Amended and Restated Senior Secured Credit Agreement, dated as of March 17, 2023, by and among Excelerate Energy Limited Partnership, Excelerate Energy, Inc., Wells Fargo Bank, N.A., as Administrative Agent, the other lenders party thereto and the other issuing banks party thereto

TABLE OF CONTENTS

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Annexes, Exhibits and Schedules

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This AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT, dated as of March 17, 2023 (this “Agreement”), is by and among EXCELERATE ENERGY LIMITED PARTNERSHIP, a Delaware limited partnership (the “Borrower”), EXCELERATE ENERGY, INC., a Delaware corporation (“Parent”), the lenders from time to time parties hereto (each, a “Lender” and, collectively, the “Lenders”), each issuing bank from time to time party hereto (each, an “Issuing Bank” and, collectively, the “Issuing Banks”), and WELLS FARGO BANK, N.A., as Administrative Agent for the Lenders.

RECITALS:

A. Borrower, Parent, Administrative Agent, and the financial institutions party thereto as lenders entered into that certain Senior Secured Revolving Credit Agreement dated as of April 18, 2022 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”) whereby the lenders party thereto extended credit to the Borrower;

B. Borrower has requested that the Lenders amend and restate the Existing Credit Agreement and provide credit to the Borrower as described in this Agreement. The Lenders have agreed to amend and restate the Existing Credit Agreement and are willing to make such credit available to Borrower upon and subject to the provisions, terms and conditions hereinafter set forth; and

C. NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Defined Terms. Unless otherwise defined herein, the following terms shall have the following meanings, which meanings shall be equally applicable to both the singular and plural forms of such terms:

“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bear interest at a rate determined by reference to the Alternate Base Rate.

“Acceptable Flag Jurisdiction” means any flag jurisdiction (a) listed on Schedule 6.14 or (b) otherwise approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed).

“Acquired EBITDA” means, with respect to any Vessel acquired during any period and without duplication of any other amount or adjustment already reflected in the calculation of Consolidated EBITDA, the amount for such period of Consolidated EBITDA attributable to the Vessel so-acquired, as calculated by the Borrower in good faith and which shall be factually supported by actual financial results of operations subsequent to such acquisition; provided, that, notwithstanding the foregoing to the contrary, in determining Acquired EBITDA for any Vessel that does not yet have actual financial results of operations or if otherwise approved by the Administrative Agent in its reasonable discretion, such Consolidated EBITDA attributable to the Vessel so-acquired may be determined by reference to projections prepared by the Borrower in

good faith based on committed contracts and other relevant information reasonably deemed acceptable by the Administrative Agent.

“Additional Vessel Date” has the meaning assigned to it in Section 5.12(b)(i).

“Additional Vessel Security” means any of the following: (a) additional Vessels reasonably deemed acceptable by the Administrative Agent, (b) fully blocked cash or Cash Equivalent collateral deposit and/or securities accounts in respect of which the Administrative Agent has been granted a Control Agreement (or its equivalent under the applicable laws of jurisdictions outside the United States) in accordance with this Agreement and/or (c) rights of the applicable Loan Party or any Restricted Subsidiary to insurance proceeds of a Collateral Vessel that has been subject to an Event of Loss to the extent that (i) the Administrative Agent is additional insured and loss payee in respect of the underlying insurance covering such Event of Loss and has received a collateral assignment thereof in the applicable insurer’s standard form (or such other form reasonably acceptable to the Administrative Agent and the insurer), (ii) the applicable insurance provider is solvent and has acknowledged coverage in writing, including a statement of the Confirmed Insurance Value with respect thereto, and (iii) the applicable Loan Party or Restricted Subsidiary entitled to such insurance proceeds has committed to the Administrative Agent in writing to timely deposit such insurance proceeds equivalent to the Confirmed Insurance Value in a blocked account in accordance with Section 6.10(d)(iii) (which proceeds shall not be available for reinvestment under Section 2.12(c) while constituting Additional Vessel Security under this definition).

“Adjusted Daily Simple SOFR” means an interest rate per annum equal to (a) the Daily Simple SOFR, plus (b) 0.10%; provided that if the Adjusted Daily Simple SOFR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.

“Adjusted Term SOFR Rate” means, for any Interest Period, an interest rate per annum equal to (a) the Term SOFR Rate for such Interest Period, plus (b) 0.10%; provided that if the Adjusted Term SOFR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.

“Administrative Agent” means Wells Fargo (or any of its designated branch offices or affiliates), in its capacity as administrative agent for the Lenders hereunder.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

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

“Affiliate” means, with respect to a specified 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.

“Agent Fee Letter” means that certain Agent Fee Letter dated on the Effective Date by and among Wells Fargo Securities, LLC, Wells Fargo, the Borrower and Parent.

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“Agent-Related Person” has the meaning assigned to it in Section 9.3(d).

“Agreement” has the meaning specified in introductory paragraph hereof.

“Agreement Currency” has the meaning assigned to it in Section 9.19.

“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus ¹/₂ of 1% and (c) the Adjusted Term SOFR Rate for a one month Interest Period as published two U.S. Government Securities Business Days prior to such day (or if such day is not a U.S. Government Securities Business Day, the immediately preceding U.S. Government Securities Business Day) plus 1%; provided that for the purpose of this definition, the Adjusted Term SOFR Rate for any day shall be based on the Term SOFR Reference Rate at approximately 5:00 a.m. Chicago time on such day (or any amended publication time for the Term SOFR Reference Rate, as specified by the CME Term SOFR Administrator in the Term SOFR Reference Rate methodology). Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR Rate, respectively. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.15 (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to Section 2.15(b)), then the Alternate Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance of doubt, if the Alternate Base Rate as determined pursuant to the foregoing would be less than 1.0%, such rate shall be deemed to be 1.0% for purposes of this Agreement.

“Alternative Currency Equivalent” means, subject to Section 9.22, for any amount, at the time of determination thereof, with respect to any amount expressed in Dollars, the equivalent of such amount thereof in the applicable Specified Currency as determined by the Administrative Agent in its sole discretion by reference to the most recent Spot Rate (as determined as of the most recent Revaluation Date) for the purchase of such Specified Currency with Dollars.

“Ancillary Document” has the meaning assigned to it in Section 9.6(b).

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Subsidiaries from time to time concerning or relating to bribery, corruption or money-laundering, including, but not limited to, the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the UK Bribery Act 2010.

“Applicable Parties” has the meaning assigned to it in Section 8.3(c).

“Applicable Percentage” means, as to any Lender, such Lender’s Revolving Credit Applicable Percentage or Term Loan Percentage, as applicable.

“Applicable Rate” means, for any day, (a) on or after the Effective Date but prior to the date that the first compliance certificate is delivered to the Administrative Agent pursuant to Section 5.1(c), (i) in the case of Term Benchmark Loans, 3.25% per annum and (ii) in the case of ABR Loans, 2.25% per annum and (b) on or after the date that the first compliance certificate is delivered to the Administrative Agent pursuant to Section 5.1(c), (i) in the case of Term

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Benchmark Loans, the Term Benchmark Margin and (ii) in the case of ABR Loans, the ABR Margin, in each case, set forth in the grid below based on the Consolidated Total Leverage Ratio as set forth in the most recent compliance certificate delivered to the Administrative Agent pursuant to Section 5.1(c):

If, as a result of any restatement of or other adjustment to the financial statements of Parent or for any other reason, the Borrower or the Required Lenders determine that (a) the Consolidated Total Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and (b) a proper calculation of the Consolidated Total Leverage Ratio would have resulted in a higher Applicable Rate with respect to any Loan for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders, promptly on written demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period (determined after taking into account any corresponding reduction in the amount of interest and fees for such period), if any, over the amount of interest and fees actually paid for such period.

“Approved Appraiser” means (a) any of the appraisal firms identified on Schedule 5.1 or (b) such other independent appraisal firm nominated by the Borrower and reasonably acceptable to the Administrative Agent.

“Approved Electronic Platform” has the meaning assigned to it in Section 8.3(a).

“Approved Fund” has the meaning assigned to it in Section 9.4(b).

“Arrangers” means Wells Fargo Securities, LLC, Sumitomo Mitsui Banking Corporation, DNB Markets Inc., and Credit Agricole Corporate and Investment Bank, in their respective capacities as joint lead arrangers and joint bookrunners hereunder.

“Asset Sale” means the Disposition by the Borrower or any Restricted Subsidiary of any asset, including any Equity Interest owned by any such Person; provided that none of the following shall be an “Asset Sale” (it being understood that the following Dispositions shall be permitted to the extent such Dispositions are not prohibited by any other applicable restriction under this Agreement):

(a) Dispositions of equipment and other personal property and fixtures that are either (i) obsolete, worn-out or no longer used or useable for their intended purposes and Disposed of in

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the ordinary course of business, or (ii) replaced by equipment or fixtures of comparable suitability within 180 days of such Disposition, including, but not limited to, the Disposition of any boilers, engines, machinery, masts, spars, anchors, cables, chains, rigging, tackle, capstans, outfit, tools, pumps, pumping equipment, apparel, furniture, fittings, equipment, spare parts or any other appurtenances of any Vessel that are no longer useful, necessary, profitable or advantageous in the operation of such Vessel or that are replaced within such period by new boilers, engines, machinery, masts, spars, anchors, cables, chains, rigging, tackle, capstans, outfit, tools, pumps, pumping equipment, apparel, furniture, fittings, equipment, spare parts or any appurtenances of comparable suitability;

(b) Dispositions of inventory in the ordinary course of business;

(c) Dispositions by (i) any Loan Party to any other Loan Party or (ii) any Restricted Subsidiary that is not a Loan Party to any Loan Party or any other Restricted Subsidiary;

(d) Investments permitted by Section 6.5 and Restricted Payments permitted by Section 6.7, in each case, constituting Dispositions;

(e) the demise, bareboat, time, voyage, other charter, lease or right to use of any Vessel in the ordinary course of business;

(f) (i) sales or grants of licenses or sublicenses of (or other grants of rights to use or exploit) intellectual property rights (A) existing as of the Effective Date, or (B) between or among the Borrower and its Restricted Subsidiaries or between or among any of the Restricted Subsidiaries, (ii) non-exclusive licenses or sublicenses of (or other non-exclusive grants of rights to use or exploit) intellectual property rights entered into in the ordinary course of business and not interfering, individually or in the aggregate, in any material respect with the conduct of the business of the Borrower and its Restricted Subsidiaries or (iii) abandoning, failing to maintain, allowing to lapse or otherwise Disposing of intellectual property rights that are not material to the conduct of the business of the Borrower and the Restricted Subsidiaries;

(g) the sale or discount, in each case without recourse and in the ordinary course of business, of overdue accounts receivable and similar obligations arising in the ordinary course of business, but only in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale or financing transaction);

(h) Dispositions of cash and Cash Equivalents;

(i) any issuance of Equity Interests of any Restricted Subsidiary to any Loan Party or any other Restricted Subsidiary; provided that, in the case of such an issuance by a non-wholly-owned Restricted Subsidiary, such issuance may also be made to any other owner of Equity Interests of such non-wholly-owned Restricted Subsidiary based on such owner’s relative ownership interests (or lesser share) of the relevant class of Equity Interests;

(j) Dispositions of property (i) subject to casualty or condemnation proceedings (or similar events) or (ii) as a result of any Event of Loss or the occurrence of any event referred to in clause (b) of the definition of “Event of Loss” which would, with the passage of time, constitute an Event of Loss;

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(k) any issuance of, or other Disposition of, Equity Interests of any Unrestricted Subsidiary;

(l) leases and subleases of real or personal property in the ordinary course of business and not interfering in any material respect with the business of the Borrower and its Restricted Subsidiaries, taken as a whole;

(m) the Disposition of Equity Interests in a Subsidiary that becomes a Local Content Entity as a result of such Disposition to one or more Persons referred to in clause (b) of the definition of “Local Content Entity”;

(n) any other Dispositions of assets (in each case, other than Collateral Vessels or Equity Interests of any Collateral Vessel Owner) having a fair market value of less than $20,000,000 in the aggregate since the Effective Date; and

(o) Dispositions of Permitted Factoring Assets in connection with a Permitted Factoring Arrangement.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.4), and accepted by the Administrative Agent, in the form of Exhibit A or any other form (including electronic records generated by the use of an electronic platform) approved by the Administrative Agent.

“Australian Dollars” means the lawful currency of Australia.

“Auto-Renewal Letter of Credit” has the meaning assigned to it in Section 2.6(c).

“Availability” means, as of any date of determination, an amount equal to the positive difference between (a) the Revolving Commitments in effect as of such date and (b) the Total Revolving Credit Exposure as of such date.

“Availability Period” means, (i) with respect to the Revolving Credit Facility, the period from and including the Effective Date to but excluding the earlier of (a) the Revolving Credit Maturity Date and (b) the date of termination of the Revolving Commitments and (ii) with respect to the Term Loan Facility, the period from and including the Effective Date to but including the Term Loan Termination Date under clause (a) of such term, but excluding the Term Loan Termination Date under clause (b) of such term, as applicable.

“Available Cash” means, as of any date, the aggregate amount of all unrestricted cash and Cash Equivalents held on the balance sheet of, or controlled by, or held for the benefit of, the Borrower or any of its Restricted Subsidiaries other than the following amounts (without duplication): (a) any cash or Cash Equivalents constituting purchase price deposits held in escrow by an unaffiliated third party pursuant to a binding and enforceable purchase and sale agreement with an unaffiliated third party containing customary provisions regarding the payment and refunding of such deposits; (b) any cash or Cash Equivalents for which the Borrower or such Restricted Subsidiary has, in the ordinary course of business, issued checks or initiated wires or ACH transfers (or, in the case of cash or Cash Equivalents that will be used to pay payroll or other

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taxes, lease rental payments, renewal of software licenses and other customary general and administrative expenses, will issue checks or initiate wires or ACH transfers within five (5) Business Days in respect of amounts due and owing) in order to utilize such cash or Cash Equivalents; (c) any “trapped” cash in a foreign jurisdiction that cannot be accessed, expatriated or distributed to satisfy the prepayment described in Section 2.12(a)(ii) as a result of legal, regulatory or other statutory rules and regulations applicable to the Borrower or such Restricted Subsidiary that may exist in the applicable foreign jurisdiction (so long as such cash is not “trapped” as a result of actions taken by the Borrower or any Restricted Subsidiary in contemplation of availing itself of the exception in this clause (c)); (d) cash that cannot be expatriated by the Borrower or such Restricted Subsidiary without causing material adverse tax consequences to the Borrower, as reasonably determined by the Borrower; and (e) any cash or Cash Equivalents held in Excluded Accounts.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark (or component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that is or may be used for determining the length of an Interest Period for any term rate or otherwise, for determining any frequency of making payments of interest calculated 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 Section 2.15(e).

“Backstop Letters of Credit” means each letter of credit issued on or about the Effective Date by Wells Fargo, as Issuing Bank, to backstop the Specified Letters of Credit.

“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).

“Bangladeshi Takas” means the lawful currency of Bangladesh.

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

“Bankruptcy Event” means, with respect to any Person, such Person becomes the subject of a voluntary or involuntary bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its

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consent to, approval of, or acquiescence in, any such proceeding or appointment or has had any order for relief in such proceeding entered in respect thereof; provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, unless such ownership interest results in or provides such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permits such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“Benchmark” means, initially, with respect to any (a) RFR Loan, the Daily Simple SOFR or (b) Term Benchmark Loan, the Term SOFR Rate; provided that if a Benchmark Transition Event, and the related Benchmark Replacement Date have occurred with respect to the Daily Simple SOFR or Term SOFR Rate, as applicable, 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 2.15(b).

“Benchmark Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:

(a) the Adjusted Daily Simple SOFR; or

(b) the sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for dollar-denominated syndicated credit facilities at such time in the United States and (ii) the related Benchmark Replacement Adjustment.

If the Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Floor, the 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 for any applicable Interest Period and Available Tenor for any setting of such 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 for the applicable Corresponding Tenor 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 on the applicable Benchmark Replacement Date and/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

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Benchmark with the applicable Unadjusted Benchmark Replacement for dollar-denominated syndicated credit facilities at such time in the United States.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement and/or any Term Benchmark Loan, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark and to permit the 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 that no market practice for the administration of such Benchmark exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

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

(a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(b) in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any 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).

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

(a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the NYFRB, the CME Term SOFR Administrator, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), in each case, which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(c) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any 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 Unavailability Period” means, with respect to any Benchmark, the period (if any) (a) beginning at the time that a Benchmark Replacement Date pursuant to clauses (a) or (b) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.15 and (b) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.15.

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

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

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code to which Section 4975 of the Code applies, and (c) any Person whose assets include (for purposes of

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the Plan Asset Regulations or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Borrower” has the meaning specified in introductory paragraph hereof.

“Borrowing” means Loans of the same Type and Class, made, converted or continued on the same date and, in the case of Term Benchmark Loans, as to which a single Interest Period is in effect.

“Borrowing Request” means a request by the Borrower for a Borrowing in accordance with Section 2.3, which shall be substantially in the form of Exhibit B or any other form approved by the Administrative Agent.

“Brazilian Real” means the lawful currency of the Federative Republic of Brazil.

“Business Day” means, any day (other than a Saturday or a Sunday) on which banks are open for business in New York City; provided that, in relation to RFR Loans and any interest rate settings, fundings, disbursements, settlements or payments of any such RFR Loan, or any other dealings of such RFR Loan, any such day that is only an U.S. Government Securities Business Day.

“Calculation Date” means (a) each of the following: (i) each date of the issuance of a Letter of Credit denominated in a currency other than Dollars; (ii) each date of an amendment of any such Letter of Credit denominated in a currency other than Dollars having the effect of increasing the amount thereof (solely with respect to the increased amount); (iii) each date of any payment by the applicable Issuing Bank under any Letter of Credit denominated in a currency other than Dollars, and (b) the last Business Day of each calendar quarter.

“Canadian Dollars” means the lawful currency of Canada.

“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases or financing leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Cash Equivalents” means (a) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof having maturities of not more than one (1) year from the date of acquisition thereof, (b) time deposits and certificates of deposits maturing within one (1) year from the date of creation thereof issued by, or with, any Lender or any other financial institution whose short-term unsecured debt rating is A or above as obtained from either S&P or Moody’s, (c) commercial paper or Eurocommercial paper with a rating of at least A-1 by S&P or at least P-1 by Moody’s, with maturities of not more than one (1) year from the date of acquisition thereof, (d) repurchase obligations entered into with any Lender, or any

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other Person whose short-term senior unsecured debt rating from S&P or Moody’s is at least A-1 or P-1, respectively, which are secured by a fully perfected security interest in any obligation of the type described in the foregoing clause (a) and has a market value of the time such repurchase is entered into of not less than 100% of the repurchase obligation of such Lender or such other Person thereunder, (e) marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within one (1) year from the date of acquisition thereof or providing for the resetting of the interest rate applicable thereto not less often than annually and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moody’s and (f) money market funds which have at least $1,000,000,000 in assets and which invest primarily in securities of the types described in clauses (a) through (e) above.

“CFC” means a “controlled foreign corporation” within the meaning of Section 957 of the Code.

“Change in Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof) other than the Permitted Holders, of Equity Interests representing more than fifty percent (50.0%) of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of Parent, (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of Parent by Persons who were not (i) directors of Parent on the date of this Agreement, (ii) nominated or appointed by the board of directors of Parent or (iii) appointed by directors so nominated or appointed or (c) the failure of Parent and EE Holdings (or, at any time that EE Holdings does not own, directly or indirectly, any Equity Interests in the Borrower, Parent) to own, directly or indirectly, all of the issued and outstanding Equity Interests of the Borrower.

“Change in Law” means the occurrence after the date of this Agreement of (a) the adoption of 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, implementation or application thereof by any Governmental Authority or (c) compliance by any Lender or Issuing Bank (or, for purposes of Section 2.16(b), by any lending office of such Lender or by such Lender’s or Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith or in the implementation thereof and (y) 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, issued or implemented.

“Charges” has the meaning assigned to it in Section 9.14.

“Class” means, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans or Term Loans and, when

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used in reference to any Commitment, whether such Commitment is a Revolving Commitment or a Term Loan Commitment.

“CME Term SOFR Administrator” means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR) (or a successor administrator).

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

“Collateral” has the meaning provided for such term or any similar term in each of the Collateral Documents (including, for the avoidance of doubt, any “Vessel” or any similar terms or descriptions in any Collateral Vessel Mortgage describing the property subject to the Liens created thereby and excluding any Excluded Collateral).

“Collateral Account” has the meaning assigned to it in Section 2.6(j)(i).

“Collateral Documents” means the Guaranty and Collateral Agreement, the Collateral Vessel Mortgages, the Parent Pledge Agreement, any Control Agreements, any assignments of charters, revenues or insurances, and any and all other security agreements, vessel mortgages or assignments (including any such agreements or other documents governed by the laws of a jurisdiction other than the United States of America) executed and delivered by any Loan Party and creating security interests, liens, or encumbrances in connection with the Collateral in favor of the Administrative Agent, to secure the Obligations.

“Collateral Vessel” means, as of the Effective Date, each Effective Date Collateral Vessel, and thereafter, each Vessel owned by any Loan Party that becomes a Collateral Vessel in accordance with Section 5.12, in any such case, other than any such Vessel that (a) ceases to be owned by a Loan Party as the result of any Asset Sale permitted hereby or otherwise consented to by the Administrative Agent (acting at the instructions of the Required Lenders) or (b) for which the associated Lien on such Vessel in favor of the Administrative Agent is released in accordance with Section 6.10(d)(ii).

“Collateral Vessel Maintenance Assets” means, at any time of determination, (a) all Vessels for which Collateral Vessel Mortgages have then been duly executed, delivered, and registered, as applicable, in accordance with this Agreement, excluding (i) any Vessel that has an Event of Loss, (ii) any Vessel for which the associated Collateral Vessel Mortgage has been released or is required to be released in accordance with Section 6.10, and (iii) any Vessel for which associated Collateral Documents reasonably required by the Administrative Agent have not been delivered as contemplated in Section 5.12(c)(iii), and (b) all other Additional Vessel Security under clauses (b) and (c) of the definition of such term.

“Collateral Vessel Maintenance Coverage Requirement” has the meaning assigned to it in Section 6.10(d).

“Collateral Vessel Maintenance Test Date” has the meaning assigned to it in Section 6.10(d).

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“Collateral Vessel Maintenance Value” means, at any time of determination, the sum of the most-recently determined Fair Market Value of all Collateral Vessel Maintenance Assets, as adjusted in the reasonable discretion of the Administrative Agent to include a reserve for any Permitted Maritime Liens on Collateral Vessel Maintenance Assets that secure overdue liabilities (other than those that are being reasonably and diligently contested in good faith by appropriate proceedings so long as such deferment in payment shall not subject such Vessel to sale, forfeiture or loss) that are not subordinated (whether by operation of law or otherwise) to the Obligations.

“Collateral Vessel Mortgages” means any of the first preferred ship mortgages and other instruments (including deeds) over the Collateral Vessels, each duly registered in the vessel or ship registry appropriate for such Collateral Vessel in favor of the Administrative Agent, substantially in the form of Exhibit F, or such other form as may be agreed between the Administrative Agent and the Borrower, as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Collateral Vessel Owner” means any Person that owns a Collateral Vessel.

“Commitment” means, collectively, as to all Lenders, the Revolving Commitments and the Term Loan Commitments of such Lenders.

“Commitment Fee Rate” means, for any day, (a) on or after the Effective Date but prior to the date that the first compliance certificate is delivered to the Administrative Agent pursuant to Section 5.1(c), 0.375% per annum and (b) on or after the date that the first compliance certificate is delivered to the Administrative Agent pursuant to Section 5.1(c), the Commitment Fee Rate set forth in the grid below based on the Consolidated Total Leverage Ratio as set forth in the most recent compliance certificate delivered to the Administrative Agent pursuant to Section 5.1(c):

If, as a result of any restatement of or other adjustment to the financial statements of Parent or for any other reason, the Borrower or the Required Lenders determine that (a) the Consolidated Total Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and (b) a proper calculation of the Consolidated Total Leverage Ratio would have resulted in a higher Commitment Fee Rate with respect to any Commitment for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders, promptly on written demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of commitment fees that should have been paid for such period, if any, over the amount of commitment fees actually paid for such period.

“Communications” has the meaning assigned to it in Section 8.3(c).

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“Confirmed Insurance Value” means, in the case of an Event of Loss of a Collateral Vessel, the amount of cash insurance proceeds confirmed by an insurance provider in writing as being payable in connection with such Event of Loss and otherwise subject to the additional requirements set forth in clause (c) of the definition of Additional Vessel Security.

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated EBITDA” means with respect to the Borrower and its Restricted Subsidiaries, for any period, an amount equal to:

(a) Consolidated Net Income for such period; plus

(b) the sum of the following amounts for such period, without duplication, to the extent deducted from Consolidated Net Income for such period:

(i) Consolidated Total Interest Expense,

(ii) income taxes, and any required payments made by the Borrower and its Restricted Subsidiaries pursuant to the Tax Receivable Agreement in accordance with the terms of this Agreement, in each case, during such period,

(iii) depreciation and amortization,

(iv) Charges relating to employee benefit plans, management incentive plans, equity compensation plans or other stock-based compensation arrangements,

(v) all non-recurring charges or restructuring charges and expenses in an amount not to exceed 10% of total Consolidated EBITDA for the applicable period,

(vi) all costs, fees and expenses incurred in connection with the IPO, the entering into of this Agreement and the other Transactions; and

(vii) operational cost reductions that are reasonably projected by Parent (or Borrower) in good faith to be realized as a result of actions with respect to disposing of Vessels that are either taken and reasonably expected to be taken within 12 months after such disposal, net of the amount of actual benefits realized from such cost reductions during such period from such actions and without duplication of any other adjustments in respect of such disposal, which operating cost reductions shall be calculated on a pro forma basis as though such cost reductions had been realized on the first day of such period; provided that all such amounts added-back pursuant to this subclause (vii), (A) shall not exceed 5% of the total actual operating expenses for such period, and (B) shall be approved by the Administrative Agent in its reasonable discretion;

minus

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(c) to the extent such items would reduce Consolidated Net Income if the same were incurred directly by the Borrower, any Permitted Payments to Parent Entities made during such period solely to the extent not deducted from, or otherwise reducing the amount of, Consolidated Net Income in such period;

provided that, for purposes of calculating Consolidated EBITDA for any period during which one or more Vessels are acquired or disposed (a “Specified Transaction”), (A) such Specified Transaction (and all other Specified Transactions that have been consummated during the applicable period) shall be deemed to have occurred as of the first day of the applicable period of measurement, (B) there shall be included in determining Consolidated EBITDA for such period, without duplication, the Acquired EBITDA of any Vessel acquired by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person or business or any Acquired EBITDA attributable to any assets or property, in each case to the extent not so acquired) to the extent not subsequently sold, transferred, abandoned or otherwise disposed of by the Borrower or such Restricted Subsidiary during such period, based on the Acquired EBITDA of such acquired Vessel, and (iii) there shall be excluded in determining Consolidated EBITDA for such period, without duplication, the Disposed EBITDA of any Vessel disposed of by the Borrower or any Restricted Subsidiary during such period in connection with a Specified Transaction, based on the Disposed EBITDA of such disposed Vessel for such period (including the portion thereof occurring prior to such disposition); provided that the foregoing amounts shall be without duplication of any adjustments that are already included in the above calculation of Consolidated EBITDA.

“Consolidated Interest Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDA for the most recently ended Test Period to (b) Consolidated Total Interest Expense for the most recently ended Test Period.

“Consolidated Net Income” means, with respect to the Borrower and its Restricted Subsidiaries, for any period, the aggregate of the net income (or loss) of the Borrower and its Restricted Subsidiaries determined on a consolidated basis in accordance with GAAP; provided that, notwithstanding the determination of such net income in accordance with GAAP, there shall be excluded from such net income (to the extent otherwise included therein) the following, without duplication:

(a) the net income of any Person in which the Borrower or any of its Restricted Subsidiaries has an interest (which interest does not cause the net income of such other Person to be consolidated with the net income of the Borrower and its Restricted Subsidiaries in accordance with GAAP), except to the extent of the amount of such net income actually paid in cash during such period by such other Person (i) as dividends or distributions or charter payments to the Borrower or to any of its Restricted Subsidiaries, as the case may be, or (ii) as a repayment of loans or advances made to such other Person by the Borrower or any of its Restricted Subsidiaries, as the case may be;

(b) the net income of any Unrestricted Subsidiary except to the extent of the amount of such net income actually paid in cash during such period by such Unrestricted Subsidiary (i) as dividends or distributions or charter payments or other returns on investment to the Borrower or to any of its Restricted Subsidiaries (or to the extent non-cash dividends or distributions are

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received and converted into cash by the Borrower or any of its Restricted Subsidiaries during such period), as the case may be, or (ii) as a repayment of loans or advances made to such Unrestricted Subsidiary by the Borrower or any of its Restricted Subsidiaries, as the case may be (in each case under this clause (b), excluding any such cash that is reinvested in any Unrestricted Subsidiary subsequent to the Borrower’s or any Restricted Subsidiary’s receipt of such cash);

(c) the net income (but not loss) during such period of any Restricted Subsidiary (other than any Loan Party) to the extent that the declaration or payment of dividends or similar distributions or charter payments by that Restricted Subsidiary is not permitted at the date of determination by the terms of its organizational documents or any contractual obligation applicable to such Restricted Subsidiary, except to the extent such income is actually paid in cash during such period by such Restricted Subsidiary to the Borrower or another Restricted Subsidiary (or to the extent non-cash dividends or distributions are received and converted into cash by the Borrower or any of its Restricted Subsidiaries during such period);

(d) the net income (or loss) of any Person acquired in a pooling-of-interests transaction for any period prior to the date of such transaction;

(e) any extraordinary gains or losses during such period and any cancellation of indebtedness income;

(f) any non-cash gains or losses or positive or negative adjustments (i) to the value of the Tax Receivable Agreement and (ii) under ASC 815 (and any statements replacing, modifying or superseding such statement) as the result of changes in the fair market value of derivatives; and

(g) any gains or losses attributable to writeups or writedowns of assets.

“Consolidated Total Debt” means, without duplication, all Indebtedness of the Borrower and its Restricted Subsidiaries on a consolidated basis described under clauses (a), (b), (c), (d), (e), (g) and (h) (other than, in the case of clause (h), at any time prior to the Experience Standby Charter Guarantee Call Date, the Experience Standby Charter Guarantee) of the definition of “Indebtedness”; provided that Indebtedness under clause (c) thereof shall only be included to the extent of unreimbursed drawings under letters of credit or unreimbursed indemnity obligations under bonds; provided, further, however, that no Specified Newbuild Guarantees shall be included for purposes of determining “Consolidated Total Debt”.

“Consolidated Total Interest Expense” means, with respect to the Borrower and its Restricted Subsidiaries, for any period, an amount, without duplication, equal to the sum of (a) cash and non-cash interest expense of the Borrower and its Restricted Subsidiaries for such period, calculated on a consolidated basis in accordance with GAAP, including commitment fees, letter of credit fees and similar fees (excluding non-cash interest expenses relating to amortization or write-off of discounts or fees in connection with financing activities), and (b) imputed interest expense of Sale-Leaseback Transactions, other financing leases and Synthetic Leases, in each case, of the Borrower and its Restricted Subsidiaries for such period, calculated on a consolidated basis, in each case, after giving effect to any net payments, if any, made or received by the Borrower and its Restricted Subsidiaries with respect to interest rate Swap Agreements; provided that

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Consolidated Total Interest Expense shall not include any cash interest expense that is attributable to the Excelsior Lease or the Excellence Lease.

“Consolidated Total Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Total Debt as of such date minus the lesser of (i) $75,000,000 and (ii) without duplication, Available Cash, any other unrestricted cash and Cash Equivalents as of such date, and any cash or Cash Equivalents in deposit accounts or securities accounts in respect of which the Administrative Agent has been granted a Control Agreement (or its equivalent under the applicable laws of jurisdictions outside the United States) in accordance with this Agreement (in each case under this clause (ii), excluding cash and Cash Equivalents in Excluded Accounts), to (b) Consolidated EBITDA for the most recently ended Test Period.

“Control” means 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 ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Control Agreement” means, with respect to any deposit account, securities account or commodity account held or maintained by a Loan Party, a deposit account control agreement or securities account control agreement (or similar agreement, including, with respect to any non-U.S. account, any other appropriate security arrangement in the relevant jurisdiction that is required by or effective pursuant to applicable law to perfect the Administrative Agent’s (or its designee’s) Lien on such account), as applicable, in form and substance reasonably satisfactory to the Administrative Agent, which establishes the Administrative Agent’s control (within the meaning of Section 9-104 of the UCC) with respect to the applicable deposit account, securities account or commodity account covered thereby (or, with respect to any non-U.S. account, is otherwise effective pursuant to applicable law to perfect the Administrative Agent’s (or its designee’s) Lien on such account in an equivalent manner).

“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

“Covered Entity” means any of the following:

(a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(c) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Covered Party” has the meaning assigned to it in Section 9.18.

“Credit Party” means the Administrative Agent, each Issuing Bank or any other Lender.

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“Currencies” means Dollars and each Specified Currency, and “Currency” means any of such Currencies.

“Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal to SOFR for the day (such day “SOFR Determination Date”) that is five (5) U.S. Government Securities Business Days prior to (a) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (b) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower.

“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“Defaulting Lender” means any Lender that (a) has failed, within two (2) Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder, (b) has notified the Borrower or any Credit Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement or generally under other agreements in which it commits to extend credit, (c) has failed, within three (3) Business Days after request by a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations as of the date of certification) to fund prospective Loans and participations in then outstanding Letters of Credit under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of (i) a Bankruptcy Event or (ii) a Bail-In Action. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (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, each Issuing Bank, and each Lender.

“Designated Reinvestment Period” means, in respect of any Asset Sale or Event of Loss, the date which is 180 days following receipt of any Net Cash Proceeds in respect of such Asset Sale or Event of Loss, as applicable, which period will be extended to (a) 360 days if a binding commitment to reinvest (or to replace or repair, in the case of an Event of Loss) such Net Cash Proceeds in accordance with the terms of this Agreement has been executed prior to the expiration of the initial 180 day period and a copy of such commitment has been provided to the Administrative Agent or (b) if longer and to the extent the Administrative Agent holds the applicable Net Cash Proceeds in a blocked account, the period in which such Net Cash Proceeds remain in such blocked account.

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“Disclosed Matters” means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.6.

“Discretionary Guarantors” means each Restricted Subsidiary of the Borrower that is an Immaterial Subsidiary and that becomes a party to the Guaranty and Collateral Agreement pursuant to Section 5.12 (or, as applicable, by continuing to be a party thereto after ceasing to be required to be a Guarantor pursuant to the terms of this Agreement).

“Disposed EBITDA” means, with respect to any Vessel that is subject to an Event of Loss or sold or disposed of during any period and without duplication of any other amount or adjustment already reflected in the calculation of Consolidated EBITDA, the amount for such period of actual Consolidated EBITDA attributed to such Vessel, as calculated by the Borrower in good faith.

“Disposition” means the sale, transfer, license, lease, assignment, conveyance, exchange, alienation or other disposition (in one transaction or in a series of transactions and whether effected pursuant to a division or otherwise) of any property by any Person (including any Sale-Leaseback Transaction and any issuance of Equity Interests by a direct Subsidiary of such Person), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith. The terms “Disposal”, “Dispose”, “Disposing of” and “Disposed of” have the correlative meaning thereto.

“Disqualified Capital Stock” means any Equity Interest that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Equity Interest), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Equity Interest, in whole or in part, on or prior to the date that is 91 days after the Latest Maturity Date; provided that only the portion of Equity Interest which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Capital Stock; provided, further, that, if such Equity Interest is issued to any employee or to any plan for the benefit of employees of the Borrower or its Subsidiaries or by any such plan to such employees, such Equity Interest shall not constitute Disqualified Capital Stock solely because it may be required to be repurchased by the Borrower in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability; provided, further, that any class of Equity Interest of such Person that by its terms authorizes such Person, at such Person’s sole option, to satisfy its obligations thereunder by delivery of Equity Interests that are not Disqualified Capital Stock shall not be deemed to be Disqualified Capital Stock. Notwithstanding the preceding sentence, any Equity Interests that would constitute Disqualified Capital Stock solely because the holders of the Equity Interests have the right to require the Borrower to repurchase or redeem such Equity Interests upon the occurrence of a change of control or an asset sale will not constitute Disqualified Capital Stock if the terms of such Equity Interests provide that the Borrower may not repurchase or redeem any such Equity Interests pursuant to such provisions prior to the expiration or termination of the Commitments and the payment in full in cash of all Obligations (other than any indemnification and other contingent obligations not then due and payable and as to which no claim has been made at such time) and the expiration or termination of all Letters of Credit, in each case, without any pending draw (or arrangements otherwise reasonably satisfactory to the

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applicable Issuing Bank in respect thereof have been made), and the reimbursement of all LC Disbursements.

“Disregarded Entity” means any entity treated as disregarded as an entity separate from its owner under Treasury Regulations Section  ###-###-####-3.

“Dollar Equivalent” means, subject to Section 9.22, for any amount, at the time of determination thereof, (a) if such amount is expressed in Dollars, such amount and (b) if such amount is expressed in a Specified Currency, the equivalent of such amount in Dollars as determined by the Administrative Agent at such time in its sole discretion by reference to the most recent Spot Rate for such Specified Currency (as determined as of the most recent Revaluation Date) for the purchase of Dollars with such Specified Currency.

“Dollars”, “dollars” or “$” refers to lawful money of the United States of America.

“EE Holdings” means Excelerate Energy Holdings, LLC, a Delaware limited liability company.

“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 clauses (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.

“Effective Date” means the date on which the conditions specified in Section 4.1 are satisfied (or waived in accordance with Section 9.2).

“Effective Date Collateral Vessels” means (a) the Exemplar, (b) the Express, (c) the Excelsior and (d) the Excellence.

“Electronic Signature” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record.

“Environmental Laws” means all laws, rules, regulations, codes, ordinances, applicable and enforceable international conventions, orders, decrees, judgments, injunctions, notices or binding agreements issued to the Borrower or any Subsidiary, promulgated or entered into by any Governmental Authority, relating in any way to (a) the environment (including as relating to climate change), (b) preservation or reclamation of natural resources (including wildlife), (c) the management, recycling, release or threatened release of any Hazardous Material or (d) health and

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safety matters, including international conventions promulgated by the International Maritime Organization, as it relates to Hazardous Material.

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

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest, but excluding any debt securities convertible into any of the foregoing.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or Section 4001(14) of ERISA or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30 day notice period is waived); (b) the failure of the Borrower or ERISA Affiliate to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or any failure to satisfy the “minimum funding standard” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal of the Borrower or any of its ERISA Affiliates from any Plan or Multiemployer Plan; (g) a determination that any Plan is, or is expected to be, in “at risk” status (within the meaning of Section 430 of the Code or Section 303 of ERISA); or (h) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition upon the Borrower or any of its ERISA Affiliates of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

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“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.

“Euros” means the single currency of the European Union as constituted by the Treaty on European Union and as referred to in the EMU Legislation for the introduction of, changeover to or operation of the Euro in one or more member states.

“Event of Default” has the meaning assigned to such term in Section 7.1.

“Event of Loss” means any of the following events: (a) the actual or constructive total loss of a Vessel or the agreed or compromised total loss of a Vessel; or (b) the capture, condemnation, confiscation, requisition, purchase, seizure or forfeiture of, or any taking of title to, a Vessel unless, within 180 days of such occurrence, such Vessel is released from confiscation or seizure. An Event of Loss shall be deemed to have occurred (i) in the event of an actual loss of a Vessel, at the time and on the date of such loss or if that is not known at noon Greenwich Mean Time on the date which such Vessel was last heard from, (ii) in the event of damage which results in a constructive or compromised or arranged total loss of a Vessel, at the time and on the date of the event giving rise to such damage, or (iii) in the case of an event referred to in clause (b) above, at the time and on the date on which such event is expressed to take effect by the Person making the same.

“Excellence Lease” means that certain First Amended and Restated LNG Vessel Time Charter Party, dated as of May 5, 2016, between the Borrower and Maya Maritime NV, as amended or otherwise modified by (a) that certain LNG Vessel Time Charter Party – Amendment #1, dated December 19, 2016, between Maya Maritime NV and the Borrower and (b) that certain Deed of Novation, effective as of November 6, 2019, among Maya Maritime N.V., FSRU Vessel (Excellence), LLC (formerly known as Excellence LLC) and the Borrower.

“Excelsior Lease” means that certain LNG Vessel Time Charter Party, dated December 15, 2003, between the Borrower and Sammarco Shipping, Inc., as amended or otherwise modified by (a) that certain DSME Hull No. 2208 - LNG Vessel Time Charter Party Amendment No. 1, dated May 12, 2004, between Sammarco Shipping, Inc and the Borrower, (b) that certain Addendum No. 2 to the LNGRV Vessel Time Charter Party in respect of DSME Hull No. 2208 named LNGRV “Excelsior”, dated October 1, 2006, between Excelsior NV (formerly known as Sammarco Shipping, Inc) and the Borrower, (c) that certain Addendum No. 3 to the LNGRV Vessel Time Charter Party in respect of DSME Hull No. 2208 named LNGRV “Excelsior”, dated November 4, 2010, between Excelsior BVBA (formerly known as Excelsior NV) and the Borrower, and (d) that certain Deed of Novation, effective as of December 10, 2018, among Excelsior BVBA, Excelsior LLC and the Borrower.

“Excess Cash” has the meaning assigned to it in Section 2.12(a)(ii).

“Excess Cash Test Date” has the meaning assigned to it in Section 2.12(a)(ii).

“Excluded Account” means (a) deposit accounts, securities accounts and other bank accounts specially and exclusively used in the ordinary course of business for payroll, payroll taxes and other employee wage and benefit payments (or the equivalent thereof in non-U.S. jurisdictions) to or for the benefit of any employees of the Borrower or any Restricted Subsidiary, (b) deposit accounts, securities accounts and other bank accounts constituting pension fund

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accounts, 401(k) accounts and trust accounts (or the equivalent thereof in non-U.S. jurisdictions), (c) deposit accounts, securities accounts and other bank accounts (i) exclusively used for withholding tax and other tax accounts (including sales tax accounts) or (ii) that are fiduciary accounts, escrow accounts, or trust accounts (or the equivalent thereof in any non-U.S. jurisdiction), or other accounts which solely contain deposits made for the benefit of, or otherwise holds funds on behalf of, another Person (other than the Borrower or any Restricted Subsidiary), (d) deposit accounts and other bank accounts that are zero balance accounts, (e) petty cash and similar local accounts and (f) any other deposit accounts, securities accounts, commodity accounts and other bank accounts of the Loan Parties having an average monthly account balance (i.e., determined monthly as of the last day of any calendar month for the month then-ended), in the aggregate for such all accounts of the Loan Parties referred to in this clause (f), not exceeding $10,000,000.

“Excluded Collateral” means, in addition to such assets (including Excluded Accounts and Excluded Vessels) that are excluded from the Collateral pursuant to the terms of the Collateral Documents, (a) voting Equity Interests constituting more than 65.0% of the total outstanding voting Equity Interests of any CFC or Foreign Holding Company, (b) any property or assets of any CFC (whether held directly or indirectly), (c) any property or assets of any Excluded Subsidiary, including any property or assets of any Unrestricted Subsidiary and (d) any Equity Interests issued by any Unrestricted Subsidiary. For the sake of clarity, no Excluded Collateral shall be required to be pledged as collateral to secure any obligation of any Loan Party under any Loan Document.

“Excluded Subsidiary” means (a) each Unrestricted Subsidiary and each Subsidiary of an Unrestricted Subsidiary, (b) each Restricted Subsidiary that is an Immaterial Subsidiary, (c) each Restricted Subsidiary that is not a Wholly-Owned Subsidiary, (d) each Restricted Subsidiary that is (i) owned directly or indirectly by a CFC, (ii) is a CFC, or (iii) is a Foreign Holding Company, and (e) each other Restricted Subsidiary of the Borrower, in each case, to the extent and only for so long as (i) the Guarantee of the Obligations by such Subsidiary would be prohibited by applicable law or regulation or, to the extent existing on the Effective Date (or applicable acquisition date of such Subsidiary), contractual provisions (other than customary non-assignment provisions that are ineffective under the UCC or other applicable law or any term, covenant, condition or provision that could be waived by the Borrower or its Affiliates and only to the extent such contractual obligation was not entered into in contemplation of such Subsidiary becoming a Subsidiary or a Restricted Subsidiary), (ii) such Guarantee would result in material adverse tax consequences to the Borrower, as reasonably determined in good faith by the Borrower or (iii) the Administrative Agent and the Borrower reasonably agree that the benefits to the Lenders of obtaining a Guarantee by such Subsidiary would be outweighed by the costs in respect of the same; provided that if any Guarantor would become an Excluded Subsidiary of the type described in clause (c) above as the result of a transaction or designation permitted under the Loan Documents, such Person shall only constitute an Excluded Subsidiary of the type described in such clause (c) if (x) the Borrower and its Affiliates no longer own any Equity Interests in such Person or (y) such transaction is entered into for a bona fide purpose (and not for the purpose of releasing such Person from its Guarantee under the Loan Documents) with one or more third parties that are not Affiliates of the Borrower and, as a result of such transaction, such third parties collectively hold 50% or more of the Equity Interests in such Person; provided, further, that no Discretionary Guarantor shall constitute an Excluded Subsidiary at any time that such Discretionary Guarantor is a party to

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the Guaranty and Collateral Agreement and shall have otherwise complied with the requirements of Section 5.12.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan, Letter of Credit or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan, Letter of Credit or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.20) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.18, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in a Loan, Letter of Credit or Commitment or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.18(f), and (d) any withholding Taxes imposed under FATCA.

“Excluded Vessels” means (a) the Summit, (b) each of the Borrower’s and its Restricted Subsidiaries’ other Vessels that (i) is not material to the business and operations of the Borrower and its Restricted Subsidiaries, taken as a whole, as determined in good faith by the Borrower in consultation with the Administrative Agent and (ii) has a fair market value (as determined by an Approved Appraiser) of less than $25,000,000, (c) each Vessel that is owned by an Unrestricted Subsidiary and (d) each Vessel that (i) is not required to be subject to a Collateral Vessel Mortgage in order to satisfy the Collateral Vessel Maintenance Coverage Requirement and (ii) has been released or is required to be released by the Administrative Agent pursuant to Section 6.10(d)(ii).

“Existing Credit Agreement” has the meaning assigned to it in the Recitals.

“Exiting Lender” has the meaning assigned to such term in Section 9.29.

“Experience Standby Charter Guarantee” means that certain unsecured Guarantee by the Borrower of Oriental Leasing 13 Company Limited pursuant to a standby charter or lease, dated as of December 8, 2016.

“Experience Standby Charter Guarantee Call Date” means the date on which the Borrower becomes obligated to make any payment or assume or undertake any obligation in satisfaction of the Experience Standby Charter Guarantee.

“Fair Market Value” means (a) in the case of a Collateral Vessel, the average of two (2) Valuations of the fair market value of a Collateral Vessel obtained from two (2) unaffiliated Approved Appraisers, as such appraised fair market values shall be adjusted and certified by the Borrower in a manner reasonably satisfactory to the Administrative Agent to account for any related liabilities of, or any related limitations or restrictions on, the Loan Party owning such Collateral Vessel under any charter or similar contract in connection therewith (such as, by way of

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example and without limitation, the Collateral Vessel owned by FSRU Vessel (Excellence), LLC, is subject to a contractual limitation pursuant to which such Collateral Vessel owner is not permitted to encumber such Collateral Vessel with Indebtedness in an aggregate amount exceeding seventy percent (70%) of the charter hire payments payable to such Collateral Vessel owner by its counterparty under the Excellence Lease (subject to such annual discount rate applications as are applicable to such payments, in accordance with such contractual provisions); (b) in the case of any Additional Vessel Security under clause (b) of the definition of such term, the immediately available balance of such account in immediately available U.S. Dollars equivalent balance of such account; and (c) in the case of any Additional Vessel Security under clause (c) of the definition of such term, the Confirmed Insurance Value with respect to the applicable Collateral Vessel subject to an Event of Loss. Any appraised value of such Collateral Vessel under clause (a) of this definition must be adjusted downward and certified by Borrower hereunder (in a manner reasonably satisfactory to the Administrative Agent) to account for such contractual limitations, as not having a fair market value in excess of the maximum amount of the Indebtedness permitted at such time to encumber such Collateral Vessel pursuant to such contractual limitation).

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement 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 Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions, as determined in such manner as shall be set forth on the NYFRB’s Website from time to time, and published on the next succeeding Business Day by the NYFRB as the effective federal funds rate; provided that if the Federal Funds Effective Rate as so determined would be less than 0.0%, such rate shall be deemed to be 0.0% for the purposes of this Agreement.

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

“Fee Letter” means, each of, the Agent Fee Letter, Upfront Fee Letter and Passive JLA Fee Letter.

“Financial Officer” means the chief financial officer, principal accounting officer, treasurer or controller of the Borrower.

“Finland Charter” means that certain Time Charter Party and LNG Storage and Regasification Agreement, dated as of May 20, 2022, between Excelerate Energy Finland, LLC and Floating LNG Terminal Finland OY.

“Finland Charter Purchase” means the Disposition of the Exemplar by Exemplar, LLC to Floating LNG Terminal Finland OY pursuant to an exercise of the Purchase Option (as defined in the Finland Charter) by Floating LNG Terminal Finland OY in accordance with the terms of the

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Finland Charter.

“Fleet Status Certificate” means a certificate, signed by a Responsible Officer of the Borrower and substantially in the form of Exhibit G.

“Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to the Adjusted Term SOFR Rate or the Adjusted Daily Simple SOFR, as applicable. For the avoidance of doubt, the initial Floor for each of Adjusted Term SOFR Rate or the Adjusted Daily Simple SOFR shall be 0.0%.

“Foreign Holding Company” means any Subsidiary of a Loan Party all or substantially all of the assets of which consist, directly or indirectly, of Equity Interests or Equity Interests and other securities of one or more CFCs (or are treated as consisting of such assets for U.S. federal income tax purposes).

“Foreign Lender” means a Lender that is not a U.S. Person.

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

“General Partner” means, initially, Parent, and at the election of Parent, any special purpose vehicle that is a wholly-owned Subsidiary of Parent which is admitted as the general partner of the Borrower.

“Governmental Authority” means the government of the United States of America or any other nation, or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

“Guarantor” means each Restricted Subsidiary of the Borrower that is party to the Guaranty and Collateral Agreement on the Effective Date or that becomes party to the Guaranty and Collateral Agreement after the Effective Date pursuant to Section 5.12, in each case unless

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and until such Person is released from its obligations under the Guaranty and Collateral Agreement pursuant to Section 9.20.

“Guaranty and Collateral Agreement” means that certain Amended and Restated Guaranty and Collateral agreement, dated as of the Effective Date, among each Loan Party party thereto from time to time and the Administrative Agent, as the same may be amended, modified, supplemented or restated from time to time.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including greenhouse gases, nitrogen oxides, sulfur oxides, ballast water, oily bilge water, anti-fouling paint, liquefied natural gas, petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Historical Financials” has the meaning assigned to it in Section 3.4(a).

“Illegality Notice” has the meaning assigned to it in Section 2.22.

“Immaterial Subsidiary” means any Restricted Subsidiary of the Borrower which, as of the last day of the most recently ended Test Period, (a) contributed less than 2.5% of Consolidated EBITDA as calculated for such Test Period or (b) contributed less than 2.5% of Total Assets as calculated for such date; provided that, as of the last day of such Test Period, (i) the combined Consolidated EBITDA attributable to all Immaterial Subsidiaries shall not exceed 5.0% of Consolidated EBITDA for such Test Period and (ii) the portion of Total Assets attributable to all Immaterial Subsidiaries shall not exceed 5.0% of Total Assets as of such date, in each case, as determined in accordance with GAAP (each of Consolidated EBITDA and Total Assets to be determined after eliminating intercompany obligations); provided, further, that no Restricted Subsidiary shall be an Immaterial Subsidiary if such Restricted Subsidiary (x) owns, or is party to a charter in respect of, one or more Collateral Vessels, (y) is the owner of any Equity Interests in a Local Content Entity which owns a Collateral Vessel or (z) is a counterparty to a material agreement pertaining to the operation, servicing and/or maintenance of one or more Vessels.

“Indebtedness” means for any Person, the following obligations of such person, without duplication: (a) all obligations of such Person for borrowed money; (b) all obligations of such Person representing the deferred purchase price of property or services (other than accounts payable and accrued liabilities arising in the ordinary course of business) and any earn-out, purchase price adjustment or similar obligations, in each case, until such obligation or adjustment becomes a liability on the balance sheet of such Person in accordance with GAAP; (c) all obligations of such Person evidenced by bonds, notes, bankers acceptances, debentures or other similar instruments of such Person, or obligations of such Person arising, whether absolute or contingent, out of letters of credit issued for such Person’s account; (d) all obligations of other Persons, whether or not assumed, secured by Liens upon property or payable out of the proceeds or revenues from property now or hereafter owned or acquired by such Person, but only to the extent of such property’s fair market value (excluding all obligations solely resulting from a pledge of the Equity Interests in an Unrestricted Subsidiary or Venture owned by the Borrower or a Restricted Subsidiary securing Non-Recourse Debt of such Unrestricted Subsidiary or Venture);

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(e) all Capital Lease Obligations of such Person and any monetary obligations of such Person under any Synthetic Leases, provided that Capital Lease Obligations relating to the Sequioa (to the extent relating to obligations to complete the acquisition thereof in accordance with the executed definitive documentation of such acquisition) shall not constitute Indebtedness for the period commencing on the execution of such definitive documentation and continuing through the expiration of the Availability Period of the Term Loan Facility, it being understood that any such obligations remaining after expiration of the Availability Period of the Term Loan Facility shall thereafter constitute Indebtedness for all purposes under this Agreement); (f) net obligations under Swap Agreements that have been cancelled or otherwise terminated before their scheduled expiration or are otherwise due and payable; (g) all Disqualified Capital Stock of such Person; and (h) all obligations of such Person pursuant to a Guarantee of any of the foregoing obligations of another Person. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. Notwithstanding anything to the contrary in this definition, solely for purposes of determining Consolidated Total Debt, “Indebtedness” shall not include the Specified Newbuild Guarantees.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a) hereof, Other Taxes.

“Indemnitee” has the meaning assigned to it in Section 9.3(c).

“Ineligible Institution” has the meaning assigned to it in Section 9.4(b).

“Information” has the meaning assigned to it in Section 9.12.

“Interest Election Request” means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.8, which shall be substantially in the form of Exhibit C or any other form approved by the Administrative Agent.

“Interest Payment Date” means (a) with respect to any ABR Loan, the last day of each March, June, September and December and the applicable Maturity Date, (b) with respect to any RFR Loan, (i) each date that is on the numerically corresponding day in each calendar month that is one month after the Borrowing of such Loan (or, if there is no such numerically corresponding day in such month, then the last day of such month) and (ii) the applicable Maturity Date and (c) with respect to any Term Benchmark Loan, the last day of each Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Term Benchmark Borrowing with an Interest Period of more than three (3) months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three (3) months’ duration after the first day of such Interest Period, and the applicable Maturity Date.

“Interest Period” means with respect to any Term Benchmark Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, three or six months thereafter (in each case, subject to the

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availability for the Benchmark applicable to the relevant Loan or Commitment), as the Borrower may elect; provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period, (iii) no tenor that has been removed from this definition pursuant to Section 2.15(e) shall be available for specification in such Borrowing Request or Interest Election Request and (iv) the initial Interest Period with respect to the Term Loans shall be adjusted as requested by the Borrower in the applicable Borrowing Request and agreed by the Administrative Agent so that the related initial Interest Payment Date coincides with the date the first payment is due under Section 2.10. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case of a Borrowing, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Investment” means, for any Person: (a) the acquisition (whether for cash, property, services or securities or otherwise) of Equity Interests of any other Person or any agreement to make any such acquisition (including any “short sale” or any sale of securities at a time when such securities are not owned by the Person entering into such short sale); (b) the making of any deposit with, or advance, loan or capital contribution to, assumption of Indebtedness of, purchase or other acquisition of any other Indebtedness of or equity participation or interest in, or other extension of credit to, any other Person; (c) the purchase or acquisition (in one or a series of transactions) of property of another Person that constitutes a business unit both before and after such purchase or acquisition or (d) the entering into of (i) any Guarantee of, or other contingent payment or credit support obligation (including the deposit of any Equity Interests to be sold) with respect to, Indebtedness of any other Person or (ii) any other contingent obligation with respect to Indebtedness of any other Person that directly or indirectly has the economic effect of guaranteeing or providing any payment or credit support with respect such Indebtedness or otherwise is for the purpose of assuring the owner of such Indebtedness of the payment thereof. For purposes of covenant compliance, the amount of any Investment by any Person outstanding at any time shall be the amount actually invested (measured at the time invested), net of any returns or distributions of capital or repayment of principal actually received in cash by such Person with respect thereto from time to time. For the avoidance of doubt, the issuance of a Letter of Credit pursuant to Section 2.6(k) shall constitute an Investment in the applicable Unrestricted Subsidiary or Venture in an amount equal to the stated amount of such Letter of Credit.

“IPO” means the underwritten initial public offering of the common Equity Interests of Parent effected on April 18, 2022.

“IRS” means the United States Internal Revenue Service.

“Issuing Bank” means Wells Fargo, Sumitomo Mitsui Banking Corporation, Barclays Bank PLC, Credit Agricole Corporate and Investment Bank, First Financial and any other Lender that agrees to act as an Issuing Bank (in each case, through itself or through one of its designated affiliates or branch offices), each in its capacity as the issuer of Letters of Credit hereunder, and

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its successors in such capacity as provided in Section 2.6(i). Any Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. Each reference herein to the “Issuing Bank” in connection with a Letter of Credit or other matter shall be deemed to be a reference to the relevant Issuing Bank with respect thereto.

“Japanese Yen” means the lawful currency of Japan.

“Judgment Currency” has the meaning assigned to it in Section 9.19.

“Latest Maturity Date” means, as of the time of determination, the latest applicable Maturity Date.

“LC Disbursement” means a payment made by an Issuing Bank pursuant to a Letter of Credit.

“LC Exposure” means, at any time, the sum of (a) the Dollar Equivalent of the aggregate undrawn amount of all outstanding Letters of Credit at such time, plus (b) the Dollar Equivalent of the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any Revolving Lender at any time shall be its Revolving Credit Applicable Percentage of the LC Exposure at such time. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Article 29(a) of the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 (or such later version thereof as may be in effect at the applicable time) or Rule 3.13 or Rule 3.14 of the International Standby Practices, International Chamber of Commerce Publication No. 590 (or such later version thereof as may be in effect at the applicable time) or similar terms of the Letter of Credit itself, or if compliant documents have been presented but not yet honored, such Letter of Credit shall be deemed to be “outstanding” and “undrawn” in the amount so remaining available to be paid, and the obligations of the Borrower and each Revolving Lender shall remain in full force and effect until the Issuing Bank and the Revolving Lenders shall have no further obligations to make any payments or disbursements under any circumstances with respect to any Letter of Credit.

“LCA Election” means an election in writing by the Borrower with respect to a Limited Condition Acquisition that the satisfaction of certain conditions shall be determined as set forth in Section 1.8.

“Lender Parent” means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.

“Lender Presentation” means the Lender Presentation dated February 14, 2023 relating to the Borrower and the Transactions.

“Lender-Related Person” has the meaning assigned to it in Section 9.3(b).

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“Lenders” means the Persons listed on Annex I and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption or otherwise, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption or otherwise. Unless the context otherwise requires, the term “Lenders” includes the Issuing Banks. As of the Effective Date, each Lender’s Revolving Commitments must exceed the Minimum Revolving Commitment.

“Letter of Credit” means any (a) stand-by letter of credit issued pursuant to this Agreement on or after the Effective Date, including the Backstop Letters of Credit, and (b) each Rolled Letter of Credit, in each case under this definition, excluding the Specified Letters of Credit.

“Letter of Credit Agreement” has the meaning assigned to it in Section 2.6(b).

“Letter of Credit Commitment” means, with respect to each Issuing Bank, the commitment of such Issuing Bank to issue Letters of Credit hereunder. The initial amount of each Issuing Bank’s Letter of Credit Commitment is set forth on Annex II, or if an Issuing Bank has entered into an Assignment and Assumption or has otherwise assumed a Letter of Credit Commitment after the Effective Date, the amount set forth for such Issuing Bank as its Letter of Credit Commitment in the Register maintained by the Administrative Agent. The Letter of Credit Commitment of an Issuing Bank may be modified from time to time by agreement between such Issuing Bank and the Borrower, and notified to the Administrative Agent. Notwithstanding anything to the contrary in this Agreement, immediately and automatically upon the expiration, termination, or cancellation of each Backstop Letter of Credit, Wells Fargo’s Letter of Credit Commitment shall be automatically reduced by the face amount of such Backstop Letter of Credit until such time as Wells Fargo’s aggregate Letter of Credit Commitments are equal to Wells Fargo’s aggregate Revolving Commitment.

“Liabilities” means any losses, claims (including intraparty claims), demands, damages or liabilities of any kind.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Limited Condition Acquisition” means any acquisition by the Borrower or one or more of its Restricted Subsidiaries from a non-Affiliate that constitutes a permitted acquisition or other Investment permitted hereunder, the consummation of which is subject to a binding commitment by the Borrower or one or more of its Restricted Subsidiaries with limited conditionality that does not include the availability of, or on obtaining, third party financing.

“Liquidity” means, at any time of determination, the sum of (a) Availability and (b) the aggregate amount of unrestricted cash and Cash Equivalents of the Borrower and its Restricted Subsidiaries that are held in deposit accounts, securities accounts, commodity accounts or other bank accounts (other than Excluded Accounts) that are subject to a Control Agreement.

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“Loan Documents” means this Agreement, including schedules and exhibits hereto, any Note issued hereunder, each Fee Letter, the Collateral Documents and any other agreements entered into in connection herewith by the Borrower or any Loan Party with or in favor of the Administrative Agent and/or the Lenders, including any amendments, modifications or supplements thereto or waivers thereof, letter of credit applications and any agreements between the Borrower and an Issuing Bank regarding the issuance by such Issuing Bank of Letters of Credit (including Rolled Letters of Credit) hereunder and/or the respective rights and obligations between the Borrower and such Issuing Bank in connection thereunder and any other documents prepared in connection with the other Loan Documents, if any.

“Loan Parties” means the Borrower and each Guarantor.

“Loans” means the loans made by the Lenders to the Borrower pursuant to this Agreement.

“Local Content Entity” means any Affiliate of the Borrower (a) that owns a Vessel or that is party to a charter party agreement, drilling contract or any demise, bareboat, time, voyage, other charter, lease or other right to use of a Vessel owned by it or by the Borrower, any Restricted Subsidiary or another Local Content Entity and (b) the capital stock or other Equity Interests of which is jointly owned by the Borrower or any Restricted Subsidiary(ies) and any other Person(s) that is(are) required or necessary under local law or custom to own capital stock or other Equity Interests in the Local Content Entity as a condition for (i) the operation of a Vessel in such jurisdiction, (ii) the ownership of any asset owned or acquired by such entity in such jurisdiction or (iii) the business transacted by such entity in such jurisdiction; provided that Local Content Entities shall not include joint ventures that are formed in the ordinary course and for purposes other than local law requirements or local law customs.

“Margin Stock” means margin stock within the meaning of Regulations T, U and X, as applicable.

“Material Adverse Effect” means a material adverse effect on (a) the business, assets, operations, or financial condition of Parent, the Borrower and the Restricted Subsidiaries taken as a whole, (b) the ability of Parent or any Loan Party to perform any of its Obligations or (c) the rights of or benefits available to the Lenders or the other Secured Parties under this Agreement or any other Loan Document.

“Material Indebtedness” means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Agreements, of any one or more of Parent, the Borrower and its Restricted Subsidiaries in an aggregate principal amount exceeding $50,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of Parent, the Borrower or any Restricted Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that Parent, the Borrower or such Restricted Subsidiary would be required to pay if such Swap Agreement were terminated at such time.

“Maturity Date” means the Revolving Credit Maturity Date or the Term Loan Maturity Date, as applicable; provided, however, in each case, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

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“Maximum Rate” has the meaning assigned to it in Section 9.14.

“Minimum Revolving Commitment” means, with respect to any Lender, the lesser of (i) $17,500,000 and (ii) an amount which would cause such Lender to have (A) Revolving Credit Exposure plus unused Revolving Commitments to be less than (B) less than 5.00% of the aggregate Revolving Commitments then in effect.

“Moody’s” means Moody’s Investors Service, Inc.

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Net Cash Proceeds” means the aggregate cash proceeds and the fair market value of any Cash Equivalents actually received by the Borrower or any of its Restricted Subsidiaries in respect of any Asset Sale or any Event of Loss by the Borrower or any Restricted Subsidiary (including, without limitation, any cash or Cash Equivalents received upon the Disposition of any non-cash consideration received in any such Asset Sale, but only as and when so received), net of (a) the direct costs relating to such transaction and the sale or Disposition of such non-cash consideration, including, without limitation, legal, accounting and investment banking fees, and sales commissions, transactional fees, brokers’ fees and other professional fees, severance costs and any relocation expenses incurred as a result of such transaction, (b) amounts actually paid or payable by the Borrower or any Restricted Subsidiary for the purpose of, total federal, state, local and foreign income, value added and similar taxes (including, without duplication, any Permitted Tax Distributions) as a result of such transaction, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, (c) amounts required to be applied to the repayment of Indebtedness secured by a Lien on the properties or assets that were the subject of such transaction, or which must by its terms, or in order to obtain a necessary consent to such transaction or by applicable law, be repaid out of the proceeds from such transaction, (d) payments (or arrangements for payments made) of unassumed liabilities (not constituting Indebtedness) relating to any of the assets so Disposed of at the time of, or within thirty (30) days after the date of, such transaction, and (e) any amounts to be set aside in any reserve established in accordance with GAAP or any amount placed in escrow, in either case for adjustment in respect of the sale price of such properties or assets, for indemnification obligations of the Borrower or any of its Restricted Subsidiaries in connection with such transaction or for other liabilities associated with such transaction and retained by the Borrower or any of its Restricted Subsidiaries until such time as such reserve is reversed or such escrow arrangement is terminated, in which case Net Cash Proceeds shall include only the amount of the reserve so reversed or the amount of cash actually returned to the Borrower or its Restricted Subsidiaries from such escrow arrangement, as the case may be.

“New Lender” has the meaning assigned to such term in Section 9.28.

“New Zealand Dollars” means the lawful currency of New Zealand.

“Newbuild Projects” means any project consisting of the new construction of a Vessel by the Borrower, any Restricted Subsidiary, Venture, or Unrestricted Subsidiary, provided that each of the following conditions is satisfied at all times prior to the completion of such project:

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(a) Such project is developed and completed by one or more special purpose vehicles associated solely with such project and/or other Newbuild Projects and owning and operating such project and/or other Newbuild Projects (a “Newbuild SPV”) and the related Vessel, and all relevant project assets and liabilities, including all rights and obligations under all applicable EPC contracts, GMP contracts, O&M contracts, shipbuilding contracts, development contracts, construction contracts, project Indebtedness contracts (other than Specified Newbuild Guarantees), and other similar project documentation entered into in connection with the new construction of such Vessel;

(b) all Indebtedness, Liens and Investments incurred in connection with such project are not prohibited under Sections 6.1, 6.2, or 6.5, as applicable; and

(c) such project is developed and completed in compliance with all material applicable laws, laws, rules and regulations (applicable to such Vessel and as required by the American Bureau of Shipping, Bureau Veritas or other internationally recognized classification society reasonably acceptable to the Administrative Agent) and consistent with Vessel ownership and management practices of the Borrower and its Subsidiaries.

“Newbuild SPV” has the meaning assigned to such term in the definition of Newbuild Projects.

“Non-Recourse Debt” means any Indebtedness of any Unrestricted Subsidiary or Venture in respect of which the holder or holders thereof have no recourse (including by way of guaranty, support, security or indemnity) to the Borrower or any Restricted Subsidiary (other than Specified Newbuild Guarantees) or to any of their property, whether for principal, interest, fees, expenses or otherwise, except for Equity Interests of any Unrestricted Subsidiary or Venture.

“Norwegian Kroner” means the lawful currency of the Kingdom of Norway.

“Note” has the meaning assigned such term in Section 2.10(e).

“NYFRB” means the Federal Reserve Bank of New York.

“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a federal funds broker of recognized standing selected by it; provided, further, that if any of the aforesaid rates as so determined be less than 0.0%, such rate shall be deemed to be 0.0% for purposes of this Agreement.

“NYFRB’s Website” means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, Parent, the General Partner, the Borrower or any other Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit or under any Specified

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Swap Agreement or Specified Cash Management Agreement (including all Specified Swap Agreement Obligations and Specified Cash Management Obligations), whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any debtor relief laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed or allowable claims in such proceeding, including, in each case, all renewals, extensions and/or rearrangements of any of the above. Without limiting the foregoing, the Obligations include (a) the obligation to pay principal, interest, Letter of Credit commissions, charges, expenses, fees, indemnities and other amounts payable by the Borrower or any other Loan Party under any Loan Document, (b) all Specified Swap Agreement Obligations, (c) all Specified Cash Management Obligations and (d) the obligation of the Borrower or any other Loan Party to reimburse any amount in respect of any of the foregoing that the Administrative Agent, any Lender, any holder of Specified Swap Agreement Obligations or any Specified Cash Management Provider, in each case in its sole discretion, may elect to pay or advance on behalf of the Borrower or any other Loan Party in accordance with the terms of the Loan Documents, Specified Swap Agreements and Specified Cash Management Agreements, as applicable.

“Original Effective Date” means April 18, 2022.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan, Letter of Credit or Loan Document).

“Other Letters of Credit” has the meaning assigned to it in Section 6.1(o).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.20).

“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight eurodollar transactions denominated in Dollars by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on the NYFRB’s Website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate.

“Parallel Debt” has the meaning assigned to it in Section 9.23.

“Parent” has the meaning specified in introductory paragraph hereof.

“Parent Pledge Agreement” means that certain Amended and Restated Pledge Agreement, dated as of the Effective Date, between Parent and, if applicable, the General Partner,

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as pledgors, and the Administrative Agent, as the same may be amended, modified, supplemented or restated from time to time.

“Participant” has the meaning assigned to such term in Section 9.4(c).

“Participant Register” has the meaning assigned to such term in Section 9.4(c).

“Passive JLA Fee Letter” means that certain Passive JLA Fee Letter dated on (or prior to) the Effective Date by and among Arrangers, the Borrower and Parent.

“Patriot Act” has the meaning assigned to it in Section 9.16.

“Payment” has the meaning assigned to it in Section 8.6(c)(i).

“Payment Notice” has the meaning assigned to it in Section 8.6(c)(ii).

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“Permitted Encumbrances” means:

(a) Liens imposed by law for Taxes that are not yet overdue by more than sixty (60) days or are being contested in compliance with Section 5.4;

(b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law or pursuant to customary clauses in contracts with carriers, warehousemen, mechanics, materialmens, repairmens and the like, arising in the ordinary course of business and securing obligations that are not overdue by more than sixty (60) days or are being contested in compliance with Section 5.4;

(c) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations;

(d) Liens on deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

(e) judgment liens in respect of judgments that do not constitute an Event of Default under Section 7.1(k);

(f) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or materially interfere with the ordinary conduct of business of the Borrower or any Subsidiary;

(g) leases, licenses, subleases or sublicenses granted to third parties in the ordinary course of business and not interfering in any material respect with the ordinary conduct of business of the Borrower or any Subsidiary;

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(h) Liens in favor of a banking or other financial institution arising as a matter of law or in the ordinary course of business under customary general terms and conditions encumbering deposits or other funds maintained with a financial institution (including the right of set-off) and that are within the general parameters customary in the banking industry or arising pursuant to such banking institution’s general terms and conditions;

(i) Liens on specific items of inventory or other goods (other than fixed or capital assets) and proceeds thereof of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods in the ordinary course of business;

(j) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business so long as such Liens only cover the related goods;

(k) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(l) Liens encumbering Indebtedness under Section 6.1(l) (to the extent such Liens attach solely to assets that are not Collateral), Section 6.1(o) (solely to the extent such Liens secure obligations owed to a Lender or its Affiliates), Section 6.1(r) (solely to the extent such Liens attach solely to the related project assets and/or equity in or receivables owed by the related project special purpose vehicle, Unrestricted Subsidiary or Venture), and Section 6.1(s) (solely to the extent such liens attach solely to the related factored accounts receivable); and

(m) Liens, titles and interests of lessors (including sub-lessors) of property leased by such lessors to the Borrower or any other Loan Party, restrictions and prohibitions on encumbrances and transferability with respect to such property and the Borrower’s or such other Loan Party’s interests therein imposed by such leases, and Liens and encumbrances encumbering such lessors’ titles and interests in such property and to which the Borrower’s or such other Loan Party’s leasehold interests may be subject or subordinate, in each case, whether or not evidenced by UCC financing statement filings or other documents of record, provided that such Liens do not secure Indebtedness and do not encumber property of the Borrower or any other Loan Party other than the property that is the subject of such leases and items located thereon;

provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness.

“Permitted Factoring Arrangements” any transaction or series of transactions pursuant to which the Borrower or any of its Restricted Subsidiaries sells, finances, or factors accounts receivable from non-Affiliate customers for cash at market terms including a commercially reasonable discount to face value (as determined by the Borrower or such Restricted Subsidiary in good faith) to non-Affiliate receivables lenders, purchasers or factors; provided that each of the following conditions is satisfied: (a) any cash or Cash Equivalents received pursuant to such transaction is promptly deposited into a Control Account and (b) such receivables transaction or

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transactions and any related financing shall be unsecured or shall be secured solely by Liens in the underlying receivables and related assets that are customarily secured and/or disposed under similar arrangements (“Permitted Factoring Assets”), shall only be recourse to the relevant owners of the underlying receivables (other than pursuant to Standard Undertakings).

“Permitted Factoring Assets” shall have the meaning assigned to such term in the definition of Permitted Factoring Arrangements.

“Permitted Holders” means (a) George B. Kaiser, who owns, directly and indirectly, substantially all of Excelerate Energy Holdings, LLC; (b) (i) the descendants of George B. Kaiser and members of their immediate families, or any estate or heir of any of the foregoing, and (ii) any trust, limited partnership, limited liability company, corporation or other entity, the beneficiaries, partners, members, shareholders or other equity holders of which consist solely of one or more Persons referenced in clause (b)(i) of this definition; (c) George B. Kaiser’s Affiliates (other than Parent and any Person that is Controlled by Parent); and (d) the George Kaiser Family Foundation.

“Permitted Maritime Liens” means, at any time with respect to a Vessel owned by the Borrower or its Restricted Subsidiaries:

(a) Liens for crews’ wages (including the wages of the master of such Vessel) that are discharged in the ordinary course of business and have accrued for not more than forty-five (45) days unless any such Lien is being contested in good faith and by appropriate proceedings or other acts by the relevant Loan Party and such Loan Party shall have set aside on its books adequate reserves with respect to such Lien and so long as such deferment in payment shall not subject such Vessel to sale, forfeiture or loss;

(b) Liens for salvage (including contract salvage) or general average, and Liens for wages of stevedores employed by the applicable Vessel owner, the master of such Vessel or a charterer or lessee of such Vessel, which in each case have accrued for not more than forty-five (45) days unless any such Lien is being contested in good faith and by appropriate proceedings or other acts by the relevant Loan Party and such Loan Party shall have set aside on its books adequate reserves with respect to such Lien and so long as such deferment in payment shall not subject such Vessel to sale, forfeiture or loss;

(c) shipyard Liens and other Liens arising by operation of law arising in the ordinary course of business in operating, maintaining, repairing, modifying, refurbishing, or rebuilding such Vessel (other than those referred to in clauses (a) and (b) above), including maritime Liens for necessaries, which in each case have accrued for not more than forty-five (45) days unless any such Lien is being contested in good faith and by appropriate proceedings or other acts by the relevant Loan Party, and such Loan Party shall have set aside on its books adequate reserves with respect to such Lien and so long as such deferment in payment shall not subject such Vessel to sale, forfeiture, or loss;

(d) Liens for damages arising from maritime torts which are unclaimed, or are covered by insurance and any deductible applicable thereto, or in respect of which a bond or other security has been posted on behalf of the relevant Loan Party with the appropriate court or other tribunal to prevent the arrest or secure the release of such Vessel from arrest, unless any such Lien is being contested in good faith and by appropriate proceedings or other acts by the relevant Loan Party,

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and such Loan Party shall have set aside on its books adequate reserves with respect to such Lien and so long as such deferment in payment shall not subject such Vessel to sale, forfeiture, or loss;

(e) Liens that, as indicated by the written admission of liability therefor by an insurance company, are covered by insurance (subject to reasonable deductibles); and

(f) Liens for charters or subcharters or leases or subleases, including any charter, subcharter, lease or sublease described in Schedule 6.2, in each case, permitted under this Agreement.

“Permitted Payments to Parent Entities” means any payment to a direct or indirect parent of the Borrower (a “Parent Entity”), in amounts required for any Parent Entity to pay the following, as and when the same become due and payable, in each case without duplication:

(a) reasonable accounting, legal and administrative expenses (including, without limitation, expenses related to reporting obligations and any franchise and similar taxes, and other fees and expenses, required to maintain its corporate existence) of such Parent Entity, in each case, to the extent such costs and expenses are reasonably attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries;

(b) reasonable fees and expenses of such Parent Entity incurred in connection with any offering or issuance, repayment, extension, amendment or exchange of Indebtedness or offering or issuance or exchange or redemption or split or reverse split of any Equity Interests by such Parent Entity, in each case, that is permitted under the Loan Documents;

(c) costs of such Parent Entity associated with, or in anticipation of, or preparation for, compliance with the requirements of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith and costs relating to compliance with the provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934 or any other comparable body of laws, rules or regulations, directors’ compensation, fees and expense reimbursement, costs relating to investor relations, shareholder meetings and reports to shareholders, directors’ and officers’ insurance and other executive costs, legal and other professional fees, and listing fees, in each case to the extent arising solely by virtue of the listing of such entity’s equity securities on a national securities exchange;

(d) customary salary, bonus, severance, indemnification obligations and other benefits payable to officers and employees of such Parent Entity, to the extent such salaries, bonuses, severance, indemnification obligations and other benefits are reasonably attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries; and

(e) so long as no Event of Default has occurred and is continuing, repurchases of Equity Interests of any Parent Entity that are owned by employees, officers or directors of such Parent Entity upon their termination or death.

“Permitted Refinancing Indebtedness” means any Indebtedness (for purposes of this definition, “New Indebtedness”) issued or incurred for any refinancing or replacement of any other Indebtedness (the “Refinanced Indebtedness”), that complies with all of the following requirements: (a) the aggregate principal amount of such New Indebtedness is not in excess of the

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sum of the principal amount of the Refinanced Indebtedness plus amounts to fund any original issue discount or upfront fees relating thereto plus amounts to fund accrued interest, fees, expenses and premiums, (b) such New Indebtedness does not have (i) any scheduled principal payments or a stated maturity prior to the date that is ninety-one (91) days following the earlier of (A) the stated maturity date of the Refinanced Indebtedness and (B) the Latest Maturity Date or (ii) a weighted average life to maturity that is that is shorter than the weighted average life to maturity of the Refinanced Indebtedness, (c) if such New Indebtedness is secured, such New Indebtedness (i) if secured by Collateral, shall be subject to an intercreditor agreement providing that the Liens securing such New Indebtedness are junior to the Liens securing the Obligations to at least the same extent as the Liens securing the Refinanced Indebtedness and (ii) is not secured by any assets other than assets securing the Refinanced Indebtedness, (d) no Subsidiary of the Borrower (other than a Guarantor or a Person who becomes a Guarantor in connection therewith) is an obligor under such New Indebtedness, (e) such New Indebtedness (and any guarantees thereof) is subordinated in right of payment to the Obligations to at least the same extent as the Refinanced Indebtedness was and (f) such New Indebtedness does not impose any other restriction or event of default which is not also being offered to the Lenders concurrently.

“Permitted Tax Distributions” means cash distributions by the Borrower to Parent and the other direct or indirect beneficial owners of the Borrower in respect of any taxable period in which the Borrower is a partnership or Disregarded Entity for U.S. federal income tax purposes in an amount not to exceed for each such period, an amount, reasonably determined by the Borrower, equal to (a) the estimated cumulative aggregate combined U.S. federal, state, and local income allocated to the Borrower’s beneficial owners, directly or indirectly, from the Borrower and its Subsidiaries for the relevant taxable period, reduced by any cumulative net U.S. federal and state losses and carryforwards attributable to expenses or losses allocated to such member or partner, directly or indirectly, from the Borrower and its Subsidiaries for prior taxable periods to the extent such loss is permitted to be currently deductible against such taxable income and to the extent such loss carryforward has not already been taken into account, and calculated by (x) taking into account the effect of any special basis adjustments under Code section 743(b) and (y) assuming that such beneficial owners’ only items of income, gain, expense and loss are from the Borrower and its Subsidiaries, multiplied by (b) a percentage equal to the highest combined marginal U.S. federal and applicable state and/or local income tax rate in effect for a corporation, residing in the city of New York (taking into account the character of the applicable income and the deductibility of state and local income taxes for U.S. federal income tax purposes (disregarding any deduction that is subject to a dollar limitation)).

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

“Philippine Pesos” means the lawful currency of the Republic of the Philippines.

“Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

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“Plan Asset Regulations” means 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA, as amended from time to time.

“Pound Sterling” means the lawful currency of the United Kingdom.

“Poseidon Principles” means the financial industry framework for assessing and disclosing the climate alignment of ship finance portfolios published in June 2019 as the same may be amended or replaced to reflect changes in applicable law or regulation or the introduction of or changes to mandatory requirements of the International Maritime Organization from time to time.

“Prime Rate” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective.

“Prior Agent” means JPMorgan Chase Bank, N.A., as administrative agent under the Existing Credit Agreement.

“Proceeding” means any claim, litigation, investigation, suit, arbitration or administrative, judicial or regulatory action or proceeding in any jurisdiction.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Public-Sider” means a Lender whose representatives may trade in securities of the Borrower or its Controlling person or any of its Subsidiaries while in possession of the financial statements provided by the Borrower under the terms of this Agreement.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

“QFC Credit Support” has the meaning assigned to it in Section 9.18.

“Quiet Enjoyment Agreements” means, as to any Vessel that is chartered to a third party non-Affiliate of the Credit Parties, a customary quiet enjoyment agreement , in the form attached as Exhibit H or otherwise contained in any applicable charter agreement, or if no such form existing in the charter agreement, then in form and substance reasonably satisfactory to the Administrative Agent, entered into among, inter alios, the Vessel charterer, the Collateral Vessel Owner, and the Administrative Agent, for itself and on behalf of the Secured Parties. For the avoidance of doubt, the Administrative Agent acknowledges and agrees that all forms of “Quiet Enjoyment Agreements” in effect as of the Effective Date and executed by the Prior Agent are in form and substance reasonably satisfactory to the Administrative Agent.

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“Recipient” means (a) the Administrative Agent, (b) any Lender and (c) any Issuing Bank, as applicable.

“Reference Time” with respect to any setting of the then-current Benchmark means (a) if such Benchmark is the Term SOFR Rate, 5:00 a.m. (Chicago time) on the day that is two (2) Business Days preceding the date of such setting, (b) if such Benchmark is Daily Simple SOFR, then four (4) Business Days prior to such setting or (c) if such Benchmark is none of the Term SOFR Rate or Daily Simple SOFR, the time determined by the Administrative Agent in its reasonable discretion.

“Register” has the meaning assigned to such term in Section 9.4 (b)(iv).

“Regulation T” means Regulation T of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations thereunder or thereof.

“Regulation U” means Regulation U of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations thereunder or thereof.

“Regulation X” means Regulation X of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations thereunder or thereof.

“Related Business Asset” means (a) one or more Vessels, (b) the Equity Interests of a Person owning one or more Vessels and/or (c) any other related asset that is useful in the business in which the Borrower and the Restricted Subsidiaries are engaged, or are planning to engage in, on the date of this Agreement or any similar line of business.

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“Relevant Entities” has the meaning assigned to it in Section 5.1.

“Relevant Governmental Body” means, the Federal Reserve Board and/or the NYFRB, the CME Term SOFR Administrator, as applicable, or a committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in each case, any successor thereto.

“Relevant Rate” means (a) with respect to any Term Benchmark Borrowing, the Adjusted Term SOFR Rate or (b) with respect to any RFR Borrowing, the Adjusted Daily Simple SOFR, as applicable.

“Remedial Work” has the meaning assigned to it in Section 5.11.

“Removal Effective Date” has the meaning assigned thereto in Section 8.5(c).

“Required Facility Lenders” means (a) for the Revolving Credit Facility, the Required Revolving Credit Lenders or (b) for the Term Loan Facility, the Required Term Loan Lenders, as applicable.

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“Required Insurance” has the meaning assigned to it in Section 5.6(a).

“Required Lenders” means, subject to Section 2.21, at any time, Lenders having Total Credit Exposure representing more than fifty percent (50%) of the Total Credit Exposure of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time.

“Required Revolving Credit Lenders” means, subject to Section 2.21, at any time, Revolving Lenders having unused Revolving Commitments and Revolving Credit Exposure representing more than fifty percent (50%) of the aggregate unused Revolving Commitments and Revolving Credit Exposure of all Revolving Lenders. The unused Revolving Commitment of, and Revolving Credit Exposure held or deemed held by, any Defaulting Lender shall be disregarded in determining Required Revolving Credit Lenders at any time.

“Required Term Loan Lenders” means, subject to Section 2.21, at any time, Lenders having outstanding Term Loans, representing more than fifty percent (50%) of the sum of the aggregate outstanding Term Loans at such time. The outstanding Term Loans of any Defaulting Lender shall be disregarded in determining Required Term Loan Lenders at any time.

“Resignation Effective Date” has the meaning assigned thereto in Section 8.5(b).

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

“Responsible Officer” means, for any Person, the chief executive officer, president, vice president, chief financial officer, treasurer or assistant treasurer, other Financial Officer, director, secretary or assistant secretary, or other similar officer of such Person. Unless otherwise specified, all references herein to a Responsible Officer means a Responsible Officer of the Borrower.

“Restricted Lender” means a Lender that notifies the Administrative Agent to the effect that the representation and warranties solely with respect to Section 3.12 will not apply for its benefit according to Section 3.12(b).

“Restricted Payment” means, with respect to any Person, any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in such 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, acquisition, cancellation or termination of any such Equity Interests or any option, warrant or other right to acquire any such Equity Interests.

“Restricted Subsidiary” means any Subsidiary of the Borrower that is not an Unrestricted Subsidiary. For the avoidance of doubt, “Restricted Subsidiary” shall also include each Local Content Entity and each such entity’s respective Subsidiaries, in each case, that is not an Unrestricted Subsidiary.

“Retained IPO Proceeds” means, as of any date of determination, the total amount of retained cash proceeds of the IPO, which total amount, as of the Effective Date is $357,261,460, it being understood that any Investment pursuant to Section 6.5(h) shall immediately reduce such

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total amount upon such utilization. For the avoidance of doubt, Retained IPO Proceeds will not be available to incur Indebtedness, make Investments or Restricted Payments pursuant to Section 6.1(m), Section 6.5(e) or Section 6.7(h), respectively.

“Revaluation Date” means, subject to Section 9.22, with respect to any Letter of Credit denominated in a Specified Currency, each of the following: (i) each date of issuance of such Letter of Credit, but only as to the stated amount of the Letter of Credit so issued on such date; (ii) in the case of all Rolled Letters of Credit denominated in Specified Currencies, the Effective Date, but only as to such Rolled Letters of Credit; and (iii) such additional dates as the Administrative Agent shall determine.

“Revolving Borrowing” means Revolving Loans of the same Type, made, converted or continued on the same date and, in the case of Term Benchmark Loans, as to which a single Interest Period is in effect.

“Revolving Commitment” means, with respect to each Revolving Lender, the amount set forth on Annex I opposite such Lender’s name, or in the Assignment and Assumption or other documentation or record (as such term is defined in Section 9-102(a)(70) of the New York Uniform Commercial Code), pursuant to which such Lender shall have assumed its Revolving Commitment, as applicable, as such Revolving Commitment may be reduced or increased from time to time pursuant to (a) Section 2.9 and (b) assignments by or to such Lender pursuant to Section 9.4; provided, that at no time shall the Revolving Credit Exposure of any Lender exceed its Revolving Commitment (other than Wells Fargo’s L/C Exposure in respect of the Backstop Letters of Credit). As of the Effective Date, the aggregate Revolving Commitments are $350,000,000.

“Revolving Credit Applicable Percentage” means, with respect to any Revolving Lender at any time, the percentage of the total Revolving Commitments of all the Revolving Lenders represented by such Revolving Lender’s Revolving Commitment; provided that, in the case of Section 2.21 when a Defaulting Lender shall exist, “Revolving Credit Applicable Percentage” shall mean the percentage of the total Revolving Commitments (disregarding any Defaulting Lender’s Revolving Commitment) represented by such Lender’s Revolving Commitment. If the Revolving Commitments have terminated or expired, the Revolving Credit Applicable Percentages shall be determined based upon the Revolving Commitments most recently in effect, giving effect to any assignments and to any Lender’s status as a Defaulting Lender at the time of determination. If the Revolving Commitments have terminated or expired, the Revolving Credit Applicable Percentages shall be determined based upon the Revolving Commitments most recently in effect, giving effect to any assignments. The Revolving Credit Applicable Percentage of each Revolving Lender on the Effective Date is set forth opposite the name of such Revolving Lender on Annex I.

“Revolving Credit Exposure” means, with respect to any Revolving Lender at any time, the sum of the outstanding principal amount of such Lender’s Revolving Loans and its LC Exposure at such time.

“Revolving Credit Facility” means the revolving credit facility established pursuant to Section 2.1(a).

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“Revolving Credit Maturity Date” means the earliest of (a) March 17, 2027 and (b) any date on which the Revolving Commitments are reduced to zero or otherwise terminated pursuant to the terms hereof.

“Revolving Lender” means, as of any date of determination, a Lender with a Revolving Commitment or, if the Revolving Commitments have terminated or expired, a Lender with Revolving Credit Exposure.

“Revolving Loans” means a Loan made pursuant to Section 2.1(a).

“RFR Borrowing” means, as to any Borrowing, the RFR Loans comprising such Borrowing.

“RFR Loan” means a Loan that bears interest at a rate based on the Adjusted Daily Simple SOFR.

“Rolled Letters of Credit” means those letters of credit existing on the Effective Date and designated as such on Schedule 2.6, excluding the Specified Letters of Credit.

“S&P” means Standard & Poor’s Rating Services, a Standard & Poor’s Financial Services LLC business.

“Sale-Leaseback Transaction” means any arrangement whereby any Person shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease property that it intends to use for substantially the same purpose or purposes as the property sold or transferred.

“Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or target of any Sanctions (at the time of this Agreement, the following countries or territories are “Sanctioned Countries”: Crimea, Cuba, Iran, North Korea, Syria, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic and the non-Ukrainian government controlled areas of the Kherson and Zaporizhzhia regions of Ukraine).

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the United Nations Security Council, the European Union, any European Union member state, His Majesty’s Treasury of the United Kingdom or other relevant sanctions authority, (b) any Person operating, organized or resident in a Sanctioned Country, (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b), or (d) any Person otherwise the subject of any Sanctions, including vessels and aircraft, that are designated under any Sanctions program.

“Sanctions” means all 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 the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the United Nations Security Council, the European Union, any European Union member state, His Majesty’s Treasury of the United Kingdom or other relevant sanctions authority.

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“SEC” means the Securities and Exchange Commission of the United State of America.

“Security Trustee” has the meaning assigned thereto in Section 8.1(i).

“Secured Parties” means, collectively, the Administrative Agent, the Lenders, the Issuing Banks, the holders of any Specified Swap Agreement Obligations and the Specified Cash Management Providers.

“Singapore Dollars” means the lawful currency of the Republic of Singapore.

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

“SOFR Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website” means the NYFRB’s website, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“SOFR Determination Date” has the meaning specified in the definition of “Daily Simple SOFR”.

“SOFR Rate Day” has the meaning specified in the definition of “Daily Simple SOFR”.

“Solvent” means, as to any Person as of any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair saleable value of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts, including contingent debts, as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities, including contingent debts and liabilities, beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“South African Rands” means the lawful currency of the Republic of South Africa.

“Specified Cash Management Agreement” means any agreement providing for treasury, depositary, purchasing card, credit card or other cash management services, including in connection with any automated clearing house transfers of funds or any similar transactions, between (a) a Loan Party, on the one hand, and (b) any Specified Cash Management Provider, on the other hand.

“Specified Cash Management Obligations” means any and all obligations of any Loan Party, whether absolute or contingent and howsoever and whensoever created, arising, evidenced

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or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under any and all Specified Cash Management Agreements.

“Specified Cash Management Provider” means any Person that is the Administrative Agent or a Lender or an Affiliate of the Administrative Agent or a Lender at the time such Person enters into such agreement or transaction (regardless of whether such Person subsequently ceases to be the Administrative Agent or a Lender or an Affiliate of the Administrative Agent or a Lender).

“Specified Currency” means each of the following currencies: Australian Dollars, Canadian Dollars, Euros, Japanese Yen, New Zealand Dollars, Norwegian Kroner, Pound Sterling, Swedish Kronor, Swiss Francs, UAE Dirhams, Bangladeshi Takas, Brazilian Real, Philippine Pesos, Singapore Dollars, South African Rands and any other major currency as may be requested by the Company and agreed to by the Administrative Agent and each applicable Issuing Bank in its sole discretion, provided that such requested currency is a lawful currency that is readily available and freely transferable and convertible into Dollars; provided, further, that (w) neither Bangladeshi Takas nor Brazilian Real shall be a “Specified Currency” as to Wells Fargo in its capacity as an Issuing Bank, (x) none of Bangladeshi Takas, Brazilian Real, Philippine Pesos and UAE Dirhams shall be a “Specified Currency” as to Barclays Bank PLC in its capacity as an Issuing Bank, in each case, unless expressly consented to in writing by the applicable Issuing Bank after the date hereof in its sole discretion and (y) with respect to Issuing Banks that become Issuing Banks after the date hereof, the Borrower and such Issuing Bank may agree to exclude certain currencies from the “Specified Currencies” applicable to such Issuing Bank.

“Specified Letters of Credit” means each letter of credit issued prior to the Effective Date by JPMorgan Chase Bank, N.A., as issuing bank, and designated as such on Schedule 2.6.

“Specified Newbuild Guarantees” shall mean Indebtedness in the form of a Guarantee by the Borrower or any Restricted Subsidiary of Indebtedness of any non-Guarantor Restricted Subsidiary, Venture or Unrestricted Subsidiary, in each case to the extent such Guarantee is subordinated to the Obligations and/or subject to limitations on recourse in a manner reasonably satisfactory to the Administrative Agent.

“Specified Swap Agreement” means any Swap Agreement that is entered into between (a) any Loan Party, on the one hand and (b) any Person that is the Administrative Agent or a Lender or an Affiliate of the Administrative Agent or a Lender, on the other hand, at the time such Person enters into such Swap Agreement (regardless of whether such Person subsequently ceases to be the Administrative Agent or a Lender or an Affiliate of the Administrative Agent or a Lender).

“Specified Swap Agreement Obligations” means any and all obligations of any Loan Party, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (a) any and all Specified Swap Agreements, and (b) any and all cancellations, buy backs, reversals, terminations or assignments of any of the foregoing.

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“Spot Rate” means, subject to Section 9.22, for a Currency, the rate provided (either by publication or otherwise provided or made available to the Administrative Agent) by Thomson Reuters Corp. (or equivalent service chosen by the Administrative Agent in its reasonable discretion) as the spot rate for the purchase of such Currency with another currency at a time selected by the Administrative Agent in accordance with the procedures generally used by the Administrative Agent for syndicated credit facilities in which it acts as administrative agent.

“Standard Undertakings” means customary representations, warranties, covenants, indemnities, reimbursement obligations, performance undertakings, guarantees of performance, and similar customary payment obligations (in each case including customary limitations on liability) entered into by the Borrower or any of its Subsidiaries, whether joint and several or otherwise, which the Borrower has reasonably determined in good faith to be customary in a Permitted Factoring Arrangement.

“Subordinated Indebtedness” of a Person means any Indebtedness of such Person the payment of which is subordinated to payment of the Obligations or with respect to which the Liens securing such Indebtedness is junior to the Liens securing the Obligations, in either case to the written satisfaction of the Administrative Agent.

“Subsequent Transaction” has the meaning assigned to such term in Section 1.8.

“subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled by the parent and/or one or more subsidiaries of the parent.

“Subsidiary” means, unless stated otherwise, any subsidiary of the Borrower. For the avoidance of doubt, “Subsidiary” shall also include each Local Content Entity and each such entity’s respective Subsidiaries.

“Supported QFC” has the meaning assigned to it in Section 9.18.

“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement 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 similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or any of its Restricted Subsidiaries shall be a Swap Agreement.

“Swedish Kronor” means the lawful currency of the Kingdom of Sweden.

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“Swiss Francs” means the lawful currency of the Swiss Confederation.

“Synthetic Leases” means, in respect of any Person, all leases, including sale and leaseback transactions, which shall have been, or should have been, in accordance with GAAP, treated as operating leases on the financial statements of the Person liable (whether contingently or otherwise) for the payment of rent thereunder and which were properly treated as indebtedness for borrowed money for purposes of U.S. federal income taxes, if the lessee in respect thereof is obligated to either purchase for an amount in excess of, or pay upon early termination an amount in excess of, 80% of the residual value of the property subject to such operating lease upon expiration or early termination of such lease.

“Tax Receivable Agreement” means that certain Tax Receivable Agreement dated as of April 12, 2022, entered into by Parent, the Borrower, EE Holdings, the George Kaiser Family Foundation (or their Affiliates), and the other parties thereto.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), value added taxes, or any other goods and services, use or sales taxes, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Benchmark” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted Term SOFR Rate.

“Term Borrowing” means Term Loans of the same Type, made, converted or continued on the same date and, in the case of Term Benchmark Loans, as to which a single Interest Period is in effect.

“Term Lenders” means, as of any date of determination, Lenders having a Term Loan Commitment and/or outstanding Term Loans.

“Term Loan Commitment” means (a) as to any Term Lender, the commitment of such Term Lender to make Term Loans to the account of the Borrower hereunder on the applicable borrowing date as set forth in the Annex I or in the most recent Assignment and Assumption executed by such Term Lender, as applicable, and (b) as to all Term Lenders, the aggregate commitment of all Term Lenders to make Term Loans, which aggregate commitment shall be $250,000,000 on the Effective Date.

“Term Loan Facility” means the term loan facility established pursuant to Section 2.1(b).

“Term Loan Maturity Date” means the earlier of (a) March 17, 2027 and (b) the date of acceleration of the Term Loans pursuant to Article VII.

“Term Loan Percentage” means, with respect to any Term Lender at any time, the percentage of the total outstanding principal balance of the Term Loan Commitments and Term Loans represented by the outstanding principal balance of such Term Lender’s Term Loan Commitments and Term Loans. The Term Loan Percentage of each Term Lender as of the Effective Date is set forth opposite the name of such Lender on Annex I.

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“Term Loan Termination Date” means the earlier of (a) May 1, 2023 and (b) the termination of all remaining Term Loan Commitments pursuant to Section 7.2.

“Term Loans” means the Term Loans extended by the Term Lenders to the Borrower pursuant to Section 2.1(b) hereof.

“Term SOFR Determination Day” has the meaning assigned to it under the definition of Term SOFR Reference Rate.

“Term SOFR Rate” means, with respect to any Term Benchmark Borrowing denominated in Dollars and for any tenor comparable to the applicable Interest Period, the Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, two U.S. Government Securities Business Days prior to the commencement of such tenor comparable to the applicable Interest Period, as such rate is published by the CME Term SOFR Administrator.

“Term SOFR Reference Rate” means, for any day and time (such day, the “Term SOFR Determination Day”), with respect to any Term Benchmark Borrowing denominated in Dollars and for any tenor comparable to the applicable Interest Period, the rate per annum determined by the Administrative Agent as the forward-looking term rate based on SOFR. If by 5:00 pm (New York City time) on such Term SOFR Determination Day, the “Term SOFR Reference Rate” for the applicable tenor has not been published by the CME Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Rate has not occurred, then the Term SOFR Reference Rate for such Term SOFR Determination Day will be the Term SOFR Reference Rate as published in respect of the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate was published by the CME Term SOFR Administrator, so long as such first preceding Business Day is not more than five (5) Business Days prior to such Term SOFR Determination Day.

“Test Period” means, as of the last day of any fiscal quarter, the most recently ended period of four (4) consecutive fiscal quarters ending on such date; provided that with respect to any pro forma calculation of the Consolidated Total Leverage Ratio or Consolidated Interest Coverage Ratio pursuant to Section 6.4, Section 6.5, Section 6.7, or any other provision of this Agreement, “Test Period” means, as of any date of determination, the most recently ended period of four (4) consecutive fiscal quarters for which financial statements have been delivered to the Administrative Agent pursuant to Section 5.1(a) or (b), as applicable.

“Total Assets” means, as of any date of determination, the aggregate book value of the assets of the Borrower and its Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP, as of such date.

“Total Credit Exposure” means, as to any Lender at any time, the unused Commitments, Revolving Credit Exposure and outstanding Term Loans of such Lender at such time.

“Total Revolving Credit Exposure” means, at any time, the sum of (a) the outstanding principal amount of the Revolving Loans at such time and (b) the total LC Exposure at such time.

“Transactions” means the execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents and the payment of all fees, costs and expenses in

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connection therewith, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted Term SOFR Rate or the Alternate Base Rate.

“UAE Dirhams” means the lawful currency of the United Arab Emirates.

“UK Financial Institutions” 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.

“Unrestricted Subsidiary” means, (a) as of the Effective Date, each Subsidiary set forth on Schedule 5.14 and (b) after the Effective Date, any Subsidiary designated as an Unrestricted Subsidiary in accordance with Section 5.14 (unless and until such Subsidiary is thereafter designated as a Restricted Subsidiary pursuant to Section 5.14).

“Upfront Fee Letter” means that certain Upfront Fee Letter dated on the Effective Date by and among Wells Fargo Securities, LLC, Wells Fargo, the Borrower and Parent.

“U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) 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. Person” means a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“U.S. Special Resolution Regime” has the meaning assigned to it in Section 9.18.

“U.S. Tax Compliance Certificate” has the meaning assigned to such term in Section 2.18(f)(ii)(B)(3).

“Valuation” means, in relation to a Collateral Vessel, the written valuation of that Collateral Vessel, expressed in Dollars and prepared by one of the Approved Appraisers to be nominated by the Borrower or the Administrative Agent, as applicable. Each such valuation required under this Agreement shall be (i) requested by the Borrower to be made available to the Administrative Agent on a reliance basis (without material incremental cost to the Borrower), it

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being understood that so long as the Borrower has made such request to the Approved Appraiser in writing disclosing that such Valuation is being provided to the Administrative Agent for purposes of this Agreement, the denial of such request by such Approved Appraiser shall be deemed to satisfy this clause (i), and (ii) prepared at the Borrower’s expense on the basis of a sale for prompt delivery for cash at arm’s length on normal commercial terms as between a willing buyer and a willing seller without the benefit of any charterparty or other engagement.

“Venture” has the meaning assigned to it in Section 6.5(d).

“Vessel” means (a) any floating storage and regasification unit, (b) any liquefied natural gas carrier vessel and (c) any other type vessel involved in the LNG transportation, storage and regasification industry.

“Wells Fargo” means Wells Fargo Bank, N.A., a national banking association.

“Wholly-Owned Subsidiary” means (a) any Subsidiary of which all of the outstanding Equity Interests (other than any directors’ qualifying shares under applicable law), on a fully-diluted basis, are owned by the Borrower and/ or one or more of the Wholly-Owned Subsidiaries or (b) any Subsidiary that is organized in a jurisdiction and is required by the applicable laws and regulations of such jurisdiction to be partially owned by the government of such jurisdiction or individual or corporate citizens of such jurisdiction, provided that the Borrower, directly or indirectly, owns the remaining Equity Interests in such Subsidiary and, by contract or otherwise, controls the management and business of such Subsidiary and derives economic benefits of ownership of such Subsidiary to substantially the same extent as if such Subsidiary were a Wholly-Owned Subsidiary.

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“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.

Section 1.2 Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a “Term Benchmark Loan”) or by Class and Type (e.g., a “Term Benchmark Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving Borrowing”) or by

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Type (e.g., a “Term Benchmark Borrowing”) or by Class and Type (e.g., a “Term Benchmark Revolving Borrowing”).

Section 1.3 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law, rule or regulation herein shall, unless otherwise specified, refer to such law, rule or regulation as amended, modified or supplemented from time to time and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

Section 1.4 Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to (i) any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein and (ii) any treatment of Indebtedness under Accounting Standards Codification 470-20 or 2015-03 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof.

Section 1.5 Interest Rates; Benchmark Notification. The interest rate on a Loan denominated in dollars may be derived from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event, Section 2.15(b) provides a mechanism for determining an

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alternative rate of interest. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission, performance or any other matter related to any interest rate used in this Agreement, or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the existing interest rate being replaced or have the same volume or liquidity as did any existing interest rate prior to its discontinuance or unavailability. The Administrative Agent and its affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate used in this Agreement or any alternative, successor or alternative rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Section 1.6 Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter of Credit available to be drawn at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Letter of Credit Agreement related thereto, provides for one or more automatic increases in the available amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is available to be drawn at such time.

Section 1.7 Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized and acquired on the first date of its existence by the holders of its Equity Interests at such time.

Section 1.8 Limited Condition Acquisition. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then, following such date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the definitive agreement for such Limited Condition Acquisition is terminated, in connection with any subsequent determination of the existence of an Event of Default or calculation of any ratio or basket with respect to any subsequent incurrence of Indebtedness, Liens or other transaction (a “Subsequent Transaction”) on or following such date of the execution of the definitive agreement and prior to the earlier of the date on which such acquisition or Investment is consummated or such definitive agreement is terminated or expires without consummation of such acquisition or Investment, for purposes of determining whether such Subsequent Transaction is permitted, at the Borrower’s

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option elected in writing delivered to the Administrative Agent, any such ratio or basket shall be required to be satisfied on a pro forma basis assuming such Limited Condition Acquisition and other pro forma transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated. For the avoidance of doubt, at the election of the Borrower in writing delivered to the Administrative Agent, if any of the ratios, baskets, representations and warranties or Events of Default for which compliance was determined or tested as of the date a Limited Condition Acquisition Agreement is entered into in accordance with the prior sentence would thereafter have failed to have been satisfied as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated EBITDA, as applicable, at or prior to the consummation of the relevant Limited Condition Acquisition, such baskets, ratios, representations and warranties or Events of Default will not be deemed to have failed to have been satisfied as a result of such fluctuations. Notwithstanding the foregoing, the Borrower may not exercise the options provided under this Section 1.8 for more than one Limited Condition Acquisition at any time outstanding.

ARTICLE II

THE CREDITS

Section 2.1 Commitments. Subject to the terms and conditions set forth herein:

(a) each Revolving Lender severally (and not jointly) agrees to make Revolving Loans in Dollars to the Borrower from time to time during the applicable Availability Period in an aggregate principal amount that will not (after giving effect to any application of proceeds of such Borrowing pursuant to Section 2.11) result in (i) such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment (other than Wells Fargo’s L/C Exposure in respect of the Backstop Letters of Credit) or (ii) the Total Revolving Credit Exposure exceeding the aggregate Revolving Commitments (other than Wells Fargo’s L/C Exposure in respect of the Backstop Letters of Credit);

(b) each Term Lender severally (and not jointly) agrees to make a Term Loan to the Borrower in a single Borrowing during the applicable Availability Period, in an amount equal to such Lender’s Term Loan Commitment. Any undrawn portion of the Term Loan Commitment of each Term Lender shall automatically terminate and be reduced to zero immediately after the initial Borrowing of the Term Loan; and

(c) Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed.

Section 2.2 Loans and Borrowings.

(a) Each Loan shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the Lenders ratably in accordance with their respective Commitments of the applicable Class. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

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(b) Subject to Section 2.15, each Revolving Borrowing and Term Loan Borrowing shall be comprised entirely of ABR Loans or Term Benchmark Loans, as the Borrower may request in accordance herewith. Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

(c) At the commencement of each Interest Period for any Term Benchmark Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $500,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $500,000; provided that an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.6(e). Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of eight (8) Term Benchmark Borrowings outstanding.

(d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the applicable Maturity Date.

(e) After giving effect to this Agreement and any Loans made on the Effective Date, (i) each Revolving Lender who holds Revolving Loans in an aggregate amount less than its Revolving Credit Applicable Percentage (after giving effect to this Agreement) of all Revolving Loans shall advance new Revolving Loans that shall be disbursed to the Administrative Agent and used to repay Revolving Loans outstanding to each Revolving Lender who holds Revolving Loans in an aggregate amount greater than its Revolving Credit Applicable Percentage of Revolving Loans, (ii) each Revolving Lender’s participation in each Letter of Credit, if any, shall be automatically adjusted to equal its Revolving Credit Applicable Percentage (after giving effect to this Agreement), and (iii) such other adjustments shall be made as the Administrative Agent shall specify so that each Lender’s Revolving Credit Exposure equals its Revolving Credit Applicable Percentage (after giving effect to this Agreement) of the aggregate Revolving Credit Loans of all Lenders. For the avoidance of doubt, payments effected between or among the Lenders pursuant to this Section 2.2(e) shall not be subject to the provisions of Section 2.19.

Section 2.3 Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by submitting a Borrowing Request (a) in the case of a Term Benchmark Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing or RFR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of the proposed Borrowing; provided that any such notice of an ABR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.6(e) may be given not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such Borrowing Request shall be irrevocable and shall be signed by a Responsible Officer of the Borrower. Each such Borrowing Request shall specify the following information in compliance with Section 2.2:

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(i) the aggregate amount of the requested Borrowing;

(ii) the date of such Borrowing, which shall be a Business Day;

(iii) whether such Borrowing is to be an ABR Borrowing, a Term Benchmark Borrowing or, if applicable, an RFR Borrowing;

(iv) in the case of a Term Benchmark Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and

(v) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.7.

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Term Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one (1) month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Section 2.4 [Reserved].

Section 2.5 [Reserved].

Section 2.6 Letters of Credit.

(a) General. Subject to the terms and conditions set forth herein, the Borrower may request any Issuing Bank to issue Letters of Credit (the stated amount of which may be denominated in Dollars or in any Specified Currency) as the applicant thereof for the support of its or any of its Restricted Subsidiaries’ and, subject to Section 2.6(k), Unrestricted Subsidiaries’ and Ventures’, obligations, in a form reasonably acceptable to such Issuing Bank, at any time and from time to time during the applicable Availability Period.

(b) Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the respective Issuing Bank) to an Issuing Bank selected by it and to the Administrative Agent (reasonably in advance of the requested date of issuance, amendment or extension, but in any event no less than three (3) Business Days) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with Section 2.6(c) below), the currency denomination and stated amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. In addition, as a condition to any such Letter of Credit issuance, the Borrower shall have (x) entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or

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shall submit a letter of credit application, in each case, as required by the respective Issuing Bank and using such Issuing Bank’s standard form (each, a “Letter of Credit Agreement”) and (y) delivered to the applicable Issuing Bank all information and documentation reasonably requested by such Issuing Bank for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Agreement, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (1) (x) the Dollar Equivalent of the aggregate undrawn amount of all outstanding Letters of Credit issued by any Issuing Bank at such time plus (y) the Dollar Equivalent of the aggregate amount of all LC Disbursements made by such Issuing Bank that have not yet been reimbursed by or on behalf of the Borrower at such time shall not exceed its Letter of Credit Commitment, (2) the total LC Exposure shall not exceed the total Letter of Credit Commitments, (3) the total LC Exposure shall not exceed the aggregate Revolving Commitments (other than Wells Fargo’s L/C Exposure in respect of the Backstop Letters of Credit), (4) no Revolving Lender’s Revolving Credit Exposure shall exceed its Revolving Commitment (other than Wells Fargo’s L/C Exposure in respect of the Backstop Letters of Credit), and (5) the Total Revolving Credit Exposure shall not exceed the aggregate Revolving Commitments (other than Wells Fargo’s L/C Exposure in respect of the Backstop Letters of Credit). The Borrower may, at any time and from time to time, reduce the Letter of Credit Commitment of any Issuing Bank with the consent of such Issuing Bank; provided that the Borrower shall not reduce the Letter of Credit Commitment of any Issuing Bank if, after giving effect of such reduction, the conditions set forth in the foregoing clauses (i) through (iii) above shall not be satisfied.

An Issuing Bank shall not be under any obligation to issue, amend or extend any Letter of Credit if:

(i) the proceeds of such Letter of Credit would be made available to any Person (A) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is a Sanctioned Country or (B) in any manner that would result in a violation of any Sanctions by any party to this Agreement,

(ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing, amending or extending such Letter of Credit, or any law applicable to such Issuing Bank shall prohibit, or require that such Issuing Bank refrain from, the issuance, amendment or extension of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital or liquidity requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense that was not applicable on the Effective Date and that such Issuing Bank in good faith deems material to it; or

(iii) the issuance, amendment or extension of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally.

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(c) Expiration Date. Each Letter of Credit shall expire (or be subject to termination or non-renewal by notice from the applicable Issuing Bank to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date one (1) year after the date of the issuance of such Letter of Credit (or, in the case of any extension of the expiration date thereof, one (1) year after such extension) and (ii) the date that is five (5) Business Days prior to the Revolving Credit Maturity Date; provided, that if the Borrower so requests, the relevant Issuing Bank shall agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided that (A) any such Auto-Renewal Letter of Credit must permit such Issuing Bank to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued (and such Issuing Bank shall give such notice of non-renewal to the beneficiary if so directed by the Borrower) and (B) such Issuing Bank will not permit the renewal of any Letter of Credit that would result in the expiration date of such Letter of Credit being later than the date that is five (5) Business Days prior to the Revolving Credit Maturity Date. Unless otherwise notified in writing to the Borrower by the applicable Issuing Bank, the Borrower shall not be required to make a specific request to such Issuing Bank for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than the earlier of (x) one (1) year from the date of such renewal and (y) the date that is five (5) Business Days prior to the Revolving Credit Maturity Date; provided that the Issuing Bank shall not permit any such renewal if (i) the Issuing Bank has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of this Section 2.6 or otherwise), or (ii) it has received notice from the Administrative Agent, any Revolving Lender or the Borrower that one or more of the applicable conditions specified in Section 4.2 are not then satisfied.

(d) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount or extending the term thereof) and without any further action on the part of the applicable Issuing Bank or the Revolving Lenders, such Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Revolving Credit Applicable Percentage of the aggregate amount (after converting, if necessary, such amount into Dollars using the applicable Spot Rate in effect on such date) available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the respective Issuing Bank, such Revolving Lender’s Revolving Credit Applicable Percentage of each LC Disbursement (after converting, if necessary, such amount into Dollars using the applicable Spot Rate in effect on such date) made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in Section 2.6(e), or of any reimbursement payment required to be refunded to the Borrower for any reason, including after the Revolving Credit Maturity Date. Each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the

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Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(e) Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to (in Dollars or the applicable Specified Currency at the request of the applicable Issuing Bank) such LC Disbursement not later than 12:00 noon, New York City time, on the Business Day immediately following the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 12:00 noon, New York City time, on the Business Day immediately following the day that the Borrower receives such notice; provided that if such LC Disbursement is not less than $500,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.3 that such payment be financed with an ABR Revolving Borrowing in an equivalent amount (after converting, if necessary, such amount into Dollars using the applicable Spot Rate in effect on such date), to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Revolving Lender’s Revolving Credit Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent in Dollars its Revolving Credit Applicable Percentage of the payment (after converting, if necessary, such amount into Dollars using the applicable Spot Rate in effect on such date) then due from the Borrower, in the same manner as provided in Section 2.7 with respect to Loans made by such Lender (and Section 2.7 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment (after converting, if necessary, such amount into Dollars using the applicable Spot Rate in effect on such date) to the respective Issuing Bank in Dollars or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

(f) Obligations Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided in Section 2.6(e) shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit, any Letter of Credit Agreement or this Agreement, or any term or provision therein or herein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the respective Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might,

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but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. Neither the Administrative Agent, the Revolving Lenders nor any Issuing Bank, nor any of their respective Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms, any error in translation or any consequence arising from causes beyond the control of the respective Issuing Bank; provided that the foregoing shall not be construed to excuse an Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by such Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of an Issuing Bank (as finally determined by a court of competent jurisdiction), such Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, an Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(g) Disbursement Procedures. The Issuing Bank for any Letter of Credit shall, within the time allowed by applicable law or the specific terms of the Letter of Credit following its receipt thereof, examine all documents purporting to represent a demand for payment under such Letter of Credit. Such Issuing Bank shall promptly after such examination notify the Administrative Agent and the Borrower by telephone (confirmed by telecopy or electronic mail) of such demand for payment if such Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse such Issuing Bank and the Revolving Lenders with respect to any such LC Disbursement.

(h) Interim Interest. If the Issuing Bank for any Letter of Credit shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the reimbursement is due and payable at the rate per annum then applicable to ABR Revolving Loans and such interest shall be due and payable on the date when such reimbursement is payable; provided that, if the Borrower fails to reimburse such LC Disbursement when due pursuant to Section 2.6(e), then Section 2.14(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account of such Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to Section 2.6(e) to reimburse such Issuing Bank for such LC Disbursement shall be for the account of such Lender to the extent of such payment.

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(i) Replacement and Resignation of an Issuing Bank.

(i) An Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Revolving Lenders of any such replacement of an Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.13(b). From and after the effective date of any such replacement, (x) the successor Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued by it thereafter and (y) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous or existing Issuing Bank, or to such successor and all previous and existing Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit then outstanding and issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit or extend or otherwise amend any existing Letter of Credit.

(ii) Subject to the appointment and acceptance of a successor Issuing Bank, any Issuing Bank may resign as an Issuing Bank at any time upon thirty (30) days’ prior written notice to the Administrative Agent, the Borrower and the Revolving Lenders, in which case, such resigning Issuing Bank shall be replaced in accordance with Section 2.6(i)(i) above.

(j) Cash Collateralization.

(i) If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Revolving Loans has been accelerated, Revolving Lenders with LC Exposure representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account or accounts with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders (the “Collateral Account”), an amount in cash equal to 105% of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in Section 7.1(h) or (i). Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. In addition, and without limiting the foregoing or Section 2.6(c), if any LC Exposure remains outstanding after the expiration date specified in said Section 2.6(c), but without duplication of amounts deposited pursuant to the foregoing, the Borrower shall immediately deposit into the Collateral Account an amount in cash equal to 105% of such LC Exposure as of such date plus any accrued and unpaid interest thereon.

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(ii) The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the Collateral Account and the Borrower hereby grants the Administrative Agent a security interest in the Collateral Account and all money or other assets on deposit therein or credited thereto. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the Collateral Account. Moneys in the Collateral Account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed, together with related fees, costs and customary processing charges, and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Revolving Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy other Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within two (2) Business Days after all Events of Default have been cured or waived.

(k) Letters of Credit Issued for Account of Subsidiaries and Ventures. If after giving pro forma effect to the issuance of any Letter of Credit (assuming for purposes of this Section 2.6(k) that the issuance of such Letter of Credit constitutes an Investment in the applicable Unrestricted Subsidiary or Venture in an amount equal to the stated amount of such Letter of Credit), such Investment would be permitted under Section 6.5, Letters of Credit may be issued for the account of Unrestricted Subsidiaries and Ventures hereunder in respect of obligations (other than Indebtedness for borrowed money) of such Unrestricted Subsidiary or Venture arising in the ordinary course of business. Notwithstanding that a Letter of Credit issued or outstanding hereunder supports any obligations of, or is for the account of, a Restricted Subsidiary or an Unrestricted Subsidiary or Venture, or states that a Restricted Subsidiary or an Unrestricted Subsidiary or Venture is the “account party,” “applicant,” “customer,” “instructing party,” or the like of or for such Letter of Credit, and without derogating from any rights of the applicable Issuing Bank (whether arising by contract, at law, in equity or otherwise) against such Restricted Subsidiary or Unrestricted Subsidiary or Venture in respect of such Letter of Credit, the Borrower (i) shall reimburse, indemnify and compensate the applicable Issuing Bank hereunder for such Letter of Credit (including to reimburse any and all drawings thereunder) as if such Letter of Credit had been issued solely for the account of the Borrower and (ii) irrevocably waives any and all defenses that might otherwise be available to it as a guarantor or surety of any or all of the obligations of such Restricted Subsidiary or Unrestricted Subsidiary or Venture in respect of such Letter of Credit. The Borrower hereby acknowledges that the issuance of such Letters of Credit for its Ventures, Restricted Subsidiaries and Unrestricted Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Ventures, Restricted Subsidiaries and Unrestricted Subsidiaries.

(l) Rolled Letters of Credit. On the Effective Date, each Rolled Letter of Credit will be deemed issued under this Agreement without need for any request by the Borrower.

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Section 2.7 Funding of Borrowings.

(a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof solely by wire transfer of immediately available funds, by 12:00 noon, New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders in an amount equal to such Lender’s Applicable Percentage of such Loan. Except in respect of the provisions of this Agreement covering the reimbursement of Letters of Credit, the Administrative Agent will make such Loans available to the Borrower by promptly crediting the funds so received in the aforesaid account of the Administrative Agent to an account of the Borrower and designated by the Borrower in the applicable Borrowing Request; provided that ABR Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.6(e) shall be remitted by the Administrative Agent to the applicable Issuing Bank.

(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.7(a) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

Section 2.8 Interest Elections.

(a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Term Benchmark Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Term Benchmark Borrowing, may elect Interest Periods therefor, all as provided in this Section 2.8. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.

(b) To make an election pursuant to this Section 2.8, the Borrower shall notify the Administrative Agent of such election by the time that a Borrowing Request would be required under Section 2.3 if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such Interest Election Request shall be irrevocable and shall be signed by a Responsible Officer of the Borrower.

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(c) Each Interest Election Request shall be substantially in the form of Exhibit C and shall specify the following information in compliance with Section 2.2:

(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be an ABR Borrowing or a Term Benchmark Borrowing or, if appliable, an RFR Borrowing; and

(iv) if the resulting Borrowing is a Term Benchmark Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.

If any such Interest Election Request requests a Term Benchmark Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e) If the Borrower fails to deliver a timely Interest Election Request with respect to a Term Benchmark Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be deemed to have an Interest Period that is one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a Term Benchmark Borrowing or an RFR Borrowing and (ii) unless repaid, each Term Benchmark Borrowing or each RFR Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

Section 2.9 Termination and Reduction of Commitments.

(a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., New York time, on the Term Loan Termination Date, and (ii) the Revolving Commitments shall terminate on the Revolving Credit Maturity Date.

(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $5,000,000 and not less than $10,000,000 and (ii) the

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Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.12, any Revolving Lender’s Revolving Credit Exposure would exceed its Revolving Commitment.

(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under Section 2.9(b) at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.9(c) shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or specified transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class pursuant to this Section 2.9(c) shall be permanent and may not be reinstated. Each reduction of the Commitments of any Class pursuant to this Section 2.9(c) shall be made ratably among the Revolving Lenders in accordance with their respective Revolving Credit Applicable Percentages.

Section 2.10 Repayment and Amortization of Loans; Evidence of Indebtedness.

(a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan on the Revolving Credit Maturity Date. The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Term Lender the then unpaid principal amount of each Term Loan on the Term Loan Maturity Date. In addition, the Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Term Lender, in quarterly installments due on the last Business Day of each fiscal quarter during the term hereof, commencing with the first full fiscal quarter ending after the initial Borrowing of the Term Loan, (i) with respect to each such installment through and including the fiscal quarter ending on June 30, 2024, in an amount equal to 1.875% of the principal amount of the Term Loan on the initial Borrowing thereof, and (ii) with respect to each such installment for each fiscal quarter thereafter, in an amount equal to 2.50% of the principal amount of the Term Loan on the initial Borrowing thereof.

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

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(d) The entries made in the accounts maintained pursuant to Section 2.10(b) or (c) shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.

(e) Any Lender may request that Loans made by it be evidenced by a promissory note substantially in the form of Exhibit D-1 or Exhibit D-2, as applicable, or such other form approved by the Administrative Agent (each, a “Note”). In such event, the Borrower shall prepare, execute and deliver to such Lender a Note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns). Thereafter, the Loans evidenced by such Note and interest thereon shall at all times (including after assignment pursuant to Section 9.4) be represented by one or more Notes in such form.

Section 2.11 Optional Prepayments.

(a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with Section 2.11(b).

(b) The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy or electronic mail) of any prepayment hereunder (i) in the case of prepayment of a Term Benchmark Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.2. Each prepayment of a Borrowing pursuant to this Section 2.11 shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments pursuant to this Section 2.11 shall be accompanied by accrued interest to the extent required by Section 2.14 and any break funding payments required by Section 2.17.

Section 2.12 Mandatory Prepayments.

(a) Revolving Loans.

(i) If, after giving effect to any termination or reduction of the Revolving Commitments, the Total Revolving Credit Exposure exceeds the Revolving Commitments then in effect, then the Borrower shall (A) prepay Revolving Loans on the date of such termination or reduction in an aggregate principal amount sufficient to eliminate such excess and (B) if any such excess remains after prepaying all of the

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Revolving Borrowings as a result of any LC Exposure, pay to the Administrative Agent, on behalf of the Lenders, cash collateral, as provided in Section 2.6(j), in respect of LC Exposure existing at such time in an aggregate amount sufficient to eliminate such remaining excess.

(ii) If, as of June 30 and December 31 of each year, (or if such day is not a Business Day, the immediately preceding Business Day) (each such date, an “Excess Cash Test Date”), (A) Revolving Loans are outstanding and(B) Available Cash as of such Excess Cash Test Date exceeds $100,000,000 (any such excess, “Excess Cash”), then the Borrower shall notify the Administrative Agent thereof in accordance with Section 5.1(g) and the Borrower shall prepay, within five (5) Business Days after such Excess Cash Test Date, Revolving Loans in an aggregate principal amount equal to the lesser of (A) the Excess Cash as of such Excess Cash Test Date and (B) the aggregate principal amount of Revolving Loans then outstanding.

(b) Term Loans. If the Borrower or any Restricted Subsidiary issues or incurs any (i) Indebtedness to refinance all or any portion of the Term Loan, or (ii) Indebtedness for borrowed money not otherwise permitted hereunder, then the Borrower shall prepay the Term Loans (together with any accrued interest thereon) in amount equal to one hundred percent (100%) of the Net Cash Proceeds of such Indebtedness within one (1) Business Days of receipt of such Net Cash Proceeds. For the avoidance of doubt, nothing in this paragraph is intended to permit any Loan Party to incur Indebtedness other than as permitted in Section 6.1 of this Agreement.

(c) Asset Sales and Events of Loss. Promptly (but in any event within three (3) Business Days) following the receipt by the Borrower or any Restricted Subsidiary of any Net Cash Proceeds from any Asset Sale or any Event of Loss, in each case, in excess of (i) $10,000,000 for any single Asset Sale or Event of Loss and (ii) $25,000,000 in the aggregate for all such Asset Sales and Events of Loss during the term of this Agreement, the Borrower shall prepay Loans in an aggregate principal amount equal to 100% of such Net Cash Proceeds unless, within three (3) Business Days of receiving such Net Cash Proceeds, the Borrower notifies the Administrative Agent in writing of the intent of one or more Loan Parties or Restricted Subsidiaries to reinvest all or a portion of such Net Cash Proceeds in one or more Related Business Assets (or in the case of any such Net Cash Proceeds committed to be provided as Additional Vessel Security pursuant to Section 6.10(d)(iii), in a replacement Vessel committed to be provided as Additional Vessel Security) within the relevant Designated Reinvestment Period following receipt of such Net Cash Proceeds; provided that (x) no Event of Default shall have occurred and be continuing at the time of the application of such Net Cash Proceeds for such reinvestment, and (y) any such Net Cash Proceeds not actually reinvested within the relevant Designated Reinvestment Period in accordance with the foregoing shall be promptly applied by the Borrower to prepay the Loans in accordance with this Section 2.12(b) after the end of such Designated Reinvestment Period. Notwithstanding anything to the contrary herein, all such amounts prepaid by the Borrower pursuant to this Section 2.12(c) shall be applied, first to prepay the Term Loans (to be applied to installments of the Term Loans in reverse order of maturity) and second to prepay the Revolving Loans without a corresponding reduction in the Revolving Commitments, to pay outstanding LC Exposure resulting from LC Disbursements and to cash collateralize all other outstanding LC Exposure.

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(d) Any mandatory prepayment of Loans pursuant hereto shall not be limited by the notice or minimum prepayment requirements set forth in Section 2.11. Except as otherwise provided by Section 2.9(c), any prepayment or cash collateralization pursuant to this Section 2.12 shall be made without any corresponding reduction to the Commitments. Each prepayment of a Borrowing pursuant to this Section 2.12 shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments pursuant to this Section 2.12 shall be accompanied by accrued interest to the extent required by Section 2.14 and any break funding payments required by Section 2.17 (it being understood that the amount required to prepay shall be applied first to such interest and break funding payments and the balance to principal).

Section 2.13 Fees.

(a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee, which shall accrue at the Commitment Fee Rate on the daily amount of the unused portion of each Revolving Lender’s Revolving Commitment during the period from and including the Effective Date to but excluding the date on which such Revolving Commitment terminates. Commitment fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the fifteenth (15^th) day following such last day and on the date on which the Revolving Commitments terminate, commencing on July 15, 2023 for such fees accrued through June 30, 2023 (it being understood that fees accrued through March 31, 2023 shall be paid on such date). All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day and the last day of each period but excluding the date on which the Revolving Commitments terminate).

(b) The Borrower agrees to pay (i) to the Administrative Agent, for the account of each Revolving Lender, a participation fee with respect to its participations in each outstanding Letter of Credit, which shall accrue on the Dollar Equivalent of the daily maximum stated amount then available to be drawn under such Letter of Credit at the same Applicable Rate used to determine the interest rate applicable to Term Benchmark Revolving Loans, during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank for its own account a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate of 0.125% per annum on the Dollar Equivalent of the daily maximum stated amount then available to be drawn under such Letter of Credit, during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure with respect to Letters of Credit issued by such Issuing Bank, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment or extension of any Letter of Credit and other processing fees, and other standard costs and charges, of such Issuing Bank relating the Letters of Credit as from time to time in effect. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the fifteenth (15^th) day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand (and if no such demand is made, payable in arrears on the fifteenth (15^th) day after the end of each calendar quarter). Any

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other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For any Letter of Credit issued with a stated amount in any Specified Currency, the fees shall be converted into Dollars using the applicable Spot Rate.

(c) The Borrower agrees to pay to the Administrative Agent, for its own account, fees in the amounts and at the times identified in the Agent Fee Letter.

(d) The Borrower agrees to pay to the Administrative Agent, for the respective accounts of the Arrangers, arrangement fees payable in the amounts and at the times separately identified in the Passive JLA Fee Letter.

(e) The Borrower agrees to pay to the Administrative Agent, for the respective benefit of the Lenders, upfront fees in the amounts and at the times identified in the Upfront Fee Letter.

(f) All fees payable hereunder shall be paid on the dates due, in dollars in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Section 2.14 Interest.

(a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Rate.

(b) The Loans comprising each Term Benchmark Borrowing shall bear interest in the case of a Term Benchmark Loan, at the Adjusted Term SOFR Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.

(c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.0% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.14 or (ii) in the case of any other amount, 2.0% plus the rate applicable to ABR Loans as provided in Section 2.14(a).

(d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitments; provided that (i) default interest accrued pursuant to Section 2.14(c) shall be payable on demand (and, if no such demand is made, payable in arrears on the fifteenth (15^th) day after the end of each calendar quarter), (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the applicable Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Term Benchmark Loan prior to the end of the current

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Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(e) Interest computed by reference to the Term SOFR Rate hereunder shall be computed on the basis of a year of 360 days. Interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year). In each case interest shall be payable for the actual number of days elapsed (including the first day but excluding the last day). All interest hereunder on any Loan shall be computed on a daily basis based upon the outstanding principal amount of such Loan as of the applicable date of determination. The applicable Alternate Base Rate, Adjusted Term SOFR Rate, Term SOFR Rate, Adjusted Daily Simple SOFR or Daily Simple SOFR shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Section 2.15 Alternate Rate of Interest.

(a) Subject to clauses (b), (c), (d), (e) and (f) of this Section 2.15, if:

(i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) (A) prior to the commencement of any Interest Period for a Term Benchmark Borrowing, that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR Rate or the Term SOFR Rate (including because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest Period or (B) at any time, that adequate and reasonable means do not exist for ascertaining the applicable Adjusted Daily Simple SOFR, Daily Simple SOFR; or

(ii) the Administrative Agent is advised by the Required Lenders that (A) prior to the commencement of any Interest Period for a Term Benchmark Borrowing, the Adjusted Term SOFR Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period or (B) at any time, Adjusted Daily Simple SOFR will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing;

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until (x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Interest Election Request in accordance with the terms of Section 2.8 or a new Borrowing Request in accordance with the terms of Section 2.3, any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Term Benchmark Borrowing and any Borrowing Request that requests a Term Benchmark Borrowing shall instead be deemed to be an Interest Election Request or a Borrowing Request, as applicable, for (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not also the subject of Section 2.15(a)(i) or (ii) above or (y) an ABR Borrowing if the Adjusted Daily Simple SOFR also is the subject of Section 2.15(a)(i) or (ii) above; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then all other Types of Borrowings shall be

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permitted. Furthermore, if any Term Benchmark Loan or RFR Loan is outstanding on the date of the Borrower’s receipt of the notice from the Administrative Agent referred to in this Section 2.15(a) with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until (x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Interest Election Request in accordance with the terms of Section 2.8 or a new Borrowing Request in accordance with the terms of Section 2.3, any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute, (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not also the subject of Section 2.15(a)(i) or (ii) above or (y) an ABR Loan if the Adjusted Daily Simple SOFR also is the subject of Section 2.15(a)(i) or (ii) above, on such day.

(b) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Swap Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 2.15), if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5^th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders

(c) Notwithstanding anything to the contrary herein or in any other Loan Document, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

(d) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.15, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event,

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circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.15.

(e) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(f) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Term Benchmark Borrowing of, conversion to or continuation of Term Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any request for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to (i) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (ii) an ABR Borrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR. Furthermore, if any Term Benchmark Loan or RFR Loan is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 2.15, any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute, (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) an ABR Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day.

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Section 2.16 Increased Costs.

(a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted Term SOFR Rate) or Issuing Bank;

(ii) impose on any Lender or Issuing Bank or the applicable offshore interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or

(iii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;

and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, continuing, converting or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, such Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender, such Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender, such Issuing Bank or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, such Issuing Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

(b) If any Lender or Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or Issuing Bank’s policies and the policies of such Lender’s or Issuing Bank’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrower will pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company for any such reduction suffered.

(c) A certificate of a Lender or Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or Issuing Bank or its holding company, as the case may be, as specified in Section 2.16(a) or (b) shall be delivered to the Borrower and shall be

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conclusive absent manifest error. The Borrower shall pay such Lender or Issuing Bank, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

(d) Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section 2.16 shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Bank pursuant to this Section 2.16 for any increased costs or reductions incurred more than 270 days prior to the date that such Lender or Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

Section 2.17 Break Funding Payments.

(a) With respect to Loans that are not RFR Loans, in the event of (i) the payment of any principal of any Term Benchmark Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default or an optional or mandatory prepayment of Loans), (ii) the conversion of any Term Benchmark Loan other than on the last day of the Interest Period applicable thereto, (iii) the failure to borrow, convert, continue or prepay any Term Benchmark Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(b) and is revoked in accordance therewith) or (iv) the assignment of any Term Benchmark Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.20, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.

(b) With respect to RFR Loans, in the event of (i) the payment of any principal of any RFR Loan other than on the Interest Payment Date applicable thereto (including as a result of an Event of Default or an optional or mandatory prepayment of Loans), (ii) the failure to borrow or prepay any RFR Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(b) and is revoked in accordance therewith) or (iii) the assignment of any RFR Loan other than on the Interest Payment Date applicable thereto as a result of a request by the Borrower pursuant to Section 2.20, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.

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Section 2.18 Withholding of Taxes; Gross-Up.

(a) Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b) Payment of Other Taxes by the Loan Parties. The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for, Other Taxes.

(c) Evidence of Payments. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section 2.18, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(d) Indemnification by the Loan Parties. The Loan Parties shall jointly and severally indemnify each Recipient, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.18) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(e) Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.4(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive

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absent manifest error. Each Lender hereby authorizes the Administrative Agent to setoff and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this Section 2.18(e).

(f) Status of Lenders.

(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.18(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person,

(A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), an executed copy of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, an executed copy of IRS Form W-8BEN-E or IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest”

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article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN-E or IRS Form W-8BEN, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2) in the case of a Foreign Lender claiming that its extension of credit will generate U.S. effectively connected income, an executed copy of IRS Form W-8ECI;

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit E-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) an executed copy of IRS Form W-8BEN-E or IRS Form W-8BEN, as applicable; or

(4) to the extent a Foreign Lender is not the beneficial owner, an executed copy of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit E-2 or Exhibit E-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit E-4 on behalf of each such direct and indirect partner;

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as

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applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

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.

(g) Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.18 (including by the payment of additional amounts pursuant to this Section 2.18), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.18 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this Section 2.18(g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 2.18(g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 2.18(g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(h) Survival. Each party’s obligations under this Section 2.18 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

(i) Defined Terms. For purposes of this Section 2.18, the term “Lender” includes any Issuing Bank and the term “applicable law” includes FATCA.

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Section 2.19 Payments Generally; Pro Rata Treatment; Sharing of Setoffs.

(a) The Borrower shall make each payment or prepayment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.16, 2.17 or 2.18, or otherwise) prior to 12:00 noon, New York City time, on the date when due or the date fixed for any prepayment hereunder, in immediately available funds, without setoff, recoupment or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 383 Madison Avenue, New York, New York, except payments to be made directly to Issuing Banks as expressly provided herein and except that payments pursuant to Sections 2.16, 2.17, 2.18 and 9.3 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. If the Borrower does not, or is unable for any reason to, effect payment of an obligation to reimburse an LC Disbursement owing to an Issuing Bank with respect to a Letter of Credit issued in a Specified Currency in such Specified Currency or if the Borrower shall default in the payment when due of any payment in a Specified Currency, such payment shall be made to the Lenders in the Dollar Equivalent of such currency determined in accordance with Section 9.22.

(b) At any time that payments are not required to be applied in the manner required by Section 7.3, if at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.

(c) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in LC Disbursements; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender

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as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant. The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

(d) Unless the Administrative Agent shall have received, prior to any date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Banks pursuant to the terms hereof or any other Loan Document (including any date that is fixed for prepayment by notice from the Borrower to the Administrative Agent pursuant to Section 2.11(b)), notice from the Borrower that the Borrower will not make such payment or prepayment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Banks, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Issuing Banks, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the NYFRB Rate.

Section 2.20 Mitigation Obligations; Replacement of Lenders.

(a) If (i) any Lender requests compensation under Section 2.16 or (ii) the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.18, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (A) would eliminate or reduce amounts payable pursuant to Sections 2.16 or 2.18, as the case may be, in the future and (B) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) If (i) any Lender requests compensation under Section 2.16, (ii) the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.18, (iii) if any Lender becomes Defaulting Lender, or (iv) any Lender does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby which has been approved by the Required Lenders, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.4), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.16 or 2.18) and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (x) the Borrower shall have received the prior written

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consent of the Administrative Agent (and if a Revolving Commitment is being assigned, the Issuing Banks), which consent shall not unreasonably be withheld, (y) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (z) in the case of any such assignment resulting from a claim for compensation under Section 2.16 or payments required to be made pursuant to Section 2.18, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that (A) an assignment required pursuant to this Section 2.20(b) may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants), and (B) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to and be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender or the Administrative Agent, provided, further that any such documents shall be without recourse to or warranty by the parties thereto.

Section 2.21 Defaulting Lender. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.13(a);

(b) any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7.3 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.8 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent, in its capacity as such, hereunder; second, if the Defaulting Lender is a Revolving Lender, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank; third, if the Defaulting Lender is a Revolving Lender, to cash collateralize LC Exposure with respect to such Defaulting Lender in accordance with this Section 2.21; fourth, as the Borrower may request (so long as no Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize future LC Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with this Section 2.21; sixth, to the payment of any amounts

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owing to the Lenders or the Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Banks against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement or under any other Loan Document; seventh, so long as no Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement or under any other Loan Document; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or LC Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure are held by the Lenders pro rata in accordance with their respective Revolving Credit Applicable Percentages with respect to the Revolving Credit Facility without giving effect to clause (d) below. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.21 shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto;

(c) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 9.2); provided that this clause (c) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender affected thereby;

(d) with respect to Revolving Lenders, if any LC Exposure exists at the time such Lender becomes a Defaulting Lender then:

(i) all or any part of the LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders of the applicable Class in accordance with their respective Revolving Credit Applicable Percentages but only to the extent that such reallocation does not, as to any non-Defaulting Lender, cause such non-Defaulting Lender’s Revolving Credit Exposure to exceed its Revolving Commitment;

(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Administrative Agent cash collateralize for the benefit of the Issuing Banks only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 7.2(c) for so long as such LC Exposure is outstanding;

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(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.13(b) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;

(iv) if the LC Exposure of the non-Defaulting Lenders of the applicable Class is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.13(a) and Section 2.13(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Revolving Credit Applicable Percentages; and

(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all commitment fees that otherwise would have been payable to such Defaulting Lender under Section 2.13(a) (solely with respect to the portion of such Defaulting Lender’s Commitment that was utilized by such LC Exposure) and letter of credit fees payable under Section 2.13(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Banks until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and

(vi) so long as such Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders of the applicable Class and/or cash collateral will be provided by the Borrower in accordance with Section 2.21(d), and LC Exposure related to any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders of the applicable Class in a manner consistent with Section 2.21(d)(i) (and such Defaulting Lender shall not participate therein).

(e) If (i) a Bankruptcy Event or a Bail-In Action with respect to a Lender Parent shall occur following the date hereof and for so long as such event shall continue or (ii) any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Revolving Lender commits to extend credit, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless the Issuing Banks shall have entered into arrangements with the Borrower or such Lender, satisfactory to such Issuing Bank, as the case may be, to defease any risk to it in respect of such Lender hereunder.

(f) In the event that each of the Administrative Agent, the Borrower and each Issuing Bank agrees that a Defaulting Lender that is a Revolving Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment and on such date such Revolving Lender shall purchase at par such of the Revolving Loans of the other Revolving Lenders as the Administrative Agent shall determine may be necessary in order for such Revolving Lender to hold such Revolving Loans in accordance with its Revolving Credit Applicable Percentage.

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Section 2.22 Illegality. If, after the date hereof, the introduction of, or any change in, any applicable law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective lending office) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any RFR Loan, or Term SOFR Rate Loan, or to determine or charge interest based upon any applicable RFR, Daily Simple SOFR, the Term SOFR Reference Rate, Term SOFR Rate, Adjusted Term SOFR Rate or Adjusted Daily Simple SOFR, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders (an “Illegality Notice”). Thereafter, until each affected Lender notifies the Administrative Agent and the Administrative Agent notifies the Borrower that the circumstances giving rise to such determination no longer exist, (i) any obligation of the Lenders to make RFR Loans or Term SOFR Rate Loans, as applicable, in the affected Specified Currencies, and any right of the Borrower to convert any Loan denominated in Dollars to a Term SOFR Rate Loan or continue any Loan as an RFR Loan or a Term SOFR Rate Loan, as applicable, in the affected Specified Currencies shall be suspended and (ii) if necessary to avoid such illegality, the Administrative Agent shall compute the Alternate Base Rate without reference to clause (c) of the definition of “Alternate Base Rate”. Upon receipt of an Illegality Notice, the Borrower shall, if necessary to avoid such illegality, upon demand from any Lender (with a copy to the Administrative Agent), prepay or, if applicable, (A) convert all Term SOFR Rate Loans to ABR Loans or (B) convert all RFR Loans denominated in an affected Alternative Currency to ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) (in each case, if necessary to avoid such illegality, the Administrative Agent shall compute the Alternate Base Rate without reference to clause (c) of the definition of “Alternate Base Rate”), (I) with respect to Daily Simple RFR Loans, on the Interest Payment Date therefor, if all affected Lenders may lawfully continue to maintain such Daily Simple RFR Loans to such day, or immediately, if any Lender may not lawfully continue to maintain such Daily Simple RFR Loans to such day or (II) with respect to Term SOFR Rate Loans, on the last day of the Interest Period therefor, if all affected Lenders may lawfully continue to maintain Term SOFR Rate Loans, as applicable, to such day, or immediately, if any Lender may not lawfully continue to maintain such Term SOFR Rate Loans, as applicable, to such day. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest (except with respect to any prepayment or conversion of a Daily Simple RFR Loan) on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 9.3.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

The Borrower (and where applicable, Parent) represents and warrants to the Administrative Agent, the Issuing Banks and the Lenders, as of the Effective Date and as of each other date as may be specified by the terms of any Loan Document, as follows:

Section 3.1 Organization; Powers. Each of Parent, the General Partner, the Borrower and its Restricted Subsidiaries (other than an Immaterial Subsidiary that is not a Loan Party) is (a) duly organized or formed, validly existing and in good standing under the laws of the

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jurisdiction of its organization, (b) has all requisite power and authority to own the material property and material assets it uses in its business and to otherwise carry on its business as now conducted and (c) except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Section 3.2 Authorization; Enforceability. The Transactions are within Parent’s, the General Partner’s and each Loan Party’s corporate or other organizational powers and have been duly authorized by all necessary corporate or other organizational and, if required, stockholder action. This Agreement has been duly executed and delivered by Parent and the Borrower and constitutes a legal, valid and binding obligation of Parent and the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Section 3.3 Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) filings necessary to perfect and maintain the perfection of the Liens on the Collateral granted by the Loan Parties under the Loan Documents, (ii) such as have been obtained or made and are in full force and effect and (iii) those approvals, consents, exemptions, authorizations or other action, notices or filings the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) will not violate any applicable law, rule or regulation or the charter, by-laws or other organizational documents of Parent, the General Partner, the Borrower or any of its Restricted Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any material indenture, agreement or other material instrument binding upon Parent, the General Partner, the Borrower or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by Parent, the General Partner, the Borrower or any of its Restricted Subsidiaries, and (d) will not result in the creation or imposition of, or the requirement to create, any Lien on any asset of Parent, the General Partner, the Borrower or any of its Restricted Subsidiaries (other than Liens permitted by this Agreement).

Section 3.4 Financial Condition; No Material Adverse Change.

(a) Parent and the Borrower have heretofore furnished to the Administrative Agent and the Lenders each of (i) audited consolidated balance sheets as of December 31, 2021 and 2020 and statements of income, comprehensive income, changes in equity and cash flows for each of the fiscal years ended December 31, 2021 and 2020 of the Borrower and its consolidated Subsidiaries, and (ii) unaudited financial statements of the Parent and its consolidated Subsidiaries for the nine-month period ended September 30, 2022 (the “Historical Financials”). Such Historical Financials present fairly, in all material respects, the financial position and results of operations and cash flows of Parent, the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP.

(b) Since September 30, 2022, there has been no material adverse change in the business, assets, operations or financial condition of Parent, the General Partner, the Borrower and its Restricted Subsidiaries, taken as a whole.

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Section 3.5 Properties.

(a) Each of Parent, the General Partner, the Borrower and its Restricted Subsidiaries has good title to, or valid leasehold interests in, all its real and personal property material to their businesses, taken as a whole, subject to no Liens, except for Liens permitted by Section 6.2 and minor defects in title that do not interfere with their ability to conduct their businesses, taken as a whole, as currently conducted or to utilize such properties for their intended purposes.

(b) Each of the Borrower and its Restricted Subsidiaries owns, or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual property material to their businesses, taken as a whole, and the use thereof by the Borrower and its Restricted Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(c) All property of Parent, the General Partner, the Borrower and its Restricted Subsidiaries that is reasonably necessary for the operation of their businesses is in good working condition in all material respects and is maintained in accordance with prudent business standards for similar businesses in their industry.

Section 3.6 Litigation and Environmental Matters.

(a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Parent or the Borrower, threatened in writing against or affecting Parent, the General Partner, the Borrower, any of its Restricted Subsidiaries or any of their respective Vessels (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve this Agreement or the Transactions.

(b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of its Restricted Subsidiaries (and with respect to clauses (i) and (ii), any of their respective Vessels) (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability.

(c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Section 3.7 Compliance with Laws and Agreements; No Default. Each of Parent, the General Partner, the Borrower and its Restricted Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, in each case, except

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where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is continuing.

Section 3.8 Investment Company Status. None of Parent, the General Partner, the Borrower or any of its Restricted Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

Section 3.9 Taxes. Parent, the General Partner and each Loan Party has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings diligently conducted and for which Parent, the General Partner or such Loan Party has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Section 3.10 ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. Except as would not reasonably be expected to result in a Material Adverse Effect, (a) the present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of such Plan, and (b) the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such underfunded Plans.

Section 3.11 Disclosure.

(a) Neither the Lender Presentation nor any of the other reports, financial statements, certificates or other written information furnished by or on behalf of Parent, the General Partner, the Borrower or any Subsidiary to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished and taken as a whole) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

(b) As of the Effective Date, to the best knowledge of the Borrower, the information included in the Beneficial Ownership Certification provided on or prior to the Effective Date to any Lender in connection with this Agreement is true and correct in all respects. The Borrower has provided such information and has taken such action, in each case, as has been reasonably requested in writing by the Administrative Agent or any Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with the Patriot Act and the Beneficial Ownership Regulation.

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Section 3.12 Anti-Corruption Laws and Sanctions.

(a) Parent has implemented and maintains in effect policies and procedures designed to ensure compliance by Parent, the General Partner, the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and Sanctions, and Parent, the General Partner, the Borrower, its Subsidiaries and their respective officers, directors and employees and to the knowledge of the Borrower, the agents or the Borrower and its Subsidiaries, are in compliance with Anti-Corruption Laws and Sanctions in all material respects. None of (i) Parent, the General Partner, the Borrower, any Subsidiary, any of their respective directors or officers or employees, or (ii) to the knowledge of Parent, any agent of Parent, the General Partner, the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person.

(b) This Section 3.12 shall not apply for the benefit of a Restricted Lender to the extent that the making, the receiving of the benefit of and/or, where applicable, the repetition of these representations and warranties, and the compliance with these undertakings result in a violation of or conflict with:

(i) any provision of Council Regulation (EC) 2271/1996 of 22 November 1996 protecting against the effects of the extra-territorial application of legislation adopted by a third country, and actions based thereon or resulting therefrom;

(ii) if applicable, any provision of Council Regulation (EC) 2271/1996 of 22 November 1996 protecting against the effects of the extra-territorial application of legislation adopted by a third country, and actions based thereon or resulting therefrom (as it forms part of the domestic law of the United Kingdom by virtue of the 2018 Withdrawal Act) and any provisions of the Sanctions and Anti-Money Laundering Act 2018;

(iii) if applicable, section 7 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung) (in conjunction with section 4 paragraph 1 of No. 3 foreign trade law (AWG) (Außenwirtschaftsverordnung)); or

(iv) any similar applicable anti-boycott law or regulation of the European Union or United Kingdom.

In connection with any amendment, waiver, determination or direction relating to any part of this Section 3.12 of which a Restricted Lender does not have the benefit pursuant to this clause (b), the Commitments of that Restricted Lender will be excluded for the purpose of determining whether the consent of the relevant Lenders has been obtained or whether the determination or direction by the relevant Lenders has been made.

Section 3.13 Affected Financial Institutions. No Loan Party is an Affected Financial Institution.

Section 3.14 Plan Assets; Prohibited Transactions. None of the Borrower or any of its Restricted Subsidiaries is an entity deemed to hold “plan assets” (within the meaning of the Plan Asset Regulations), and neither the execution, delivery nor performance of the transactions contemplated under this Agreement, including the making of any Loan and the issuance of any

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Letter of Credit hereunder, will give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.

Section 3.15 Use of Proceeds; Margin Regulations.

(a) The proceeds of the Revolving Loans shall only be used for working capital and other general corporate purposes of the Borrower and its Restricted Subsidiaries, including for investments not prohibited under this Agreement (including permitted Investments in Ventures) and acquisitions. Letters of Credit will be issued only to support the general corporate purposes of the Borrower and its Subsidiaries. The proceeds of the Term Loan shall only be used for the acquisition of the vessel commonly known as the Sequoia (with an IMO # of: 9820843) and transaction fees and expenses related thereto and to this Agreement. No Borrowing or Letter of Credit, use of proceeds or other Transaction will violate any Anti-Corruption Law or Sanctions.

(b) None of Parent, the General Partner, the Borrower or any of its Restricted Subsidiaries is engaged, principally or as one of its important activities, in the business of purchasing or carrying Margin Stock, or extending credit for the purpose of purchasing or carrying Margin Stock, and no part of the proceeds of any Borrowing or Letter of Credit extension hereunder will be used to buy or carry any Margin Stock. Following the application of the proceeds of each Borrowing or drawing under each Letter of Credit, not more than 25.0% of the value of the assets (either of the Borrower only or of the Borrower and its Subsidiaries on a consolidated basis) will be Margin Stock.

Section 3.16 Solvency. The Loan Parties, on a consolidated basis, are Solvent.

Section 3.17 Insurance. As of the Effective Date, the Borrower and its Restricted Subsidiaries, or an Affiliate of the Borrower, on behalf of the Borrower and its Restricted Subsidiaries, maintain, or cause to be maintained, in effect the Required Insurance.

Section 3.18 Subsidiaries. As of the Effective Date, Schedule 3.18 (a) sets forth the legal name of Parent and each Subsidiary of Parent, the type of organization or entity of each such Person and the jurisdiction of organization or incorporation of each such Person, (b) sets forth the direct owner and percentage ownership of each such Subsidiary on the Effective Date, (c) identifies the Subsidiaries of the Borrower (if any) that are Unrestricted Subsidiaries as of the Effective Date, and (d) identifies the Subsidiaries of the Borrower that are Guarantors as of the Effective Date.

Section 3.19 Vessels.

(a) As of the Effective Date, the name, registered owner and official number, and jurisdiction of registration and flag of each Effective Date Collateral Vessel and each other Vessel owned by the Borrower and its Restricted Subsidiaries are set forth on Schedule 3.19. As of (i) the Effective Date, the Borrower and/or each applicable Restricted Subsidiary is the true, lawful and registered owner of the whole of each Vessel stated to be owned by it on Schedule 3.19 and (ii) any date thereafter, the Borrower and/or each other applicable Loan Party is the true, lawful and registered owner of the whole of each Collateral Vessel stated to be owned by it in the applicable Collateral Vessel Mortgage (other than any Collateral Vessel that has been Disposed of pursuant to a transaction permitted by this Agreement), in each case of clauses (i) and (ii) above,

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subject to no Liens except Liens permitted by Section 6.2. Each Vessel owned by the Borrower or a Restricted Subsidiary is operated in compliance with all material applicable laws, rules and regulations (applicable to such Vessel and as required by the American Bureau of Shipping, Bureau Veritas or other internationally recognized classification society reasonably acceptable to the Administrative Agent).

(b) Each Loan Party which owns or operates one or more Vessels is qualified to own and operate such Vessel under the applicable laws of such Loan Party’s jurisdiction of incorporation and the jurisdiction in which such Vessel is flagged.

(c) Each Vessel owned by the Borrower and its Restricted Subsidiaries maintains its classification as is applicable for Vessels of comparable age and size with the American Bureau of Shipping, Bureau Veritas or another internationally recognized classification society reasonably acceptable to the Administrative Agent, and is not overdue on any recommendations or conditions of class.

(d) To the knowledge of the Borrower and its Restricted Subsidiaries, no Vessel has conducted any trading, business or transaction with any Sanctioned Person or Sanctioned Country in the previous five (5) years.

Section 3.20 Collateral Documents.

(a) Subject to making or procuring the appropriate registrations, filings, endorsements, notarizations, stampings, notifications and/or acknowledgments of the Collateral Documents and/or the Liens created thereunder, each Collateral Document to which a Loan Party is a party is effective to create in favor of the Administrative Agent (for the benefit of the Secured Parties) a legal, valid and enforceable security interest in, and Lien on, such Loan Party’s right, title and interest in the Collateral described therein. When financing statements or equivalent filings or notices have been made or the Collateral Vessel Mortgages are filed or recorded in the appropriate offices as may be required under applicable law and upon the taking of possession or control by the Administrative Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Administrative Agent to the extent required by any Collateral Document), the Administrative Agent shall have fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in such Collateral, in each case prior and superior in right to any other Liens, other than Permitted Encumbrances and Permitted Maritime Liens, in the case of Liens on Collateral Vessels, and Liens permitted under Section 6.2 in the case of other Collateral, in each case which are permitted to attach to such Collateral under the terms of this Agreement.

(b) Each Collateral Vessel Mortgage is or, when executed, will be in proper legal form under the laws of the jurisdiction of the flag under which such Vessel is registered in the name of the applicable Collateral Vessel Owner for the enforcement thereof under such laws and the laws of the jurisdiction of organization of the applicable Collateral Vessel Owner party thereto. To ensure the legality, validity, enforceability or admissibility in evidence of each such Collateral Vessel Mortgage in the jurisdiction in which such Vessel is flagged or the jurisdiction of the applicable Loan Party party thereto, it is not necessary that any Collateral Vessel Mortgage

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or any other document be filed or recorded with any court or other authority in any such jurisdiction, except for those filings as have been, or will be, made.

Section 3.21 Pari Passu or Priority Status. Neither the Borrower nor any other Loan Party has taken any action which would cause the claims of unsecured creditors of the Borrower or of any other Loan Party, as the case may be (other than claims of such creditors to the extent that they are statutorily preferred or Permitted Encumbrances or Permitted Maritime Liens), to have priority over the claims of the Administrative Agent and the other Secured Parties against the Borrower and such other Loan Party under this Agreement or the other Loan Documents.

Section 3.22 No Immunity. Neither the Borrower nor any other Loan Party is a sovereign entity or has immunity on the grounds of sovereignty or otherwise from setoff or any legal process under the laws of any jurisdiction. The execution and delivery of the Loan Documents by the Loan Parties and the performance by them of their respective obligations thereunder constitute commercial transactions.

ARTICLE IV

CONDITIONS PRECEDENT

Section 4.1 Effective Date. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.2):

(a) The Administrative Agent (or its counsel) shall have received from each party thereto a counterpart of this Agreement signed on behalf of each party thereto (which, subject to Section 9.6(b), may include any Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page).

(b) The Administrative Agent, the Issuing Banks and the Lenders shall have received written opinions of (i) Frederic Dorwart PLLC, counsel to the Loan Parties, (ii) Gibson, Dunn & Crutcher LLP, special New York counsel to the Loan Parties, (iii) Watson Farley & Williams, special Marshall Islands counsel to the Loan Parties and (iv) CMS, special Belgium counsel to the Loan Parties, in each case, in form and substance reasonably satisfactory to the Administrative Agent.

(c) The Administrative Agent shall have received certificates of a Responsible Officer of each Loan Party and Parent containing specimen signatures of the Persons authorized to execute Loan Documents to which such entity is a party on such entity’s behalf or any other documents provided for herein or therein, together with (i) copies of resolutions of the board of directors or other appropriate body of such entity, authorizing the execution, delivery and performance of the Loan Documents to which such entity is a party and, in the case of the Borrower, the Borrowings hereunder, (ii) copies of such entity’s memorandum of association, articles of association or other publicly filed (if applicable) organizational, incorporation or constitutional documents in its jurisdiction of incorporation, as applicable, and such entity’s bylaws or limited liability company agreement (or other comparable governing documents, if any), as applicable, (iii) where applicable, copies of such entity’s statutory registers and (iv) a certificate of good standing (if applicable and if a requirement to obtain such a certificate would be customary

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or consistent with market practice in the relevant jurisdiction) for such entity from the appropriate governing agency of such entity’s jurisdiction of incorporation or organization; provided that in lieu of the items in clause (ii) and (iii), such Responsible Officer may instead provide a certificate stating that that there have been no changes to the relevant items previously provided with respect to such Person since the certificate provided on the Original Effective Date (or the applicable joinder for Guarantors that became Guarantors after the Original Effective Date).

(d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by a Responsible Officer of the Borrower, confirming (i) compliance with the conditions contained in Section 4.1(k) and Sections 4.2(a) and (b), (ii) all governmental and third party approvals necessary or, in the reasonable discretion of the Administrative Agent, advisable in connection with the execution of this Agreement and the consummation of the Transactions and the continuing operations of Parent, the Borrower and its Restricted Subsidiaries shall have been obtained and be in full force and effect, and (iii) that after giving effect to the Transactions, Parent, the Borrower and its Restricted Subsidiaries shall have no Indebtedness outstanding other than the Obligations and any other Indebtedness permitted under Section 6.1.

(e) The Administrative Agent, the Lenders and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced at least two (2) Business Days prior to the Effective Date (or such later date as the Borrower may reasonably agree), reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Borrower on or prior to the Effective Date hereunder.

(f) The Administrative Agent and the Lenders shall have received the Historical Financials.

(g) (i) The Administrative Agent shall have received, at least five (5) days prior to the Effective Date, all documentation and other information regarding the Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten (10) Business Days prior to the Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least ten (10) Business Days prior to the Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied).

(h) The Administrative Agent shall have received (i) a Fleet Status Certificate, dated as of the Effective Date, (ii) a confirmation of class certificate for each Effective Date Collateral Vessel and each other Vessel owned by the Borrower and its Restricted Subsidiaries issued no earlier than five (5) days prior to the Effective Date, (iii) certificates of registration showing the registered ownership of each Effective Date Collateral Vessel and each other Vessel owned by the Borrower and its Restricted Subsidiaries, and (iv) the results of maritime lien registry searches with respect to each Effective Date Collateral Vessel and each other Vessel owned by the Borrower and its Restricted Subsidiaries, issued no earlier than five (5) days prior to the Effective

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Date, indicating in each case no record Liens other than Permitted Encumbrances or Permitted Maritime Liens.

(i) The Administrative Agent shall have received (i) customary UCC or equivalent lien, tax and judgment lien searches for the Loan Parties, indicating the absence of Liens and security interests other than Permitted Maritime Liens, Permitted Encumbrances and Liens being released on or prior to the Effective Date and (ii) evidence reasonably satisfactory to it that all Liens on the assets of Parent, the Borrower and the Borrower’s Restricted Subsidiaries (other than Liens permitted by Section 6.2) have been (or will be concurrently with the Effective Date) released, or terminated and that duly executed recordable releases and terminations in forms reasonably acceptable to the Administrative Agent with respect thereto have been obtained by Parent, the Borrower or the Borrower’s Restricted Subsidiaries, as applicable.

(j) [Reserved].

(k) The Administrative Agent shall have received a certificate from a Financial Officer of the Borrower certifying that the Loan Parties, on a consolidated basis, after giving effect to the Transactions contemplated to occur on the Effective Date, are Solvent.

(l) The Administrative Agent shall have received from each party thereto duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Collateral Documents described on Schedule 4.1(l). In connection with the execution and delivery of such Collateral Documents, the Administrative Agent shall be reasonably satisfied that the Liens under the Collateral Documents will, upon the recording of such Collateral Documents (if applicable), be first priority (it being understood that Permitted Encumbrances and Permitted Maritime Liens may exist), perfected Liens on all property purported to be pledged as Collateral pursuant to the Collateral Documents (including all of the Equity Interests in the Borrower and each Restricted Subsidiary that are owned by a Loan Party (and to the extent any such Equity Interests are certificated, Parent and the Borrower shall also have caused the applicable Loan Party to deliver to the Administrative Agent the original stock certificates evidencing such Equity Interests together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof)).

The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.2).

Section 4.2 Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each Issuing Bank to issue, amend or extend any Letter of Credit, is subject to the satisfaction of the following conditions:

(a) The representations and warranties of the Loan Parties set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except (i) to the extent any such representations and warranties

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are expressly limited to an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall be true and correct in all material respects as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall be true and correct in all respects.

(b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing.

(c) At the time of and immediately after giving effect to any such Borrowing of Revolving Loans and after giving pro forma effect to transactions anticipated to occur in the period of five (5) Business Days following the date thereof, the aggregate amount of Available Cash (excluding the amount of Retained IPO Proceeds held by the Borrower and its Restricted Subsidiaries at the time of determination) shall not exceed $100,000,000.

(d) (i) In the case of any Loan, the Administrative Agent shall have received the Borrowing Request required by Section 2.3, and (ii) in the case of the issuance, extension (other than any automatic extension) or increase of a Letter of Credit, the relevant Issuing Bank shall have received a duly completed application for such Letter of Credit in accordance with Section 2.6.

(e) Solely with respect to the Borrowing of the Term Loan:

(i) The Administrative Agent shall have received reasonably appropriate acquisition documentation (including, to the extent applicable, customary escrow arrangements reasonably approved by the Administrative Agent) with respect to the Sequoia acquisition;

(ii) Prior to three (3) Business Days of any such request, the Administrative Agent shall have received an advance copy of the funds flow in form and substance reasonably satisfactory to the Administrative Agent demonstrating that the proceeds of the Term Loan will be applied in accordance with Section 3.15;

(iii) Such acquisition of the Sequoia shall occur substantially contemporaneously with the Term Loan Borrowing in accordance with the applicable acquisition documentation;

(iv) Such acquisition of the Sequoia shall be consummated by the Borrower or a Restricted Subsidiary and the acquiring entity shall provide a Collateral Vessel Mortgage and associated legal opinions concurrently with closing such acquisition to the extent reasonably practicable and, in any event, within the period set forth on Schedule 5.16 (it being understood that any extension of such period shall require the approval of Lenders having Total Credit Exposure representing more than two-thirds of the Total Credit Exposure of all Lenders) ;

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(v) After giving pro forma effect to such acquisition the Borrower shall satisfy the Collateral Vessel Maintenance Coverage Requirement on a pro forma basis (and assuming that the Sequoia is a Collateral Vessel and subject to a Lien securing the Obligations and that the Fair Market Value of the Sequoia is as indicated in the Valuation by an Approved Appraiser, dated as of December 31, 2022, provided to the Administrative Agent by the Borrower); and

(vi) The Administrative Agent, the Lenders and the Arrangers shall have, except to extent noted otherwise in this Agreement, received all fees and other amounts due and payable on or prior to such Borrowing, including, to the extent invoiced at least two (2) Business Days prior to such Borrowing (or such later date as the Borrower may reasonably agree), reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Borrower on or prior to such Borrowing hereunder.

Each Borrowing and each issuance, amendment or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in Section 4.2(a), 4.2(b), 4.2(c) and 4.2(e).

ARTICLE V

AFFIRMATIVE COVENANTS

Until the Commitments have expired or been terminated and the Obligations shall have been paid in full in cash (other than any indemnification and other contingent obligations not then due and payable and as to which no claim has been made at such time) and all Letters of Credit shall have expired or terminated, in each case, without any pending draw (or arrangements otherwise reasonably satisfactory to the applicable Issuing Bank in respect thereof have been made) and all LC Disbursements shall have been reimbursed, Parent and the Borrower covenant and agree with the Administrative Agent, the Issuing Banks and the Lenders that:

Section 5.1 Financial Statements; Other Information. Parent and the Borrower will furnish to the Administrative Agent and each Lender, including their Public-Siders:

(a) within the time period required by the SEC (or, in the event that Parent is no longer a public filer with the SEC, within one hundred and twenty (120) days after the end of each fiscal year of Parent), commencing with the fiscal year ending December 31, 2022, the audited consolidated balance sheets and related consolidated statements of income, changes in equity and cash flows of Parent and its consolidated Subsidiaries as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification commentary or exception and without any qualification or exception as to the scope of such audit other than solely as a result of the impending maturity of any long-term Indebtedness occurring within 365 days of the date thereof), to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of Parent and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;

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(b) within the time period required by the SEC (or, in the event that Parent is no longer a public filer with the SEC, within sixty (60) days after the end of each of the first three (3) fiscal quarters of each fiscal year of Parent), commencing with the fiscal quarter ending March 31, 2023, the consolidated balance sheets and related statements of income, changes in equity and cash flows of Parent and its consolidated Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures as of the end of and for the corresponding period or periods of the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of Parent and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;

(c) no later than the earlier of (x) the date that is five (5) Business Days after the delivery of the applicable financial statements under clause (a) or (b) above and (y) the date the applicable financial statements are required to be delivered pursuant to clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth consolidating spreadsheets that show Parent, the General Partner and all consolidated Unrestricted Subsidiaries and the eliminating entries, in such form as would be presentable to the auditors of Parent, (iii) for each applicable fiscal quarter, setting forth reasonably detailed calculations demonstrating compliance with Section 6.10, (iv) certifying as to the aggregate amount of Investments made on or prior to such date in reliance on Section 6.5(h) during the term of this Agreement, including calculation and reasonable detail regarding the resulting available remaining Retained IPO Proceeds, (v) setting forth reasonably detailed calculations of Consolidated Total Debt and Consolidated EBITDA as of the date of the most recently ended fiscal quarter of Parent, (vi) stating whether any material change in GAAP or in the application thereof has occurred since the date of the Historical Financials and, if any such change has occurred, and only to the extent not discussed in the Parent’s financials filed with the SEC, specifying the effect of such change on the financial statements accompanying such certificate, (vii) stating whether any material change to the information provided in the Fleet Status Certificate on the Effective Date has occurred since the Effective Date or the most recent certificate delivered pursuant this Section 5.1(c), and, if any such material change has occurred, specifying such material change or attaching a new Fleet Status Certificate, and (viii) identifying any intellectual property that is required to be pledged as Collateral and that was acquired by a Loan Party since the most recent date of delivery of the certificate required pursuant to this Section 5.1(c).

(d) within one hundred and twenty (120) days of the end of each fiscal year (the first such period being the one hundred and twenty (120) day period after the end of fiscal year 2023), an annual operating budget for the Borrower and its Restricted Subsidiaries for the immediately succeeding fiscal year (beginning with the annual operating budget for fiscal year 2024), which shall include such information as may be reasonably requested by the Administrative Agent;

(e) promptly after the same become publicly available, copies of all material periodic and other reports, proxy statements and other substantive materials filed by Parent or any Subsidiary with the SEC or any Governmental Authority succeeding to any or all of the functions

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of the SEC, or with any national securities exchange, or distributed by Parent to its shareholders generally, as the case may be;

(f) promptly after receipt thereof by Parent or any Subsidiary, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by the SEC or such other agency regarding financial or other operational results of Parent or any Subsidiary thereof (excluding commentary and requests for supplemental information, in each case, made by the SEC or such other agency as part of its routine review of public filings made by Parent and its Subsidiaries);

(g) on each Excess Cash Test Date, the Borrower shall deliver to the Administrative Agent a report setting forth (i) a summary calculation of Available Cash as of such Excess Cash Test Date and (ii) a list of setting forth the account balances as of such date of bank accounts of the Borrower and its Restricted Subsidiaries holding any portion of cash and Cash Equivalents included in the calculation of Available Cash as of such Excess Cash Test Date;

(h) promptly following any request therefor, (i) such other information regarding the operations, business affairs and financial condition of Parent, the General Partner, the Borrower or any Restricted Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent, any Issuing Bank or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation;

(i) [reserved];

(j) promptly, but in any event within ten (10) Business Days after the execution thereof (or such later date as the Administrative Agent may agree to in its sole discretion), copies of any material amendment, modification or supplement to the certificate of formation, limited liability company agreement, articles of incorporation, by-laws, any preferred stock designation or any other organizational document of Parent, the General Partner, the Borrower or any of its Restricted Subsidiaries which would reasonably be expected to be adverse to the interests of the Lenders in their capacities as such.

Documents required to be delivered pursuant to Section 5.1(a), (b), (e) or (f) and filed with or furnished to the SEC shall be deemed to have been provided under these reporting requirements and delivered on the date on which such materials are publicly available as posted on the Electronic Data Gathering, Analysis and Retrieval system (EDGAR); provided that, in the case of Section 5.1(f), the Borrower shall notify the Administrative Agent and each Lender in writing (which may be by electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions of such documents.

Parent represents and warrants that each of it and its Controlling and Controlled entities, in each case, if any (collectively with Parent, the “Relevant Entities”), either (a) has no SEC registered or unregistered, publicly traded securities outstanding, or (b) files its financial

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statements with the SEC and/or makes its financial statements available to potential holders of its securities, and, accordingly, Parent hereby authorizes the Administrative Agent to make the Loan Documents available to Public-Siders. Parent will not request that any other material be posted to Public-Siders without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that the Relevant Entities have no outstanding SEC registered or unregistered, publicly traded securities. Notwithstanding anything herein to the contrary, in no event shall Parent request that the Administrative Agent make available to Public-Siders budgets or any certificates, reports or calculations with respect to the Borrower’s compliance with the covenants contained herein.

Section 5.2 Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender (including by the Administrative Agent posting to the Approved Electronic Platform at the Borrower’s request) prompt written notice (which, in the case of clause (h) below, shall, in any event, be within 10 Business Days) of knowledge of a Responsible Officer of the following:

(a) the occurrence of any Default;

(b) the filing or commencement of any Proceeding by or before any arbitrator or Governmental Authority against or affecting Parent, the General Partner, the Borrower or any Affiliate thereof, including pursuant to any applicable Environmental Laws, that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;

(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Restricted Subsidiaries in an aggregate amount exceeding $35,000,000;

(d) notice of any action arising under any Environmental Law or of any noncompliance by the Borrower or any Subsidiary with any Environmental Law or any permit, approval, license or other authorization required thereunder that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;

(e) any material change in accounting or financial reporting practices by Parent, the General Partner, the Borrower or any Subsidiary;

(f) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect;

(g) any change in the information provided in the Beneficial Ownership Certification delivered to such Lender that would result in a change to the list of beneficial owners identified in such certification; and

(h) (i) any Event of Loss, (ii) the filing of a libel or complaint against a Vessel owned by the Borrower or its Restricted Subsidiaries, or an attachment or levy which remains in effect more than thirty (30) days, or the taking into custody by virtue of any legal proceeding in any court of competent jurisdiction of a Vessel owned by the Borrower or its Restricted

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Subsidiaries and (iii) any failure by a Vessel owner to maintain the flag and vessel or ship registry in an Acceptable Flag Jurisdiction in respect of any Vessel that is Collateral.

Each notice delivered under this Section 5.2 (i) shall be in writing, (ii) shall contain a heading or a reference line that reads “Notice under Section 5.2 of Excelerate Credit Agreement dated March 17, 2023” and (iii) shall be accompanied by a statement of a Financial Officer or other Responsible Officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Section 5.3 Existence; Conduct of Business. Each of Parent and the Borrower will, and Parent and the Borrower, as applicable, will cause the General Partner and each of the Borrower’s Restricted Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business; provided that the foregoing shall not prohibit any merger, sale, consolidation, liquidation or dissolution permitted under Section 6.3.

Section 5.4 Payment of Taxes. Parent, the General Partner and each of the Loan Parties will pay its Tax liabilities, that, if not paid, could result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith diligently conducted by appropriate proceedings, (b) Parent, the General Partner, the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.

Section 5.5 Maintenance of Properties; Vessel Contracts.

(a) The Borrower will, and will cause each of its Restricted Subsidiaries to, maintain, preserve and keep its properties and equipment necessary to the proper conduct of its business in reasonably good repair, working order and condition (normal wear and tear or damage done by casualty or condemnation excepted) and will from time to time make all reasonably necessary repairs, renewals, replacements, additions and betterments thereto so that at all times such properties and equipment are reasonably preserved and maintained, in each case with such exceptions as could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect; provided, however, that nothing in this Section 5.5 shall prevent the Borrower or any Restricted Subsidiary from discontinuing the operation or maintenance of any such properties or equipment if such discontinuance is, in the judgment of the Borrower desirable in the conduct of its business.

(b) The Borrower will, and will cause each of its Restricted Subsidiaries to, at all times, and without cost or expense to the Administrative Agent, maintain and preserve, or cause to be maintained and preserved, each Vessel owned by it or such Restricted Subsidiary and its material equipment, outfit and appurtenances, tight, staunch, strong, in good condition, working order and repair and fit for its intended service, in each case, with ordinary wear and tear excepted. The Borrower will, and will cause each of its Restricted Subsidiaries to, with respect to each Vessel owned by it or such Restricted Subsidiary, at all times materially comply with all applicable laws, treaties and conventions of the jurisdiction in which the applicable Vessel is flagged, and rules and regulations issued thereunder, and shall have on board as and when required thereby valid

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certificates showing such material compliance therewith. The Borrower will, and will cause each of its Restricted Subsidiaries to, keep each Vessel owned by it or such Restricted Subsidiary in such condition as will entitle such Vessel to maintain its classification, as is applicable for Vessels of comparable age and type, by the American Bureau of Shipping, Bureau Veritas or another internationally recognized classification society reasonably acceptable to the Administrative Agent. The Borrower will, and will cause each of its Restricted Subsidiaries to, keep each Vessel owned by it or such Restricted Subsidiary, comply with and satisfy in all material respects the provisions of any applicable law, convention, regulation, proclamation or order concerning financial responsibility for liabilities imposed on such Vessel owner, the Borrower, the Borrower’s Subsidiaries or such Vessel with respect to pollution by any state or nation or political subdivision thereof and will maintain all certificates or other evidence of financial responsibility as may be required by any such law, convention, regulation, proclamation or order with respect to the trade in which the Vessel is from time to time engaged and the cargo carried by it. The Borrower will, and will cause each of its Restricted Subsidiaries to, maintain each Vessel owned by it or such Restricted Subsidiary in a seaworthy condition (it being understood that maintenance of a Vessel owned by the Borrower or such Restricted Subsidiary in a manner consistent with applicable industry practices in respect of similar types of vessels used for similar purposes shall be deemed to constitute compliance with this last sentence of Section 5.5(b)), subject to periods of scheduled dry-docking and other routine maintenance, and other than preservation stacked, warm stacked or cold stacked Vessels. Notwithstanding the foregoing, nothing in this Section 5.5(b) shall prevent the Borrower from, in its business judgement, discontinuing use or maintenance of a Vessel or any portion thereof with the prior written consent of the Administrative Agent (acting at the direction of the Required Lenders).

(c) The Borrower will, and will cause each of its Restricted Subsidiaries to, supply the Administrative Agent promptly following its receipt of a written request from the Administrative Agent with copies of all survey reports with respect to such Vessel that are in Parent’s, the Borrower’s or any such Restricted Subsidiary’s possession or otherwise readily available to any such Persons without cost or undue burden.

(d) The Borrower will, and will cause each of its Restricted Subsidiaries to, promptly notify the Administrative Agent of and furnish the Administrative Agent with full information, promptly upon becoming available, including copies of reports and surveys, regarding any material accident or accident involving repairs (except to the extent any such accident could not reasonably be expected to result in a Material Adverse Effect).

(e) The Borrower will, and will cause each of its applicable Restricted Subsidiary to, use commercially reasonable efforts to, perform any and all charter contracts which are, or may be, entered into with respect to each Vessel, except to the extent any such nonperformance could not reasonably be expected to result in a Material Adverse Effect.

Section 5.6 Insurance.

(a) The Borrower will, and will cause each of its Restricted Subsidiaries to, or will cause an Affiliate of the Borrower to arrange through a bareboat charterer, agent or otherwise, on behalf of the Borrower and its Restricted Subsidiaries to, (i) maintain with financially sound and reputable insurance companies (provided that this Section 5.6 shall not be deemed to be

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breached if an insurance company with which the Borrower, any Restricted Subsidiary or the applicable Affiliate of the Borrower maintains insurance becomes financially troubled and the Borrower, such Restricted Subsidiary or such Affiliate of the Borrower reasonably promptly obtains coverage from a different, financially sound insurer) insurance on the Vessels and other material insurable properties of the Borrower and its Restricted Subsidiaries in at least such amounts and against all such risks as is consistent and in accordance with normal industry practice for similarly situated insureds and as provided in this Section 5.6 (the “Required Insurance”) and (ii) furnish to the Administrative Agent, at the written request of the Administrative Agent (which such request shall not be more often than once per calendar year), a complete description of the material terms of insurance carried on the Vessels owned by the Borrower or any of its Restricted Subsidiaries.

(b) The Borrower will, and will cause each of the Collateral Vessel Owners to, or will cause an Affiliate of the Borrower to arrange through a bareboat charterer, agent or otherwise to, on behalf of the Borrower and the Collateral Vessel Owners, at all times to keep the Collateral Vessels insured in favor of the Administrative Agent as provided in this Section 5.6; and (i) all policies or certificates with respect to such insurance (and any other insurance maintained by the Borrower or such Collateral Vessel Owners): (A) shall be endorsed to the Administrative Agent’s reasonable satisfaction for the benefit of the Administrative Agent (including by naming the Administrative Agent as lender loss payee or additional insured, as its interests may appear) and (B) shall provide that the respective insurers irrevocably waive any and all rights of subrogation with respect to the Administrative Agent and the other Secured Parties and (ii) the Borrower and/or the applicable Collateral Vessel Owner will use commercially reasonable efforts to provide that such insurance policies state that they shall not be canceled for non-payment of premium without at least thirty (30) days’ prior written notice thereof by the respective insurer to the Borrower who shall promptly advise the Administrative Agent. On the Effective Date and from time to time thereafter to the extent reasonably requested by the Administrative Agent, but no more frequently than once each calendar year, the Borrower shall deliver certificates evidencing such insurance policies for deposit with the Administrative Agent. The Administrative Agent shall be under no duty or obligation to verify the adequacy or existence of any such insurance or any such policies or endorsements.

(c) The Borrower will, and will cause each of its Restricted Subsidiaries to, or will cause an Affiliate of the Borrower to, on behalf of the Borrower and the applicable Restricted Subsidiaries (or in the case of clause (c)(iv) below, at the Administrative Agent’s reasonable request, cooperate with the Administrative Agent to directly obtain the applicable insurances), cause their respective Vessels to be insured with insurers or protection and indemnity clubs or associations of the type described in Section 5.6(a)(i), against the risks indicated below:

(i) marine war risk insurance, including primary P&I war risk insurance and coverage afforded by the standard Marine War Risk Coverage including Missing Vessel Clause (or equivalent), and marine hull and machinery insurance which insurance coverage in the aggregate shall be in an amount equal to not less than the lesser of (A) 110% of the total Commitments at such time and (B) 110% of the appraised aggregate fair market value of all such Vessels at such time, except as otherwise reasonably agreed in writing by the Administrative Agent. The insured values for hull and machinery required under this clause (c)(i) for any individual Vessel shall at all times be in an amount not less

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than 100% of the fair market value of such Vessel, and the remaining hull and machinery insurance required by this clause (c)(i) with respect to each Vessel may be procured as increased value and/or disbursements insurance;

(ii) marine protection and indemnity insurance or equivalent (including coverage against liability for war risk perils, passengers, including crew, pollution (including liability for oil pollution in such amounts as are from time to time available through an entry in a P&I club that is a member of the International Group of P&I Clubs, which amount currently available is $1,000,000,000 and excess war risk protection and indemnity cover), spillage or leakage, as shall be required by applicable law) in an amount equal to not less than the maximum poolable limits provided by a P&I club that is a member of the International Group of P&I Clubs; provided, however, that insurance against liability under applicable law or international convention arising out of pollution, spillage or leakage, in each case, shall be in an amount not less than the amounts required by the laws or regulations of the United States or any applicable jurisdiction in which such Vessel may be trading from time to time;

(iii) to the extent such Vessel’s operation requires such insurance under applicable law or regulation, insurance in respect of workers’ compensation or U.S. Longshore and Harbor Worker’s Act insurance, in each case, in an amount not less than the amounts required by the laws or regulations of the United States or any applicable jurisdiction in which such Vessel may be trading from time to time;

(iv) the mortgagee’s interest insurance (including extended mortgagee’s interest-additional perils-pollution) coverage for an amount of not less than 110% of the aggregate outstanding principal amount of the Loans at such time on terms satisfactory to the Administrative Agent;

(v) for the marine, war-risks and protection and indemnity/liability insurances required herein, the Borrower or the applicable Restricted Subsidiary shall have the discretion to utilize deductibles or self-insured retentions that are customary for similar Vessels engaged in similar activities; and

(vi) such other insurances as a prudent owner of similar vessels of the same age and type would obtain or would legally be required to obtain when operating in the same trade and geographic area as such Collateral Vessel, as well as any insurances required to meet the requirements of the jurisdiction where such Collateral Vessel is employed.

All insurance maintained hereunder shall be primary insurance without right of contribution against any other insurance maintained by the Administrative Agent. The policy of marine and war risk hull and machinery insurance with respect to the Collateral Vessels shall provide that the Administrative Agent shall be named in its capacity as Administrative Agent and as a lender loss payee and the loss payee clause shall refer to a major casualty amount of $10,000,000, unless otherwise agreed to in writing by the Administrative Agent pursuant to an assignment of insurances or other agreement. Any such entry in a marine and war risk protection and indemnity club with respect to the Collateral Vessels shall note the interest of the

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Administrative Agent. The Administrative Agent and its successors and permitted assigns shall not be responsible for any premiums, club calls, if any, assessments or any other obligations or for the representations and warranties made therein by any Collateral Vessel Owner, the Borrower, any of the Borrower’s Restricted Subsidiaries or any other Person.

(d) The Borrower and its Restricted Subsidiaries will, or will cause an Affiliate of the Borrower on behalf of the Borrower and its Restricted Subsidiaries to, maintain loss of hire insurance with respect to the business and operations of each Vessel, which loss of hire insurance shall (i) be in an amount not less than the applicable full hire of such Vessel at any one time (as determined by the Borrower, in its sole but reasonable business judgment, from time to time) and (ii) remain in effect for at least six months assuming ordinary operations of the Borrower and/or its Restricted Subsidiaries are suspended for at least thirty (30) days.

(e) The Borrower will, or will cause each of the Collateral Vessel Owners to, or will cause an Affiliate of the Borrower to, on behalf of the Borrower and the applicable Collateral Vessel Owners, furnish to the Administrative Agent (i) copies of all certificates of insurance with respect to the marine hull and machinery and marine war risk insurance carried and maintained on the Collateral Vessels and (ii) certificates of entry with respect to the protection and indemnity insurance carried and maintained on the Collateral Vessels. The Borrower will, or will cause each of the Collateral Vessel Owners to, or will cause an Affiliate of the Borrower to, on behalf of the Borrower and the applicable Collateral Vessel Owners, cause such insurance broker and/or the protection and indemnity club or association providing protection and indemnity insurance referred to in Section 5.6(c)(ii), to agree to provide the Administrative Agent with such information as to such insurances as the Administrative Agent may reasonably request with respect to expiration, termination or cancellation of any policy or any default in the payment of any premium.

(f) Unless the Administrative Agent has given notice to the underwriters of the occurrence and continuance of an Event of Default, all insurance claim proceeds of whatsoever nature with respect to the Vessels owned by the Borrower or its Restricted Subsidiaries payable under any insurance shall be payable to the Borrower, the applicable Vessel owner or others as their interests may appear; thereafter, payments of insurance claim proceeds with respect to the Vessels shall be made to the Administrative Agent for distribution in accordance herewith.

(g) In the event that any claim or Lien in excess of $10,000,000 is asserted against a Collateral Vessel for loss, damage or expense that is covered by insurance required hereunder and it is necessary for the applicable Collateral Vessel Owner to obtain a bond or supply other security to prevent arrest of such Collateral Vessel or to release such Collateral Vessel from arrest on account of such claim or Lien, the Administrative Agent, on request of the applicable Collateral Vessel Owner, may, in the sole discretion of the Administrative Agent, assign to any person, firm or corporation executing a surety or guarantee bond or other agreement to save or release the Collateral Vessel from such arrest, all right, title and interest of the Administrative Agent in and to said insurance covering said loss, damage or expense, as collateral security to indemnify against liability under said bond or other agreement.

(h) The Borrower will not, and will not permit any Vessel owner to, execute or permit or willingly allow to be done any act by which any insurance required under this Section 5.6

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may be suspended, impaired or cancelled, and will not permit or allow any Vessel to undertake any voyage or operational risk which may not be permitted by the policies in force, without having previously notified the Administrative Agent in writing and insured the relevant Vessel by additional coverage to extend to such voyages, risks, passengers or cargoes in accordance with customary marine insurance industry standards.

(i) If an Event of Default has occurred and is continuing, subject to the rights of any charterer, the Administrative Agent shall have the exclusive right to negotiate and agree to any compromise to any claim with respect to any Collateral Vessel with respect to which any underwriter proposes to pay less on any claim than the amount thereof.

(j) If the Borrower or any Restricted Subsidiary shall fail to maintain insurance in accordance with this Section 5.6 with respect to the Collateral Vessels, the Administrative Agent shall have the right (but shall be under no obligation) to procure such insurance, and the Borrower agrees to reimburse the Administrative Agent for all reasonable costs and expenses of procuring such insurance.

(k) Together with the delivery of the financial statements required to be delivered pursuant to Section 5.1(a), the Borrower shall deliver to the Administrative Agent a customary report of an insurance consultant (such consultant to be selected by the Borrower and reasonably acceptable to the Administrative Agent) confirming that the insurance policies of the Borrower and its Restricted Subsidiaries satisfy the minimum coverage requirements required by this Section 5.6 and that the terms of such insurance policies are not less than (or less favorable than) the insurances then maintained by prudent owners and operators of similar vessels in similar trades to the Vessels.

(l) Upon the reasonable request of the Administrative Agent, the Borrower will, or will cause each Collateral Vessel Owner to, do all things reasonably necessary, and execute and deliver all documents and instruments reasonably necessary, to enable the Administrative Agent to collect or recover any moneys that become due in respect of the insurance required pursuant to this Section 5.6.

Section 5.7 Books and Records; Inspection Rights. Each of Parent and the Borrower will, and Parent and the Borrower, as applicable, will cause the General Partner and each of the Borrower’s Restricted Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. Each of Parent and the Borrower will, and Parent and the Borrower, as applicable, will cause the General Partner and each of the Borrower’s Restricted Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon at least three (3) Business Days’ notice, to visit and inspect its properties (including, but not limited to, to the extent practicable each Collateral Vessel), to examine and make extracts from its books and records, to discuss its affairs, finances and condition with its officers and independent accountants and to provide contact information for each bank where each Loan Party has a deposit account and/or securities account and each such Loan Party hereby authorizes the Administrative Agent and each Lender to contact the bank(s) in order to request bank statements and/or balances, all at such reasonable times and as often as reasonably requested; provided, that unless an Event of Default then exists and is continuing, there shall be no more than one (1) such general visit per calendar year and one (1)

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such Collateral Vessel inspection per calendar year for each Collateral Vessel, in each case, for the Administrative Agent and the Lenders taken as a whole; provided, further, that any visits and inspections of such properties shall be conducted in compliance with the Borrower’s and/or such Subsidiary’s applicable safety and COVID protocols (it being understood that no such protocols shall not adopted for the sole purpose of preventing the Administrative Agent and/or the Lenders from conducting such visits and inspections). The Borrower shall, to the extent practicable, obtain and provide or cause the applicable Collateral Vessel Owner to obtain and provide, at the Administrative Agent’s reasonable request, inspection reports on any Collateral Vessel; provided, that unless an Event of Default exists and is continuing, there shall be no more than one (1) such inspection report required for any Collateral Vessel for the Administrative Agent and the Lenders taken as a whole.

Section 5.8 Compliance with Laws. Each of Parent and the Borrower will, and Parent and the Borrower, as applicable, will cause the General Partner and each of the Borrower’s Restricted Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property (including Environmental Laws and ERISA), except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; provided that each of Parent and the Borrower will, and Parent and the Borrower, as applicable, will cause the General Partner and each of the Borrower’s Restricted Subsidiaries to, comply with all Anti-Corruption Laws and Sanctions in all material respects. Each of Parent and the Borrower will maintain in effect and enforce policies and procedures designed to ensure compliance by Parent, the General Partner, the Borrower and its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and Sanctions.

Section 5.9 Use of Proceeds and Letters of Credit. The proceeds of the Loans shall be used for, and the Letters of Credit shall only be issued for, the purposes described in Section 3.15(a). No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations of the Federal Reserve Board, including Regulations T, U and X. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (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 Anti-Corruption Laws, (b) to fund, finance or facilitate any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, except to the extent permitted for a Person required to comply with Sanctions, or (c) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Section 5.10 [Reserved].

Section 5.11 Environmental Matters. The Borrower will at its sole expense: (a) comply, and cause its properties and operations and each of its Subsidiaries and each such Subsidiary’s properties and operations (including all Vessels) to comply, with all applicable Environmental Laws, to the extent the breach thereof could be reasonably expected to have a Material Adverse Effect; (b) not release or threaten to release, and cause each Subsidiary not to release or threaten to release, any Hazardous Material on, under, about or from any of the Borrower’s or its

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Subsidiaries’ properties or any other property offsite such property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, to the extent such release or threatened release would reasonably be expected to have a Material Adverse Effect; (c) timely obtain or file, and cause each Subsidiary to timely obtain or file, all permits, registrations, licenses, approvals, consents, exemptions, variances, or other authorizations, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiaries’ properties, to the extent such failure to obtain or file would reasonably be expected to have a Material Adverse Effect; (d) promptly commence and diligently prosecute to completion, and cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future release or threatened release of any Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ properties, to the extent failure to do so would reasonably be expected to have a Material Adverse Effect; and (e) conduct, and cause its Subsidiaries to conduct, their respective operations and businesses in a manner that will not expose any property or Person to Hazardous Materials that would reasonably be expected to cause the Borrower or its Subsidiaries to owe damages or compensation pursuant to applicable Environmental Laws that would reasonably be expected to cause a Material Adverse Effect.

Section 5.12 Further Assurances; Additional Collateral and Additional Guarantors.

(a) Further Assurances. Each of Parent and the Borrower will, and Parent and the Borrower, as applicable, will cause the General Partner and each of the other Loan Parties to, at such Person’s sole expense, make, execute and deliver all such additional and further acts, deeds, instruments and documents in a form reasonably satisfactory to the Administrative Agent, as the Administrative Agent or the Required Lenders (through the Administrative Agent) may reasonably require (i) for the purposes of complying with, or curing any defects in, the Loan Documents or otherwise implementing or effectuating the provisions of this Agreement and the other Loan Documents, (ii) to further evidence and more fully describe the Collateral intended as security for the Obligations (including updated exhibits to Collateral Documents (which shall be in recordable form for the applicable jurisdiction) and any other information reasonably requested in connection with the identification of any Collateral), or to correct any omissions in this Agreement or the Collateral Documents, or to state more fully the obligations secured therein or (iii) for the purposes of renewing the rights of the Secured Parties with respect to the Collateral as to which the Administrative Agent, for the ratable benefit of the Secured Parties, has or is intended to have a perfected Lien pursuant hereto or thereto, including filing any financing or continuation statements under the UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby or by the other Loan Documents.

(b) Additional Collateral Vessels.

(i) Upon (A) delivery of any Vessel under construction to the Borrower or any of its Restricted Subsidiaries, (B) the acquisition by the Borrower or any of its Restricted Subsidiaries of any Vessel or (C) any Vessel owned as of the Effective Date which is not a Collateral Vessel ceasing to be subject to any restrictions which prohibit the

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granting of a Collateral Vessel Mortgage on such Vessel (the “Additional Vessel Date”), the Borrower shall, within sixty (60) days (or such longer period of time as the Administrative Agent may reasonably agree) of such Additional Vessel Date, but only to the extent necessary to cause compliance with the Collateral Vessel Maintenance Coverage Requirement, execute and deliver, or cause such Restricted Subsidiary(ies) to execute and deliver, and cause to be filed for recording (or make arrangements satisfactory to the Administrative Agent for the filing for recording thereof) in the appropriate vessel registry, amendments or supplements to existing Collateral Vessel Mortgages or such other Collateral Vessel Mortgages as the Administrative Agent shall deem reasonably necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a Lien over any Vessels owned by the Borrower or any of its Restricted Subsidiaries, as applicable, not already subject to a Collateral Vessel Mortgage, to the extent necessary to ensure that, immediately after giving effect to the addition of the additional Collateral Vessels all Vessels in the registered ownership of the Borrower and its Restricted Subsidiaries (other than Excluded Vessels), but only to the extent necessary to cause compliance with the Collateral Vessel Maintenance Coverage Requirement, are subject to Collateral Vessel Mortgages. In connection with the execution and delivery of such Collateral Vessel Mortgages over such additional Collateral Vessels, the Borrower shall, or shall cause the applicable Collateral Vessel Owner, within sixty (60) days of (or such longer period of time as the Administrative Agent may reasonably agree) of the Additional Vessel Date, to (1) deliver opinions of local counsel for the jurisdiction in which the applicable additional Collateral Vessel is flagged, covering customary matters and in form and substance reasonably satisfactory to the Administrative Agent, and (2) make such filings or take such actions necessary or desirable in the reasonable opinion of the Administrative Agent to perfect the security interest created by such Collateral Vessel Mortgages.

(ii) In connection with any Collateral Vessel Mortgage, the Borrower or, so long as the counterparty under a Charter is contractually obligated to enter into a Quiet Enjoyment Agreement for the benefit of a financing party, the Administrative Agent shall be entitled to request Quiet Enjoyment Agreements and, if so requested, the Administrative Agent (and to the extent the Borrower or a Restricted Subsidiary is a required signatory, the Borrower and/or such Restricted Subsidiary) shall (A) in the case of Effective Date Collateral Vessels reasonably promptly enter into any new Quiet Enjoyment Agreement requested to replace any existing Quiet Enjoyment Agreement in effect as of the Effective Date and executed by the Prior Agent, in form and substance substantially similar to such existing Quiet Enjoyment Agreement (or, in each case another form reasonably acceptable to the Borrower and the Administrative Agent) and (B) in the case of any other Collateral Vessel, promptly enter into a Quiet Enjoyment Agreement reasonably requested by the Borrower or the Administrative Agent from time to time in form and substance reasonably acceptable to the Administrative Agent and the Borrower (it being agreed that the form attached as Exhibit H and the existing Quiet Enjoyment Agreements described in clause (A) above shall be deemed to be reasonably acceptable to the Administrative Agent and the Borrower).

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(c) Additional Guarantors; Additional Property Collateral.

(i) Within sixty (60) days (or such longer period of time as the Administrative Agent may reasonably agree) of the date that (A) any Person that is not an Excluded Subsidiary becomes a Subsidiary of the Borrower, (B) any existing Subsidiary of the Borrower that was an Excluded Subsidiary ceases to be an Excluded Subsidiary or (C) the Borrower elects to have any Excluded Subsidiary become a Discretionary Guarantor, the Borrower shall (1) cause such Subsidiary to become a Guarantor hereunder and under the other Loan Documents and duly authorize, execute and deliver to the Administrative Agent joinders to the Guaranty and Collateral Agreement and any other applicable Collateral Documents to the extent such Subsidiary is not already a party thereto, (2) pledge all of the Equity Interests of such Subsidiary that are owned by the Borrower or any Guarantor (and deliver the original stock certificates, if any, evidencing the Equity Interests of such Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (3) cause such Subsidiary to grant Liens in favor of the Administrative Agent on all property of such Subsidiary (other than property excluded from the grant of such Liens pursuant to the terms of the applicable Collateral Documents) and (4) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent. It is agreed and understood that the Borrower may (in its sole discretion) cause any Subsidiary to become a Guarantor and to execute and deliver the Guaranty and Collateral Agreement and any other applicable Collateral Document (or a supplement to any such document).

(ii) Within thirty (30) days (or such longer period as the Administrative Agent may agree in writing in its sole discretion) after the delivery of any certificate of a Financial Officer of the Borrower pursuant to Section 5.1(c) identifying the acquisition by any Loan Party of any intellectual property that is required to be pledged as Collateral pursuant to the terms of the Loan Documents, which intellectual property would not be automatically subject to a Lien in favor of the Administrative Agent pursuant to the then-existing Collateral Documents, the Borrower cause such intellectual property rights to be subject to a Lien and security agreement, if applicable, in favor of the Administrative Agent for the benefit of the Secured Parties and take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, in each case to the extent required by, and subject to the applicable limitations and exceptions of, the Collateral Documents and to otherwise comply with the requirements of the Collateral Documents.

(iii) In addition to the other requirements of this Section 5.12, if at any time (x) any Loan Party (including any Discretionary Guarantor) that is not an Immaterial Subsidiary is organized under the laws of a jurisdiction other than the United States of America (or any State thereof) and (y) the Administrative Agent determines in its reasonable discretion that the execution and delivery of additional Collateral Documents is necessary or advisable in order to effectuate the pledge of Equity Interests of, the grant of Liens by, or the Guarantee by such Loan Party contemplated by this Section 5.12 under the applicable laws of any such jurisdiction (including any non-U.S. jurisdiction), then within sixty (60) days (or such longer period of time as the Administrative Agent may

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reasonably agree) after written notice thereof by the Administrative Agent to the Borrower, the Borrower shall, and shall cause its applicable Restricted Subsidiaries to, execute and deliver such additional Collateral Documents to the Administrative Agent, together with such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewith; provided, however that such Restricted Subsidiaries shall not be required to execute such additional Collateral Documents if the Administrative Agent is not able to fulfill its obligations under Section 5.12(b)(ii) (it being understood and agreed that any failure to deliver such additional Collateral Documents may result in the underlying Vessel ceasing to be a Collateral Vessel Maintenance Asset for all purposes under this Agreement).

Section 5.13 Change of Ownership; Registry; Management; Legal Names; Type of Organization (and whether a Registered Organization); Jurisdiction of Organization; Etc.

(a) Flag and Registry. The Borrower shall, and shall cause its Restricted Subsidiaries to, maintain the flag and vessel or ship registry in an Acceptable Flag Jurisdiction with respect to each Vessel owned by the Borrower or its Restricted Subsidiaries.

(b) Corporate Changes. Promptly, but in any event, within ten (10) Business Days after the occurrence thereof (or such later date as the Administrative Agent may agree to in its sole discretion), the Borrower shall deliver, or cause to be delivered, to the Administrative Agent written notice of any change in (i) the Borrower’s or any Guarantor’s corporate name, (ii) the jurisdiction in which the Borrower or any Guarantor is incorporated, formed, or otherwise organized, (iii) the location of the Borrower’s or any Guarantor’s chief executive office, (iv) the Borrower’s or any Guarantor’s identity or corporate, limited liability or partnership structure, or (v) the Borrower’s or any Guarantor’s organizational identification number in such jurisdiction of organization or federal taxpayer identification, and shall thereafter take, or cause to be taken, all actions reasonably requested by the Administrative Agent to maintain the security interests of the Administrative Agent, for the benefit of the Secured Parties, in the Collateral intended to be granted under the Collateral Documents at all times perfected and in full force and effect to the extent required by the Collateral Documents.

Section 5.14 Unrestricted Subsidiaries.

(a) Each of Parent and the Borrower will cause the management, business and affairs of each of Parent, the General Partner, the Borrower, the Restricted Subsidiaries and the Unrestricted Subsidiaries to be conducted in such a manner (including, without limitation, by keeping separate books of account and by not permitting properties of the Borrower and the Restricted Subsidiaries to be commingled) so that each Unrestricted Subsidiary will be treated as a legal entity separate and distinct from the Borrower and its Restricted Subsidiaries.

(b) Unless designated as an Unrestricted Subsidiary on Schedule 5.14 as of the Effective Date or designated as such thereafter, subject to Section 5.14(c), any Person that becomes a Subsidiary of the Borrower or any of its Restricted Subsidiaries shall be classified as a Restricted Subsidiary.

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(c) The Borrower may designate by written notification thereof to the Administrative Agent, any Restricted Subsidiary, including a newly formed or newly acquired Subsidiary, as an Unrestricted Subsidiary if (i) immediately prior, and upon giving effect, to such designation, no Default has occurred and is continuing or would immediately result therefrom, (ii) such designation is deemed to be an Investment in an Unrestricted Subsidiary in an amount equal to the fair market value as of the date of such designation of the Borrower’s direct and indirect ownership interest in such Subsidiary and such Investment would be permitted to be made at the time of such designation under Section 6.5 on a pro forma basis at the time of such designation after giving effect to such designation and deemed Investment and (iii) the Borrower and such Subsidiary comply with the requirements of Section 5.12. Except as provided in this Section 5.14(c), no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. None of the Borrower or any Subsidiary that owns any Equity Interests or Indebtedness of, or holds any Lien on any property of, the Borrower or any Restricted Subsidiary of the Borrower that is not a Subsidiary to be so designated may be designated as an Unrestricted Subsidiary.

(d) The Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary if, immediately after giving effect to such designation, (i) no Default has occurred and is continuing or would immediately result therefrom and (ii) such designation is deemed to be the incurrence at such time of designation of any Investment, Indebtedness and Liens of such Subsidiary existing at such time and such Investment, Indebtedness and Liens would be permitted to be made or incurred at the time of such designation under each of Section 6.5, Section 6.1 and Section 6.2.

(e) No Unrestricted Subsidiary shall have any Indebtedness (other than Non-Recourse Debt (including Indebtedness that is supported by Specified Newbuild Guarantees)), and the Borrower will not, and will not permit any of the Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Indebtedness of any of the Unrestricted Subsidiaries (other than (i) a Guarantee pursuant to the Experience Standby Charter Guarantee, (ii) any Specified Newbuild Guarantees, or (iii) for the avoidance of doubt to the limited extent contemplated in the definition of Non-Recourse Debt).

(f) The Borrower will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any indebtedness of, any Loan Party.

If, at any time, any Unrestricted Subsidiary fails to meet the requirements of Section 5.14(d), it shall thereafter cease to be an Unrestricted Subsidiary for purposes hereof and any Indebtedness and Investments of the Subsidiary and any Liens on assets of such Subsidiary shall be deemed to be incurred or made by a Restricted Subsidiary at such time and the Borrower shall not be deemed to be in default of this Section 5.14, but if the Indebtedness is not permitted to be incurred under Section 6.1, the Investments are prohibited by Section 6.5, or the Lien is not permitted under Section 6.2, the Borrower shall be in default of the applicable covenant.

Section 5.15 Commodity Exchange Act Keepwell Provisions. The Borrower hereby guarantees the payment and performance of all Indebtedness of each Loan Party (other than the Borrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Loan Party (other than the Borrower) in order for such Loan Party to honor its obligations under its respective Guarantee of the

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Obligations including obligations with respect to Swap Agreements (provided, however, that the Borrower shall only be liable under this Section 5.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 5.15, or otherwise under this Agreement or any Loan Document, as it relates to such other Loan Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower under this Section 5.15 shall remain in full force and effect until the Commitments have expired or been terminated and the Obligations shall have been paid in full in cash (other than any indemnification and other contingent obligations not then due and payable and as to which no claim has been made at such time) and all Letters of Credit shall have expired or terminated, in each case, without any pending draw (or arrangements otherwise reasonably satisfactory to the applicable Issuing Bank in respect thereof have been made), and all LC Disbursements shall have been reimbursed. The Borrower intends that this Section 5.15 constitute, and this Section 5.15 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Section 5.16 Post-Closing Undertakings. As promptly as practicable, and in any event within the time periods after the Effective Date specified in Schedule 5.16 (or, subject to Section 4.2(e)(iv), such later date as the Administrative Agent may agree in writing in its sole but good faith discretion), the Borrower shall deliver, or cause to be delivered, the documents or take, or cause to be taken, the actions specified on Schedule 5.16.

Section 5.17 Recycling and Green Scrapping. Each of Parent and the Borrower will cause the management, business and affairs of each of Parent, the General Partner, the Borrower, and the Restricted Subsidiaries to:

(a) use commercially reasonable efforts to ensure that any Collateral Vessel under its control and being scrapped prior to the discharge of Secured Obligations, is recycled at a recycling yard, in accordance with the provisions of the Hong Kong International Convention (the “Hong Kong Convention”) for the Safe and Environmentally Sound Recycling of Ships, 2009 and/or Regulation (EU) No 1257/2013 of the European Parliament and of the Council of 20 November 2013 on ship recycling and amending Regulation (EC) No 1013/2006 and Directive 2009/16/EC, as applicable (the “EU SRR”);

(b) as required by applicable law, prepare and maintain an Inventory of Hazardous Material in respect of the applicable Collateral Vessel. For the purposes of this clause, “Inventory of Hazardous Material” means a statement of compliance issued by the relevant Classification Society which includes a list of hazardous materials present at any Collateral Vessel prepared in accordance with the Hong Kong Convention and/or EU SRR, as applicable; and

(c) in the event that the Borrower undertakes to dismantle a Collateral Vessel (or to sell such Collateral Vessel with the intention of it being dismantled) with the prior written consent of the Administrative Agent (or any other Vessel owned by it), it shall use commercially reasonable efforts to comply with the Hong Kong Convention and/or EU Ship Recycling Regulation, 2013, and to the extent a Collateral Vessel is to be dismantled in the US, United States laws.

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Section 5.18 Poseidon Principles. Upon the request of any Lender (which request shall set forth the data requested), and at the cost of the Borrower, on or before July 31^st in each calendar year, the Borrower shall supply or procure the supply to the Administrative Agent, with respect to Vessels subject to the Poseidon Principles, of all information necessary in order for that Lender to comply with its obligations under the Poseidon Principles in respect of the preceding year, including, without limitation, all ship fuel oil consumption data required to be collected and reported in accordance with Regulation 22A of Annex VI relating to the Collateral Vessels for the preceding calendar year provided always that no Lender shall publicly disclose such information with the identity of a Collateral Vessel without the prior written consent of the Borrower. For the avoidance of doubt, such information shall be confidential under this Agreement, but the Borrower acknowledges that, in accordance with the Poseidon Principles, such information will form part of the information published regarding the relevant Lender’s portfolio climate alignment.

ARTICLE VI

NEGATIVE COVENANTS

Until the Commitments have expired or terminated and the Obligations shall have been paid in full in cash (other than any indemnification and other contingent obligations not then due and payable and as to which no claim has been made at such time) and all Letters of Credit have expired or terminated, in each case, without any pending draw (or arrangements otherwise reasonably satisfactory to the applicable Issuing Bank in respect thereof have been made), and all LC Disbursements shall have been reimbursed, the Borrower (and, to the extent expressly set forth herein, Parent) covenants and agrees with the Administrative Agent, the Issuing Banks and the Lenders that:

Section 6.1 Indebtedness. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or permit to exist any Indebtedness, except:

(a) Indebtedness created hereunder and under the other Loan Documents;

(b) (i) Indebtedness existing on the Effective Date or with respect to binding commitments existing as of the Effective Date and set forth in Schedule 6.1 and (ii) Permitted Refinancing Indebtedness in respect thereof;

(c) intercompany Indebtedness owed (i) by any Loan Party to another Loan Party, (ii) by a Loan Party to a non-Loan Party Restricted Subsidiary (provided, that such Indebtedness in this clause (ii) shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent), (iii) by a non-Loan Party Restricted Subsidiary to another non-Loan Party Restricted Subsidiary, and (iv) by a non-Loan Party Restricted Subsidiary to a Loan Party to the extent permitted under Section 6.5;

(d) Guarantees by the Borrower or any Restricted Subsidiary with respect to Indebtedness of the Borrower and its Restricted Subsidiaries permitted under this Section 6.1 (excluding Non-Recourse Debt incurred under Section 6.1(r) below) or constituting Investments permitted under Section 6.5;

(e) (i) Indebtedness of the Borrower or any Restricted Subsidiary incurred to finance (or reimburse the Borrower or Restricted Subsidiary for) the acquisition, refurbishment,

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construction, repair, expansion, installation, design or improvement of any equipment, fixed or capital assets (whether through the direct acquisition of property or purchase of Equity Interests of any Person owning such property), including Capital Lease Obligations and Synthetic Leases and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof; provided that (A) no Event of Default shall have occurred and be continuing or would immediately result therefrom, (B) such Indebtedness shall be incurred within one hundred eighty (180) days after such acquisition or the completion of such construction or improvement and (C) the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed the greater of (1) $20,000,000 and (2) 1.00% of Total Assets at such time and (ii) Permitted Refinancing Indebtedness in respect thereof;

(f) (i) Indebtedness of any Person that becomes a Restricted Subsidiary of the Borrower, to the extent such Indebtedness is outstanding at the time such Person becomes a Restricted Subsidiary of the Borrower and was not incurred in contemplation thereof, and Indebtedness assumed by the Borrower or any Restricted Subsidiary in connection with its acquisition (whether by merger, consolidation, acquisition of all or substantially all of the assets or acquisition that results in the ownership of greater than fifty percent (50%) of the Equity Interests (other than Disqualified Capital Stock) of a Person) of another Person to the extent such Indebtedness is outstanding at the time of such acquisition and not incurred in contemplation thereof; provided that (A) no Event of Default shall have occurred and be continuing or would immediately result therefrom, (B) after giving effect to the incurrence of such Indebtedness, on a pro forma basis, the Consolidated Total Leverage Ratio shall not exceed the level that would apply under Section 6.10(a) minus 0.75:1.00 and (C) the aggregate principal amount of Indebtedness permitted by this Section 6.1(f) shall not exceed the greater of (x) $50,000,000 and (y) 2.50% of Total Assets (determined on a pro forma basis after giving effect to such Indebtedness and such acquisition) and (ii) Permitted Refinancing Indebtedness in respect thereof;

(g) Indebtedness of the Borrower or any Restricted Subsidiary or any Person that becomes a Restricted Subsidiary (or of any Person not previously a Restricted Subsidiary that is merged or consolidated with or into the Borrower or a Restricted Subsidiary); provided that at the time of the incurrence thereof (or the time such Person becomes a Restricted Subsidiary, as applicable) and after giving pro forma effect thereto, after giving effect to the incurrence of such Indebtedness, on a pro forma basis, the Consolidated Total Leverage Ratio shall not exceed the level that would apply under Section 6.10(a) minus 0.75:1.00;

(h) Indebtedness consisting of the financing of insurance premiums;

(i) Indebtedness under Swap Agreements permitted under Section 6.6;

(j) Indebtedness in respect of bids, trade contracts, performance guarantees, leases, letters of credit, statutory obligations, performance bonds, bid bonds, appeal bonds, surety bonds, customs bonds and similar obligations, in each case provided in the ordinary course of business;

(k) Indebtedness owed in respect of any immaterial overdrafts and related liabilities arising from any treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds;

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(l) Indebtedness incurred by a Restricted Subsidiary that is not a Guarantor hereunder; provided that the amount of Indebtedness permitted by this Section 6.1(l) (i) shall not exceed $20,000,000 at the time of and after giving effect to such incurrence and (ii) shall be utilized solely for working capital purposes;

(m) Indebtedness in an amount equal to the amount of any cash qualified equity contribution received by the Borrower from the Parent that is not otherwise applied to permit Investments under Section 6.5(e) or Restricted Payments under Section 6.7(h;

(n) other Indebtedness in an aggregate principal amount not to exceed the greater of (i) $50,000,000 and (ii) 2.50% of Total Assets, at such time; provided that, no Event of Default shall have occurred and be continuing or would immediately result therefrom;

(o) Indebtedness arising from an uncommitted letter of credit in an amount not to exceed $150,000,000; provided that no such Indebtedness referred to in this Section 6.1(o) shall extend longer than 364 days and, to the extent such indebtedness is pari passu or senior in payment priority, the issuer must be a Lender or an Affiliate of a Lender at the time such Indebtedness was incurred (letters of credit issued pursuant to this clause (o), “Other Letters of Credit”);

(p) Indebtedness consisting of operating leases entered into in the ordinary course of business (excluding, for the avoidance of doubt, any Indebtedness permitted under Section 6.1(q)(ii));

(q) (i) the Experience Standby Charter Guarantee and (ii) Indebtedness incurred or assumed by, or novated to, the Borrower on or after the Experience Standby Charter Guarantee Call Date to satisfy the Borrower’s obligations under the Experience Standby Charter Guarantee; provided that, in the case of this clause (ii), (A) no Default shall have occurred and be continuing or would immediately result from such incurrence, assumption or novation and (B) after giving pro forma effect to the incurrence, assumption or novation of such Indebtedness (and, for such purpose, calculating Consolidated EBITDA as if the Experience had been acquired on the first day of the relevant Test Period preceding the date of such incurrence, assumption or novation), the Borrower shall be in compliance with Section 6.10(a);

(r) Indebtedness of the Borrower and its Restricted Subsidiaries to the limited extent contemplated under the definition of Non-Recourse Debt (including Specified Newbuild Guarantees) incurred to finance Newbuild Projects; provided that (i) such Indebtedness shall only be secured by Liens that are not prohibited under the definition of Non-Recourse Debt or otherwise under Section 6.2 and (ii) the outstanding principal amount of Indebtedness referred to in this Section 6.1(r) shall not, on a consolidated basis, exceed $300,000,000; and

(s) Indebtedness of the Borrower or any Restricted Subsidiary incurred pursuant to a Permitted Factoring Arrangement; provided that the outstanding principal (or equivalent) amount of Indebtedness referred to in this Section 6.1(s) shall not exceed $25,000,000.

Subject to compliance with Section 5.14 and all other applicable restrictions under this Agreement, for purposes of determining compliance at any time with this Section 6.1, in the event that any Indebtedness meets the criteria of more than one of the categories of transactions permitted

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pursuant to this Section 6.1, Borrower, in its good faith discretion, may, from time to time, classify (or reclassify) such transaction (or portion thereof) at the time such Indebtedness is incurred (or in the case of reclassification at any time thereafter) to include the amount and type of such Indebtedness (or portion thereof) in any one or more categories of this Section 6.1; provided that (i) all Indebtedness in respect of Permitted Factoring Arrangements shall be incurred solely in accordance with Section 6.1(s), and (ii) no such reclassification will operate to waive any Event of Default that occurs as a result of the initial incurrence of such Indebtedness not being permitted to be incurred under any category of transactions permitted pursuant to this Section 6.1 at the time incurred. Guarantees of Indebtedness that are otherwise already included in the determination of a particular amount of Indebtedness shall not be duplicated or additive in the determination of such amount of Indebtedness incurred provided that the incurrence of the Indebtedness represented by such guarantee was in compliance with this Section 6.1.

Section 6.2 Liens. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it except:

(a) Permitted Encumbrances;

(b) Permitted Maritime Liens;

(c) any Lien created under the Loan Documents and Liens securing Obligations under Specified Cash Management Agreements and Specified Swap Agreements;

(d) any Lien on any property or asset of the Borrower or any Restricted Subsidiary existing on the date hereof and set forth in Schedule 6.2; provided that (i) such Lien shall not attach to any other property or asset of the Borrower or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof (and any Permitted Refinancing Indebtedness in respect thereof);

(e) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be (and any Permitted Refinancing Indebtedness in respect thereof);

(f) Liens on equipment, fixed or capital assets acquired, refurbished, constructed, repaired, expanded, installed, designed or improved by the Borrower or any Restricted Subsidiary; provided that (i) such Liens secure Indebtedness permitted by Section 6.1(e), (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within one hundred eighty (180) days after such acquisition, refurbishment, construction, repair, expansion, installation, design or improvement, and (iii) such Liens shall not apply to any other property or assets of the

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Borrower or any Restricted Subsidiary (other than proceeds and products thereof, accessions thereto and improvements thereon);

(g) Liens solely on the Equity Interests of an Unrestricted Subsidiary or Venture owned by the Borrower or any Restricted Subsidiary securing Non-Recourse Debt of such Unrestricted Subsidiary or Venture;

(h) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;

(i) other Liens securing Indebtedness in an aggregate principal amount not to exceed the greater of (i) $50,000,000 and (ii) 2.50% of Total Assets, at such time; provided that no Event of Default shall have occurred and be continuing or would immediately result therefrom;

(j) Liens securing Subordinated Indebtedness; provided that at the time of the incurrence of such Indebtedness and after giving pro forma effect thereto, on a pro forma basis, the Consolidated Total Leverage Ratio shall not exceed the level that would apply under Section 6.10(a) minus 0.75:1.00; and

(k) Liens on Permitted Factoring Assets securing Indebtedness permitted by Section 6.1(s).

Subject to compliance with Section 5.14 and all other applicable restrictions under this Agreement, for purposes of determining compliance at any time with this Section 6.2, in the event that any Lien meets the criteria of more than one of the categories of transactions permitted pursuant to this Section 6.2, Borrower, in its good faith discretion, may, from time to time, classify (or reclassify) such Lien (or portion thereof) at the time such Lien is incurred (or in the case of reclassification at any time thereafter) to include the amount and type of such Lien (or portion thereof) in any one or more categories of this Section 6.2; provided that (i) all Liens in respect of Permitted Factoring Arrangements shall be incurred solely in accordance with Section 6.2(k), and (ii) no such reclassification will operate to waive any Event of Default that occurs as a result of the initial incurrence of such Lien not being permitted to be incurred under any category of transactions permitted pursuant to this Section 6.2 at the time incurred. Notwithstanding the foregoing, no Liens securing Indebtedness for borrowed money shall be permitted to exist on Collateral constituting Equity Interests in the Borrower or any Guarantor, other than Liens permitted by Sections 6.2(a), (c) and (j).

Section 6.3 Fundamental Changes.

(a) The Borrower will not, and will not permit any of its Restricted Subsidiaries to, wind up, liquidate or dissolve its affairs, merge into or with or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or Dispose of all or substantially all of its assets to any other Person (whether now owned or hereafter acquired), except that:

(i) the Borrower may merge or consolidate with, any other Person, so long as (A) the Borrower is the surviving Person of any such merger or consolidation, (B) no Default has occurred and is continuing or would immediately result therefrom,

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(C) the Borrower remains liable for its obligations under the Loan Documents and all the rights and remedies thereunder remain in full force and effect and (D) no Change in Control occurs as a result thereof;

(ii) any Restricted Subsidiary of the Borrower may merge with and into, consolidate with or be dissolved or liquidated into, the Borrower or any Restricted Subsidiary, so long as (A) in the case of any such merger, consolidation, dissolution or liquidation involving the Borrower, the Borrower is the surviving Person of any such merger, consolidation, dissolution or liquidation and (B) except as provided in preceding clause (A), in the cases of any such merger, consolidation, dissolution or liquidation involving a Guarantor, the Guarantor (or a Guarantor) is the surviving corporation of any such merger, consolidation, dissolution or liquidation (or in the case of a dissolution or liquidation, the assets of the dissolved or liquidated Guarantor that are not otherwise disposed of in accordance with this Section 6.3, shall be transferred to or otherwise owned by another Guarantor);

(iii) any Restricted Subsidiary may merge or consolidate with any other Person, so long as (A) in the case of any merger or consolidation involving a Guarantor, either the Guarantor is the surviving Person of any such merger or consolidation or such other Person becomes a Guarantor hereunder upon the consummation of any such merger or consolidation and (B) no Default has occurred and is continuing or would immediately result therefrom; and

(iv) the Borrower and its Restricted Subsidiaries shall be permitted to Dispose of assets as permitted by Section 6.4 or the definition of Asset Sale.

(b) The Borrower will not, and will not permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Restricted Subsidiaries on the date of execution of this Agreement and businesses reasonably related or incidental thereto (including the ownership of Equity Interests of Persons engaged in such businesses).

(c) Parent will not permit its fiscal year to end on a day other than December 31 or change its method of determining its fiscal quarters.

Section 6.4 Limitation on Asset Sales. The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, consummate any Asset Sale, unless (a) no Default has occurred and is continuing or would immediately result therefrom, (b) such Asset Sale is for fair market value, (c) not less than 80% of the consideration received by the Borrower and its Restricted Subsidiaries is cash or Cash Equivalents, and (d) immediately before and immediately after giving pro forma effect to such Asset Sale, the Borrower is in pro forma compliance with the covenants set forth in Section 6.10; provided that no Asset Sale (other than clauses (e), (j) and (m) of the definition of Asset Sale) of (i) a Collateral Vessel or (ii) the Equity Interests of any Person owning a Collateral Vessel shall be permitted under this Section 6.4; provided, further, that notwithstanding anything to the contrary contained in this Section 6.4, the Finland Charter Purchase is permitted under this Section 6.4.

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Section 6.5 Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, make, or permit to remain outstanding, any Investments in or to any Person, except:

(a) Investments in cash and Cash Equivalents;

(b) (i) Investments existing on the Effective Date or with respect to binding commitments existing as of the Effective Date and set forth in Schedule 6.5 and (ii) Investments existing on the Effective Date constituting Equity Interests of any Subsidiaries or Ventures existing on the Effective Date;

(c) Investments by (i) a Loan Party in another Loan Party (or in any Person that substantially concurrently (or within the time period required under Section 5.12) with the making of such Investment will become a Loan Party), (ii) a non-Loan Party Restricted Subsidiary in another non-Loan Party Restricted Subsidiary, (iii) a non-Loan Party in a Loan Party and (iv) a Loan Party in a non-Loan Party Restricted Subsidiary, in the case of this subclause (iv) in an aggregate amount not to exceed $5,000,000 outstanding.

(d) Investments in Unrestricted Subsidiaries and in joint ventures and general or limited partnerships or other types of entities entered into by the Borrower or a Restricted Subsidiary with third parties pursuant to a bona fide transaction in any line of business permitted under Section 6.3 (a “Venture”) and any subsequent Investments in such Persons; provided that (i) no Event of Default shall have occurred and be continuing or would immediately result therefrom and (ii) the aggregate amount of Investments pursuant to this clause (d) shall not exceed the greater of (1) $20,000,000 and (2) 1.00% of Total Assets, in the aggregate outstanding; provided, further, that any Investment in an Unrestricted Subsidiary or Venture made during the term of this Agreement pursuant to this Section 6.5(d) (including in connection with the conversion of a Restricted Subsidiary to an Unrestricted Subsidiary pursuant to Section 5.14) shall be deemed to be outstanding at any time of determination under this Section 6.5(d) notwithstanding a sale, transfer or other Disposition of all or a portion of the Equity Interests or property of such Unrestricted Subsidiary or Venture except to the extent, and solely to the extent, (x) such sale, transfer or other Disposition is made for fair market value and (y) the proceeds of, or property or assets received as consideration for, such sale, transfer or other Disposition are received by the Borrower or a Restricted Subsidiary;

(e) Investments that are made solely (i) in exchange for receipt by the Borrower or any of its Restricted Subsidiaries of additional Equity Interests of a Parent Entity or the Borrower or (ii) with any cash proceeds that are actually received by the Borrower from a substantially concurrent offering of Equity Interests of a Parent Entity or the Borrower or as a capital contribution from a Parent Entity, so long as no Event of Default has occurred and is continuing or would immediately result therefrom and such proceeds are not otherwise applied to permit Indebtedness under Section 6.1(m) or Restricted Payments under Section 6.7(h));

(f) the Borrower and its Restricted Subsidiaries may contribute the Summit to an Unrestricted Subsidiary or designate the Restricted Subsidiary that owns the Summit as an Unrestricted Subsidiary in accordance with Section 5.14 and such Investment shall be permitted under this Section 6.5(f), so long as (i) no Event of Default has occurred and is continuing or

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would immediately result therefrom, (ii) immediately after giving effect to such Investment, the Summit is the only Vessel owned by such Unrestricted Subsidiary and (iii) such Investment (excluding the portion thereof represented by the Summit) would otherwise be permitted under this Section 6.5 at the time thereof;

(g) Investments so long as, (i) no Default has occurred and is continuing or would immediately result therefrom and (ii) immediately before and immediately after giving pro forma effect to such Investment, (A) Liquidity is not less than $100,000,000 and (B) the Consolidated Total Leverage Ratio does not exceed 2.75:1.00;

(h) Investments in an aggregate amount not to exceed the sum of (i) Retained IPO Proceeds designated solely for such purpose, plus (ii) the Net Cash Proceeds of the issuance of common Equity Interests in the Parent that are contributed to the Borrower after the Effective Date and are not designated or utilized for any other purpose, so long as at the time of any such Investment under this clause (h) (A) no Default has occurred and is continuing or would immediately result therefrom, (B) immediately before and immediately after giving pro forma effect to such Investment, Liquidity is not less than $100,000,000 and (C) a certificate by a Responsible Officer certifying as to the remaining Retained IPO Proceeds and calculations;

(i) loans or advances to employees, officers or directors in the ordinary course of business of the Borrower or any of its Restricted Subsidiaries, in each case only as permitted by applicable law, but in any event not to exceed $2,000,000 in the aggregate at any time outstanding;

(j) Swap Agreements permitted by Section 6.6;

(k) Investments received in connection with Asset Sales permitted under Section 6.4 and the definition of Asset Sale;

(l) any Investment owned by a Person at the time such Person is acquired and becomes a Restricted Subsidiary pursuant to any acquisition not prohibited by this Agreement; provided that such Investment was not made in connection with or in contemplation of such acquisition of any Subsidiary, any assets or a line of business;

(m) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 6.5 or from accounts receivable and other similar obligations arising in the ordinary course of business, which Investments are obtained by Parent, the Borrower or any Restricted Subsidiary as a result of a bankruptcy or other insolvency proceeding of, or difficulties in collecting from, the obligor in respect of such obligations;

(n) Investments made by the Borrower or any Restricted Subsidiary in a non-Guarantor Restricted Subsidiary, Venture or Unrestricted Subsidiary consisting of the Specified Newbuild Guarantees; and

(o) other Investments not otherwise permitted by this Section 6.5 in an aggregate amount not exceeding the greater of (i) $50,000,000 and (ii) 2.50% of Total Assets at any time outstanding (measured at the time incurred or reclassified, as applicable).

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Subject to compliance with Section 5.14 and all other applicable restrictions under this Agreement, for purposes of determining compliance at any time with this Section 6.5, in the event that any Investment meets the criteria of more than one of the categories of transactions permitted pursuant to this Section 6.5, Borrower, in its good faith discretion, may, from time to time, classify (or reclassify) such Investment (or portion thereof) at the time such Investment is incurred (or in the case of reclassification at any time thereafter) to include the amount and type of such Investment (or portion thereof) in any one or more categories of this Section 6.5; provided that no such reclassification will operate to waive any Event of Default that occurs as a result of the initial making of such Investment not being permitted under any category of transactions permitted pursuant to this Section 6.5 at the time made.

Section 6.6 Swap Agreements. The Borrower and its Restricted Subsidiaries shall not enter into any Swap Agreements other than Swap Agreements that are entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Restricted Subsidiary of the Borrower, or to hedge currency exposure or to hedge commodity prices, which, in each case, are entered into for bona fide risk mitigation purposes and that are not speculative in nature; provided that the obligations under any such Swap Agreement may not be secured by any Liens on the assets of Parent, the General Partner, the Borrower and the Borrower’s Restricted Subsidiaries unless they are Specified Swap Agreement Obligations.

Section 6.7 Restricted Payments. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, declare or make, directly or indirectly, any Restricted Payment, except:

(a) Permitted Payments to Parent Entities;

(b) Permitted Tax Distributions;

(c) the Borrower and its Restricted Subsidiaries may make cash payments in lieu of the issuance of fractional shares of Equity Interests upon conversion or exchange of securities convertible into or exchangeable for Equity Interests of Parent, the Borrower or such Restricted Subsidiary, in an aggregate amount not to exceed $500,000;

(d) no more than once per fiscal quarter, the Borrower may make a Restricted Payment to Parent in an aggregate amount for all such Restricted Payments in any fiscal year not to exceed 1.0% of the aggregate value (calculated based on price-per-share basis) of the issued and outstanding Equity Interests of Parent; provided that, at the time of payment, no Default has occurred and is continuing or would immediately result therefrom;

(e) any Restricted Subsidiary may declare and pay dividends to, repurchase its Equity Interests from, or make other distributions to, the holders of any class of its Equity Interests on a pro rata basis among holders of such class (or better, with respect to any holders that are Loan Parties or Restricted Subsidiaries);

(f) so long as no Event of Default has occurred and is continuing or would immediately result therefrom, the Borrower and its Restricted Subsidiaries may make distributions to Parent in an aggregate amount not to exceed (i) any payments required to be made by Parent

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under, and subject to the provisions of, the Tax Receivable Agreement (excluding any payments pursuant to Article III of the Tax Receivable Agreement) on or prior to the date thereof or within the thirty (30) day period immediately following the date thereof, (ii) any payments required to be made by Parent under, and subject to the provisions of, Article III of the Tax Receivable Agreement on or prior to the date thereof or within the thirty (30) day period immediately following the date thereof, so long as, in the case of this clause (ii), and (iii) immediately before and immediately after giving pro forma effect to such Restricted Payment, (A) Liquidity is not less than $150,000,000 and (B) the Consolidated Total Leverage Ratio does not exceed 2.00:1.00;

(g) the Borrower and each Restricted Subsidiary may make Restricted Payments solely with Equity Interests of the Borrower or such Restricted Subsidiary (other than Disqualified Capital Stock);

(h) Repurchases of Equity Interests of the Borrower solely (i) in exchange for additional Equity Interests of the Borrower or (ii) with any cash proceeds that are actually received by the Borrower from a substantially concurrent offering of Equity Interests of a Parent Entity or the Borrower or as a capital contribution from a Parent Entity, so long as no Event of Default has occurred and is continuing or would immediately result therefrom and such proceeds are not otherwise applied to permit any Indebtedness under Section 6.1(m) or Investments under Section 6.5(e);

(i) the Borrower and its Restricted Subsidiaries may make Restricted Payments so long as, (i) no Default has occurred and is continuing or would immediately result therefrom and (ii) immediately before and immediately after giving pro forma effect to such Restricted Payment, (A) Liquidity is not less than $150,000,000 and (B) the Consolidated Total Leverage Ratio does not exceed 2.00:1.00;

(j) the Borrower and its Restricted Subsidiaries may make Restricted Payments with respect to an employee buyback basket in an amount not to exceed $5,000,000 per annum plus up to $5,000,000 additional carried over from the immediately prior year to the extent unutilized in such prior year;

(k) to the extent Disqualified Capital Stock of the Parent is issued pursuant to a basket permitted under Section 6.1, payment of dividends on such Disqualified Capital Stock shall be permitted so long as at the time of any such payment, (i) no Default has occurred and is continuing or would immediately result therefrom and (ii) immediately before and immediately after giving pro forma effect to such Restricted Payment, (A) Liquidity is not less than $100,000,000 and (B) the Consolidated Total Leverage Ratio does not exceed 3.00:1.00; provided that, if the aggregate value of all unsecured debt of the Loan Parties (excluding any Specified Newbuild Guarantees), as of the applicable Test Period, is equal to or greater than $250,000,000, such maximum permitted Consolidated Total Leverage Ratio shall be increased to 3.75:1.00; and

(l) Restricted Payments within 90 days after the date of declaration thereof, the entering into any agreement with respect thereto or the giving of notice thereof as applicable, if at the date of declaration, entry into such agreement or the giving of notice thereof as applicable, such Restricted Payment would have been permitted hereunder.

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Section 6.8 Transactions with Affiliates. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except:

(a) in the ordinary course of business at prices and on terms and conditions (taken as a whole) not less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties;

(b) transactions between or among the Borrower and its Restricted Subsidiaries (including any entity that becomes a Restricted Subsidiary as a result of such transaction) not involving any Affiliate (other than an Affiliate that is the Parent, the Borrower or a Restricted Subsidiary (including any entity that becomes a Restricted Subsidiary as a result of such transaction));

(c) the transactions existing on the Effective Date and set forth on Schedule 6.8 (including any amendment thereto that is not adverse to the Lenders in any material respect as compared to the applicable arrangements in effect on the Effective Date);

(d) any Restricted Payment permitted by Section 6.7 and Investments permitted under Section 6.5;

(e) the transactions under the Tax Receivable Agreement that are not prohibited hereunder;

(f) the provision of any credit support by the Borrower or a Restricted Subsidiary to an Unrestricted Subsidiary or Venture in the ordinary course of business in the form of a Letter of Credit issued in accordance with Section 2.6(k) and otherwise permitted under this Agreement;

(g) Dispositions permitted by clauses (f)(ii) and (m) of the definition of Asset Sale; and

(h) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, officers and employees of Parent, the Borrower and the Restricted Subsidiaries in the ordinary course of business.

Section 6.9 Restrictive Agreements. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets in order to secure the Obligations, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or other Equity Interests or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any Restricted Subsidiary; provided that:

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(i) the foregoing shall not apply to restrictions and conditions imposed by applicable law or by this Agreement;

(ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.9 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition);

(iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or assets pending such sale; provided that such restrictions and conditions apply only to the Restricted Subsidiary or assets that are to be sold and such sale is permitted hereunder;

(iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness;

(v) clause (a) of the foregoing shall not apply to customary provisions in leases restricting the assignment thereof;

(vi) clause (a) of the foregoing shall not apply to customary provisions contained in licenses of intellectual property and other similar agreements entered into in the ordinary course of business;

(vii) clause (a) of the foregoing shall not apply to customary provisions restricting assignment of any agreement entered into in the ordinary course of business;

(viii) the foregoing shall not apply to any agreement in effect at the time such Person becomes a Subsidiary of the Borrower, so long as such agreement was not entered into in contemplation of such Person becoming such a Subsidiary;

(ix) the foregoing shall not apply to customary provisions in Venture agreements or the constitutional documents of any Restricted Subsidiary that is not a Wholly-Owned Subsidiary and other similar agreements applicable to Ventures entered into in the ordinary course of business; and

(x) clause (a) of the foregoing shall not apply to customary provisions (A) contained in agreements in respect of floating storage regasification units (FSRUs) or other Vessels entered into after the Effective Date in the ordinary course of business and (B) which condition the creation or incurrence of Liens and other encumbrances upon such FSRU or other Vessel upon conditions of quiet enjoyment and other similar limitations on the impairment of use by a charter party of the subject FSRU or Vessel.

Section 6.10 Financial Covenants.

(a) Maximum Consolidated Total Leverage Ratio. As of the last day of any fiscal quarter, commencing with the fiscal quarter ending on June 30, 2023, the Borrower shall not

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permit the Consolidated Total Leverage Ratio for the Test Period ending on such date to be greater than 3.50:1.00; provided that, if the aggregate value of all unsecured debt of the Loan Parties (excluding Specified Newbuild Guarantees), as of the applicable Test Period, is equal to or greater than $250,000,000, such maximum permitted Consolidated Total Leverage Ratio shall be increased to 4.25:1.00.

(b) Minimum Consolidated Interest Coverage Ratio. As of the last day of any fiscal quarter, commencing with the fiscal quarter ending on June 30, 2023, the Borrower shall not permit the Consolidated Interest Coverage Ratio for the Test Period ending on such date to be less than 2.50:1.00.

(c) [Reserved.]

(d) Collateral Vessel Maintenance Coverage. As of the last day of any fiscal quarter (each a “Collateral Vessel Maintenance Test Date”), commencing with the fiscal quarter ending on June 30, 2023, the Borrower shall not permit the Collateral Vessel Maintenance Value of the Collateral Vessel Maintenance Assets to be less than the greater of (i) $750,000,000 and (ii) 130% of the sum of the Total Credit Exposure plus the face amount of any Other Letter of Credit, each determined as of the Collateral Vessel Maintenance Test Date (the “Collateral Vessel Maintenance Coverage Requirement”).

(i) Vessel Valuation. The Borrower shall deliver to the Administrative Agent (at the Borrower’s expense) Valuations of each Collateral Vessel completed by Approved Appraisers in a manner sufficient to establish Fair Market Value for the purposes of testing compliance with this Section 6.10(d), which Valuations shall be conducted on or about June 1^st and December 1^st of each calendar year, shall be dated no more than thirty (30) calendar days after each such date, and shall be delivered on or prior to the date (the “Compliance Delivery Date”) on which financial statements and a compliance certificate are due for the immediately succeeding quarter-end test date (each, a “Scheduled Valuation”); provided that (A) while no Event of Default is continuing either of the Borrower and the Administrative Agent may elect to conduct a single additional Valuation between such semi-annual scheduled Valuations (each, an “Interim Valuation”), (B) any Interim Valuation so-elected by the Borrower shall thereafter be utilized to determine Fair Market Value of the relevant Collateral Vessel for purposes of testing compliance with this Section 6.10(d) until the next Scheduled Valuation, (C) any Interim Valuation so-elected by the Administrative Agent shall only be utilized to determine Fair Market Value of the relevant Collateral Vessel for purposes of testing compliance with this Section 6.10(d) until the next Scheduled Valuation if elected by the Borrower in writing on or prior to the immediately succeeding Compliance Delivery Date, and (D) while an Event of Default is continuing the Administrative Agent shall be entitled to require the Borrower to provide an unlimited number of additional Valuations in its sole discretion.

(ii) Vessel Collateral Release; Additional Vessel Security. If, (x) at any time after Valuations are delivered in accordance with Section 6.10(d)(i) or, at the Borrower’s request, additional Valuations are delivered with respect to Vessels not already constituting Collateral Vessels that the Borrower proposes to become Additional Vessel Security, and, in either case, the most-recently delivered Valuations demonstrate that one

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or more Collateral Vessels may be released (including a release in connection with the exchange for another Collateral Vessel) without resulting in a shortfall in the requisite Collateral Vessel Maintenance Coverage Requirement or (y) with respect to Additional Vessel Security that is not a Collateral Vessel, the Borrower desires a release of such Additional Vessel Security, the Borrower may request the release of any such Collateral Vessel or any Additional Vessel Security, and the Administrative Agent shall reasonably promptly effect such release so long as (A) the Loan Parties either (1) continue to satisfy the Collateral Vessel Maintenance Coverage Requirement on a pro forma basis based on the most recently delivered Valuations for Collateral Vessels and Additional Vessel Security that have not been so-requested to be released, or (2) grant Collateral Vessel Mortgages in favor of the Administrative Agent in Additional Vessel Security that satisfies the Collateral Vessel Maintenance Coverage Requirement on a pro forma basis prior to releasing (or concurrently with the release of) such Collateral Vessel or Additional Vessel Security to be released, (B) no Event of Default is continuing, (C) any such release under (ii)(A)(1) of this paragraph, if applicable, has been approved by Required Lenders (such approval not be unreasonably withheld, conditioned or delayed) and (D) any such release under (ii)(A)(2) of this paragraph, if applicable, has been approved by the Required Lenders (such approval not to be unreasonably withheld, conditioned or delayed) to the extent the Fair Market Value of the Additional Vessel Security is less than 90% of the Fair Market Value of the Collateral Vessel that the Borrower is requesting to be released. In connection with a release of a Collateral Vessel pursuant to this Section 6.10(d)(ii), the Borrower may also request the release of any pledges of Equity Interests of the Local Content Entity whose Equity Interests are pledged solely as a result of being a Local Content Entity that owns such Collateral Vessel or that is party to a charter party agreement, drilling contract or any demise, bareboat, time, voyage, other charter, lease or other right to use of such Collateral Vessel owned by it or by the Borrower, any Restricted Subsidiary or another Local Content Entity.

(iii) Cash Collateral Additional Vessel Security on Event of Loss. If an Event of Loss occurs in respect of a Collateral Vessel, then the Borrower may provide Additional Vessel Security consisting of blocked cash or Cash Equivalent collateral deposit or securities accounts with a balance or Confirmed Insurance Value equivalent to or greater than the Fair Market Value of such Collateral Vessel prior to such Event of Loss within 45 days after such Event of Loss, and, to the extent the inclusion of such Additional Vessel Security satisfies the Collateral Vessel Maintenance Coverage Requirement on a pro forma basis after giving effect to such Event of Loss and the resulting exclusion of such Collateral Vessel from Collateral Vessel Maintenance Assets, the Event of Default that otherwise would have occurred under this Section 6.10(d) prior to such time as a result of such Event of Loss shall be deemed not to have occurred. For the avoidance of doubt, any such Additional Vessel Security under clause (b) of the definition of such term may thereafter be released in accordance with Section 6.10(d)(ii) above or at the Borrower’s request, if consented to by the Administrative Agent (such consent not to be unreasonably withheld) for purposes of purchasing a new Vessel committed to be a replacement Collateral Vessel during the Designated Reinvestment Period.

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Section 6.11 Tax Status of the Borrower; Tax Receivable Agreement.

(a) The Borrower will not elect or take any action to become a publicly traded partnership taxable as a corporation for U.S. federal tax purposes or otherwise cease to be treated as a partnership or Disregarded Entity for U.S. federal income tax purposes.

(b) The Borrower and its Restricted Subsidiaries shall not make any payments under the Tax Receivable Agreement other than, without duplication: (i) distributions to Parent permitted under Section 6.7(f), and (ii) payments that are required to be made by the Borrower or its Restricted Subsidiaries thereunder and are actually due and payable at such time (excluding any payments pursuant to Article III of the Tax Receivable Agreement) and (iii) any payments required to be made by the Borrower or its Restricted Subsidiaries under, and subject to the provisions of, Article III of the Tax Receivable Agreement on or prior to the date thereof or within the thirty (30) day period immediately following the date thereof, so long as, in the case of this clause (iii), the conditions set forth in Section 6.7(f) are satisfied; provided that the Borrower and its Restricted Subsidiaries shall not make any payments under the Tax Receivable Agreement if an Event of Default has occurred and is continuing or would immediately result therefrom.

Section 6.12 Sale-Leaseback Transactions. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into any Sale-Leaseback Transaction, other than to the extent the Indebtedness and Liens in respect thereof are otherwise expressly permitted under this Agreement.

Section 6.13 Amendment of Material Documents. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, amend, supplement, waive, or otherwise modify any of the provisions of (a) its certificate of incorporation, by-laws or other organizational documents in a manner materially adverse to the Lenders (provided that this Section 6.13(a) shall not apply to amendments or modifications thereto required to comply with applicable law or requirements of any Governmental Authority in such Person’s jurisdiction of incorporation, organization or formation), (b) any indenture, instrument or agreement evidencing any Material Indebtedness of the Borrower or any of its Restricted Subsidiaries if doing so would cause such Indebtedness to not be permitted under Section 6.1 (tested as if such Indebtedness were being issued or incurred at such time) or (c) the Tax Receivable Agreement if doing so would (i) materially increase the payment obligations of the Borrower and its Restricted Subsidiaries thereunder or (ii) otherwise be materially adverse to the Lenders, taken as a whole.

Section 6.14 Flag and Registry. The Borrower shall not, and shall not permit any Restricted Subsidiary to, change the flag of any Vessel and/or ship registry of any Vessel owned by the Borrower or its Restricted Subsidiaries; provided that the Borrower or any Vessel owner may change the flag or registry of any Vessel if: (a) the new flag or registry jurisdiction is an Acceptable Flag Jurisdiction, (b) to the extent the Vessel is a Collateral Vessel, then a new Collateral Vessel Mortgage shall be granted over such Vessel unless such Collateral Vessel is released (or in the process of being released) in accordance with Section 6.10(d)(ii), and (c) the Borrower shall otherwise comply with the requirements of Section 5.12(b)(i) as if an Additional Vessel Date has occurred.

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Section 6.15 Status of Parent and General Partner. Parent shall not, and shall not permit the General Partner to, (a) engage in any material operating or business activities or have any direct Subsidiaries other than the Borrower and, in the case of Parent, the General Partner; provided that the following and activities incidental thereto shall be permitted in any event: (i) Parent’s and the General Partner’s ownership of Equity Interests in the Borrower and, in the case of Parent, ownership of Equity Interests in the General Partner and, in each case, activities incidental thereto, (ii) operations or activities in connection with compensation and equity plans and related matters in respect of officers, managers, employees and directors of, and financial advisors affiliated with, the Borrower and the General Partner, as applicable, (iii) equity issuances and repurchases that would be permitted hereunder if Parent or the General Partner was the Borrower, (iv) the maintenance of Parent’s and the General Partner’s legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (v) the performance of Parent’s and the General Partner’s obligations with respect to the Loan Documents and any other Indebtedness permitted to be incurred hereunder, (vi) any public offering of Parent’s and the General Partner’s common stock or any other issuance or sale of its Equity Interests and, in each case, the redemption thereof, (vii) payment of taxes (including performance of Parent’s monetary and non-monetary obligations required under, and subject to the provisions of, the Tax Receivable Agreement), dividends, making contributions to the capital of the Borrower, extending Indebtedness to the Borrower or otherwise acting as a conduit for the transmissions of funds between any direct or indirect owner of Parent or the General Partner, as applicable, and the Borrower and guaranteeing the obligations of the Borrower, (viii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Parent and its Subsidiaries or the making and filing of any reports required by Governmental Authority, (ix) holding any cash incidental to any activities permitted under this Section 6.15, (x) providing indemnification to officers, managers, and directors, (xi) entry into by Parent or the General Partner, as applicable, of asset purchase agreements, merger agreements or similar agreements that would not otherwise be prohibited by the Loan Documents if entered into by the Borrower, and the formation and holding of “shell” Subsidiaries that only hold assets of de minimis value directly related to Parent’s or the General Partner’s, as applicable, corporate existence in order to effectuate such purchase or merger, so long as(A) substantially concurrently with the consummation of such purchase or merger, the purchased assets or the entities involved in such merger, as applicable, are directly or indirectly Wholly-Owned Subsidiaries of the Borrower or Local Content Entities and(B) such “shell” Subsidiaries do not own any Equity Interests in the Borrower and (xii) any other activities incidental to the foregoing or customary for passive holding companies or (b) (i) incur any Indebtedness or liabilities for borrowed money other than Indebtedness described in Section 6.1(a) and other liabilities incidental to the conduct of Parent’s or the General Partner’s, as applicable, business as a holding company or (ii) suffer to exist any Liens on Parent’s or the General Partner’s, as applicable, property or assets securing Indebtedness for borrowed money other than as referenced in Section 6.15(a)(v).

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ARTICLE VII

EVENTS OF DEFAULT

Section 7.1 Events of Default. “Event of Default” shall mean the occurrence of any of the following events:

(a) the Borrower shall fail to pay any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;

(b) the Borrower shall fail to pay any reimbursement obligation in respect of any LC Disbursement or any interest on any Loan or any fee or any other amount (other than an amount referred to in Section 7.1(a)) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three (3) Business Days;

(c) any representation or warranty made or deemed made by or on behalf of Parent, the General Partner, the Borrower or any Subsidiary in or in connection with this Agreement, any other Loan Document, or any amendment or modification hereof or thereof or waiver hereunder or thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement, any other Loan Document, or any amendment or modification hereof or thereof or waiver hereunder or thereunder, shall prove to have been incorrect in any material respect when made or deemed made;

(d) Parent, the General Partner or any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 5.2, 5.3 (with respect to existence), 5.9 or 5.12 or in Article VI (subject to Section 6.10(d));

(e) Parent, the General Partner, or any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in Section 7.1(a), (b), (c) or (d)) or any other Loan Document, and such failure shall continue unremedied for a period of thirty (30) days after the earlier to occur of (i) a Responsible Officer of Parent, the General Partner, the Borrower or any other Loan Party having knowledge of such default or (ii) written notice thereof from the Administrative Agent to the Borrower;

(f) Parent, the General Partner, the Borrower or any Restricted Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable (after giving effect to any cure or grace periods);

(g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both (after giving effect to any cure or grace periods)) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this Section 7.1(g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property

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or assets securing such Indebtedness if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness;

(h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of Parent, the General Partner, any Loan Party or any other Restricted Subsidiary that is not an Immaterial Subsidiary or its debts, or of a substantial part of its assets, under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Parent, the General Partner, any Loan Party or any other Restricted Subsidiary that is not an Immaterial Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered;

(i) Parent, the General Partner, any Loan Party or any other Restricted Subsidiary that is not an Immaterial Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 7.1(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Parent, the General Partner, any Loan Party or any other Restricted Subsidiary that is not an Immaterial Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;

(j) Parent, the General Partner, any Loan Party or any other Restricted Subsidiary that is not an Immaterial Subsidiary shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;

(k) one or more judgments for the payment of money in an aggregate amount in excess of $50,000,000 shall be rendered against Parent, the General Partner, the Borrower, any Restricted Subsidiary or any combination thereof and the same shall remain undischarged for a period of thirty (30) consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of Parent, the General Partner, the Borrower or any Restricted Subsidiary to enforce any such judgment;

(l) an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;

(m) a Change in Control shall occur; or

(n) (i) any material provision of any Loan Document shall for any reason be asserted in writing by Parent, the General Partner, the Borrower or any Guarantor not to be a legal, valid and binding obligation of any party thereto, (ii) any security interest purported to be created by any Collateral Document with respect to the Collateral that is material to the Loan Parties, taken

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as a whole, shall cease to be, or shall be asserted in writing by Parent, the General Partner, the Borrower or any Guarantor not to be, a valid and perfected security interest (having the priority required by this Agreement or the relevant Collateral Document) in the securities, assets or properties covered thereby or (iii) the Guarantees pursuant to the Loan Documents by any Guarantor of any of the Obligations shall cease to be in full force and effect (other than in accordance with the terms hereof or thereof), or shall be asserted in writing by the Borrower or any Guarantor not to be in effect or not to be legal, valid and binding obligations.

Section 7.2 Remedies Upon an Event of Default. If an Event of Default occurs (other than an event with respect to the Borrower described in Sections 7.1(h) or 7.1(i)), and at any time thereafter during the continuance of such Event of Default, the Administrative Agent may with the consent of the Required Lenders, and shall at the request of the Required Lenders, by notice to the Borrower, take any or all of the following actions, at the same or different times:

(a) terminate the Commitments, and thereupon the Commitments shall terminate immediately;

(b) declare the Loans then outstanding to be due and payable in whole (or in part, but ratably as among the Classes of Loans and the Loans of each Class at the time outstanding, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued and unpaid interest thereon and all fees and other obligations of the Borrower accrued hereunder and under any other Loan Document, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower;

(c) require that the Borrower provide cash collateral as required in Section 2.6(j); and

(d) exercise on behalf of itself, the Lenders and the Issuing Banks all rights and remedies available to it, the Lenders and the Issuing Banks under the Loan Documents and applicable law.

If an Event of Default described in Sections 7.1(h) or 7.1(i) occurs with respect to the Borrower, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder and under any other Loan Document including any break funding payment, shall automatically become due and payable, and the obligation of the Borrower to cash collateralize the LC Exposure as provided in clause (c) above shall automatically become effective, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

In addition to any other rights and remedies granted to the Administrative Agent, the Issuing Banks and the Lenders in the Loan Documents, the Administrative Agent on behalf of the Issuing Banks and the Lenders may exercise all rights and remedies of a secured party under the New York Uniform Commercial Code or any other applicable law. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand,

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presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived by each of Parent and the Borrower, on behalf of itself and its Subsidiaries), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, or consent to the use by any Loan Party of any cash collateral arising in respect of the Collateral on such terms as the Administrative Agent deems reasonable, and/or may forthwith sell, lease, assign, give an option or options to purchase or otherwise dispose of and deliver, or acquire by credit bid on behalf of the Issuing Banks and the Lenders, the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Issuing Bank or Lender or elsewhere, upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery, all without assumption of any credit risk. The Administrative Agent or any Issuing Bank or Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Loan Party, which right or equity is hereby waived and released by each of Parent and the Borrower on behalf of itself and its Subsidiaries. Each of Parent and the Borrower further agrees on behalf of itself and its Subsidiaries, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at the premises of the Borrower, another Loan Party or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Article VII, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any other way relating to the Collateral or the rights of the Administrative Agent, the Issuing Banks and the Lenders hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Administrative Agent may elect, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York Uniform Commercial Code, need the Administrative Agent account for the surplus, if any, to Parent or any Loan Party. To the extent permitted by applicable law, each of Parent and the Borrower, on behalf of itself and its Subsidiaries, waives all Liabilities it may acquire against the Administrative Agent, any Issuing Bank or any Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale or other disposition.

Section 7.3 Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Administrative Agent by the Borrower or the Required Lenders:

(a) all payments received on account of the Obligations shall, subject to Section 2.21, be applied by the Administrative Agent as follows:

(i) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable

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under Section 9.3 and amounts pursuant to Section 2.13(c) payable to the Administrative Agent in its capacity as such);

(ii) second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal, reimbursement obligations in respect of LC Disbursements, interest and Letter of Credit fees) payable to the Lenders and the Issuing Banks (including fees and disbursements and other charges of counsel to the Lenders and the Issuing Banks payable under Section 9.3) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them;

(iii) third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit fees and charges and interest on the Loans and unreimbursed LC Disbursements and any fees, premiums and scheduled periodic payments (excluding, with respect to Specified Swap Agreements, mark-to-market payments) due under Specified Cash Management Agreements or Specified Swap Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause (iii) payable to them;

(iv) fourth, (A) to payment of that portion of the Obligations constituting unpaid principal of the Loans, unreimbursed LC Disbursements, and any breakage, termination or other payments under any Specified Cash Management Agreements or and (B) to cash collateralize that portion of LC Exposure comprising the undrawn amount of Letters of Credit to the extent not otherwise cash collateralized by the Borrower pursuant to Section 2.6 or 2.21, ratably among the Secured Parties in proportion to the respective amounts described in this clause (iv) payable to them; provided that (x) any such amounts applied pursuant to subclause (B) above shall be paid to the Administrative Agent for the ratable account of the applicable Issuing Banks to cash collateralize Obligations in respect of Letters of Credit, (y) subject to Section 2.6 or 2.21, amounts used to cash collateralize the aggregate amount of Letters of Credit pursuant to this clause (iv) shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit (without any pending drawings), the pro rata share of cash collateral shall be distributed to the other Obligations, if any, in the order set forth in this Section 7.3;