maintenance of the Charging Stalls.

“Property” means any right or interest in or to any asset or property of any kind whatsoever (including Equity Interests), whether real, personal or mixed and whether tangible or intangible.

“Prudent Industry Practice” means those practices, methods, techniques, specifications and standards of safety and performance, as they may be modified from time to time, that (a) are generally accepted in the electric vehicle charging station manufacturing and operation industry as good, safe and prudent engineering practices in connection with the operation, maintenance, repair and use of the Project and (b) are otherwise in compliance in all material respects with applicable Law and Required Approvals.  Prudent Industry Practice is not intended to be limited to the optimum practice, method or act to the exclusion of all others, but rather to be acceptable practices, methods or acts generally accepted in the region or as required by any Governmental Authority or standards setting agency.

“Public Lender” means Lenders that do not wish to receive Non-Public Information with respect to Pledgor, the Borrower or their respective Equity Interests.

“QFC Credit Support” has the meaning set forth in Section 10.27.

“Qualified Operator” means (a) the Sponsor or an Affiliate of the Sponsor or (b) any other Person that has (or has an Affiliate that has) substantial experience within the last three (3) years as an operator of a Comparable Project (which shall be deemed to include, for the avoidance of doubt, those operators listed on Schedule IB).

“Qualified Owner” means [*****].

“Qualified Stall” means each Charging Stall that satisfies the Qualifying Criteria.

“Qualifying Criteria” shall include the criteria set forth in Schedule 1C.

“Qualifying Date” means [*****].

“Quarterly Payment Date” means the last Business Day of each March, June, September and December.

“Quarterly Report” has the meaning set forth in Section 6.02(e).

​

“Rate Hedging Agreement” means any Swap Contract entered into by the Borrower not for speculative purposes in order to effectively cap, collar, floor or exchange, with respect to any interest-bearing liability or investment, as applicable, of the Borrower.

“REC” means all renewable energy credits, offsets, or other benefits (other than any Tax Credit available to the Borrower) allocated, assigned or otherwise awarded or certified to Borrower by any Governmental Authority, program administrator or other certification board or other Person generally recognized in the as electric vehicle charging station manufacturing and operation industry in connection with the Project, including all such credits, offsets, or other benefits allocated, assigned or otherwise awarded or certified to Borrower.

“Recipient” means (a) the Administrative Agent or (b) any Lender.

“Refinance” means, in respect of any Indebtedness, (a) such Indebtedness (in whole or in part) as extended, renewed, defeased, refinanced, replaced, refunded or repaid and (b) any other Indebtedness issued in exchange or replacement for or to refinance such Indebtedness (in whole or in part), whether with the same or different lenders, arrangers and/or agents and whether with a larger or smaller aggregate principal amount and/or a longer or shorter maturity, in each case to the extent permitted under the terms of all of the Loan Documents.  “Refinanced” and “Refinancing” shall have correlative meanings.

“Refinanced Debt” has the meaning set forth in Section 2.15(a).

“Refinancing Amendment” has the meaning set forth in Section 2.15(f).

“Refinancing Commitments” has the meaning set forth in Section 2.15(a).

“Refinancing Facility Closing Date” has the meaning set forth in Section 2.15(d).

“Refinancing Lender” has the meaning set forth in Section 2.15(c).

“Refinancing Loan” has the meaning set forth in Section 2.15(b).

“Refinancing Loan Request” has the meaning set forth in Section 2.15(a).

“Refinancing Notes” has the meaning set forth in the definition of “Permitted Refinancing Indebtedness”.

“Reimbursable Capex” means, in respect of any Borrowing, costs that have been incurred or are expected to be incurred in connection with the financing, acquisition, permitting, development, construction, labor, procurement, testing, and startup of Qualified Stalls that are contributed to the Borrower, including:

“Register” has the meaning set forth in Section 10.07(c).

“Regulation T” means Regulation T of the FRB, as in effect from time to time.

​

“Regulation U” means Regulation U of the FRB, as in effect from time to time.

“Related Parties” means as to any Person, such Person’s partners, members, directors, officers, employees, Affiliates and agents of such Person.

“Relevant Governmental Body” means with respect to a Benchmark Replacement in respect of Loans denominated in Dollars, the Board of Governors of the Federal Reserve System and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System and/or the Federal Reserve Bank of New York or, in each case, any successor thereto.

“Relevant Transaction” has the meaning set forth in Section 2.06(b)(ii).

“Reorganization Plan” has the meaning set forth in Section 10.07(b).

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty (30) day notice period is waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg. § 4043.

“Reporting Deliverable” has the meaning set forth in Section 1.02(f).

“Required Approvals” has the meaning set forth in Section 5.19.

“Required Insurance” has the meaning set forth in Section 6.06(a).

“Required Lenders” means the holders of more than 50% of the aggregate unpaid principal amount of the Loans then outstanding and unused Commitments, as the case may be; provided that the Loans of any Affiliate Lender and Defaulting Lender shall be disregarded, except as otherwise set forth in Section 3.07 and Section 10.01, respectively; and provided, further, that the Loans of any Affiliated Debt Fund shall be disregarded to the extent required in accordance with Section 10.01.

“Required Support Amount” means [*****].

“Required Tranche Lenders” means, with respect to any Tranche of Lenders, the holders of more than 50% of the aggregate unpaid principal amount of the Loans of such Tranche then outstanding and unused Commitments in respect of such Tranche, as the case may be; provided that the Loans of any Affiliate Lender and Defaulting Lender shall be disregarded, except as otherwise set forth in Section 3.07 and Section 10.01, respectively; and provided, further, that the Loans of any Affiliated Debt Fund shall be disregarded to the extent required in accordance with Section 10.01.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer” means the chief executive officer, director, president, vice president, executive vice president, managing director, chief financial officer, treasurer or assistant treasurer or other similar officer of the Borrower or the Pledgor, as applicable, and, as to any

​

document delivered on the Closing Date (except as otherwise expressly set forth in Section 4.01), any secretary or assistant secretary.  Any document delivered hereunder that is signed by a Responsible Officer of the Borrower or the Pledgor, as applicable, shall be presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of the Borrower or the Pledgor, as applicable, and such Responsible Officer shall be presumed to have acted on behalf of the Borrower or the Pledgor, as applicable.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest of any Person, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest, or on account of any return of capital to such Person’s stockholders, partners or members (or the equivalent Persons thereof); provided that the following shall not be considered Restricted Payments: [*****].

“Retained Cash” means the Excess Cash Flow for any given fiscal quarter of the Borrower after giving effect to the transfers specified in priorities First through Tenth of Section 6.16(a)(ii).

“Revenue Account” means a Dollar-denominated securities or deposit account of the Borrower established with the Account Bank and designated as the “Revenue Account” in writing by the Borrower to the Administrative Agent and the Collateral Agent (it being understood, for avoidance of doubt, that any such account established pursuant to the foregoing, while serving as the Revenue Account, shall be subject to a Control Agreement).

“S&P” means S&P Global Ratings, a business unit of Standard & Poor’s Financial Services, LLC, and any successor thereto.

“Sanctioned Country” means, at any time, a country or territory which is the subject or target of comprehensive Sanctions broadly restricting or prohibiting dealings with such country, territory or government (as of the date hereof, Cuba, Iran, North Korea, Syria and the Crimea, Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine).

“Sanctioned Person” means, at any time, any person that is the subject or target of any Sanction, including (a) any Person listed on the SDN List or any other Sanctions-related list of designated Persons maintained by the United States (including by OFAC or the U.S. Department of State), the United Nations Security Council, the European Union or any member state thereof or His Majesty’s Treasury of the United Kingdom or any other relevant sanctions authority, (b) any Person domiciled, organized, or ordinarily resident in, or any governmental entity or governmental instrumentality of, a Sanctioned Country, or (c) any Person 25% or more directly or indirectly owned by, or controlled by, any Person described in clauses (a) or (b) hereof.

“Sanctions” means any economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC or the U.S. Department of State, (b) the United Nations Security Council, (c) the European Union or any member state thereof, (d) His Majesty’s Treasury of the United Kingdom and (e) any other relevant sanctions authority.

​

“Scheduled Termination Date” means the date that is the fifth anniversary of the initial Borrowing Date.

“SDN List” means the Specially Designated Nationals and Blocked Persons List maintained by OFAC.

“Secured Funding Proceeds” means [*****].

“Secured Parties” has the meaning set forth in the Intercreditor Agreement.

“Secured Rate Hedge” has the meaning assigned to such term in the Intercreditor Agreement.

“Secured Rate Hedge Provider” means (a) any Person who is a Lender, an Agent or an Arranger or an Affiliate of a Lender, an Agent or an Arranger (or who was a Lender, an Agent or an Arranger or an Affiliate of a Lender, an Agent or an Arranger) at the time of execution and delivery of the relevant Rate Hedging Agreement or (b) any Approved Counterparty.  For the avoidance of doubt, a Secured Rate Hedge Provider may continue to be a Secured Rate Hedge Provider regardless of whether it or its Affiliates ceases to be a Lender.

“Secured Rate Hedging Agreement” means any Rate Hedging Agreement entered into between the Borrower and a Secured Rate Hedge Provider.

“Single Employer Plan” means any employee benefit plan that is covered by ERISA and in respect of which the Borrower or a Commonly Controlled Entity could have liability that is covered by Title IV of ERISA, but that is not a Multiemployer Plan.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Loan” means a Loan that bears interest at a rate based on Term SOFR, other than pursuant to clause (c) of the definition of “ABR”.

“Solvent” means, with respect to any Person, as of any date of determination, that on such date (a) the sum of the liabilities, subordinated, contingent or otherwise, of such Person and its Subsidiaries, on a consolidated basis, as such liabilities become absolute and matured, does not exceed the present fair saleable value of the present assets of such Person and its Subsidiaries, on a consolidated basis, (b) the fair value of the property of such Person and its Subsidiaries, on a consolidated basis, is greater than the total amount of debts and liabilities, subordinated, contingent or otherwise, of such Person, on a consolidated basis, as such liabilities become absolute and mature, (c) the capital of such Person, on a consolidated basis, is not unreasonably small in relation to their business as contemplated on the date hereof, and (d) such Person, on a consolidated basis, has not incurred and does not intend to incur, or believe that they will incur, debts including current obligations, whether subordinated, contingent or otherwise, beyond their ability to pay such debts as they become due (whether at maturity or otherwise).

​

“Special Proceeds Account” means a Dollar-denominated securities or deposit account of the Borrower established with the Account Bank and designated as the “Special Proceeds Account” in writing by the Borrower to the Administrative Agent and the Collateral Agent (it being understood, for avoidance of doubt, that any such account established pursuant to the foregoing, while serving as the Special Proceeds Account, shall be subject to a Control Agreement).

“Sponsor” means EVgo Services LLC, a Delaware limited liability company.

“Sponsor Model” means the Sponsor’s financial model delivered to the Administrative Agent on July 21, 2025.

“Standard Technical Design Methodology” means the general design and layout principles established by Sponsor for Charging Station design and layout, consistently applied, as may be modified from time to time by Sponsor.

“Subordinated Reimbursements” has the meaning given to such term in the Intercompany Services Agreement.  

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity (including a trust, whether formed by declaration, indenture or otherwise) of which at least 50% of the shares of securities or other interests having ordinary voting power for the election or appointment of directors, trustees or other fiduciaries or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.

“Supported QFC” has the meaning set forth in Section 10.27.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other derivative transaction or option involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement and (b) any and all Commodity Hedge and Power Sales Agreements.

“Swap Termination Value” means, in respect of any Swap Contract, (a) for any date on or after the date such Swap Contract has been closed out and termination or unwind value(s) determined in accordance therewith, such termination or unwind value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contract, as determined based upon one or more mid-market or other

​

readily available quotations provided by any recognized dealer in such Swap Contract (which may include a Lender or any Affiliate of a Lender).

“Synthetic Lease Obligation” means the monetary obligation of a Person under a so-called synthetic, off-balance sheet or tax retention lease.

“Target Debt Balance” means, as of each Quarterly Payment Date, an amount equal to the corresponding Dollar amount set forth in Schedule 2.06(b) for such Quarterly Payment Date, as such Schedule 2.06(b) may be adjusted on the last day of the Availability Period in accordance with Section 2.03(b).

“Tax Credit” means the alternative fuel vehicle refueling property tax credit provided under Section 30C of the Code and the U.S. Department of Treasury regulations promulgated thereunder (or any successor provision of law or similar provision following a change in law).

“Tax Sharing Agreement” means the tax sharing agreement dated as of the date hereof, by and between the EVgo OpCo, LLC and the Borrower.

“Taxes” means any and all present or future taxes, levies, imposts, duties (including stamp duties), assessments, deductions, withholdings or other similar charges (including ad valorem charges) imposed by any Governmental Authority and any and all liabilities (including fines, interest, penalties or additions to tax) related thereto.

“Term Facility” has the meaning set forth in the definition of “Facility”.

“Term Percentage” means, as to any Lender and any Tranche at any time, the percentage which such Lender’s aggregate Commitments and Loans then constitutes of the aggregate Commitments and Loans in such Tranche (or, at any time after the Closing Date, the percentage which the aggregate principal amount of such ▇▇▇▇▇▇’s Loans then outstanding constitutes of the aggregate principal amount of all Loans then outstanding).

“Term SOFR” means:

​

provided, further, that if Term SOFR determined as provided above (including pursuant to the proviso under clause (a) or clause (b) above) shall ever be less than the Floor, then Term SOFR shall be deemed to be the Floor.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).

“Term SOFR Loan” means a Loan that bears interest at a rate based on Term SOFR other than pursuant to clause (c) of the definition of “ABR”.

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

“Term SOFR Tranche” means the collective reference to Term SOFR Loans where the then-current Interest Periods with respect to all of which begin on the same date and end on the same date (whether or not such Loans shall originally have been made on the same day).

​

“Transactions” means, collectively, (a) the funding of the Loans on the initial Borrowing Date and the execution and delivery of Loan Documents to be entered into on the Closing Date and (b) the payment of Transaction Expenses in connection with the foregoing.

“Type” means, with respect to a Loan, its character as an ABR Loan or Term SOFR Loan.

“U.S. 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 recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“U.S. Lender” has the meaning set forth in Section 10.15(c).

“U.S. Tax Compliance Certificate” has the meaning set forth in Section 3.01(e)(ii)(B)(3).

“U.S. Tax Law Change” means, as applied in respect of any Lender or Agent, as the case may be, the occurrence after the date it first became a party to this Agreement (including, for the avoidance of doubt, by means of assignment) of the enactment of any applicable United

​

States federal tax Law or promulgation of any United States Treasury regulation or the entry into force, revocation or change or modification of any income tax convention to which the United States is a party, or change in the administrative application or administrative or judicial interpretation of any of the foregoing (excluding, for the avoidance of doubt, FATCA).

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“Underwriting Criteria” means the Sponsor’s standardized economic thresholds and underwriting methodology, consistently applied, as may be modified from time to time by Sponsor.

“Undisclosed Administration” means, in relation to a Lender, or its direct or indirect parent company, the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian, or other similar official by a supervisory authority or regulator, under or based on the Laws in the country where such Lender, or such parent company, is subject to home jurisdiction, if applicable Law requires that such appointment not be disclosed.

“Uniform Commercial Code” or “UCC” has the meaning set forth in the Intercreditor Agreement.

“United States” and “U.S.” mean the United States of America.

“Uptime Percentage” means [*****].

“Uptime Stall” means [*****].

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years (and/or portion thereof) obtained by dividing:  (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Indebtedness.

“Withholding Agent” means the Borrower or the Administrative Agent

​

“Write-Down and Conversion Powers” means (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

​

​

​

​

​

provided that, any voluntary prepayments of Loans made by the Borrower pursuant to Section 2.06(a) prior to the end of any fiscal quarter with the internally generated cash received by the Borrower from sources (other than a refinancing of the Loans) that are applied in the same order as mandatory prepayments of Excess Cash Flow pursuant to this Section 2.06(b)(i) shall be credited against the Borrower’s prepayment obligations under this clause (i) on a dollar-for-dollar basis.

​

All prepayments under this Section 2.06 shall be made (A) together with any accrued and unpaid interest to such date on the amount prepaid, (B) in the case of any such prepayment of a Term SOFR Loan on a date other than the last day of an Interest Period therefor

​

together with any amounts owing in respect of such Term SOFR Loan pursuant to Section 3.04 and (C) otherwise without premium or penalty.

​

​

​

​

​

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this Section 2.12(b) shall be conclusive, absent manifest error.

​

​

​

​

​

​

​

​

​

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

​

​

​

Upon notice thereof by the Administrative Agent to the Borrower, (i) any obligation of the Lenders to make or continue Term SOFR Loans or to convert ABR Loans to Term SOFR Loans shall be suspended to the extent of the affected SOFR Loans or affected Interest Periods until the Administrative Agent (with respect to clause (b), at the instruction of the applicable Required Lenders) revokes such notice and (ii) if such determination affects the calculation of the ABR, the Administrative Agent shall during the period of such suspension compute the ABR without reference to clause (c) of the definition of “ABR” until the Administrative Agent revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or the affected Interest Periods thereof) or, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to ABR Loans in the amount specified therein and (y) any outstanding affected Term SOFR Loans will be deemed to have been converted into ABR Loans, which, in the case of Term SOFR Loans, shall occur at the end of the applicable Interest Period.  Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 3.04.

and the result of any of the foregoing is to increase the cost to such Lender, by an amount that such Lender deems in its reasonable discretion to be material, of making, converting into, continuing or maintaining any Loans or of maintaining its obligation to make any such Loan, or to reduce any amount receivable (whether of principal, interest or any other amount) by such Lender hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender or such other Lender upon its demand, any additional amounts necessary to compensate such Lender for

​

such increased cost or reduction suffered.  If any Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. Notwithstanding anything to the contrary, no Lender shall demand payment of any additional amounts or other compensation pursuant to this Section 3.03 unless such Lender is generally charging such amounts to similarly situated borrower, as determined by the applicable Lender.

​

such indemnification may include an amount equal to the excess, if any, of (A) the amount of interest that would have accrued on the amount so prepaid, or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Term SOFR Loans provided for herein (excluding, however, the Applicable Rate included therein, if any) over (B) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the market for overnight cash borrowing collateralized by United States government securities.  A certificate as to any amounts payable pursuant to this Section 3.04 submitted to the Borrower by any Lender shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

​

under Section 3.08 that had the result of eliminating the continued need for payment of amounts owing pursuant to Section 3.01 or 3.03 or the conversion of SOFR Loans to ABR Loans pursuant to Section 2.07, (iii) the Borrower may require the replaced Lender to assign and delegate all of its interests, rights and obligations hereunder and under any other Loan Document to one or more Eligible Assignees that shall assume such obligations and the applicable Eligible Assignee shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (iv) in the case of clauses (a) and (c), the Borrower shall be liable to such replaced Lender under Section 3.04 if any Term SOFR Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (v) the applicable Eligible Assignee shall be reasonably satisfactory to the Administrative Agent (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.07 (provided that (x) the Borrower shall be obligated to pay the registration and processing fee referred to therein and (y) the failure of any such Lender to execute an Assignment and Assumption or deliver such Notes shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment may be recorded in the Register and the Notes shall be deemed to be canceled upon such failure), (vii) in the case of clause (a), until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.01 or 3.03, as the case may be, (viii) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any Lender shall have against the replaced ▇▇▇▇▇▇, and (ix) in the case of clause (e), the prospective Qualified Owner shall be acceptable to the replacement Lender.

​

​

​

​

​

The Borrower hereby represents and warrants (as to itself and as to Pledgor (where specified)) that:

​

Person or its property is subject or (c) violate any Law; in each case (other than with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (a) or clause (b)(ii)) except to the extent that such violation, conflict, breach, contravention or payment would not reasonably be expected to have a Material Adverse Effect.

​

​

​

failure to own, license or possess or such conflicts, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.  No claim or litigation regarding any of the foregoing is pending or, to the knowledge of the Borrower, threatened in writing, which, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

​

Sanctioned Country, in any case in violation of applicable Sanctions. The Borrower has not been the subject of an enforcement action or, to the Borrower’s knowledge, investigation brought by a relevant Governmental Authority regarding a potential violation by the Borrower of applicable Anti-Corruption Laws, AML Laws, or Sanctions.

​

​

So long as any Obligation (other than contingent indemnification obligations) is owing to any Lender or the Administrative Agent hereunder or under any other applicable Loan Document or any Commitment has not terminated or expired, the Borrower shall do the following:

​

​

Each notice pursuant to this Section 6.03 shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth reasonable details of the occurrence referred to therein and stating what action (if any) the Borrower has taken and propose to take with respect thereto. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Lender thereof.

​

​

​

​

​

​

​

So long as any Obligation (other than contingent indemnification obligations) is owing to any Lender or the Administrative Agent hereunder or under any other applicable Loan Document, the Borrower shall not do the following:

​

​

​

​

​

​

​

Notwithstanding the foregoing, collateral support arrangements taking the form of Acceptable Collateral Support in an amount not less than the Required Support Amount under any Permitted Commodity Hedge and Power Sales Agreement entered into with any Permitted

​

Affiliate Hedge Counterparty shall satisfy the requirements of this Section 7.08; provided that the other terms and conditions of any such Permitted Commodity Hedge and Power Sales Agreement shall otherwise be required to satisfy the requirements of this Section 7.08.

For the avoidance of doubt, the Borrower may enter into any agreement (including, but not limited to, any guarantee, credit sleeve or similar agreement) providing credit support for any Permitted Commodity Hedge and Power Sales Agreement entered into in accordance with the terms hereof.

​

or any provision thereof if such termination, replacement, amendment, modification or waiver would reasonably be expected to be materially adverse to the Lenders.

​

​

​

​

​

available such proceeds to any other Affiliate, joint venture partner or other Person, (a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any applicable Anti-Corruption Laws, (b) in violation of applicable AML Laws, (c) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, in any case in violation of applicable Sanctions, or (d) in any manner that would constitute a violation of any Sanctions by the Borrower, any Lender, any Agent or any other party hereto.

​

​

​

​

​

provided, however, that upon the occurrence of an Event of Default with respect to the Borrower under Section 8.01(f), all of the Commitments shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are

​

hereby expressly waived by the Borrower, in each case without further act of the Administrative Agent or any Lender.

​

​

​

and creditworthiness of the Borrower.  Except for notices, reports and other documents expressly required to be furnished to the Lenders by any Agent herein, such Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Borrower or its Affiliates which may come into the possession of any Agent-Related Person.

​

Administrative Agent, and the terms “Lender” and “Lenders” (in each case to the extent applicable) shall include the Administrative Agent in its individual capacity.  

​

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due the Administrative Agent under Section 2.06 and Section 10.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release its interest in particular types or items of property.  In each case as specified in this Section 9.11, the Administrative Agent will concurrently therewith or earlier, at the Borrower’s expense, without requiring consent of the Lenders, execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence and effectuate the irrevocable and concurrent release of any Lien granted under any of the Collateral Documents in all or any portion of the Collateral being disposed of in connection with such permitted Disposition or identified as Excluded Property, in each case, without representation, warranty or recourse, in each case in accordance with the terms of the Loan Documents and this Section 9.11; provided that the Borrower shall have delivered to the

​

Administrative Agent a certificate of a Responsible Officer of the Borrower stating that such permitted Disposition or release of Excluded Property is in compliance with this Agreement and the other Loan Documents.

​

For the avoidance of doubt, the failure to deliver a notice to the Administrative Agent pursuant to this Section 9.14(b) shall not have any effect on a Payment Recipient’s obligations pursuant to Section 9.14(a) or on whether or not an Erroneous Payment has been made.

​

​

Each party’s obligations, agreements and waivers under this Section 9.14 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

​

and provided further that (i)  no amendment, waiver or consent shall, unless in writing and signed by the applicable Agent, in its capacity as such, in addition to the Borrower and the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, such Agent under this Agreement or any other Loan Document; (ii) Section 10.07(g) may not be amended, waived or otherwise modified without the consent of each Lender all or any part of whose Loans are being funded by a Conduit Lender at the time of such amendment, waiver or other

​

modification; and (iii) any Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, any amendment, modification, waiver or consent may be effected with the consent of the applicable Lenders other than Affiliate Lenders, except that (x) the Commitments of any such Affiliate Lender may not be increased or extended, the maturity of the Loans of any Affiliate Lender may not be extended, the rate of interest on any of such Loans may not be reduced, the fees or premium of or due in respect of any such Loans may not be reduced, the principal amount of any of such Loans may not be forgiven, the pro rata status of such Loans may not be forgiven, in each case without the consent of such Affiliate Lender and (y) any amendment, modification, waiver or other action that by its terms adversely affects any Affiliate Lender in its capacity as a Lender in a manner that differs in any material respect from, and is more adverse to such Affiliate Lender than it is to, other affected Lenders shall require the consent of such Affiliate Lender.

Notwithstanding anything to the contrary herein, if the Borrower or Pledgor shall be subject to any voluntary or involuntary proceeding commenced under any Debtor Relief Law, each Affiliate Lender shall not have the right to vote in accordance with its discretion, but shall authorize the Administrative Agent to vote on its behalf as directed by the Required Lenders (and such Affiliate Lender shall grant to the Administrative Agent a power of attorney in furtherance thereof) and shall agree not take any step or action (whether directly or indirectly) in such proceeding to object to, impede, or delay the exercise of any right or the taking of any action by the Administrative Agent (or the taking of any action by a third party to which the Administrative Agent has consented with respect to any disposition of assets by the Borrower or Pledgor or any equity or debt financing to be made to the Borrower or Pledgor), including the filing of any pleading by the Administrative Agent in (or with respect to any matters related to) the proceeding so long as the Administrative Agent is not taking any action to treat such Affiliate ▇▇▇▇▇▇’s Loans in a manner that is less favorable to such Affiliate Lender in any material respect than the proposed treatment of similar Obligations held by other Lenders.

Notwithstanding anything to the contrary herein, in connection with any amendment, modification, waiver or other action requiring the consent or approval of Required Lenders, Lenders that are Affiliated Debt Funds shall not be permitted, in the aggregate, to account for more than 49.9% of the amounts actually included in determining whether the threshold in the definition of Required Lenders has been satisfied.  The voting power of each Lender that is an Affiliated Debt Fund shall be reduced, pro rata, to the extent necessary in order to comply with the immediately preceding sentence.

Notwithstanding anything else to the contrary contained in this Section 10.01, (a) if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and (b) the Administrative Agent and the Borrower shall be permitted to amend any provision of any Collateral Document to better implement the intentions of this Agreement and the other Loan Documents, and in each case, such amendments shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders within ten (10) Business Days following receipt of notice thereof.

​

Notwithstanding anything to the contrary herein, at any time and from time to time, upon notice to the Administrative Agent (who shall promptly notify the applicable Lenders) specifying in reasonable detail the proposed terms thereof, the Borrower may make one or more loan modification offers to all the Lenders that would, if and to the extent accepted by any such Lender, (a) extend the Scheduled Termination Date and any amortization of the Loans and Commitments and/or change the Applicable Rate and/or fees payable with respect to the Loans and Commitments under such Facility (in each case solely with respect to the Loans and Commitments of accepting Lenders in respect of which an acceptance is delivered) and (b) treat the Loans and Commitments so modified as a new “Term Facility”, for all purposes under this Agreement; provided that (i) such loan modification offer is made to each Lender under the relevant Facility on the same terms and subject to the same procedures as are applicable to all other Lenders under such Facility (which procedures in any case shall be reasonably satisfactory to the Administrative Agent), (ii) no Event of Default shall have occurred and be continuing at the time of such loan modification and (iii) no loan modification shall affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent, without its prior written consent.

In connection with any such loan modification, the Borrower and each accepting Lender shall execute and deliver to the Administrative Agent such agreements and other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the applicable loan modification offer and the terms and conditions thereof, and this Agreement and the other Loan Documents shall be amended in a writing (which may be executed and delivered by the Borrower and the Administrative Agent and shall be effective only with respect to the applicable Loans and Commitments of Lenders that shall have accepted the relevant loan modification offer (and only with respect to Loans and Commitments as to which any such ▇▇▇▇▇▇ has accepted the loan modification offer)) to the extent necessary or appropriate, in the judgment of the Administrative Agent, to reflect the existence of, and to give effect to the terms and conditions of, the applicable loan modification (including the addition of such modified Loans and/or Commitments as a “Term Facility” hereunder).  No Lender shall have any obligation whatsoever to accept any loan modification offer, and may reject any such offer in its sole discretion.  Notwithstanding the foregoing, no modification referred to above shall become effective unless the Administrative Agent, to the extent reasonably requested by the Administrative Agent, shall have received board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 with respect to the Borrower and the Pledgor.

​

Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II or Article VIII unless otherwise agreed by the Administrative Agent, the Borrower (in respect of notices pursuant to Article VIII) and the applicable Lender.  The Administrative Agent or the Borrower may, in its or their discretion, as applicable, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement); provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

​

​

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Borrower or Pledgor shall be vested exclusively in, and all actions and

​

proceedings at Law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any Lender from exercising setoff rights in accordance with Section 10.09 (subject to the terms of Section 2.10), or (c) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to the Borrower or Pledgor under any Debtor Relief Law; and provided further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b) and (c) of the preceding proviso and subject to Section 2.10, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

​

All amounts due under this Section 10.04 shall be paid within thirty (30) days after invoiced or demand therefor (with a reasonably detailed invoice with respect thereto) (except for any such costs and expenses incurred prior to the initial Borrowing Date, which shall be paid on the initial Borrowing Date to the extent invoiced prior to the initial Borrowing Date).  The agreements in this Section 10.04 shall survive the termination of all of the Commitments and repayment of all other Obligations.  If the Borrower or Pledgor fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of the Borrower or Pledgor, as applicable, by the Administrative Agent or any Lender, in its sole discretion.

​

whole or in part, out of the negligence of the Indemnitee and regardless of whether such Indemnitee is a party thereto, and whether or not such proceedings are brought by the Borrower, its equity holders, its Affiliates, creditors or any other third person.  No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through the Platform or other information transmission systems (including electronic telecommunications) in connection with this Agreement unless determined by a court of competent jurisdiction in a final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee, nor shall any Indemnitee, the Borrower or the Pledgor or have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date); provided that such waiver of special, punitive, indirect or consequential damages shall not limit the indemnification obligations of the Borrower under this Section 10.05.  In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any the Borrower, the Pledgor or any of their respective directors, shareholders or creditors or an Indemnitee or any other Person, and whether or not any Indemnitee is otherwise a party thereto.  Should any investigation, litigation or proceeding be settled, or if there is a judgment against an Indemnitee in any such investigation, litigation or proceeding, the Borrower shall indemnify and hold harmless each Indemnitee in the manner set forth above.  All amounts due under this Section 10.05 shall be payable within thirty (30) days after demand therefor.  The agreements in this Section 10.05 shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of all of the Commitments and the repayment, satisfaction or discharge of all the other Obligations. This Section 10.05 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc., arising from any non-Tax claim.

​

​

Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.07(c), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 3.01, Section 3.03, Section 3.04, Section 10.04 and Section 10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment, and subject to the obligations set forth in Section 10.08).  Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause (b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.07(d).

In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the

​

▇▇▇▇▇▇▇▇ and the Administrative Agent (such consent of the Administrative Agent, not to be unreasonably withheld, conditioned or delayed), the applicable Aggregate Exposure Percentage of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full Aggregate Exposure Percentage of all Loans in accordance with its Aggregate Exposure Percentage thereof.  Subject to Section 10.25, except to the extent expressly agreed by the affected parties, no assignment by a Defaulting Lender shall constitute a waiver or release of any claims of any party hereunder against a Defaulting Lender arising from that ▇▇▇▇▇▇ having become a Defaulting Lender.

If any assignment or participation under this Section 10.07 is made (other than in accordance with clause (b)(ii)(D) above) to (1) any Affiliate of any Disqualified Institution (other than any bona fide debt fund that is not itself a Disqualified Institution) or (2) any Disqualified Institution without the Borrower’s prior written consent (any such Person, a “Disqualified Person”), then the Borrower may, at its sole expense and effort, upon notice to the applicable Disqualified Person and the Administrative Agent, (A) terminate any Commitment of such Disqualified Person and repay the outstanding amount of Loans, together with accrued and unpaid interest thereon, accrued and unpaid fees and all other amounts owing to such Disqualified Person, (B) in the case of any outstanding Loans, purchase such Loans by paying the lesser of (x) par and (y) the amount that such Disqualified Person paid to acquire such Loans, plus in the case of each of clauses (x) and (y), accrued and unpaid interest thereon, accrued and unpaid fees and all other amounts due and payable to it hereunder and/or (C) require such Disqualified Person to assign, without recourse (in accordance with and subject to the restrictions contained in this Section 10.07), all of its interests, rights and obligations under this Agreement to one or more Eligible Assignees at the lesser of (x) par and (y) the amount that such Disqualified Person paid to acquire such Loans, plus in the case of each of clauses (x) and (y), accrued and unpaid interest thereon, accrued and unpaid fees and all other amounts due and payable to it hereunder; provided that (I) in the case of clauses (A) and (B), the Borrower shall be liable to the relevant Disqualified Person under Section 3.04 if any SOFR Loan owing to such Disqualified Person is repaid or purchased other than on the last day of the Interest Period relating thereto and (II) in the case of clause (C), the relevant assignment shall otherwise comply with this Section 10.07 (except that (x) no registration and processing fee required under this Section 10.07 shall be required with any assignment pursuant to this paragraph and (y) any Loan acquired by any Affiliate Lender pursuant to this paragraph will not be included in calculating compliance with the Affiliate Lender Cap for a period of sixty (60) days following such transfer; provided that, to the extent either (1) the aggregate principal amount of Loans held by Affiliate Lenders exceeds the Affiliate Lender Cap on the sixty-first (61st) day following such transfer or (2) an Event of Default has occurred and is continuing under Section 8.01(f), then in either case such excess amount shall be automatically contributed to Pledgor or Borrower and retired and cancelled immediately upon such contribution).  Nothing in this paragraph shall be deemed to prejudice any right or remedy that Pledgor or the Borrower may otherwise have at law or equity.  Each Lender acknowledges and agrees that Pledgor and its Subsidiaries will suffer irreparable harm if such Lender breaches any obligation under this Section 10.07 insofar as such obligation relates to any assignment or participation to any Disqualified Person.  Additionally, each Lender agrees that the Pledgor and/or the Borrower may seek to obtain specific performance or other equitable or injunctive relief to enforce this paragraph

​

against any Disqualified Person and the immediately following paragraph of this Section 10.07 against any Disqualified Person, in each case with respect to such breach without posting a bond or presenting evidence of irreparable harm.

Notwithstanding anything to the contrary contained in this Agreement, each Disqualified Person (A) will not (x) have the right to receive information, reports or other materials provided to Lenders by the Borrower, the Administrative Agent or any Lender, (y) attend or participate in conference calls or meetings participated in or attended by the Lenders and the Administrative Agent, or (z) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders and (B) (x) for purposes of determining whether the Required Lenders have (i) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by the Borrower or Pledgor therefrom, (ii) otherwise acted on any matter related to any Loan Document, or (iii) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, shall not have any right to consent (or not consent), otherwise act or direct or require the Administrative Agent or any Lender to take (or refrain from taking) any such action, and all Loans held by any Disqualified Person shall be deemed to be not outstanding for all purposes of calculating whether the Required Lenders or all Lenders have taken any actions, except that no amendment, modification or waiver of any Loan Document shall, without the consent of the applicable Disqualified Person, deprive any Disqualified Person of its pro rata share of any payment to which all Lenders of the applicable Class of Loans are entitled and (y) for purposes of voting on any plan of reorganization or plan of liquidation pursuant to any Debtor Relief Laws (a “Reorganization Plan”) each Disqualified Person party hereto hereby agrees (1) not to vote on such Reorganization Plan, (2) if such Disqualified Person does vote on such Reorganization Plan notwithstanding the restriction in the foregoing clause (1), such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and such vote shall not be counted in determining whether the applicable Class has accepted or rejected such Reorganization Plan in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws) and (3) not to contest any request by any party for a determination by the Bankruptcy Court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (2).

​

​

​

​

or representative thereof or regulatory authority (including any self-regulatory authority or representative thereof) having jurisdiction over such Agent, Lender or its respective Affiliates or in connection with any pledge or assignment permitted under Section 10.07(f); (c) in any legal, judicial, administrative proceeding or other compulsory process or otherwise as required by applicable Laws or regulations or by any subpoena or similar legal process; (d) to any other party to this Agreement; (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder; (f) subject to an agreement containing provisions substantially the same (or at least as restrictive) as those of this Section 10.08 (or as may otherwise be reasonably acceptable to the Borrower), to any Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement or any actual or prospective party to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower or their respective obligations (including any credit insurance provider and related broker relating to the Borrower and their respective obligations); (g) with the prior written consent of the Borrower; (h) to the extent such Information becomes publicly available other than as a result of a breach by any Lender or any Agent of this Section 10.08; (i) to any state, federal provincial, territorial, or foreign authority or examiner (including the National Association of Insurance Commissioners or any other similar organization) regulating any Lender; (j) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating to the Borrower or Pledgor received by it from such Lender); or (k) to the extent that such information was already in any Lender’s or any of their respective Affiliate’s rightful possession or is independently developed by such Lender or any of its Affiliates.  In addition, the Agents and the Lenders may disclose the existence of this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Agents and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the Commitments and the Borrowings, and may circulate promotional materials in the form of “tombstone” advertisements, for league table purposes or otherwise describing the names of the Borrower and its Affiliates, the amount, type and closing date of the credit facilities.  For the purposes of this Section 10.08, “Information” means all information received from the Borrower or the Pledgor or any of their respective Affiliates relating to Pledgor, its business or the Borrower including without limitation information delivered pursuant to Section 6.01, Section 6.02 or Section 6.03 hereof, other than any such information that is publicly available to any Agent or any Lender prior to disclosure by the Borrower, the Pledgor or any of their respective Affiliates other than as a result of a breach of this Section 10.08 by any Lender or Agent; provided that, in the case of information received from the Borrower, Pledgor or any of their respective Affiliates after the date hereof, such information shall be deemed to be confidential unless clearly identified at the time of delivery as not being confidential.  Any Person required to maintain the confidentiality of Information as provided in this Section 10.08 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Each of the Administrative Agent and each Lender acknowledge that (i) the Information may include material non-public information concerning Pledgor or Borrower, (ii) it has developed compliance procedures regarding the use of material non-public information and

​

(iii) it will handle such material non-public information in accordance with applicable Law, including United States federal and state securities Laws.