Revolving Credit Agreement, dated as of April 3, 2024, among certain indirect subsidiaries of KKR Infrastructure Conglomerate LLC, as borrowers, Mizuho Bank, Ltd., as joint lead arranger, administrative agent, and collateral agent, KKR Capital Markets LLC, as joint lead arranger, and the lenders party thereto

THE LOANS HEREUNDER HAVE BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” FOR U.S. FEDERAL INCOME TAX PURPOSES. THE (1) ISSUE PRICE, (2) AMOUNT OF ORIGINAL ISSUE DISCOUNT, (3) ISSUE DATE, (4) YIELD TO MATURITY FOR SUCH NOTE, AND (5) ANY OTHER INFORMATION REQUIRED TO BE MADE AVAILABLE BY U.S. TREASURY REGULATIONS MAY BE OBTAINED BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO THE BORROWER AT THE FOLLOWING ADDRESS: 30 HUDSON YARDS, SUITE 7500, NEW YORK, NY, 10001; ATTN: KKR INFRASTRUCTURE CONGLOMERATE LLC.

THIS REVOLVING CREDIT AGREEMENT is dated as of April 3, 2024 (including all Schedules and Exhibits hereto, together with all amendments, modifications and restatements hereof, and supplements and attachments hereto, this “Agreement”) and made by and among the borrowers set forth on Schedule 1.01(B) hereto, as the same may be updated from time to time in accordance with the terms hereof (each, a “Borrower” and collectively, the “Borrowers”); the financial institutions from time to time party hereto, as lenders (as further defined in Section 1.01, each, a “Lender” and collectively, the “Lenders”); Mizuho Bank, Ltd., as administrative agent on behalf of the Lenders (in such capacity, the “Administrative Agent”); and Mizuho Bank, Ltd., as collateral agent for the Finance Parties (in such capacity, the “Collateral Agent”).

WHEREAS, the Borrowers have requested that the Lenders make loans and Letter of Credit Issuer issue letters of credit in accordance with the terms of this Agreement, and the Lenders and the Letter of Credit Issuer are willing to make the Loans upon the terms and subject to the conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the mutual promises herein contained, and for other good and valuable consideration, the parties hereto agree as follows:

Section 1.01.          Definitions. In this Agreement:

“Account Condition” is defined in Section 5.01(e).

“Account Condition Deadline” is defined in Section 5.01(e).

“Account Condition Failure” is defined in Section 2.07(b)(iv).

“Account Control Agreement” means, (a) for each Collateral Account that is a deposit account, a deposit account control agreement in form and substance reasonably satisfactory to the Collateral Agent, and (b) for each Collateral Account that is a securities account, a securities account control agreement in form and substance reasonably satisfactory to the Collateral Agent, in each case executed by (i) the applicable Borrower or the Liquidity Guarantor, (ii) the Collateral Agent and (iii) the financial institution maintaining such Collateral Account.

“Accounting Principles” means, in respect of K-INFRA and any direct or indirect Subsidiary of K-INFRA, the generally accepted accounting principles in the jurisdiction of its or K-INFRA’s incorporation or establishment which have been adopted by such entity and which, shall include GAAP for K-INFRA.

“Additional Borrowers” means, collectively, any person that joins the Facility as a Borrower after the Closing Date in accordance with the terms set forth in Section 6.15.

“Adjusted Term CORRA” means (a) Term CORRA plus (b) (i) 0.29547% for a one-month Interest Period and (ii) 0.32138% for a three-month Interest Period.

“Adjusted Value” means, as of any date of calculation, an amount equal to the aggregate Value of all Eligible Assets of the Borrowers as of such date, excluding any portion that is in excess of the Eligible Asset Concentration Limit.

“Administrative Agent” has the meaning given to it in the preamble, and includes any successor in such capacity appointed pursuant to Article 9 below and, thereafter, shall mean such successor.

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

“Affiliate” means, with respect to a person, any other person who, directly or indirectly, is in Control of, or Controlled by, or is under common Control with, such person. For the avoidance of doubt, no shareholder, unitholder, limited partner, member or investor in K-INFRA or any other entity formed or arrangement entered into to facilitate an investment into K-INFRA, nor any portfolio company of K-INFRA or any other KKR Vehicle shall be deemed to be an Affiliate of K-INFRA or any direct or indirect Subsidiaries thereof.

“Affiliated Lender” means any Affiliate of any Borrower and any investment manager thereof.

“Agents” means, each of the (a) Administrative Agent, (b) the Collateral Agent and (c) any other person appointed in accordance with the Loan Documents to serve in an agent or similar capacity (including, in each of clauses (a) and (b), any of their respective receivers or delegates under the Loan Documents).

“Agreement” has the meaning given to it in the preamble and includes all Schedules and Exhibits hereto, together with all amendments, modifications and restatements hereof, and supplements and attachments hereto.

“Allocated Loan Amount” means, with respect to any Borrower, the portion of the Loans made to such Borrower from time to time (including for the avoidance of doubt, any PIK Interest, Unused Fees and/or Letter of Credit Fees which have been added to the principal of such Loans).

“Alternative Currency” means (a) Australian Dollars, Canadian Dollars, Danish Krone, Euros, Hong Kong Dollars, Sterling, Swedish Krona, Swiss Francs, or Yen or (b) such other currencies requested by a Borrower for the applicable requested Loan or Letter of Credit hereunder, which are reasonably available to the Administrative Agent and all Lenders in their sole discretion.

“Alternative Currency Sublimit” means, solely in respect of Australian Dollars, Swiss Francs, Danish Krone, Hong Kong Dollars and Swedish Krona, as of the date hereof, an aggregate amount of any such currency equal to the Dollar Equivalent of 20% of the Maximum Commitment. For the avoidance of doubt, the Alternative Currency Sublimit is a part of, and not in addition to, the Maximum Commitment.

“Anti-Corruption Laws” has the meaning given to it in Section 4.18.

“Applicable Law” means all applicable provisions of all (a) constitutions, laws, statutes, ordinances, rules, treaties, regulations, permits, licenses, approvals, intergovernmental agreements, regulations, orders, interpretations, decisions, judgments, awards and decrees of any Governmental Authority (including common law and principles of public policy) and (b) Governmental Authorizations.

“Applicable Margin” means, with respect to Eurocurrency Rate Loans or RFR Loans and Letters of Credit, 3.25% per annum, and with respect to Reference Rate Loans, 2.25% per annum.

“Application for Letter of Credit” means an application for a letter of credit by, between and among the applicable Borrower(s), on the one hand, and the Letter of Credit Issuer, on the other hand, substantially in the form annexed to the Request for a Letter of Credit.

“Approved Electronic Communications” means any notice, demand, communication, information, document or other material that is distributed by means of electronic communications pursuant to Section 10.01(b).

“Asset” means any investments (including any follow-on investments) made or acquired by K-INFRA whether held directly or indirectly through an intermediate vehicle, which, for the avoidance of doubt, shall not include any unfunded commitment in respect of an Asset.

“Asset Coverage Ratio” means, as of any date of calculation, the ratio of (a) the sum of (i) the Adjusted Value and (ii) the Dollar Equivalent of all cash and cash equivalents on deposit in the Borrower Collateral Accounts to (b) the aggregate principal amount of Financial Indebtedness (including, for the avoidance of doubt, recourse guaranties, similar contingent liabilities and non-hedging related foreign exchange obligations) of K-INFRA, the Borrowers and, solely to the extent not included in the calculation of “Value” of Eligible Assets, the Holding Vehicles (solely with respect to the ratable portion of such Financial Indebtedness of such Holding Vehicle that is attributable to a Borrower), other than, in each case, any Excluded Indebtedness of the Borrowers and K-INFRA at that time.

“Asset Distributions” means all dividends, interest payments, distributions, liquidation, sale and other proceeds of any kind or nature on or in respect of any Asset including on account of the redemption, retirement or disposition thereof.

“Asset Document” means any governing document, side letter, shareholder agreement, joint venture agreement, acquisition agreement or other contract which governs the terms and conditions of any Asset held directly or indirectly by a Borrower or a Holding Vehicle.

“Asset Obligation” means in respect of any Asset, any payments required to be made from time to time in respect thereof by a Borrower or a Holding Vehicle, including any capital contribution obligation or other liability for which such Borrower or Holding Vehicle is obligated, including pursuant to any Asset Document.

“Asset Proceeds” means Asset Distributions that have been received in cash by any Borrower or Holding Vehicle in respect of an Asset and which are attributable to a Borrower net of any:

“Asset TopCo” means, to the extent applicable, with respect to each Asset held directly or indirectly by K-INFRA, the first direct or indirect subsidiary of a Borrower or other entity through which a Borrower directly or indirectly owns an Asset (a) in which an entity that is not K-INFRA or a Subsidiary or Economic Holdco thereof owns an Economic Interest, Equity Interest or other investment

and/or (b) that is governed by (x) a board of directors, board of managers or similar governing body in which a third party that is not an affiliate of K-INFRA or a member of management of the applicable portfolio company has a seat or (y) a general partner that is governed by a board of directors, board of managers or similar governing body in which a third party that is not an affiliate of K-INFRA or a member of management of the applicable Asset has a seat; provided that, to the extent an Asset is not owned by an entity that qualifies under clauses (a) or (b), the Asset Topco for such Asset shall be the first direct or indirect subsidiary of such Borrower which such Borrower reasonably believes (in good faith) would qualify under clause (a) or clause (b) upon an investment in such Asset by an entity that is not K-INFRA or a Subsidiary or Economic Holdco thereof.

“Assignee” has the meaning given to it in Section 10.06(c).

“Assignment Agreement” means an agreement substantially in the form of Exhibit E (Form of Assignment Agreement), hereto or any other form agreed between the relevant assignor, assignee, the Borrower Representative and the Administrative Agent (each acting reasonably).

“Australian Dollars” and the sign “A$” means the lawful currency of Australia.

“Authorization” means an authorization, consent, approval, resolution, license, exemption, filing, notarization or registration.

“Availability Period” means, the period from and including the Closing Date to and including the Maturity Date.

“Available Tenor” means, as of any date of determination and with respect to the relevant then-current Benchmark, as applicable, (a) if the then-current Benchmark is a future looking term rate, any tenor for such Benchmark that is or may be used for determining the length of an Interest Period or (b) if clause (a) does not apply, any payment period for interest calculated with reference to such Benchmark, as applicable, 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 2.14(c); provided that “Available Tenor” shall be determined on an individual basis in respect of each then-current Benchmark for each Alternative Currency. Any reference to “Benchmark” shall include, as applicable, the published component used in the calculation thereof.

“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:

“Bankruptcy Code” means Title 11 of the United States Code (11 U.S.C. Section 101 et seq.), as amended from time to time.

“Basel III” means, collectively, those certain agreements on capital and liquidity standards contained in “Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems”, “Basel III: International Framework for Liquidity Risk Measurement, Standards and Monitoring”, and “Guidance for National Authorities Operating the Countercyclical Capital Buffer”, each as published by the Basel Committee on Banking Supervision in December 2010 (as revised from time to time), and “Basel III: The Liquidity Coverage Ratio and Liquidity Risk Monitoring Tools”, as published by the Basel Committee on Banking Supervision in January 2013 (as revised from time to time), and, in each case, as implemented by such Lender’s primary U.S. bank regulatory authority.

“BBSRBR” is defined in the definition of “Eurocurrency Rate”.

“Benchmark” means, with respect to any Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to:

provided that if a Benchmark Transition Event or a Term RFR Transition Event (with respect to Sterling, Swiss Francs or Canadian Dollars) and its related Benchmark Replacement Date or Term RFR Transition Date) have occurred with respect to a then-current Benchmark for such Currency, then “Benchmark” means, with respect to such Obligations, interest, fees, commissions or other amounts denominated in such Currency, the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.14(c).

“Benchmark Replacement” means, for any Available Tenor:

provided that, if the Benchmark Replacement as determined above would be less than zero (0), the Benchmark Replacement will be deemed to be zero (0) for the purposes of this Agreement and the other Loan Documents.

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

For the avoidance of doubt, (A) if the event giving rise to the Benchmark Replacement Date for any Benchmark 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 Benchmark and for such determination and (B) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or clause (b) of this definition 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).

“Benchmark Transition Event” means, with respect to any then-current Benchmark for any Currency, the occurrence of one or more of the following events with respect to such Benchmark: a public statement or publication of information by or on behalf of the administrator of such then-current Benchmark, the regulatory supervisor for the administrator of such Benchmark, the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark, a resolution authority with jurisdiction over the administrator for such Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark, announcing or stating that (a) such administrator has ceased or will cease on a specified date to provide all Available Tenors of such Benchmark, 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 (b) all Available Tenors of such Benchmark are or will no longer be representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored.

“Beneficial Ownership Certification” means for a “legal entity customer” (as such term is defined in the Beneficial Ownership Regulation), a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation, which certification shall be substantially similar in substance to the form of Certification Regarding Beneficial Owners of Legal Entity Customers included as Appendix A to the Beneficial Ownership Regulation.

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

“Benefit Plans” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any person whose assets include (for purposes of ERISA Section 3(42) 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.”

“Borrower” or “Borrowers” has the meaning given to it in the preamble and includes any successor in interest thereto permitted pursuant to the terms of this Agreement and any Additional Borrowers.

“Borrower Collateral Account” means a Collateral Account of a Borrower.

“Borrower Joinder Agreement” means a joinder agreement entered into by any Additional Borrower substantially in the form of Exhibit J.

“Borrower Party” has the meaning given to it in Section 9.01(a).

“Borrower Representative” means (x) initially, the Liquidity Borrower, or (y) any other Borrower hereunder upon written notice by the Borrowers to the Administrative Agent of such Borrower’s appointment pursuant to Section 1.02(d) as Borrower Representative.

“Borrowing” means a disbursement made by the Lenders of any of the proceeds of the Loans made pursuant to Section 2.01(a); “Borrowings” means the plural thereof.

“Business Day” means (a) a day other than a Saturday, Sunday or other day on which commercial banks are authorized or required to close under the Applicable Laws of, or are in fact closed in, New York City, (b) if such day relates to any Eurocurrency Rate Loan denominated in Euros, a TARGET Day, (c) if such day relates to any dealings in any other Alternative Currency, any day in which banks are open for foreign currency exchange business in the principal financial center of the country of such Alternative Currency or (d) if such day relates to Loans denominated in Dollars, such day is not a day on which the Securities Industry and Financial Market 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.

“Canadian Dollars” and the sign “CAD$” means the lawful currency of Canada.

“Cash Control Event” means any of the following events: (a) any Event of Default has occurred and is continuing, (b) any Default pursuant to Section 8.01(a), (g) or (h) hereof has occurred and is continuing, (c) a Review Event has occurred and is continuing and either a Review Event Cure Plan has not been agreed with respect thereto or the Borrowers are not in compliance with such agreed Review Event Cure Plan, (d) a breach of the Financial Covenants has occurred and is continuing and/or (e) an Excess Prepayment Event has occurred and is continuing.

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

“Change of Control” means either (a) KKR or an Affiliate thereof shall cease to Control K-INFRA or any Borrower or (b) K-INFRA shall cease to own, directly or indirectly, one-hundred percent (100%) of the Economic Interests of any Borrower or the Liquidity Guarantor.

“CIBOR” is defined in the definition of “Eurocurrency Rate”.

“Closing Date” means April 3, 2024.

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

“Collateral” means, collectively, all of the personal property in which Liens are purported to be granted to the Collateral Agent for the benefit of the Finance Parties pursuant to the Loan Documents as security for the Obligations.

“Collateral Accounts” means those accounts set forth on Schedule 5.02 hereto of the Borrowers and the Liquidity Guarantor, as the same may be updated by the Administrative Agent from time to time, with respect to which an Account Control Agreement is in place.

“Collateral Agent” has the meaning given to it in the preamble, and includes any successor appointed pursuant to Article 9 below and, thereafter, shall mean such successor.

“Commitment” means:

in each case, to the extent not cancelled, reduced or transferred by it under this Agreement. The aggregate principal amount of the Commitments of all Lenders as of the Closing Date is $150,000,000, and the term “Commitments”, as the context may require, shall refer to the aggregate Commitments of all Lenders.

“Competitor” means any private equity or investment fund, Affiliate thereof or person whose primary business is the management of private equity funds (including funds focused on infrastructure assets, real estate focused and mezzanine investment funds, venture capital and growth equity funds, loan origination funds, special situation funds and rescue or distressed financing funds, and any funds with investment strategies similar to any fund described in this parenthetical), excluding any commercial or investment bank; provided that any such fund sponsored by a commercial bank or an investment bank shall be deemed to be a Competitor.

“Compliance Certificate” has the meaning given to such term in Section 6.01(d).

“Conditions to Borrowing” means, in connection with the funding of Loans on any Funding Date, each of the conditions precedent to the obligation of the Lenders to make a Loan on a Funding Date set forth in Section 3.02.

“Confidential Information” means, at any time, all data, reports, interpretations, forecasts and records containing or otherwise reflecting information and concerning K-INFRA, any direct or indirect Subsidiaries thereof, the Manager, any Asset or any of their respective Affiliates which is not available to the general public, together with analyses, compilations, studies or other documents, which contain or otherwise reflect such information made available by or on behalf of K-INFRA, any direct or indirect Subsidiaries thereof, the Manager, any Asset or any of their respective Affiliates pursuant to this Agreement orally or in writing to the Administrative Agent, the Collateral Agent or any Lender or their respective attorneys, certified public accountants or agents, but shall not include any data or information that: (a) was or became generally available to the public at or prior to such time (unless divulged by the Administrative Agent, the Collateral Agent or such Lender or the Administrative Agent’s, the Collateral Agent’s or such Lender’s respective attorneys, certified public accountants or agents); or (b) was or became available to the Administrative Agent, the Collateral Agent or a Lender or to the Administrative Agent’s, the Collateral Agent’s or Lender’s respective attorneys, certified public accountants or agents on a non-confidential basis from K-INFRA, any direct or indirect Subsidiaries thereof, the Manager, any Asset or any of their respective Affiliates or any other source at or prior to such time, other than as a result of a prohibited (insofar as the Administrative Agent, the Collateral Agent or Lender has actual knowledge of) disclosure by such other source.

“Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Reference Rate,” the definition of “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, the applicability and length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent and the Borrowers mutually decide may be appropriate to reflect the adoption and implementation of such Benchmark Replacement 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 Replacement exists, in such other manner of administration as the Administrative Agent and the Borrowers mutually decide is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“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.

“Constitutional Documents” means, in relation to any person, its constitutional documents, including its limited partnership agreement, exempted limited partnership agreement, limited liability company or operation agreement, bylaws or memorandum and articles of association, management regulations, its certificate of incorporation, formation, registration and organization, and any certificate of change of name (and any equivalent documents in its jurisdiction of incorporation), and/or continued operation and any governmental or other filing relating thereto.

“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.

“Conversion”, “Convert”, and “Converted” shall refer to a conversion pursuant to Section 2.05(f) hereof of one Type of Loan into another Type of Loan.

“Conversion Date” means any Daily Simple SOFR Conversion Date, Term SOFR Conversion Date or Reference Rate Conversion Date, as applicable.

“Conversion Notice” is defined in Section 2.05(f) hereof.

“CORRA” means the Canadian Overnight Repo Rate Average administered and published by the Bank of Canada (or any successor administrator).

“CORRA Administrator” means the Bank of Canada (or any successor administrator).

“CORRA RFR Determination Day” has the meaning specified in the definition of “Daily Simple RFR”.

“Cost of Funds Rate” means, with respect to any Alternative Currency, the sum of (a) the average of the per annum rates of interest disclosed to the Borrowers and the Administrative Agent from time to time by each Lender to be its “cost of funds” rate, as may be changed at any time by such Lender in its reasonable discretion, with any change to be effective as of the opening of business of such Lender on the applicable day and (b) the Applicable Margin.

“Currency” means Dollars or an Alternative Currency.

“Daily Simple RFR” means, for any day (an “RFR Rate Day”), a rate per annum equal to, for any Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to:

published by the CORRA Administrator on the CORRA Administrator’s website and (ii) zero.

If by 5:00 pm (local time for the applicable RFR) on the second (2nd) Business Day immediately following any applicable RFR Determination Day, the RFR in respect of such RFR Determination Day has not been published on the applicable SOFR Administrator’s Website, SONIA Administrator’s Website, SARON Administrator’s Website or CORRA Administrator’s website and a Benchmark Replacement Date with respect to the applicable Daily Simple RFR has not occurred, then the RFR for such RFR Determination Day will be the RFR as published in respect of the first preceding Business Day for which such RFR was published on the applicable SOFR Administrator’s Website, SONIA Administrator’s Website, SARON Administrator’s Website or CORRA Administrator’s website; provided that any RFR determined pursuant to this sentence shall be utilized for purposes of calculation of Daily Simple RFR for no more than three (3) consecutive RFR Rate Days. Any change in Daily Simple RFR due to a change in the applicable RFR shall be effective from and including the effective date of such change in the RFR without notice to the Borrowers.

“Daily Simple RFR Loan” means a Loan that bears interest at a rate based on Daily Simple RFR other than pursuant to clause (c) of the definition of “Reference Rate”.

“Daily Simple SOFR Conversion Date” is defined in Section 2.05(f) hereof.

“Daily Usage” means, as of the last day of any calendar quarter, the quotient (expressed as a percentage) of (a) the average daily Principal Obligations during the applicable immediately preceding calendar quarter (calculated on the basis of actual days elapsed in a year consisting of 360 days) over (b) the average daily aggregate Maximum Commitments during such quarter.

“Debtor Relief Laws” means, collectively: (a) the Bankruptcy Code and the Irish Companies Act and (b) all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, examinership, rescue process, insolvency, reorganization, or similar debtor relief laws of the United States, any state thereof or any other applicable jurisdictions from time to time in effect.

“Default” means an Event of Default or any event or circumstance that would, with the expiry of a grace period, the giving of notice, the making of any determination under the Loan Documents or any combination of any of the foregoing be an Event of Default.

“Default Rate” means on any day the lesser of: (a) a rate that is 2.00% per annum in excess of the interest rate otherwise payable hereunder with respect to the Loans; and (b) the Maximum Rate.

“Defaulting Lender” means, subject to Section 2.16(b), any Lender that, as determined by the Administrative Agent:

“Designated Vehicle” means any direct or indirect Subsidiary of K-INFRA that (a) does not own, legally or beneficially, or directly or indirectly, assets (including, without limitation, the Assets) which in aggregate have a value of more than $5,000,000 or (b) the aggregate assets of which, when aggregated with the aggregate assets of all other Designated Vehicles, directly or indirectly, as of the date of the most recent financial statements required to be delivered pursuant to Section 6.01, do not exceed an amount equal to three and one-half percent (3.5%) of the K-INFRA Net Asset Value as of such date.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any person (or the granting of any option or other right to do any of the foregoing), 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.

“Distribution” has the meaning given to that term in Section 7.04.

“Divide” means the division of any entity into two (2) or more entities pursuant to Section 18-217 of the Delaware Limited Liability Company Act (or any comparable event under a different jurisdiction’s laws).

“Dollar Equivalent” means, at any time on any date of determination: (a) with respect to any amount denominated in Dollars, such amount; and (b) with respect to any amount denominated in an Alternative Currency, the equivalent amount thereof in Dollars as reasonably determined by the Administrative Agent or the Letter of Credit Issuer, as the case may be, at such time on the basis of the Spot Rate for the purchase of Dollars with such Alternative Currency.

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

“Economic Holdco” means, in relation to any person, a person, more than half the Economic Interest of which is beneficially owned, directly or indirectly, by the first mentioned person.

“Economic Interest” means, with respect to any person, such person’s share of one or more of the profits, losses, and distributions of another person by way of its ownership of any Equity Interest of such other person, but not including any other rights of such person, including, without limitation, any right to participate in the management or affairs of such other person, any right to approve or otherwise participate in any decision of the members or manager of such other person, any right to information

concerning the business and affairs of such other person or any other general partner, manager or other management interest in such other person.

“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 and is subject to the supervision of an EEA Resolution Authority, or (c) any financial institution established in an EEA Member Country which is a Subsidiary of an institution described in clause (a) or (b) of this definition and is subject to consolidated supervision of an EEA Resolution Authority with its parent.

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

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

“Eligible Asset” means each Asset, other than any Excluded Asset, held (directly or indirectly) by any Borrower.  For the avoidance of doubt, no Eligible Asset may be held by a Designated Vehicle that has been released as a Borrower pursuant to Section 6.16 or a PassCo Guarantor.

“Eligible Asset Concentration Limit” means limits on Eligible Assets as set forth below, in each case with respect to the Value of such Eligible Asset:

(a)          no single Eligible Asset shall constitute more than thirty-five percent (35%) (which percentage shall decrease to twenty percent (20%) on the eighteen month anniversary of the Closing Date) of the aggregate Value of all Eligible Assets of the Borrowers; and

(b)          Eligible Assets based or organized in countries that are not members of the Organization for Economic Cooperation and Development (OECD) shall not, on an aggregate basis, constitute more than twenty percent (20%) of the aggregate Value of all Eligible Assets of the Borrowers.

The portion, if any, of an Eligible Asset that is in excess of the above Eligible Asset Concentration Limit shall be excluded from the calculation of the Adjusted Value.

“Eligible Borrower” means the Liquidity Borrower and, with respect to each Asset held directly or indirectly by K-INFRA through a direct or indirect Subsidiary (or Economic Holdco) of K-INFRA, including K-INFRA Holdco I or K-INFRA Holdco II, one or more Subsidiaries (or Economic Holdcos) of K-INFRA that directly or indirectly holds such Asset, solely to the extent that such Subsidiary (or Economic Holdco) is treated as a corporation for U.S. federal income tax purposes or is a direct or indirect Subsidiary of an entity that is treated as a corporation for U.S. federal income tax purposes; provided that, for the avoidance of doubt, any entity treated as disregarded or flow through for U.S. federal income tax purposes will not be treated as an Eligible Borrower unless (i) such entity is a Subsidiary (or Economic Holdco) of an entity that is treated as a corporation for U.S. federal income tax purposes and (ii) no parent entity of such Subsidiary is treated as an Eligible Borrower hereunder.

“EMU Legislation” means the legislative measures of the European Council for the introduction of changeover to or operation of a single or unified European currency.

“Equity Interests” means, with respect to any person, all (a) shares, interests, participations or other equivalents (howsoever designated) of capital stock and other equity interests of such person, including, without limitation, partnership interests, limited partnership interests or membership interests, whether common or preferred and whether voting or non-voting and (b) rights (other than debt securities convertible into capital stock or other equity interests), warrants, options or other arrangements or rights to acquire any of the foregoing or, solely with respect to K-INFRA Liquidity DAC, all profit participating debt securities issued.

“ERISA” means the U.S. Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder by any Governmental Authority, as from time to time in effect.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with any Borrower within the meaning of Section 414(b) or (c) of the Code (or Sections 414(m) and (o) of the Code solely for purposes of the provisions relating to Section 412 of the Code).

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a failure by any Borrower or ERISA Affiliate to make by its due date any required installment under Section 430(j) of the Code with respect to any Pension Plan or any failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA with respect to a Pension Plan, whether or not waived, the filing pursuant to Section 412 of the Code or Section 302 of ERISA of an application for a waiver of the minimum funding standard with respect to any Pension Plan, or a failure by any Borrower or any ERISA Affiliate to make any required contribution to a Multiemployer Plan, (d) a complete or partial withdrawal by any Borrower or any ERISA Affiliate from a Multiemployer Plan, notification to any Borrower or any ERISA Affiliate concerning the imposition of any such withdrawal liability or notification that a Multiemployer Plan is insolvent within the meaning of Title IV of ERISA or in endangered or critical status, within the meaning of Section 305 of ERISA; (e) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (f) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan, (g) the imposition of any lien or liability under Section 303(k) or Title IV of ERISA or Section 430(k) of the Code, other than for contributions to a Pension Plan in the ordinary course and PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Borrower or any ERISA Affiliate; (h) a determination that any Pension Plan is, or is expected to be, in “at-risk” status (within the meaning of Section 303(i)(4)(A) of ERISA or Section 430(i)(4)(A) of the Code) or (i) the failure by any Borrower or any of its ERISA Affiliates to pay when due (after expiration of any applicable grace period) any installment payment with respect to withdrawal liability under Section 4201 of ERISA.

“Erroneous Payment” has the meaning given to that term in Section 9.13(a).

“Erroneous Payment Deficiency Assignment” has the meaning given to that term in Section 9.13(d).

“Erroneous Payment Impacted Class” has the meaning given to that term in Section 9.13(d).

“Erroneous Payment Return Deficiency” has the meaning given to that term in Section 9.13(d).

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

“Eurocurrency Rate” means, with respect to any Eurocurrency Rate Loan for any Interest Period,

Agent from time to time in its reasonable discretion) at approximately 11:00 a.m. (Copenhagen, Denmark time) on the date two (2) Business Days prior to the commencement of such Interest Period, for deposits in Danish Krone (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period;

provided, that the foregoing definition shall be subject to any Conforming Changes. For the avoidance of doubt, in the event that any such Eurocurrency Rate is, at any time, below zero (0), such rate shall be deemed to be zero (0) for all purposes under this Agreement.

“Eurocurrency Rate Loan” means a Loan that bears interest at a rate based on a Eurocurrency Rate.

“Euros”, “EUR” and the sign “€” mean the single, legal currency of the Participating Member States introduced in accordance with the EMU Legislation.

“Event of Default” means any event or circumstance specified as such in Section 8.01.

“Excess Prepayment Amount” has the meaning given to it in Section 2.07(b)(i).

“Excess Prepayment Event” has the meaning given to it in Section 2.07(b)(i).

“Excluded Asset” means any Asset for which a Material Asset Event has occurred and is continuing.

“Excluded Indebtedness” means (a) with respect to a Borrower, any Financial Indebtedness incurred pursuant to clause (b) of the definition of “Permitted Financial Indebtedness” and (b) with respect to K-INFRA, Guaranty Obligations of K-INFRA in respect of the hedging obligations of K-INFRA HedgeCo LLC (provided that, any such Guaranty Obligations of K-INFRA in respect of hedging obligations that are due and payable and have not been paid shall not be “Excluded Indebtedness”).

“Excluded Taxes” means any of the following Taxes imposed on or with respect to any 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 or Letter of Credit Issuer, as applicable, such Lender or Letter of Credit Issuer’s 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 or Letter of Credit Issuer, as applicable, 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 or Letter of Credit Issuer, as applicable, acquires such interest in the Loan, Letter of Credit or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.17); or (ii) such Lender or Letter of Credit Issuer, as applicable, changes its lending office, except in each case to the extent that, pursuant to Section 2.10(a) or Section 2.10(c), amounts with respect to Taxes were payable either to such Lender or Letter of Credit Issuer’s assignor immediately before such Lender or Letter of Credit Issuer, as applicable, became a party hereto or to such Lender or Letter of Credit Issuer, as applicable, immediately before it changed its lending office; (c) Taxes attributable to such Recipient’s failure to comply with Section 2.10(e); and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.

“Extension Request” means a written request pursuant to Section 2.18 hereof substantially in the form of Exhibit H hereto to extend the Stated Maturity Date in effect at the time of such request for an additional period set forth in such Extension Request.

“Facility” means, at any time, (a) during the Availability Period hereunder, the sum of Principal Obligations and the aggregate amount of the unused Commitments at such time and (b) thereafter, the Principal Obligations.

“Facility Increase” is defined in Section 2.02(a) hereof.

“Facility Increase Request” means the notice substantially in the form of Exhibit I hereto pursuant to which the Borrower Representative requests an increase of the Commitments in accordance with Section 2.02 hereof.

“FATCA” means Sections 1471 through 1474 of the Code, as of the Closing Date (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 agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

“Federal Funds Effective Rate” means for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that, (a) if such day is not a Business Day, the Federal Funds Effective Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Effective Rate for such day shall be the average of the quotations (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) for the day of such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it; provided, further, that, if the Federal Funds Effective Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Federal Reserve Board” means the Board of Governors of the United States Federal Reserve System, or any successor thereto.

“Fee Letter” means that certain fee letter, dated as of April 3, 2024, between the Administrative Agent and the Borrower Representative, setting forth certain fees payable by the Borrowers to the Administrative Agent and the Lenders in connection with the transactions contemplated by this Agreement.

“Finance Party” means the Administrative Agent, the Collateral Agent, each Letter of Credit Issuer and each Lender.

“Financial Covenants” means each of (a) the requirement that the Asset Coverage Ratio is not less than the Minimum Asset Coverage Ratio pursuant to Section 2.07(b)(ii), (b) the requirement that the Asset Coverage Ratio is not less than the Maintenance Asset Coverage Ratio pursuant to Section 2.07(c) and (c) the requirement that the Liquidity Coverage Ratio is not less than Minimum Liquidity Coverage Ratio pursuant to Section 8.01(j).

“Financial Indebtedness” means with respect to any person (without duplication), (a) all obligations of such person for borrowed money or with respect to advances of any kind held by such person; (b) all obligations of such person evidenced by bonds, debentures, notes or similar instruments, or upon which interest payments are customarily made; (c) all Financial Indebtedness of others secured by (or for which the holder of such Financial Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, property owned or acquired by such person, whether or not the Financial Indebtedness secured thereby has been assumed; (d) all Guaranty Obligations of such person in respect of Financial Indebtedness of others; (e) all obligations of such person under: (x) capital leases and (y) any synthetic lease, tax retention operating lease, off balance sheet loan or similar off balance sheet financing product of such person where such transaction is considered borrowed money indebtedness for United States federal tax purposes but is classified as an operating lease in accordance with GAAP; (f) all obligations of such person to repurchase any securities which repurchase obligation is related to the issuance thereof; (g) all net obligations of such person in respect of or under hedging agreements; (h) all obligations, contingent or otherwise, of such person as an account party in respect of letters of credit and instruments of a like nature or of such person in respect of bankers’ acceptances; and (i) all debt obligations of such person in respect of the deferred purchase price of property or services (excluding, for the avoidance of doubt, any capital contributions and current accounts payable incurred in the ordinary course of business).

The Financial Indebtedness of any person shall include the Financial Indebtedness of any partnership or unincorporated joint venture or similar entity for which such person is legally obligated unless made non-recourse to such person by written agreement satisfactory to the Administrative Agent, in its reasonable discretion. Solely as it relates to the Borrower or any Affiliates thereof, Financial Indebtedness shall exclude any preferred equity or similar instruments through which any Borrower or Guarantor, or their respective Subsidiaries, hold Assets or otherwise constitute Assets.

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

“Funding Date” has the meaning given to it in Section 2.01(a).

“GAAP” means those generally accepted accounting principles and practices that are recognized as such by the American Institute of Certified Public Accountants or by the Financial Accounting Standards Board or through other appropriate boards or committees thereof, and that are consistently applied for all periods, after the date hereof, so as to properly reflect the financial position of the applicable person, except that any accounting principle or practice required or permitted to be changed by the Financial Accounting Standards Board (or other appropriate board or committee of said board) in order to continue as a generally accepted accounting principle or practice may be so changed.

“Governmental Authority” means any federal, state, municipal, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity, officer or examiner exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with a state of the United States, the United States, the United Kingdom, the European Union or any other foreign entity or government (including any successor to any of the foregoing), and including, for the avoidance of doubt, the National Association of Insurance Commissioners and any state insurance regulatory authority.

“Governmental Authorization” means any permit, license, authorization, plan, directive or approval issued by, or a registration or filing with, or consent order or consent decree of or from, any Governmental Authority.

“Guaranty Obligations” means, with respect to any person, without duplication, any recourse obligations guaranteeing any Financial Indebtedness of any other person in any manner, whether direct or indirect, and including without limitation any obligation, whether or not contingent: (a) to purchase any such Financial Indebtedness or any property constituting security therefor; (b) to advance or provide funds or other support for the payment or purchase of such Financial Indebtedness or to maintain working capital, solvency or other balance sheet condition of such other person (including, without limitation, maintenance agreements, comfort letters, take or pay arrangements, put agreements or similar agreements or arrangements) for the benefit of the holder of Financial Indebtedness of such other person; (c) to lease or purchase property, securities or services primarily for the purpose of assuring the owner of such Financial Indebtedness of the ability of the primary obligor to make payment of such primary obligation; or (d) to otherwise assure or hold harmless the owner of such Financial Indebtedness against loss in respect thereof; provided, however, that the term “Guaranty Obligations” shall not include (w) endorsements of instruments for deposit or collection in the ordinary course of business, (x) deposits or other obligations to secure the performance of bids, trade contracts (other than for borrowed money) and (y) contingent obligations under customary “carve outs” in non recourse loan documentation, including, but not limited to, environmental indemnities, guarantees of environmental indemnities and guarantees of non recourse carve outs which are usual and customary in like transactions involving incurrence of such obligations or liabilities made by Subsidiaries of such person.  The amount of any Guaranty Obligation of any guaranteeing person shall be deemed to be the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guaranty Obligation, unless such maximum amount for which such guaranteeing person may be liable is not stated or determinable, in which case the amount of such Guaranty Obligation shall be such guaranteeing person’s maximum reasonable anticipated liability in respect thereof as determined by such person in good faith.

 “Guarantee Agreement” means that certain Guarantee Agreement entered into on or about the Closing Date, in substantially the form of Exhibit K hereto, executed by the Guarantors, together with any joinders thereto pursuant to any Guarantor Joinder Agreement (as defined therein).

“Guarantee Assumption Agreement” means a Guarantee Assumption Agreement substantially in the form of Exhibit A to the Guarantee Agreement (or such other form as is reasonably acceptable to the Collateral Agent) between the Collateral Agent and an entity that, pursuant to Section 12 of the Guarantee Agreement becomes a “PassCo Guarantor” under the Guarantee Agreement (with such changes as the Collateral Agent shall request, consistent with the requirements of such Section 12).

“Guarantors” means collectively, the Liquidity Guarantor and each PassCo Guarantor.

“HIBOR” is defined in the definition of “Eurocurrency Rate”.

“Holding Vehicle” means, solely to the extent applicable, (a) each entity that directly owns an Asset TopCo and (b) all intermediate parent entities of any such entity described in clause (a), in each case of clauses (a) and (b), that are directly or indirectly owned by a Borrower. For the avoidance of doubt, no Asset, Borrower, Asset TopCo or Subsidiary of an Asset Topco is a Holding Vehicle for any purposes in this Agreement.

“Increase Effective Date” is defined in Section 2.02(b) hereof.

“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 Borrower under any Loan Document; and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Indemnitee” has the meaning given to it in Section 10.03(a).

“Interest Option” means, as applicable: (a) the Eurocurrency Rate; (b) Daily Simple RFR; (c) Term RFR; or (d) the Reference Rate.

“Interest Payment Date” means (a) as to any Eurocurrency Rate Loan in respect of which the applicable Borrower has selected a one (1), two (2) or three (3)-month Interest Period, the last day of such Interest Period for such Loan, (b) as to any Term RFR Loan in respect of which the applicable Borrower has selected a one (1) month or a three (3) month Interest Period, the last day of such Interest Period for such Loan and (c) as to any Reference Rate Loan or Daily Simple RFR Loan, the last day of each calendar quarter.

“Interest Period” means, with respect to any Eurocurrency Rate Loan or Term RFR Loan, a period commencing:

and ending on (i) in the case of any Term RFR Loan, the last day of each one (1) month or three (3) month period thereafter, and (ii) in the case of any Eurocurrency Rate Loan, the last day of each one (1), two (2) or three (3) month period thereafter, as may be elected by the applicable Borrower; provided that:

For the avoidance of doubt, the “Interest Period” applicable to all Daily Simple RFR Loans (as applicable) shall be three (3) months.

“Investment Company Act” means the U.S. Investment Company Act of 1940, as amended.

“IRS” means the United States Internal Revenue Service.

“Judgment Currency” has the meaning given to it in Section 10.23(a).

“Judgment Currency Conversion Date” has the meaning given to it in Section 10.23(a).

“K-INFRA” means KKR Infrastructure Conglomerate LLC, a Delaware limited liability company.

“K-INFRA Holdco I” means K-INFRA Holdings I LLC, a Delaware limited liability company.

“K-INFRA Holdco II” means K-INFRA Holdings II LLC, a Delaware limited liability company.

“K-INFRA Liquidity DAC” means K-INFRA Liquidity Designated Activity Company, an Irish designated activity company.

“K-INFRA Net Asset Value” means the value of the net assets of K-INFRA as specified in the most recent financial statements of K-INFRA delivered pursuant to Section 6.01.

“KKR” means Kohlberg Kravis Roberts & Co. L.P., a Delaware limited partnership.

“KKR Vehicle” means the funds, investment vehicles and accounts managed, now or in the future, by KKR, the Manager or any of their respective Affiliates (excluding for this purpose, KKR proprietary entities), including funds, investment vehicles and accounts pursuing the following strategies: private equity (including growth equity, impact, and core strategies), credit (including (i) leveraged credit strategies, including leveraged loan, high-yield bond, opportunistic credit and revolving credit strategies, and (ii) alternative credit strategies, including special situations and private credit strategies such as direct lending and private opportunistic credit (or mezzanine) investment strategies), and real asset strategies (including real estate, energy and infrastructure strategies).

“Lender” means each of the persons identified as a “Lender” on the signature pages hereto and any other person that becomes a Lender party hereto pursuant to an Assignment Agreement or otherwise in accordance with the terms hereof and their respective successors and assigns, except for Section 10.21, where “Lenders” has the meaning assigned to the term therein. Any reference to “the Lender” shall refer to any or all the Lenders, as the context may require.

“Lender Joinder Agreement” means a joinder agreement substantially in the form of Exhibit M (Form of Lender Joinder Agreement), hereto or any other form agreed between the relevant Lender, the Borrower Representative and the Administrative Agent (each acting reasonably).

“Letter of Credit” means any letter of credit issued for the account of any Borrower by any Letter of Credit Issuer pursuant to Section 2.03 hereof either as originally issued or as the same may, from time to time, be amended or otherwise modified or extended.

“Letter of Credit Fees” means those fees set forth in Section 2.03(c).

“Letter of Credit Issuer” means Mizuho, or any Lender or Affiliate of such Lender so designated, and which accepts such designation, by the Administrative Agent and approved by the Borrowers, including any institution which issues a Letter of Credit to a Borrower pursuant to Section 2.03(a) of this Agreement.

“Letter of Credit Liability” means the aggregate amount of the undrawn stated amount of all outstanding Letters of Credit plus the amount drawn under Letters of Credit for which the Letter of Credit Issuers and the Lenders, or any one or more of them, have not yet received payment or reimbursement (in the form of a conversion of such liability to Loans, or otherwise) as required pursuant to Section 2.03 hereof.

“Letter of Credit Sublimit” means an amount equal to the lesser of (x) $200,000,000 and (y) twenty percent (20%) of the Maximum Commitment. For the avoidance of doubt, the Letter of Credit Sublimit is a part of, and not in addition to, the Maximum Commitment.

“Lien” means, with respect to any asset, any lien, mortgage, pledge, assignment by way of security, security interest, charge, or encumbrance of any kind (including any conditional sale or other title retention agreement or any lease in the nature thereof) or any other preferential arrangement of any kind or nature whatsoever intended to assure payment of any indebtedness or other obligation.

“Liquidity Borrower” means K-INFRA Liquidity Limited.

“Liquidity Coverage Ratio” means, as of any Quarter Date, the ratio of:

“Liquidity Guarantor” means K-INFRA Liquidity DAC.

“Liquidity Guarantor Collateral Account” means a Collateral Account of the Liquidity Guarantor.

“Loan Document” means this Agreement, any Note, the Security Documents, the Guarantee Agreement, the Fee Letter, each Application for Letter of Credit and any other document designated as a “Loan Document” by the Administrative Agent and the Borrower Representative and such other agreements and documents, and any amendments or supplements thereto or modifications thereof that are executed or delivered pursuant to the terms of this Agreement or any of the other Loan Documents and any additional documents delivered in connection with any such amendment, supplement or modification that the parties thereto agree shall constitute a “Loan Document” hereunder.

“Loan Notice” has the meaning given to it in Section 2.01(b).

“Loans” means loans made by the Lenders under the Facility pursuant to the terms and conditions of this Agreement (including any Loans deemed made pursuant to Section 2.03(e) hereof), including certain other related amounts paid in kind and specified in Sections 2.05(a)(vi), 2.05(b) and 2.03(c).

“Maintenance Asset Coverage Ratio” means 5.0:1.0.

“Manager” means KKR DAV Manager LLC.

“Margin Regulations” means Regulations U and X of the Federal Reserve Board, as amended from time to time.

“Margin Stock” means “margin stock” as defined in the Margin Regulations.

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

“Material Asset Event” means any of the following events with respect to any Eligible Asset or the Holding Vehicle in which such Eligible Asset is held:

Any Asset subject to a Material Asset Event shall be excluded as an Eligible Asset upon the earlier of notice from the Administrative Agent or any Borrower obtaining knowledge thereof, until such time as such Material Asset Event, if capable of cure, is cured.

“Material Borrower Amendment” has the meaning given to it in Section 7.10(a).

“Material Eligible Asset” means an Eligible Asset of a Borrower with a Value of at least $37,500,000 as of any date of determination.

“Material K-INFRA Amendment” has the meaning given to it in Section 7.10(b).

“Maturity Date” means the earlier of:

“Maximum Commitment” means the Commitment as it may be increased from time to time pursuant to Section 2.02 hereof or reduced from time to time pursuant to Section 2.08 hereof.

“Maximum Rate” means, on any day, the highest rate of interest (if any) permitted by Applicable Law on such day.

“Minimum Asset Coverage Ratio” means 3.75:1.00.

“Minimum Liquidity Coverage Ratio” means 2.50:1.00.

“Mizuho” means Mizuho Bank, Ltd.

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five (5) plan years, has made or been obligated to make contributions or with respect to which such Borrower or any ERISA Affiliate otherwise has any liability.

“Multiple Employer Plan” means a Plan which has two or more contributing sponsors (including the Borrowers or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Note” means a promissory note made by any Borrower in favor of a Lender evidencing the Loans made by such Lender, substantially in the form of Exhibit A hereto, as amended from time to time.

“Obligations” means all indebtedness, obligations and liabilities of the Borrowers of every type and description arising under any Loan Document (or as provided therein, arising in connection therewith) (including, Loans, Letters of Credit or both) due or to become due to the Finance Parties, whether for principal (including PIK Interest), interest, Unused Fees, expenses, indemnities or other amounts (including attorneys’ fees and expenses) and whether due or not due, direct or indirect (including those acquired by assumption), joint, several, absolute or contingent, voluntary or involuntary, liquidated or unliquidated, determined or undetermined, and whether now or hereafter existing, renewed or restructured.

“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 or Loan Document).

“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 2.17).

“Participant” has the meaning given to it in Section 10.06(b).

“Participant Register” has the meaning given to it in Section 10.06(f).

“Participating Member State” shall mean a member of the European Communities that adopts or has adopted the Euro as its currency in accordance with EMU Legislation.

“PassCo Guarantor” has the meaning given to it in the Guarantee Agreement.

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

“Payment Recipient” has the meaning given to such term in Section 9.13(a).

“PBGC” means the United States Pension Benefit Guaranty Corporation, or any successor thereto.

“Pension Plan” means any employee pension benefit plan (including a Multiple Employer Plan), other than a Multiemployer Plan, that is maintained or is contributed to by any Borrower or any ERISA Affiliate or with respect to which such Borrower or any ERISA Affiliate otherwise has any liability (or, if such Plan were terminated, would under Section 4069 of ERISA be deemed to have any liability) and is

either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.

“Percival Security Condition” is defined in Section 3.02(b).

“Percival Security Condition Deadline” is defined in Section 3.02(b).

“Percival Security Condition Failure” is defined in Section 2.07(b)(iii).

“Periodic Term CORRA Determination Day has the meaning given to it in the definition of “Term CORRA.”

“Periodic Term SOFR Determination Day” has the meaning given to it in the definition of “Term SOFR.”

“Permitted Financial Indebtedness” means any Financial Indebtedness (a) incurred by a Borrower or the Liquidity Guarantor under the Loan Documents, (b) incurred by a Borrower or the Liquidity Guarantor pursuant to a facility solely between one or more Borrowers or the Liquidity Guarantor and an affiliate thereof that is unsecured and subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent, (c) incurred by a Borrower or a Holding Vehicle that is unsecured up to an aggregate amount not to exceed $25,000,000 at any one time outstanding under this clause (c) in the aggregate for all Borrowers and Holding Vehicles; provided that, in the case of the foregoing clause (c), incurrence of such Financial Indebtedness (i) is permitted under the applicable Constitutional Documents and (ii) incurrence thereof will not result in a breach of the Maintenance Asset Coverage Ratio, (d) arising as a result of short-term settlement or clearing exposures in respect of banking arrangements or the purchases and sales of securities, in each case entered into in the ordinary course of its treasury activities and not to extend beyond the applicable settlement or clearing period; (e) incurred by a Borrower, Holding Vehicle or the Liquidity Guarantor up to an aggregate amount not to exceed $3,000,000 at any one time outstanding under this clause (e) for all Borrowers, Holding Vehicles and the Liquidity Guarantor (A) for temporary or emergency purposes or (B) related to any foreign exchange transactions, and (f) all debt obligations of a Borrower or a Holding Vehicle in respect of the deferred purchase price of property or services (excluding, for the avoidance of doubt, any capital contributions and current accounts payable incurred in the ordinary course of business).

“Permitted Liens” means:

“PIK Interest” has the meaning given to it in Section 2.05(a)(vi).

“Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), which any Borrower or any ERISA Affiliate maintains, sponsors or participates in or any such Plan to which the any Borrower or any ERISA Affiliate is required to contribute on behalf of any of its employees or with respect to which such Borrower or any ERISA Affiliate otherwise has any liability.

“Plan of Reorganization” has the meaning given to it in Section 10.06(e).

“Platform” means Debt Domain, Intralinks, SyndTrak or another relevant website or other information platform.

“PPM” means the Confidential Private Placement Memorandum of K-INFRA, as such document may be amended from time to time in accordance with the terms of this Agreement.

“Prime Rate” means, for any date, a per annum rate equal to the rate of interest set forth for such date as published in The Wall Street Journal as the “prime rate” for such date. The Prime Rate may be, but is not intended to be, the lowest rate of interest charged by the Administrative Agent, any Lender, any Letter of Credit Issuer or any other financial institution in connection with extensions of credit to borrowers. If The Wall Street Journal no longer reports the Prime Rate, or if such Prime Rate no longer exists, the Administrative Agent may select a reasonably comparable index or source to use as the basis for the Prime Rate.

“Principal Obligations” means, on any date of determination, the sum of (a) the aggregate outstanding principal amount of the Loans (including PIK Interest) and (b) the Letter of Credit Liability.

“Pro Rata Share” means, with respect to each Lender, the percentage (carried out to the ninth decimal place) obtained from the fraction: (a) (i) the numerator of which is such Lender’s Commitment; and (ii) the denominator of which is the aggregate Commitment of all Lenders; or (b) in the event any Lender’s Commitment has been terminated: (i) the numerator of which is such Lender’s Commitment as in effect immediately prior to such termination; and (ii) the denominator of which is the aggregate Commitment of all Lenders as in effect immediately prior to such termination; provided, that for purposes of Section 2.16(a), any Defaulting Lender’s Commitments shall be disregarded in the relevant calculations.

“Proposed Borrower Amendment” has the meaning set forth in Section 7.10(a).

“Proceedings” has the meaning set forth in Section 4.09(i).

“Quarter Date” means March 31, June 30, September 30 and December 31 in each year.

“Recipient” means the Administrative Agent, the Collateral Agent, or any Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrowers hereunder.

“Reference Rate Conversion Date” is defined in Section 2.05(f) hereof.

“Reference Rate Loan” means a Loan in Dollars made hereunder with respect to which the interest rate is calculated by reference to the Reference Rate.

“Reference Time” means, with respect to any setting of the then-current Benchmark or Term RFR for any Currency:

“Register” has the meaning given to it in Section 10.06(f).

“Relevant Governmental Body” means (a) with respect to a Benchmark Replacement in respect of Loans denominated in Dollars, the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto, (b) with respect to a Benchmark Replacement in respect of Loans denominated in Sterling, the Bank of England, or a committee officially endorsed or convened by the Bank of England or, in each case, any successor thereto and (c) with respect to a Benchmark Replacement in respect of Loans denominated in an Alternative Currency (other than Sterling), (i) the central bank for the Currency in which the Loans for such Benchmark Replacement is denominated or any central bank or other supervisor which is responsible for supervising either (A) such Benchmark Replacement or (B) the administrator of such Benchmark Replacement or (ii) any working group or committee officially endorsed or convened by (A)

the central bank for the Currency in which the Loans for such Benchmark Replacement is denominated, (B) any central bank or other supervisor that is responsible for supervising either (1) such Benchmark Replacement or (2) the administrator of such Benchmark Replacement, (C) a group of those central banks or other supervisors or (D) the Financial Stability Board or any part thereof with respect to such Benchmark Replacement.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty (30) day notice period has been waived by regulation.

“Request for Letter of Credit” is defined in Section 2.03(b) hereof.

“Required Asset Coverage Plan” has the meaning given to it in Section 2.07(b)(ii).

“Required Lenders” means, as of any date of determination, Lenders holding more than 50% of the aggregate Commitments, or if the Commitment of each Lender to make Loans and the obligation of the Letter of Credit Issuer to extend Letters of Credit have expired or been terminated, Lenders holding more than 50% of the Principal Obligations (with the aggregate amount of each Lender’s risk participation and funded participation in Letter of Credit Liability being deemed “held” by such Lender for purposes of this definition; provided, that the portion of the Facility held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

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

“Responsible Officer” means:

“Revaluation Date” means: (a) each date of the making of any Loan in an Alternative Currency or an issuance, amendment, renewal or extension of a Loan or Letter of Credit denominated in an Alternative Currency, as applicable, (b) the date of any Material Asset Event, (c) the last Business Day of each calendar month, and (d) each other date on which the Administrative Agent, the Letter of Credit Issuer or any Borrower shall reasonably request.

“Review Event” shall occur if, (a) as of the last day of any calendar month, during the twelve (12) month period immediately preceding such date of determination, K-INFRA has satisfied requests by holders (other than any KKR Vehicle, KKR or its Affiliates, solely to the extent such repurchases of Equity Interests held by a KKR Vehicle, KKR or its Affiliates have been replaced on a Dollar-for-Dollar basis with subscriptions from investors) to redeem Equity Interests in K-INFRA in an aggregate amount

that corresponds to more than thirty percent (30%) of the K-INFRA Net Asset Value as of such date of determination, or (b) as of any Quarter Date, the number of Material Eligible Assets is less than five (5).

“Review Event Cure Plan” is defined in Section 2.07(d).

“Review Event Period” is defined in Section 2.07(d).

“RFR” means, for any Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, (a) Dollars, SOFR, (b) Sterling, SONIA, (c) Swiss Francs, SARON and (d) Canadian Dollars, CORRA.

“RFR Determination Day” is defined in the definition of “Daily Simple RFR”.

“RFR Loan” means a Daily Simple RFR Loan or a Term RFR Loan, as the context may require.

“RFR Rate Day” is defined in the definition of “Daily Simple RFR”.

“Rollover” means the renewal of all or any part of any Eurocurrency Rate Loan or Term RFR Loan upon the expiration of the Interest Period with respect thereto, pursuant to Section 2.05(e) hereof.

“Rollover Notice” is defined in Section 2.05(e) hereof.

“Same Day Funds” means immediately available funds.

“Sanctions” has the meaning given to it in Section 4.18.

“SARON” means a rate equal to the Swiss Average Rate Overnight as administered by the SARON Administrator.

“SARON Administrator” means the SIX Swiss Exchange AG (or any successor administrator of the Swiss Average Rate Overnight).

“SARON Administrator’s Website” means SIX Swiss Exchange AG’s website, currently at https://www.six-group.com, or any successor source for the Swiss Average Rate Overnight identified as such by the SARON Administrator from time to time.

“SARON RFR Determination Day” is defined in the definition of “Daily Simple RFR”.

“Security Agreement” means that certain Security Agreement entered into on or about the Closing Date, in substantially the form of Exhibit D hereto, executed by the Borrowers party thereto and the Liquidity Guarantor granting a first priority security interest in and to the collateral described therein to the Collateral Agent, together with any joinders thereto pursuant to any Borrower Joinder Agreement.

“Security Documents” means, collectively, the Account Control Agreements, the Security Agreement and each of the other security agreements, pledge agreements, supplements, filings, assignments and any other similar agreements, documents or instruments from time to time executed and delivered by any Borrower or the Liquidity Guarantor creating, granting or purporting to create or grant a Lien in favor of the Collateral Agent for the benefit of the Finance Parties as security for the Obligations.

“SOFR” means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published by the SOFR Administrator on the SOFR Administrator’s Website.

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

“SOFR Administrator’s Website” means the website of the Federal Reserve Bank of New York, 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 RFR Determination Day” is defined in the definition of “Daily Simple RFR”.

“SONIA” means a rate equal to the Sterling Overnight Index Average as administered by the SONIA Administrator.

“SONIA Administrator” means the Bank of England (or any successor administrator of the Sterling Overnight Index Average).

“SONIA Administrator’s Website” means the Bank of England’s website, currently at http://www.bankofengland.co.uk, or any successor source for the Sterling Overnight Index Average identified as such by the SONIA Administrator from time to time.

“SONIA RFR Determination Day” is defined in the definition of “Daily Simple RFR”.

“Spot Rate” means, with respect to any Alternative Currency on any Revaluation Date, the rate at which such Alternative Currency may be exchanged into Dollars, as set forth on such Revaluation Date at approximately 11:00 a.m. on the applicable Reuters World Currency Page. In the event that such rate does not appear on the applicable Reuters World Currency Page, the Spot Rate with respect to such Alternative Currency shall be determined by reference to such other publicly available service for displaying exchange rates as the Administrative Agent may determine, in its reasonable discretion; provided, that if at the time of any such Revaluation Date, for any reason, no such Spot Rate is being quoted, the Administrative Agent may use any reasonable method it deems appropriate, in the exercise of its commercially reasonable discretion, to determine such rate, and such determination shall be conclusive absent manifest error.

“Stated Maturity Date” means April 2, 2027.

“Sterling” and “£” means the lawful currency of the United Kingdom.

“STIBOR” is defined in the definition of “Eurocurrency Rate”.

“Subsidiary” means, in relation to any person, a person:

and for this purpose, a person shall be treated as being Controlled by another if that other person is able to direct its affairs and/or to Control the composition of its board of directors or equivalent body or similarly directs its affairs. Anything herein to the contrary notwithstanding, the term “Subsidiary” shall not include any person that constitutes an Asset held by K-INFRA.

“Swedish Krona” and the sign “kr” mean the lawful currency of Sweden.

“Swiss Francs” and the sign “Fr” mean the lawful currency of Switzerland.

“TARGET Day” means any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET) payment system (or, if such payment system ceases to be operative, such other payment system (if any) determined by the Administrative Agent, in its reasonable discretion, to be a suitable replacement) is open for the settlement of payments in Euro.

“Taxes” means any and all present or future taxes, charges, fees, levies, deductions, duties, imposts, withholdings or other assessments, together with any interest and penalties and additions to tax imposed by any Governmental authority.

“Term CORRA” means for any calculation with respect to a Term RFR denominated in Canadian Dollars, the Term CORRA Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term CORRA Determination Day”) that is two (2) Business Days prior to the first day of such Interest Period, as such rate is published by the CORRA Administrator; provided, however, that if as of 1:00 p.m. (Toronto time) on any Periodic Term CORRA Determination Day the Term CORRA Reference Rate for the applicable tenor has not been published by the CORRA Administrator, then Term CORRA will be the Term CORRA Reference Rate for such tenor as published by the CORRA Administrator on the first preceding Business Day for which such Term CORRA Reference Rate for such tenor was published by the CORRA Administrator so long as such first preceding Business Day is not more than five (5) Business Days prior to such Periodic Term CORRA Determination Day.

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

“Term RFR” means, with respect to Dollars, Sterling, Swiss Francs or Canadian Dollars for any Interest Period, a rate per annum equal to:

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

“Term RFR Notice” means a notification by the Administrative Agent to the Borrowers and the Lenders of the occurrence of a Term RFR Transition Event.

“Term RFR Transition Date” means, in the case of a Term RFR Transition Event, the date that is thirty (30) days after the Administrative Agent has provided the related Term RFR Notice to the Borrowers and the Lenders pursuant to Section 2.14(c)(ii).

“Term RFR Transition Event” means, with respect to any Swiss Francs, Sterling or Canadian Dollars for any Interest Period, the occurrence of both (a) the determination by the Administrative Agent that (i) the applicable Term RFR for such Currency has been recommended for use by the Relevant Governmental Body and (ii) the administration of such Term RFR is administratively feasible for the Administrative Agent and (b) prior consent of the Borrowers to delivery of a Term RFR Notice by the Administrative Agent.

“Term SOFR” means, for any calculation with respect to a Term RFR Loan in Dollars, the Term SOFR Reference Rate for a tenor comparable to such Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding Business Day prior to the date that would otherwise be applicable for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such date is not more than three (3) Business Days prior to such Periodic Term SOFR Determination Day; provided, further, that if Term SOFR determined as provided above shall ever be less than zero (0), then Term SOFR shall be deemed to be zero (0).

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

“Term SOFR Conversion Date” is defined in Section 2.05(f) hereof.

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

“TIBOR” is defined in the definition of “Eurocurrency Rate”.

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

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

“Unused Fees” means those fees set forth in Section 2.05(b).

“U.S. Person” means any person that is a “United States person” as defined in Section 7701(a)(30) of the Code.

“U.S. Tax Compliance Certificate” has the meaning given to it in Section 2.10(e)(ii)(B)(3).

“Unused Rate” means the following percentages per annum based upon the Daily Usage as set forth below:

“Valuation Policy” means the Valuation Policies and Procedures of K-INFRA and the Manager, effective April 2023, delivered to the Administrative Agent on or prior to the Closing Date, as such document may be amended from time to time in accordance with the terms hereof.

“Value” means, (a) with respect to any Asset reflected in the most recent financial statements provided pursuant to Section 6.01(a) or Section 6.01(b) hereof, the fair market value of such Asset set forth in such financial statements, and (b) if applicable, with respect to any Asset acquired after the date of the most recently available financial statements for such fiscal quarter or fiscal year, the fair market value of such Asset, in each case as determined in accordance with the Valuation Policy and the Accounting Principles; provided that, in each case of determination of “Value”, the fair market value shall be calculated giving effect to (i) any Distribution made by the applicable Borrower and (ii) any net realized gains or losses and net change in unrealized appreciation or depreciation of Assets consistent with the Valuation Policy, in each case, after the date of such financial statements in the case of clause (a), or after the acquisition of such Asset in the case of clause (b); provided, further, in the case of any Asset that is not 100% owned by the applicable Borrower (or Holding Vehicle) only the ratable portion(s) of the fair market value, indebtedness and liabilities relating to such Asset (based on such person’s interest therein) shall count towards the above calculation.

“Withholding Agent” means any Borrower, K-INFRA and the Administrative Agent.

“Write-down and Conversion Powers” means:

“Yen” means the lawful currency of Japan.

Section 1.02.         Related Matters.

(a)          Construction.

(i)          Unless a contrary indication appears any reference in this Agreement to:

(A)       any person acting in any particular capacity shall, unless otherwise specified, include references to such person’s successors and permitted assigns in such capacity;

(B)      a document in “agreed form” is a document which is agreed in writing by or on behalf of the Borrower Representative and the Administrative Agent;

(C)      “guarantee” means any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

(D)        “including” shall be construed as a reference to “including without limitation”, so that any list of items or matters appearing after the word “including” shall be deemed not to be an exhaustive list, but shall be deemed rather to be a representative list, of those items or matters forming a part of the category described prior to the word “including”;

(E)       a “person” includes any individual, firm, company, exempted company, limited liability company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership, exempted limited partnership or other entity (whether or not having separate legal personality);

(F)         a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but, if not having the force of law, being of a type which is binding or customarily complied with by those to whom it is addressed) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organization;

(G)         a provision of law is a reference to that provision as amended or re-enacted;

(H)      any definition of or reference to any agreement, instrument or other document (including any Constitutional Document) is to 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 or in any other Loan Document);

(I)          any law (or any part thereof) include any rules and regulations promulgated thereunder (or with respect to such part) by the relevant Governmental Authority, as amended, modified, supplemented, replaced or otherwise modified from time to time;

(J)          a time of day is a reference to New York time;

(K)         the plural include the singular, the singular includes the plural; and

(L)         the words “hereof,” “herein,” “hereby,” “hereunder” and similar terms in this Agreement refer to this Agreement as a whole (including the preamble, the Schedules and the Exhibits) and not to any particular provision of this Agreement. Article, section, subsection, exhibit, schedule and preamble references in this Agreement are to this Agreement.

(ii)          Section, Clause and Schedule headings are for ease of reference only.

(iii)          Unless a contrary indication appears, a term used in any other Loan Document or in any notice given under or in connection with any Loan Document has the same meaning in that Loan Document or notice as in this Agreement.

(iv)          In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(v)          No personal liability shall attach to any director, manager, officer, authorized signatory or employee of any Borrower save in the case of fraud in which case liability (if any) will be determined in accordance with Applicable Law.

(vi)          A reference in this Agreement to a page or screen of an information service displaying a rate shall include:

(A)           any replacement page of that information service which displays that rate; and

(B)          the appropriate page of such other information service which displays that rate from time to time in place of that information service,

(C)         and, if such page or service ceases to be available shall include any other page or service displaying that rate specified by the Administrative Agent after consultation with the Borrower Representative.

(b)          Determination. Any determination or calculation contemplated by this Agreement that is made by the Administrative Agent or any Lender shall be final and conclusive and binding upon the Borrowers in the absence of manifest error. References in this Agreement to any “determination” by the Administrative Agent or any Lender include good faith estimates by the Administrative Agent or such Lender (in the case of quantitative determinations), and good faith beliefs by the Administrative Agent or such Lender (in the case of qualitative determinations). For the avoidance of doubt, the foregoing shall apply to the Administrative Agent in respect of instructing the Collateral Agent to provide any consent or other determination contemplated by this Agreement.

(c)          Other Terms and Determinations. Unless otherwise specified herein (and whether or not expressly stated), (i) all non-capitalized terms defined in Article 8 or 9 of the Uniform Commercial Code, as in effect in the State of New York from time to time, are used herein as so defined and (ii) all accounting terms not specifically defined but used herein shall be construed and interpreted, all accounting determinations hereunder shall be made, and all financial calculations (including financial ratios) and statements required to be delivered hereunder shall be prepared in accordance with the Accounting Principles as in effect from time to time, applied on a basis consistent with the audited financial statements referred to in Section 6.01.

(d)          Appointment of Borrower Representative. The Borrower Representative shall act as representative for each Borrower.  The Borrower Representative will be acting as agent, attorney-in-fact and representative on each Borrower’s behalf for the purposes of issuing Loan Notices or similar notices, giving instructions with respect to the disbursement of the proceeds of the Loans, giving and receiving all other notices and consents hereunder or under any of the other Loan Documents, executing certain Loan Documents and taking all other actions (including in respect of compliance with covenants and certifications) on behalf of Borrowers under the Loan Documents.  The Borrower Representative hereby accepts such appointment.  Each Borrower agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf by the Borrower Representative shall be deemed for all purposes to have been made by such person and shall be binding upon and enforceable against such person to the same extent as if the same had been made directly by such person.

(e)          Joint and Several Liability; Postponement of Subrogation.

(i)          Notwithstanding any other provision of the Loan Documents, all Obligations (and any other obligations) of Borrowers hereunder and under the other Loan Documents shall be

joint and several and, as such, each Borrower shall be liable for all of such obligations of each other Borrower under this Agreement and the other Loan Documents. To the fullest extent permitted by law, the liability of each Borrower for the obligations under this Agreement and the other Loan Documents of the other applicable Borrowers with whom it has joint and several liability shall be absolute, unconditional and irrevocable, without regard to (i) the validity or enforceability of this Agreement or any other Loan Document, any of the obligations hereunder or thereunder or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any applicable Finance Party, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance hereunder; provided that no Borrower hereby waives any suit for breach of a contractual provision of any of the Loan Documents) which may at any time be available to or be asserted by such other applicable Borrower or any other person against any Finance Party or (iii) any other circumstance whatsoever (with or without notice to or knowledge of such other applicable Borrower or such Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of such other applicable Borrower for the obligations hereunder or under any other Loan Document, or of such Borrower under this Section 1.02(e) in bankruptcy or in any other instance (other than the defense of payment).

(ii)           If an Event of Default has occurred and is continuing, each Borrower agrees that it will not exercise any rights which it may acquire by way of rights of subrogation under this Agreement, by any payments made hereunder or otherwise, until the prior payment in full in cash of all Obligations (other than contingent obligations for which no claim has been asserted) under the Loan Document and the termination or expiration of all Commitments. If an Event of Default has occurred and is continuing, any amount paid to any Borrower on account of any such subrogation rights prior to the payment in full in cash of all of the obligations hereunder and under any other Loan Document (other than contingent obligations for which no claim has been asserted) and the termination or expiration of all Commitments shall be held in trust for the benefit of the applicable Finance Parties and shall immediately be paid to the Administrative Agent for the benefit of the applicable Finance Parties and credited and applied against the obligations of the applicable Borrowers, whether matured or unmatured, in such order as the Administrative Agent shall elect. If an Event of Default has occurred and is continuing, in furtherance of the foregoing, for so long as any obligations of any Borrower hereunder or any Commitments remain outstanding hereunder (other than contingent obligations for which no claim has been asserted) or under any other Loan Document, each Borrower shall refrain from taking any action or commencing any proceeding against any other Borrower (or any of its successors or assigns) to recover any amounts in respect of payments made in respect of the obligations hereunder or under any other Loan Document of such other Borrower to any Finance Party.

Section 1.03.          Letter of Credit Amounts. Unless otherwise specified, all references herein to the amount of a Letter of Credit at any time shall be deemed to mean the Dollar Equivalent of the maximum face amount of such Letter of Credit available to be drawn at such time after giving effect to all increases thereof contemplated by such Letter of Credit or the documentation related thereto, whether or not such maximum face amount is in effect at such time.

Section 1.04.          Rates. The interest rate on Loans denominated in Dollars or an Alternative Currency may be determined by reference to a benchmark rate that is, or may in the future become, the subject to regulatory reform or cessation. Regulators have signaled the need to use alternative reference rates for some of these benchmark rates and, as a result, such benchmark rates may cease to comply with applicable laws and regulations, may be permanently discontinued or the basis on which they are calculated may change. Except as expressly provided in this Agreement, the Administrative Agent does

not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration of, submission of, calculation of or any other matter related to any Benchmark hereunder or with respect to any alternative, comparable, successor or replacement rate thereof (including any Benchmark Replacement), or any calculation, component definition thereof or rate referenced in the definition thereof, including, without limitation, (i) any such alternative, successor or replacement rate implemented pursuant to Section 2.14(c), whether upon the occurrence of a Benchmark Transition Event or a Term RFR Transition Event, and (ii) the effect, implementation or composition of any Conforming Changes pursuant to Section 2.14(c), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 2.14(c) will be similar to, or produce the same value or economic equivalence of, the applicable existing Benchmark, or have the same volume or liquidity as such Benchmark prior to the discontinuance or unavailability of such Benchmark. In addition, the discontinuation of any Benchmark and any alternative, successor or replacement reference rate may result in a mismatch between the reference rate referenced in this Agreement and the Borrowers’ other financial instruments, including potentially those that are intended as hedges. The Administrative Agent and its Affiliates and/or other related entities may engage in transactions that affect the calculation of any alternative, successor or replacement rate and/or any relevant adjustments thereto, in each case, with all determinations of such alternative, successor or replacement rate by the Administrative Agent to be conclusive, absent manifest error. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain such alternative, successor or replacement rate, in each case pursuant to the terms of this Agreement, and in the absence of gross negligence or willful misconduct, shall have no liability to any Borrower or Guarantor 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 1.05.       Exchange Rates; Currency Equivalents. Calculations hereunder relating to the Commitment shall always be calculated in Dollars by converting that portion of the Eurocurrency Rate Loans, RFR Loans, or Letter of Credit Liability attributable to, or made in, an Alternative Currency into its Dollar Equivalent. The Administrative Agent shall determine the applicable Spot Rates as of each Revaluation Date to be used for making such calculations. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable Currencies until the next Revaluation Date to occur.

Section 1.06.         Irish Terms.

(a)        An “examiner” means an examiner (including any interim examiner) appointed under section 509 of the Irish Companies Act and examinership shall be construed accordingly.

(b)        A “process adviser” means a person appointed or acting as a process adviser within the meaning of section 558A(1) of the Irish Companies Act.

(c)          A “rescue process” means the rescue process for small and micro companies contemplated by Part 10A of the Irish Companies Act.

(d)          A person being “unable to pay its debts” includes that person being unable to pay its debts within the meaning of Sections 509(3) and 570 of the Irish Companies Act.

(e)          “Ireland” means Ireland (exclusive of Northern Ireland).

(f)          “Irish Companies Act” means the Companies Act of Ireland 2014.

Section 2.01.         Loans.

(a)        Subject to the terms and conditions set forth herein, each Lender having a Commitment severally agrees to make Loans to the Borrowers, in Dollars or in one or more Alternative Currencies on any Business Day during the Availability Period in an aggregate principal amount at any one time outstanding; provided that, after making any such Loans: (i) such Lender’s Pro Rata Share of the Dollar Equivalent of the Principal Obligations would not exceed such Lender’s Pro Rata Share of the Maximum Commitment,  (ii) the Dollar Equivalent of the Principal Obligations would not exceed the Maximum Commitment, and (iii) with respect to Loans denominated in Alternative Currencies, the Dollar Equivalent of the Principal Obligations (denominated in an Alternative Currency on an aggregate basis) would not exceed the Alternative Currency Sublimit; provided that the Conditions to Borrowing shall have been satisfied (or waived by the Lenders holding the applicable Commitments) as of the date of the funding of the Loans (the date of each funding, or funding of any other Loans hereunder, a “Funding Date”). The obligations of each Lender hereunder shall be several and not joint; provided, that the failure of any Lender to advance the proceeds of its Pro Rata Share of any Loan required to be advanced hereunder shall not relieve any other Lender of its obligation to advance the proceeds of its Pro Rata Share of any Loan required to be advanced hereunder. Amounts borrowed and repaid under the Facility may be reborrowed during the Availability Period. Notwithstanding anything to the contrary in this Agreement, interest on the Loans (if and when funded) shall commence to accrue from the applicable Funding Date thereof.

(b)          Loan Notice. The Borrowers shall request the Loans by delivery of an irrevocable written loan notice (the “Loan Notice”) signed by a Responsible Officer of the Borrower Representative in the form of Exhibit B hereto. Each Loan Notice:  (a) shall be furnished to the Administrative Agent no later than 2:00 p.m. (New York time) at least (i) four (4) Business Days prior to the requested date of the funding of a Eurocurrency Rate Loan; (ii) three (3) Business Days prior to the requested date of the funding of a Term RFR Loan or a Daily Simple RFR Loan (other than in Dollars); (iii) two (2) Business Days prior to the requested date of funding of a Daily Simple RFR Loan in Dollars; or (iv) one (1) Business Day prior to the requested date of funding of a Reference Rate Loan in Dollars; and (b) must specify: (A) the applicable Borrower(s); (B) the amount of such Borrowing; (C) the Interest Option; (D) the Interest Period therefor; and (E) the Currency. Any Loan Notice received by the Administrative Agent after the applicable time specified in the immediately preceding sentence shall be deemed to have been given by the applicable Borrower on the next succeeding Business Day. Following receipt of a Loan Notice, the Administrative Agent shall reasonably promptly notify each Lender of the principal amount of the Loans to be made and the amount of its respective Pro Rata Share of the applicable Loans that it will be obligated to fund on such Funding Date. For the avoidance of doubt, the Borrowers may not request Term RFR Loans in Sterling, Swiss Francs or Canadian Dollars unless a Term RFR Transition Event and its related Term RFR Transition Date with respect to Sterling, Swiss Francs or Canadian Dollars has occurred and the applicable Benchmark Replacement has replaced such prior Benchmark for Sterling, Swiss Francs or Canadian Dollars.

(c)        Funding. On each Funding Date, not later than 2:00 p.m. (New York City time), each Lender shall make available to the Administrative Agent its Pro Rata Share of the Loans requested under clause (b) above by wire transfer in Same Day Funds in the applicable Currency at the office designated

by the Administrative Agent. Upon satisfaction of the applicable conditions set forth in Article 3 as determined by the Administrative Agent in its sole discretion, the Administrative Agent shall promptly deposit such proceeds in Same Day Funds in the applicable Currency in the account specified in the applicable Loan Notice.

(d)         Availability of Funds; Funding by Lenders; Presumption by the Administrative Agent. Unless the Administrative Agent shall have been notified by any Lender prior to each Funding Date that such Lender does not intend to make available to the Administrative Agent the amount of such Lender’s Loan requested on each Funding Date, the Administrative Agent may assume that such Lender has made or will make such amount in the applicable Currency available to the Administrative Agent on each Funding Date and the Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to the Borrowers a corresponding amount on each Funding Date. If the Administrative Agent has made such corresponding amount available to the Borrowers but such corresponding amount is not in fact made available to the Administrative Agent by such Lender, then the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to the Federal Funds Effective Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower Representative and the Borrowers shall pay within two (2) Business Days of such notice, such corresponding amount to the Administrative Agent together with interest thereon, for each day from the relevant Funding Date until the date such amount is paid to the Administrative Agent, at the interest rate otherwise payable hereunder. If (a) the Administrative Agent declines to make a requested amount available to the Borrowers until such time as all applicable Lenders have made payment to the Administrative Agent, (b) a Lender fails to fund to the Administrative Agent all or any portion of the Loans required to be funded by such Lender hereunder prior to the time specified in this Agreement and (c) such Lender’s failure results in the Administrative Agent failing to make a corresponding amount available to the Borrowers on a Funding Date, then such Lender shall not receive interest hereunder with respect to the requested amount of such Lender’s Loans for the period commencing with the time specified in this Agreement for receipt of payment by the Borrowers through and including the time of such Borrower’s receipt of the requested amount and the Borrowers shall have no obligation to pay interest to such Lender on any amounts not so advanced. Nothing in this Section 2.01(d) shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that the any Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or Borrower with respect to any amount owing under this clause Section 2.01(d) shall be conclusive, absent manifest error.

(e)          Reallocation of Loans.  At any time, the Borrowers may request a reallocation of the then-outstanding Allocated Loan Amounts and, upon such request, the Administrative Agent and the Lenders shall consent to such reallocation and the Administrative Agent shall update the Register and the Participant Register accordingly.

Section 2.02.          Increase in the Maximum Commitment.

(a)         Request for Increase. Provided no Default or Event of Default has occurred and is continuing, and subject to compliance with the terms of this Section 2.02, upon delivery to the Administrative Agent by the Borrower Representative of a Facility Increase Request, the Borrowers may permanently increase the Maximum Commitment; provided that the Maximum Commitment as increased pursuant to this Section 2.02 shall not exceed $1,000,000,000 at any one time. Such permanent increases may be effected in one or more requested increases, in minimum increments of $25,000,000 (or such other amount as agreed by the Administrative Agent) (each such increase, shall be referred to herein as a “Facility Increase”).

(b)          Effective Date. The Administrative Agent and the Borrower Representative shall determine the effective date of any Facility Increase (the “Increase Effective Date”). The Administrative Agent shall promptly notify the Borrower Representative and the Lenders of the Increase Effective Date.

(c)          Conditions to Effectiveness of Increase. The following are conditions precedent to such increase:

(i)         the Administrative Agent shall consent in writing to such Facility Increase in the Administrative Agent’s discretion (such consent not to be unreasonably withheld);

(ii)          no later than ten (10) Business Days prior to the date of such increase (or such shorter period as agreed by the Administrative Agent in its sole discretion), the Borrower Representative shall deliver to the Administrative Agent a Facility Increase Request signed by a Responsible Officer of the Borrower Representative certifying and attaching the resolutions adopted by or on behalf of the Borrower Representative approving or consenting to such increase;

(iii)        on or prior to the proposed date of such Facility Increase, the Borrowers shall pay to the Administrative Agent, to the extent invoiced at least two (2) Business Days prior to the required payment date, all fees due and owing in connection with such Facility Increase;

(iv)        if requested by the Administrative Agent on behalf of the Lenders, the Borrowers executing the Facility Increase Request shall execute replacement Notes payable to the Administrative Agent reflecting the Facility Increase;

(v)         on the Increase Effective Date, (A) any existing Lender or Lenders agree(s) to increase its Commitment to support the Facility Increase, in its sole discretion, and/or (B) any additional Lender or Lenders shall have joined the Facility in accordance with Section 2.18 or Section 10.06 hereof, and the aggregate Commitment of such increasing and additional Lenders shall be at least equal to the amount of such Facility Increase;

(vi)        all of the representations and warranties of the Borrowers contained in Article 4 and in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of the Facility Increase to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date;

(vii)       either no Review Event has occurred and is continuing or if a Review Event has occurred and is continuing, a Review Event Cure Plan has been agreed with respect thereto and the Borrowers are in compliance with such agreed Review Event Cure Plan;

(viii)      no Excess Prepayment Event has occurred and is continuing (it being understood that such Excess Prepayment Event shall cease only upon payment in full of any Excess Prepayment Amount);

(ix)         the Borrowers are in compliance with the Financial Covenants; and

(x)        For the avoidance of doubt, such increases provided under this Section 2.02 may be provided by existing Lender(s) on a non-ratable basis.

(d)          Reallocation Following Facility Increase. On any Increase Effective Date with respect to any Facility Increase pursuant to this Section 2.02 (whether pursuant to a new Lender joining the Facility or an existing Lender increasing its Commitment), the Administrative Agent will reallocate the outstanding Loans and participation in Letters of Credit such that, after giving effect thereto, the ratio of each Lender’s (including each new or increasing Lender’s) share of the outstanding Loans and participation in Letters of Credit is in the same proportion as that of such Lender’s individual Commitment over the total Commitments. For the avoidance of doubt, such reallocation may require the reallocation of Loans from an existing Lender to a new or increasing Lender. In connection with any such reallocation of the outstanding Loans, (i) the Administrative Agent will give advance notice sufficient to comply with the applicable timing period in Section 2.01 to each Lender which is required to fund any amount or receive any partial repayment in connection therewith and (ii) the applicable Lender or Lenders will fund such amounts up to their respective shares of the Loans being reallocated and the Administrative Agent shall remit to any applicable Lenders its applicable portion of such funded amount if necessary to give effect to the reallocation of such Loans.

Section 2.03.         Letters of Credit.

(a)          Letter of Credit Commitment.  Subject to the terms and conditions hereof, on any Business Day during the Availability Period, the Administrative Agent shall cause each Letter of Credit Issuer to issue one or more Letters of Credit in such aggregate face amounts and Currencies as any Borrower may request; provided that: (i) after giving effect to the issuance of any such Letter of Credit, (A) the Dollar Equivalent of the Principal Obligations as of such date will not exceed the Maximum Commitment as of such date; (B) the Dollar Equivalent of the Letter of Credit Liability will not exceed the Letter of Credit Sublimit as of such date; and (C) with respect to Letters of Credit denominated in Alternative Currencies, the Dollar Equivalent of the Principal Obligations (denominated in an Alternative Currency on an aggregate basis) would not exceed the Alternative Currency Sublimit; (ii) the expiry date of the Letter of Credit shall not be later than the earlier of (A) twelve (12) months after the date of issuance without the relevant Letter of Credit Issuers’ consent, in its sole discretion, or (B) thirty (30) days prior to the Stated Maturity Date (unless such Letter of Credit has been cash collateralized on or before the date that is thirty (30) days prior to the Stated Maturity Date); and (iii) each Letter of Credit Issuer shall be under no obligation to issue any Letter of Credit if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain such Letter of Credit Issuer from issuing such Letter of Credit, or any Applicable Law or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Letter of Credit Issuer shall prohibit, or request that such Letter of Credit Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Letter of Credit Issuer with respect to any such Letter of Credit any restriction, reserve or capital requirement (for which such Letter of Credit Issuer is not otherwise compensated hereunder) not in effect on the Closing Date or shall impose upon such Letter of Credit Issuer any other loss, cost or expense which was not applicable on the Closing Date and which such Letter of Credit Issuer in good faith deems material to it and for which such Letter of Credit Issuer is not reimbursed hereunder, or (B) the applicable Borrower has not provided the information necessary for such Letter of Credit Issuer to issue the Letter of Credit.

(b)          Request. Each request for a Letter of Credit (a “Request for Letter of Credit”) shall be submitted by the Borrower Representative to the Administrative Agent substantially in the form attached hereto as Exhibit C (with blanks appropriately completed in conformity herewith), together with an Application for Letter of Credit, for the Letter of Credit Issuer, on or before 10:00 a.m. (New York time) at least three (3) Business Days prior to the requested date of issuance of such Letter of Credit. The Administrative Agent shall promptly notify each Lender of such Request for Letter of Credit and the terms of the requested Letter of Credit.  Each Letter of Credit Issuer’s obligation to issue a Letter of Credit shall be subject to the conditions set forth in Section 3.02 (other than clause (a) thereto).

(c)          Letter of Credit Fees. The applicable Borrower shall pay to the Administrative Agent, for the benefit of the Lenders, in consideration for the issuance of Letters of Credit issued for its account hereunder, a non-refundable fee equal to the Applicable Margin (applicable to Loans in such Currency) as computed on the average daily face amount of each such Letter of Credit, less the amount of any draws on such Letter of Credit, which fee shall be payable in Dollars quarterly in arrears on (i) the later of (A) the fifteenth (15th) Business Day of each calendar quarter for the preceding calendar quarter (or portion thereof, in the case of the first payment) and (B) the fifth (5th) Business Day following receipt of an invoice from the Administrative Agent, commencing on the issuance date and continuing for so long as such Letter of Credit remains outstanding and (ii) the Maturity Date; and for the benefit of each Letter of Credit Issuer, and for such Letter of Credit Issuer’s own account, in consideration of the issuance and fronting of Letters of Credit, a fronting fee, with respect to each Letter of Credit, at a rate equal to 0.125% per annum, as computed on the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears, which fee shall be waived by Mizuho if it is the sole Lender in the Facility, which accrued amounts shall be payable in Dollars quarterly in arrears on (i) the later of (A) the fifteenth (15th) Business Day of each calendar quarter for the preceding calendar quarter and (B) the fifth (5th) Business Day following receipt of an invoice from the such Letter of Credit Issuer, commencing on the issuance date and continuing for so long as such Letter of Credit remains outstanding and (ii) the Maturity Date. In addition, the applicable Borrower shall pay directly to the relevant Letter of Credit Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of each Letter of Credit Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.  Any such fees accrued pursuant to this clause (c) shall be paid in cash, unless no later than the date falling two (2) Business Days prior to such applicable Quarter Date, the Borrower Representative elects by written notice to the Administrative Agent to pay such fee amount in kind (in lieu of payment in cash) in which case such fee shall be capitalized and added to the principal amount of the Loan on the relevant due date, subject to the following conditions: (1) the Principal Obligations shall not exceed the Maximum Commitments after giving effect to such fees paid in kind, (2) as of the Quarter Date, there are not sufficient funds in the Borrower Collateral Accounts to pay all such accrued fees in cash, and (3) no Default or Event of Default shall have occurred or be continuing. Thereafter, any such amounts shall be treated as part of the principal amount of the relevant Loan and shall bear interest in accordance with Section 2.05(a) of this Agreement.

(d)          Participation by the Lenders. Each Lender shall and does hereby participate ratably with each Letter of Credit Issuer in each Letter of Credit issued and outstanding hereunder to the extent of its Pro Rata Share of the Letter of Credit Liability with respect to each such Letter of Credit, and shall share in all rights and obligations resulting therefrom, including, without limitation: (i) the right to receive from the Administrative Agent its Pro Rata Share of any reimbursement of the amount of each draft drawn under each Letter of Credit, including any interest payable with respect thereto; (ii) the right to receive from the Administrative Agent its Pro Rata Share of the Letter of Credit fee pursuant to Section 2.05(c) hereof (which, for the avoidance of doubt, shall take into account the Applicable Margin in respect of such Letter of Credit); and (iii) the right to receive from the Administrative Agent its additional costs pursuant to Section 2.09 hereof; and (iv) the obligation to pay to the Administrative Agent or the Letter of Credit Issuer, as the case may be, in immediately available funds, its Pro Rata Share of any unreimbursed drawing under a Letter of Credit.

(e)          Payment of Letter of Credit. In consideration for the issuance by a Letter of Credit Issuer of a Letter of Credit for the account of a Borrower, such Borrower hereby authorizes, empowers, and directs the Administrative Agent, for the benefit of the Finance Parties and the Letter of Credit Issuer, to disburse directly, as a Borrowing hereunder by such Borrower, to the relevant Letter of Credit Issuer, with notice to such Borrower, in immediately available funds an amount in the applicable currency equal to the stated amount of each draft drawn under each such Letter of Credit, plus all interest, reasonable costs and

expenses, and fees due to the relevant Letter of Credit Issuer pursuant to this Agreement in respect of Letters of Credit issued for the account of such Borrower. Subject to receipt of notice from the Administrative Agent, each Lender shall pay to the Administrative Agent such Lender’s Pro Rata Share of the amount disbursed by the Administrative Agent in the applicable currency on the Business Day on which the relevant Letter of Credit Issuer honors any such draft or incurs or is owed any such interest, costs, expenses or fees. The Administrative Agent will promptly notify the applicable Borrower of any disbursements made by the Lenders pursuant to the terms hereof; provided that the failure to give such notice will not affect the validity of the disbursement, and the Administrative Agent shall provide the Lenders with notice thereof. Any such disbursement made by the Lenders to the relevant Letter of Credit Issuer on account of a Letter of Credit shall be deemed a Eurocurrency Rate Loan or a Term RFR Loan, as the case may be, with a one-month Interest Period if such disbursement is in an Alternative Currency (other than Sterling, Swiss Francs or Canadian Dollars), or a Daily Simple RFR Loan if such disbursement is in Dollars, Sterling, Swiss Francs or Canadian Dollars, in each case, to the applicable Borrower, and such Borrower shall be deemed to have given a Loan Notice to the Administrative Agent in accordance with the terms and conditions of Section 2.01(b) hereof. The Administrative Agent and the Lenders may conclusively rely on the relevant Letter of Credit Issuer as to the amount due to such Letter of Credit Issuer by reason of any draft of a Letter of Credit or due a Letter of Credit Issuer under any Request for Letter of Credit. The obligations of a Lender to make payments to the Administrative Agent for the account of a Letter of Credit Issuer under this Section 2.03(e) shall be irrevocable, shall not be subject to any qualification or exception whatsoever, and shall, irrespective of the satisfaction of the conditions to the making of any Loans described in Section 3.02 hereof be honored in accordance with this Section 2.03(e) under all circumstances unless there is an Event of Default or Default under Section 8.01(h), including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of such Letter of Credit, this Agreement or any of the other Loan Documents; (ii) the existence of any claim, counterclaim, setoff, defense or other right which any Borrower may have at any time against a beneficiary named in a Letter of Credit or any transferee of a beneficiary named in a Letter of Credit (or any person for whom any such transferee may be acting), the Administrative Agent, the Letter of Credit Issuer, any Lender, or any other person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the account party and beneficiary named in any Letter of Credit); (iii) any draft, demand, certificate or any other document presented under a Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect or any loss or delay in the transmission or otherwise of any document required in order to make a draw under a Letter of Credit; (iv) any payment by the Letter of Credit Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the Letter of Credit Issuer under such Letter of Credit to any person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; (v) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; or (vi) the occurrence of any Event of Default or Default.

(f)          Borrower Inspection. The applicable Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with such Borrower’s instructions or other irregularity, such Borrower shall promptly notify the applicable Letter of Credit Issuer in writing. The Borrowers shall be conclusively deemed to have waived any such claim against each Letter of Credit Issuer and its correspondents, unless such prompt written notice is given as aforesaid.

(g)          Role of Letter of Credit Issuer. Each Lender and each Borrower agrees that, in paying any drawing under a Letter of Credit issued for the account of such Borrower, the applicable Letter of Credit

Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the person executing or delivering any such document. None of the Letter of Credit Issuers, the Administrative Agent nor any of the respective correspondents, participants or assignees of any Letter of Credit Issuer shall be liable to any Lender for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit. The applicable Borrower(s) assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit issued for the account of such Borrower; provided, however, that this assumption is not intended to, and shall not, preclude any Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Letter of Credit Issuers, the Administrative Agent, nor any of the respective correspondents, participants or assignees of a Letter of Credit Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (iii) of Section 2.03(d) hereof. In furtherance and not in limitation of the foregoing, each Letter of Credit Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and any such Letter of Credit Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

(h)         Acceleration of Undrawn Amounts. Should the Administrative Agent demand payment of the Obligations hereunder prior to the Maturity Date pursuant to Section 8.02 hereof, the Administrative Agent, by written notice to the Borrowers, may take one or more of the following actions: (i) declare the obligation of the Letter of Credit Issuers to issue Letters of Credit hereunder terminated, whereupon such obligations shall forthwith terminate without any other notice of any kind; or (ii) declare the outstanding Letter of Credit Liability to be forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby waived, and demand that the applicable Borrowers pay, in the applicable Currency (unless otherwise agreed to by the Administrative Agent in writing), to the Administrative Agent for deposit in a segregated interest-bearing cash collateral account, as security for its Obligations, an amount equal to the aggregate undrawn stated amount of all Letters of Credit issued for the account of the applicable Borrowers then outstanding at the time such notice is given. Unless otherwise required by law, upon the full and final payment of the Obligations, the Administrative Agent shall return to the Borrowers any amounts remaining in said cash collateral account.

Section 2.04.         Use of Proceeds.

(a)          The Borrowers shall use the proceeds of the Loans and the issuances of Letters of Credit to finance any activities of K-INFRA and any direct or indirect subsidiaries or vehicles thereof, to provide working capital or for any other purposes permitted under the Constitutional Documents of K-INFRA and any subsidiaries or vehicles thereof.

(b)          The Borrowers shall not, and shall cause their respective Subsidiaries and Holding Vehicles not to, take any action with respect to the proceeds of any Loans that is in violation of the Margin Regulations.

(c)          Neither the Lenders nor any Agent shall have any liability, obligation, or responsibility whatsoever with respect to any Borrower’s use of the proceeds of the Loans or the Letters of Credit and neither the Lenders nor any Agent shall be obligated to determine whether or not any Borrower’s use of the proceeds of the Loans or the Letters of Credit are for purposes permitted under its Constitutional

Documents. Nothing, including, without limitation, any Borrowing, any issuance of any Letter of Credit, or acceptance of any other document or instrument, shall be construed as a representation or warranty, express or implied, to any party by Lenders or Agents as to whether any investment by a Borrower is permitted by the terms of the applicable Borrower’s Constitutional Documents.

Section 2.05.          Interest; Fees.

(a)          Interest Rate.

(i)          Eurocurrency Rate. The unpaid principal amount of each Eurocurrency Rate Loan shall bear interest at a rate per annum which shall be equal to the Eurocurrency Rate in effect for the applicable Interest Period for such Currency plus the Applicable Margin.

(ii)          Reference Rate; Cost of Funds Rate. The unpaid principal amount of each Reference Rate Loan shall bear interest at a rate per annum which shall be equal to the Reference Rate in effect for the applicable Interest Period. To the extent applicable, any Loans bearing interest at the Cost of Funds Rate in accordance with the provisions of this Agreement shall bear interest at a rate per annum which shall be equal to the Cost of Funds Rate in effect for the applicable Interest Period.

(iii)          RFR Loans.

(A)          The unpaid principal amount of each Term RFR Loan shall bear interest at a rate per annum which shall be equal to the applicable Term RFR in effect for the applicable Interest Period for such Currency plus the Applicable Margin.

(B)          The unpaid principal amount of each Daily Simple RFR Loan shall bear interest at a rate per annum which shall be equal to the applicable Daily Simple RFR for such Currency on each day during such applicable Interest Period plus the Applicable Margin.

(iv)         Interest Rate Determinations. The Administrative Agent shall calculate each interest rate applicable to the Borrowings hereunder in accordance with the terms set forth in this Agreement. The Administrative Agent shall give prompt notice to each Borrower and to the Lenders of each rate of interest so calculated, and its calculation thereof shall be conclusive and binding in the absence of manifest error.  Except as otherwise set forth herein, interest on each Loan shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date, upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid and at maturity of the Loans, including final maturity of the Loans, in each case in accordance with the priority of payments as expressly provided herein.

(v)          Default Interest. If any principal of, or interest on, the Obligations is not paid when due (whether at stated maturity, by acceleration, by mandatory prepayment or otherwise), such overdue amounts shall bear interest (including post-petition interest in any proceeding under Debtor Relief Laws) at a rate that is equal to the Default Rate. Payment or acceptance of the increased rates of interest provided for in this Section 2.05 is not a permitted alternative to timely payment and shall not in and of itself constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of any Finance Party.

(vi)          Payment in Kind. On each Interest Payment Date, all interest accruing on the relevant Loan for such Interest Period shall be paid in cash, unless, no later than the date falling

two (2) Business Days prior to such Interest Payment Date, the Borrower Representative elects by written notice to the Administrative Agent to pay such interest amount in kind (in lieu of payment in cash), in which case such interest amount shall be capitalized and added to the principal amount of such Loan (such interest so paid in kind, “PIK Interest”), subject to the following conditions: (1) the Principal Obligations shall not exceed the Maximum Commitments after giving effect to such interest paid in kind, (2) as of the Interest Payment Date, there are not sufficient funds in the Borrower Collateral Accounts to pay all accrued interest on the Loans in cash and (3) no Default or Event of Default shall have occurred or be continuing. For greater certainty, if any Applicable Law requires the deduction or withholding of any Tax from any PIK Interest and such deduction or withholding constitutes Excluded Taxes, the amount deducted and withheld and remitted to the applicable Governmental Authority shall be considered paid to the Recipient and not capitalized and added to the principal amount of such Loan. Any PIK Interest shall upon and after being so capitalized, be treated as part of the principal amount of the relevant Loan, shall bear interest in accordance with this Section 2.05(a) and shall be payable in accordance with the applicable repayment and/or prepayment provisions of this Agreement. The Administrative Agent’s determination of the principal amount of the Notes outstanding at any time shall be conclusive and binding, absent demonstrable error. For the avoidance of doubt, the Conditions to Borrowing set forth in Section 3.02 shall not apply to the payment in kind of any interest amounts pursuant to this Section 2.05(a)(vi) (other than, for the avoidance of doubt, any such conditions specified in this Section 2.05(a)(vi)).

(vii)        Interest Act (Canada) Disclosure.  For purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest or any fee to be paid hereunder or in connection herewith is to be calculated on the basis of a 360-day or 365-day year, the yearly rate of interest to which the rate used in such calculation is equivalent is the rate so used multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360 or 365, as applicable. The rates of interest under this Agreement are nominal rates, and not effective rates or yields. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement.

(b)          Unused Fees. The Borrowers shall pay to Administrative Agent for the account of each Lender in accordance with its Pro Rata Share an unused fee calculated daily equal to the Unused Rate multiplied by the amount by which the average daily Maximum Commitments during the immediately preceding calendar quarter exceeded the Dollar Equivalent of the average daily Principal Obligations during such period, calculated on the basis of actual days elapsed in a year consisting of 360 days and payable in Dollars. The unused fee shall accrue at all times during the Availability Period and shall be due and payable quarterly in arrears on the fifteenth (15th) Business Day following each Quarter Date (with such initial payment date being July 22, 2024). The unused fee shall be calculated quarterly in arrears. Any such unused fees accrued pursuant to this clause (b) shall be paid in cash, unless no later than the date falling two (2) Business Days prior to such applicable Quarter Date, the Borrower Representative elects by written notice to the Administrative Agent to pay such fee amount in kind (in lieu of payment in cash), in which case such fee amount shall be capitalized and added to the principal amount of the Loan on the relevant due date, subject to the following conditions: (1) the Principal Obligations shall not exceed the Maximum Commitments after giving effect to such fees paid in kind, (2) as of the applicable Quarter Date, there are not sufficient funds in the Borrower Collateral Accounts to pay all such accrued unused fees in cash and (3) no Default or Event of Default shall have occurred or be continuing. Thereafter, any such capitalized amounts shall be treated as part of the principal amount of the relevant Loan and shall bear interest in accordance with Section 2.05(a) of this Agreement.

(c)          Payment of Interest.

(i)            Accrual of Interest. Interest on the Loans and any portion thereof shall commence to accrue in accordance with the terms of this Agreement and the other Loan Documents as of the date of the disbursal or wire transfer of such Borrowing by the Administrative Agent, consistent with the provisions of this Section 2.05, notwithstanding whether the Borrowers received the benefit of such Borrowing as of such date. With regard to the repayment of the Loans, interest shall continue to accrue on any amount repaid until such time as the repayment (whether by acceleration or otherwise) has been received in Same Day Funds by the Administrative Agent.

(ii)         Interest Payment Dates. Accrued and unpaid interest on the Obligations (i) shall be due and payable in arrears on each Interest Payment Date and on the Maturity Date, (ii) shall be due and payable on each other date of any reduction of the Obligations hereunder (solely with respect to the portion of the Obligations so prepaid (if any)), (iii) with respect to any Obligation with respect to which any Borrower is in default, shall be due and payable at any time and from time to time following such default upon demand by Administrative Agent and (iv) in the event of any Conversion of any Loan prior to the end of the Interest Period applicable thereto, accrued interest on such applicable Loan shall be payable on the effective date of such Conversion. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

(d)          Computations of Interest and Fees. Interest on the unpaid principal balance of (i) each Eurocurrency Rate Loan and RFR Loan (other than RFR Loans denominated in Sterling) shall be calculated on the basis of the actual days elapsed in a year consisting of 360 days (provided that Eurocurrency Rate Loans denominated in Alternative Currencies typically calculated on the basis of the actual days elapsed in a year consisting of 365 days (or 366, as the case may be) shall be calculated on such basis), and (ii) each RFR Loan denominated in Sterling and Reference Rate Loan (other than when the Reference Rate is calculated based off Daily Simple RFR for Dollars) shall be calculated on the basis of the actual days elapsed in a year consisting of 365 days (or 366, as the case may be).

(e)          Rollovers. No later than 2:00 p.m. (New York time) at least two (2) Business Days prior to the termination of each Interest Period related to a Eurocurrency Rate Loan or a Term RFR Loan, the applicable Borrower(s) shall give the Administrative Agent irrevocable written notice (which notice may be via fax, electronic mail, or by telephone, if confirmed in writing promptly thereafter) (a “Rollover Notice”) whether it desires to Rollover such Loan at a different Interest Period. Each such notice shall also specify the length of the Interest Period selected by the applicable Borrower(s), with respect to such Rollover. If the applicable Borrower fails to timely give the Administrative Agent such notice with respect to any Eurocurrency Rate Loan or any Term RFR Loan, such Borrower shall be deemed to have elected to continue such Eurocurrency Rate Loan as a Eurocurrency Rate Loan, or such Term RFR Loan as a Term RFR Loan, in each case, with the same Interest Period on the expiration the preceding Interest Period.

(f)          Conversions. Any Borrower shall have the right, with respect to: (i) any Reference Rate Loan, on any Business Day, to convert such Reference Rate Loan to either (A) a Term RFR Loan in Dollars or (B) a Daily Simple RFR Loan in Dollars; (ii) any Daily Simple RFR Loan in Dollars, on any Business Day, to convert such Daily Simple RFR Loan to a Term RFR Loan in Dollars (together with any conversion in clause (i)(A), a “Term SOFR Conversion Date”); (iii) any Term RFR Loan in Dollars, on any Business Day, to convert such Term RFR Loan to a Daily Simple RFR Loan in Dollars (together with any conversion in clause (i)(B), a “Daily Simple SOFR Conversion Date”); and (iv) any RFR Loan in Dollars on any Business Day (a “Reference Rate Conversion Date”), to convert such RFR Loan to a Reference Rate Loan; provided that the applicable Borrower shall, on such Conversion Date, make the

payments required by Section 2.11 hereof, if any; in either case, by giving the Administrative Agent written notice (which notice may be via fax, electronic mail, or by telephone, if confirmed in writing promptly thereafter) substantially in the form of Exhibit L hereto (a “Conversion Notice”) of such selection no later than (x) 2:00 p.m. (New York time) at least three (3) Business Days prior to such Term SOFR Conversion Date, (y) 2:00 p.m. (New York time) at least one (1) Business Day prior to such Daily Simple SOFR Conversion Date or (z) on such Reference Rate Conversion Date. Each Conversion Notice shall be irrevocable and effective upon notification thereof to the Administrative Agent.

Section 2.06.         Notes; Payment of Obligations.

(a)        Notes. The Loans to be made by the Lenders to the Borrowers hereunder, if so requested by any Lender, shall be evidenced by promissory notes of applicable Borrower. Each Note shall be: (i) payable to the Lenders or their registered assigns at the principal office of the Administrative Agent; (ii) bear interest in accordance with Section 2.05(a); (iii) in the form of Exhibit A hereto (with blanks appropriately completed in conformity herewith); and (iv) made by the applicable Borrower.

(b)          Maturity. The principal amount (including PIK Interest) of the Loans outstanding, together with any accrued interest thereon, and all accrued fees and other amounts due and payable hereunder, shall be due and payable on the Maturity Date, and the Borrowers hereby unconditionally promise to pay to the Administrative Agent for the account of each Lender any such outstanding amounts due on the Maturity Date (or such earlier date on which the Loans become due and payable).

(c)          Payments Generally. The Borrowers shall make each payment required under the Loan Documents to the Administrative Agent, for the account of the Lenders to which such payment is owed, and such payment shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff by the Borrowers, in Dollars or, with respect to Borrowings and any accrued interest thereon, in the same currency in which the relevant amount was remitted and in Same Day Funds not later than 4:00 p.m. (New York City time) on the date specified herein. Funds received after 4:00 p.m. (New York City time) shall be treated for all purposes as having been received by the Administrative Agent on the next Business Day following receipt of such funds and any applicable interest or fees shall continue to accrue. Each Lender shall be entitled to receive its Pro Rata Share (or other applicable share as provided herein) of each payment received by the Administrative Agent hereunder for the account of Lenders on the Obligations. Each payment received by the Administrative Agent hereunder for the account of a Lender shall be promptly distributed by the Administrative Agent to such Lender’s lending office. If any payment to be made by the Borrowers shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(d)          Payments by Borrowers; Presumptions by the Administrative Agent. Unless the Administrative Agent shall have received notice from Borrower Representative prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if Borrowers have not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, in Same Day Funds 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 Eurocurrency Rate, Daily Simple RFR or Term RFR, as the case may be plus the Applicable Margin. A notice of the Administrative Agent to any Borrower with respect to any amount owing under this clause (d) shall be conclusive, absent manifest error.

Section 2.07.         Prepayments.

(a)          Voluntary Prepayments. The Borrowers may, at any time or from time to time, without premium or penalty, with prior written notice to the Administrative Agent, which such notice must be received by the Administrative Agent not later than 2:00 p.m.: (i) three (3) Business Days prior to the requested date with respect to any Eurocurrency Rate Loans; (ii) three (3) Business Days prior to the requested date with respect to any Term RFR Loans or Daily Simple RFR Loans (other than in Dollars); (iii) two (2) Business Days prior to the requested date with respect to any Term RFR Loans or Daily Simple RFR Loans in Dollars and (iv) on the requested date with respect to any Reference Rate Loans if such date is a Business Day, prepay the principal of the Obligations then outstanding, in whole or in part, at any time or from time to time; provided that if any Borrower shall prepay the principal of any Eurocurrency Rate Loan or Term RFR Loan on any date other than the last day of the applicable Interest Period applicable thereto, such Borrower shall make the payments required by Section 2.11 hereof. Each such notice shall specify the date (which shall be a Business Day) and amount of such prepayment and the type(s) of Loans and the relevant Allocated Loan Amounts to apply such prepayment to be prepaid. Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. Any such voluntary prepayment received after the close of business in New York City on the date specified in such notice shall be treated for all purposes as having been received by the Administrative Agent on the first Business Day next following receipt of such amount.

(b)          Mandatory Prepayments.

(i)        Excess Loans Outstanding. If, on any day, the Dollar Equivalent of the Principal Obligations exceeds the Maximum Commitment (including, without limitation, as a result of a change in the Spot Rate as of any Revaluation Date) (each, an “Excess Prepayment Event”), then the applicable Borrower shall pay such excess (the “Excess Prepayment Amount”) to the Administrative Agent, for the benefit of the Finance Parties, in immediately available funds, no later than two (2) Business Days following the earlier of the Borrowers’ knowledge thereof and written notice from the Administrative Agent of the occurrence of such Excess Prepayment Event.

(ii)          Asset Coverage Ratio. If, in the most recently delivered Compliance Certificate, the Asset Coverage Ratio is less than the Minimum Asset Coverage Ratio, within sixty (60) calendar days of the date of occurrence of such Asset Coverage Ratio breach, Borrowers shall: (x) repay all or a portion of the principal amount of the Loans then outstanding in an aggregate amount sufficient to cause the Asset Coverage Ratio (after giving effect to such repayment) to be greater than or equal to the Maintenance Asset Coverage Ratio, and/or (y) provide to the Administrative Agent a plan of action (a “Required Asset Coverage Plan”) sufficient to increase the Asset Coverage Ratio to be not less than the Maintenance Asset Coverage Ratio within one-hundred and eighty (180) calendar days of the date of occurrence of such Asset Coverage Ratio breach (or such longer period as the Administrative Agent and the Required Lenders may consent in their sole discretion).  Any such Required Asset Coverage Plan shall be subject to the approval of the Required Lenders, in their reasonable discretion; provided that if no such plan shall have been provided or approved in accordance with the foregoing, all outstanding Obligations shall become immediately due and owing. The Borrowers shall diligently pursue any Required Asset Coverage Plan in good faith and shall keep the Administrative Agent informed of the status of any such Required Asset Coverage Plan.  The Borrowers shall use any proceeds received in connection with such Required Asset Coverage Plan to repay all or a portion of the principal amount of the Loans then outstanding until the Asset Coverage Ratio (after giving effect to such repayment) is greater than or equal to the Maintenance Asset Coverage Ratio.

(iii)        Percival Security Condition Failure. Borrowers shall prepay any and all outstanding Loans no later than two (2) Business Days following the Percival Security Condition Deadline if the Percival Security Condition has not been satisfied (such failure of the Percival Security Condition, aa “Percival Security Condition Failure”). For the avoidance of doubt, Borrowers will not be permitted to borrow any Loans following a Percival Security Condition Failure until the Percival Security Condition has been satisfied.

(iv)        Account Condition Failure. Borrowers shall prepay any and all outstanding Loans no later than two (2) Business Days (or such longer period as the Administrative Agent may consent in its sole discretion) following the Account Condition Deadline if the Account Condition has not been satisfied (such failure of the Account Condition, an “Account Condition Failure”). For the avoidance of doubt, Borrowers will not be permitted to borrow any Loans following an Account Condition Failure until the Account Condition has been satisfied.

(c)          Asset Proceeds.

(i)            If the Asset Coverage Ratio stated in the most recently delivered Compliance Certificate (after giving pro forma effect to the transaction giving rise to such receipt of Asset Proceeds) is less than or equal to the Maintenance Asset Coverage Ratio, then, within five (5) Business Days of receipt by each Borrower of Asset Proceeds, the Borrowers shall apply such Asset Proceeds in prepayment of the outstanding Facility as directed by the Borrowers in an amount equal to the lower of:

(A)       one hundred percent (100%) of Asset Proceeds, together with any funds available in the Borrower Collateral Accounts; and

(B)          such amount (after prepayment but deducting (to the extent included in the calculation of the Asset Coverage Ratio) any Asset Proceeds to the extent those will, following such prepayment, be available for distribution), together with any funds available in the Borrower Collateral Accounts, that results in the Asset Coverage Ratio being increased to the Maintenance Asset Coverage Ratio (or, at the discretion of the Borrower Representative, greater than the Maintenance Asset Coverage Ratio).

(ii)           Notwithstanding anything to the contrary in this Agreement, any obligation to apply any Asset Proceeds in prepayment of the Facility in accordance with this Section 2.07(c) shall only apply to the extent that there are Asset Proceeds available to the Borrowers to be so applied taking into account any cash payment of interest made or to be made on the next interest payment date.

(iii)          The Borrower Representative shall promptly notify the Administrative Agent and the Collateral Agent upon any Borrower receiving any Asset Proceeds, to the extent such Asset Proceeds would, if received by such Borrower, be required to be applied (in whole or in part) in prepayment of the Facilities pursuant to paragraph (i) above.

(iv)          Any Asset Proceeds not required to be applied in prepayment of the Facility in accordance with this Section 2.07(c) shall be deposited into a Borrower Collateral Account in accordance with Section 5.01 and subject to the terms thereof.

(v)          Application of Prepayments. Any Asset Proceeds applied in prepayment of the Facility shall be applied in the following priorities:

(A)          first, to pay all accrued and outstanding fees and costs, expenses and indemnities of the Collateral Agent;

(B)          second, to pay all accrued and outstanding fees and costs and expenses of the Administrative Agent;

(C)        third, to pay all accrued and unpaid interest and fees on the Obligations (in each case, for the avoidance of doubt, excluding any PIK Interest) which interest repayment shall be applied to the Allocated Loan Amount of each Borrower on a pro rata basis in accordance with the outstanding Allocated Loan Amount;

(D)          fourth, to pay all unpaid outstanding principal and other amounts of the Obligations (including PIK Interest), which principal repayment shall be applied to the Allocated Loan Amount of each Borrower on a pro rata basis in accordance with the outstanding Allocated Loan Amount; and

(E)          fifth, to pay the remainder, if any, to Borrowers, subject to compliance with Sections 7.04 and 7.08.

(d)       Review Event.  Following the occurrence of a Review Event, the Borrowers shall promptly negotiate in good faith with the Administrative Agent regarding a resolution to such Review Event and/or the consequences of such Review Event, and the Borrowers and the Administrative Agent (at the instruction of the Required Lenders) shall, if agreed, enter into a written plan (a “Review Event Cure Plan”) outlining such resolution. The Borrowers shall diligently pursue any such Review Event Cure Plan in good faith and shall keep the Administrative Agent informed of the status of any such Required Asset Coverage Plan. In the event that no Review Event Cure Plan shall have been agreed within one-hundred twenty (120) days of occurrence thereof (which date may be extended by the Administrative Agent and the Required Lenders, in their sole discretion) (the “Review Event Period”), the Administrative Agent, if instructed by the Required Lenders, shall notify the Borrowers that all outstanding Obligations shall be repaid no later than (10) Business Days following the date of such notice.

(e)          Excess Letters of Credit Outstanding. If, on any day, either (i) the Letter of Credit Liability exceeds the Letter of Credit Sublimit or (ii) if any excess amount calculated pursuant to Section 2.07(b)(i) hereof is attributable to undrawn Letters of Credit, the applicable Borrower shall pay such excess amount to the Administrative Agent for the account of the Letter of Credit Issuer in the applicable Currency (unless otherwise agreed by the Letter of Credit Issuer in writing), when required pursuant to the terms of Section 2.07(b)(i) hereof for deposit into a segregated interest-bearing cash collateral account, as security for such portion of the Obligations of such Borrower. Unless otherwise required by law, amounts held as such cash collateral shall be required to be returned by the Administrative Agent to the applicable Borrower in respect of excess calculated pursuant to Section 2.07(b)(i), upon the earlier to occur of: (i) a change in circumstances such that the Dollar Equivalent of the Principal Obligations no longer exceeds the Maximum Commitment, the Letter of Credit Liability no longer exceeds the Letter of Credit Sublimit (so long as no Event of Default has occurred and is continuing) or (ii) the full and final payment of the Obligations (other than contingent indemnity obligations for which no claim has been made).

Section 2.08.        Termination or Reduction of Commitments.

(a)        Mandatory. The aggregate Commitments shall be automatically and permanently reduced to zero (0) on the expiration of the Availability Period.