Excelerate Energy, Inc. (Form: 8-K, Received: 04/18/2022 16:07:33)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 12, 2022

Excelerate Energy, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-41352	87-2878691
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

	2445 Technology Forest Blvd., Level 6 The Woodlands, TX 77381 (Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (832) 813-7100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange
on which registered

Class A common stock,

par value $0.001 per share

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On April 18, 2022, Excelerate Energy, Inc. (the “Company”) closed its initial public offering (“IPO”) of 18,400,000 shares of the Company’s Class A common stock, $0.001 par value per share (the “Class A Common Stock”), at an offering price of $24.00 per share, pursuant to the Company’s registration statement on Form S-1 (File No. 333-262065) (as amended, the “Registration Statement”). In connection with the closing of the IPO, the Company entered into the following agreements previously filed as exhibits to the Registration Statement:

	●	a Securities Purchase Agreement, dated as of April 8, 2022 (the “Securities Purchase Agreement”), by and between Maya Maritime LLC (“Maya”) and Excelerate Energy Limited Partnership (“EELP”), a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference;
	●	a Registration Rights Agreement, dated as of April 18, 2022, by and among the Company, Excelerate Energy Holdings, LLC (“Holdings”) and Maya, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference;
	●	a Stockholder’s Agreement, dated as of April 18, 2022, by and among the Company, EELP and Holdings, a copy of which is filed as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated herein by reference;
	●	an Amended and Restated Limited Partnership Agreement of EELP, dated as of April 14, 2022, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference;
	●	a Tax Receivable Agreement, dated as of April 12, 2022, by and among the Company, EELP, Maya and Holdings, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference; and
	●	a Senior Secured Revolving Credit Agreement, dated as of April 18, 2022 (the "Revolving Credit Agreement"), by and among EELP, as borrower, the Company, as parent, the lenders party thereto, the issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.

The terms of these agreements are substantially the same as the terms set forth in the forms of such agreements filed as exhibits to the Registration Statement and as described therein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 regarding the Revolving Credit Agreement is incorporated by reference into this Item 2.03 insofar as it relates to the creation of a direct financial obligation.

Item 3.02. Unregistered Sales of Equity Securities.

In connection with the closing of the IPO, the Company issued: (1) 7,854,167 shares of Class A Common Stock to Maya and other consideration described in the Securities Purchase Agreement in exchange for all of the issued and outstanding membership interests in Excelsior LLC, a Marshall Islands limited liability company, and FSRU Vessel (Excellence), LLC (f/k/a Excellence, LLC), a Marshall Islands limited liability company; and (2) 82,021,389 shares of the Company’s Class B common stock, $0.001 par value per share (the “Class B Common Stock”), to Holdings. The shares of Class A Common Stock and Class B Common Stock were issued in reliance on the exemption contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

Future issuances of shares of Class A Common Stock, up to 82,021,389 shares, subject to adjustment for stock splits, stock dividends, reclassifications or similar transactions, in exchange for Class A limited partnership interests of EELP, along with the cancellation of an equal number of shares of Class B Common Stock, will be issued in reliance upon the exemptions set forth in Sections 3(a)(9) and 4(a)(2) of the Securities Act.

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in Item 5.03 below is incorporated by reference into this Item 3.03.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Composition of the Board

On April 12, 2022, in connection with the effectiveness of the Registration Statement, Carolyn J. Burke, Paul T. Hanrahan, Henry G. Kleemeier, Don P. Millican and Robert A. Waldo joined the Board of Directors of the Company (the “Board”). Mr. Steven M. Kobos was already serving as a director of the Company. In addition, Mr. Millican was appointed as Chairperson of the Board. Ms. Burke and Mr. Hanrahan qualify as “independent directors” for purposes of serving on the Board and its committees under the applicable rules, including heightened independence requirements applicable to Audit Committee members. The directors have been appointed to the Audit, Compensation and Nominating and Corporate Governance Committees of the Board as follows:

Name	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
Carolyn J. Burke	X	X (Chair)
Paul T. Hanrahan	X		X (Chair)
Henry G. Kleemeier		X	X
Steven M. Kobos
Don P. Millican	X (Chair)
Robert A. Waldo		X	X

Each independent director will participate in the Company’s standard compensation program for independent directors, as determined by the Board from time to time and described in the Registration Statement in the section captioned “Director Compensation,” which section is incorporated by reference herein. In addition, each director has entered into standard indemnification agreements with the Company, which provide for the standard indemnification and advancement of expenses to the fullest extent permitted by law consistent with the Company’s Amended and Restated Bylaws (as defined below). The description of the indemnification agreements is intended to provide a general description only, is subject to the detailed terms and conditions of and is qualified in its entirety by reference to the full text of the form of indemnification agreement, which was previously filed as Exhibit 10.3 to the Registration Statement dated January 21, 2022 and is incorporated herein by reference.

Excelerate Energy, Inc. Long-Term Incentive Plan and Awards Thereunder

The Company has adopted the Excelerate Energy, Inc. Long-Term Incentive Plan (the “LTI Plan”) to promote and closely align the interests of the Company’s employees, officers, non-employee directors and other service providers and its stockholders by providing stock-based compensation and other performance-based compensation. The LTI Plan allows for the grant of: stock options, both incentive stock options and “non-qualified” stock options; stock appreciation rights (SARs), alone or in conjunction with other awards; restricted stock and restricted stock units (RSUs); incentive bonuses, which may be paid in cash, stock or a combination thereof; and other stock-based awards. Subject to adjustment in the event of certain transactions or changes of capitalization in accordance with the LTI Plan, 10,750,000 shares of Class A Common Stock may be issued under the LTI Plan. The share pool will be increased on January 1st of each calendar year beginning in 2023 by a number of shares equal to 4% of the outstanding shares of Class A Common Stock on the preceding December 31st. The LTI Plan is administered by the Compensation Committee or such other committee designated by the Board to administer the LTI Plan.

On April 13, 2022, the Board approved the following grants of stock options under the LTI Plan, which stock options each have an exercise price of $24.00 per share and vest ratably over five years from the date of grant:

●

Steven M. Kobos (President and Chief Executive Officer) – 88,889 stock options;

●

Dana A. Armstrong (Executive Vice President and Chief Financial Officer) – 20,000 stock options;

●

Daniel H. Bustos (Executive Vice President and Chief Commercial Officer) – 19,556 stock options; and

●

Alisa Newman Hood (Executive Vice President, General Counsel and Secretary) – 8,889 stock options.

The description of the foregoing is qualified in its entirety by reference to the complete terms and conditions of the LTI Plan, which is filed as Exhibit 10.5 to this Current Report on Form 8-K and is incorporated herein by reference.

Excelerate Energy, Inc. Severance Plans

On April 13, 2022, the Board adopted the Excelerate Energy, Inc. Executive Severance Plan and the Excelerate Energy, Inc. Change in Control Severance Plan, each of which provide for certain payments and benefits to the Company’s executive officers in the event of a termination of employment both outside the context in a change in control and within 24 months following a change in control of the Company. Each of the Company’s executive officers participates in each of these plans. The plans provide that upon a termination of employment by the Company other than for cause, death or disability, a participant will be entitled to receive the following payments and benefits, subject to the execution and delivery of a separation agreement containing, among other provisions, an effective release of claims in favor of the Company:

●

a lump sum cash severance payment equal to a specified multiple of the executive’s base salary and target executive officer’s bonus amount (under the executive severance plan, this is 2.0X for Mr. Kobos, 1.5X for the other executive officers other than the Controller and Chief Accounting Officer and 1.0X for the Controller and Chief Accounting Officer, and under the change in control severance plan, this increases to 2.99X, 2.0X, and 1.5X, respectively);

●

a pro rata target annual bonus payment for the year of termination;

●

continued coverage (or a cash payment in lieu of such continued coverage) for the participant and his or her covered eligible dependents to continue medical, dental and vision coverage for 24 months for Mr. Kobos, 18 months for the other executive officers other than the Controller and Chief Accounting Officer and 12 months for the Controller and Chief Accounting Officer (increasing to 30 months, 24 months, and 18 months, respectively, under the change in control severance plan); and

●

certain outplacement services.

The description of the foregoing is qualified in its entirety by reference to the complete terms and conditions of the Excelerate Energy, Inc. Executive Severance Plan and the Excelerate Energy, Inc. Change in Control Severance Plan, which are filed as Exhibits 10.6 and 10.7, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the closing of the IPO, the Company amended and restated its Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) and amended and restated its Bylaws (the “Amended and Restated Bylaws”). The Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on April 13, 2022 and became effective on April 18, 2022, and the Amended and Restated Bylaws became effective upon the Amended and Restated Certificate of Incorporation becoming effective. A description of the material terms of each can be found in the section of the Registration Statement entitled “Description of Capital Stock” and is incorporated herein by reference. The descriptions of the foregoing are qualified in their entirety by reference to the complete terms and conditions of the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, which are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description

2.1		Securities Purchase Agreement, dated as of April 8, 2022, by and between Maya Maritime LLC and Excelerate Energy Limited Partnership
3.1		Amended and Restated Certificate of Incorporation of Excelerate Energy, Inc.
3.2		Amended and Restated Bylaws of Excelerate Energy, Inc.
4.1		Registration Rights Agreement, dated as of April 18, 2022, by and among Excelerate Energy, Inc., Excelerate Energy Holdings, LLC and Maya Maritime LLC
4.2		Stockholder’s Agreement, dated as of April 18, 2022, by and among Excelerate Energy, Inc., Excelerate Energy Limited Partnership and Excelerate Energy Holdings, LLC
10.1		Amended and Restated Limited Partnership Agreement of Excelerate Energy Limited Partnership, dated as of April 14, 2022
10.2		Tax Receivable Agreement, dated as of April 12, 2022, by and among Excelerate Energy, Inc., Excelerate Energy Limited Partnership, Maya Maritime LLC and Excelerate Energy Holdings, LLC
10.3		Senior Secured Revolving Credit Agreement, dated as of April 18, 2022, by and among Excelerate Energy Limited Partnership, as Borrower, Excelerate Energy, Inc., as Parent, the lenders party thereto, the issuing banks party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent
10.4		Form of Indemnification Agreement entered into with Directors and Officers (incorporated by reference to Exhibit 10.3 of Excelerate Energy, Inc.’s Registration Statement on Form S-1/A, filed on January 21, 2022)
10.5		Excelerate Energy, Inc. Long-Term Incentive Plan
10.6		Excelerate Energy, Inc. Executive Severance Plan
10.7		Excelerate Energy, Inc. Change in Control Severance Plan

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	Excelerate Energy, Inc.

Date: April 18, 2022	By:	/s/ Steven Kobos
	Name: Steven Kobos
	Title: President and Chief Executive Officer

Exhibit 2.1

SECURITIES PURCHASE AGREEMENT

BY AND BETWEEN

MAYA MARITIME, LLC

and

EXCELERATE ENERGY LIMTED PARTNERSHIP

April 8, 2022

TABLE OF CONTENTS

Contents

TABLE OF CONTENTS	i
ARTICLE I	1
Section 1.01 *Definitions*	1
Section 1.02 *Construction*	4
ARTICLE II	4
Section 2.01 *Purchase and Sal*	4
Section 2.02 *Purchase Price*	5
Section 2.03 *Closing*	5
Section 2.04 *Deliveries at Closing*	5
Section 2.05 *Withholding*	6
ARTICLE III	7
Section 3.01 *Seller’s Representations and Warranties*	7
Section 3.02 *Buyer’s Representations and Warranties*	10
ARTICLE IV	11
Section 4.01 *General*	11
Section 4.02 *Litigation Support*	11
Section 4.03 *Unpaid Operating Expenses*	11
Section 4.04 *Hire Payments*	11
Section 4.05 *Confidentiality*	12
ARTICLE V	12
Section 5.01 *Conditions to the Obligations of the Parties*	12
Section 5.02 *Termination*	13
ARTICLE VI	13
Section 6.01 *No Third-Party Beneficiaries*	13
Section 6.02 *Tax Matters*	13
Section 6.03 *Entire Agreement*	14
Section 6.04 *Succession and Assignment*	14
Section 6.05 *Specific Performance*	14
Section 6.06 *Counterparts*	14
Section 6.07 *Headings*	14
Section 6.08 *Notices*	14
Section 6.09 *Governing Law*	15
Section 6.10 *Waiver of Jury Trial*	15
Section 6.11 *Consent to Jurisdiction; Venue*	15
Section 6.12 *Amendments; Waiver*	15
Section 6.13 *Severability*	16
Section 6.14 *Expenses*	16
Section 6.15 *Incorporation of Exhibits and Schedules*	16

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”), dated April 8, 2022 (the “Effective Date”), is made by and between Maya Maritime, LLC, a Marshall Islands limited liability company (“Seller”), and Excelerate Energy Limited Partnership, a Delaware limited partnership (“Buyer”). Buyer and Seller are also referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS:

WHEREAS, as of the date hereof and as of immediately prior to the consummation of the transactions contemplated by this Agreement (the “Transactions”), Seller owns 100% of the issued and outstanding membership interests, including all voting and management rights (collectively, the “Interests”), in each of (a) Excelsior, LLC, a Marshall Islands limited liability company (“Excelsior”), and (b) FSRU Vessel (Excellence), LLC (f/k/a Excellence, LLC), a Marshall Islands limited liability company (“Excellence” and collectively with Excelsior, the “Acquired Companies” and each, an “Acquired Company”);

WHEREAS, Buyer is the disponent owner of the Vessels and responsible for the operation of the Vessels;

WHEREAS, Seller desires to sell, and Buyer desires to purchase, the Interests of each Acquired Company on the terms and subject to the conditions set forth herein; and

WHEREAS, after completion of the transactions contemplated in this Agreement, Buyer shall own 100% of the Interests in each Acquired Company and Seller shall have no further equity interest in either Acquired Company.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND CONSTRUCTION

Section 1.01 Definitions.

“Acquired Company” and “Acquired Companies” have the meanings set forth in the preface.

“Agreement” has the meaning set forth in the preface.

“Assignment and Assumption Agreement” has the meaning set forth in Section 2.04(a)(i).

“Business Day” means a day of the year on which banks are not required or authorized to close in Houston, Texas.

“Buyer” has the meaning set forth in the preface.

“Cash” means, as of the close of business on the Closing Date (but before taking into account the consummation of the transactions contemplated hereby), all cash, all cash equivalents, restricted cash (including all cash posted to support letters of credit, performance bonds or other similar obligations), marketable securities and deposits with third parties of the Acquired Companies. For the avoidance of doubt, Cash will be calculated net of issued but uncleared checks and drafts and will include checks, other wire transfers and drafts deposited or available for deposit for the account of any Acquired Company.

“Cash Consideration” has the meaning set forth in Section 2.02(a)(i).

“Class A Issuance Price” means the initial public offering price of the Class A Shares issued in EE Inc.’s initial public offering.

“Class A Shares” means the Class A common stock, par value $0.001 per share of EE, Inc.

“Closing” has the meaning set forth in Section 2.03.

“Closing Date” has the meaning set forth in Section 2.03.

“EE, Inc.” means Excelerate Energy, Inc.

“EE Inc. IPO” means EE Inc.’s initial public offering of Class A common stock, which offering is expected to close on or about the Closing Date.

“Effective Date” has the meaning set forth in the preface.

“Excellence” has the meaning set forth in the Recitals.

“Excellence Charter” has the meaning set forth in Section 4.04.

“Excellence Indemnity” has the meaning set forth in Section 2.04(a)(iii).

“Excelsior” has the meaning set forth in the Recitals.

“Excelsior Charter” has the meaning set forth in Section 4.04.

“Final Hire Payments” has the meaning set forth in Section 4.04.

“GAAP” means prepared in accordance with United States generally accepted accounting principles.

“Governmental Entity” means any national, federal, state, provincial, regional, territorial or local government or political subdivision thereof; any administrative, regulatory, executive, legislative or judicial body or authority; any international body, authority, organization or association; any ministry, department, court, commission, committee, bureau, board, agency, or instrumentality or similar entity of any of the foregoing, and any arbitrator or arbitral panel.

“Indebtedness” means the principal amount, plus any related accrued and unpaid interest, fees and prepayment premiums or penalties, of (a) all indebtedness for borrowed money of the Acquired Companies owed under a credit facility or evidenced by any note, debenture or other debt security and (b) all obligations of the Acquired Companies owed under any capital leases.

“Interests” has the meaning set forth in the Recitals.

“Kaiser” has the meaning set forth in Section 2.04(a)(iii).

“Knowledge” means actual knowledge after due investigation.

“Law” or “Laws” means any applicable statute, law, rule, regulation, ordinance, order, code, judgment, ruling, writ, plan, injunction, permit, charge, decree, treaty, notice requirement, court decision, agency guideline, criteria, standard or direction, principle of law or other official act of or by any Governmental Entity as each of the foregoing are issued or enacted and in effect on or prior to the Closing Date.

“Lien” means any mortgage, pledge, lien, charge, security interest, or encumbrances of any nature.

“Material Adverse Effect” means any event, occurrence, fact, condition or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to (a) the business, results of operations, condition (financial or otherwise) or assets of the Acquired Companies, or (b) the ability of Seller to consummate the transactions contemplated hereby on a timely basis; provided, however, that “Material Adverse Effect” shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (i) general economic or political conditions; (ii) conditions generally affecting the industries in which the Acquired Companies operate; (iii) any changes in financial or securities markets in general; (iv) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; (v) any action required or permitted by this Agreement; (vi) any changes in applicable Laws or accounting rules, including GAAP; or (vii) the public announcement, pendency or completion of the transactions contemplated by this Agreement; provided further, however, that any event, occurrence, fact, condition or change referred to in clauses (i) through (iv) immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred or could reasonably be expected to occur to the extent that such event, occurrence, fact, condition or change has a disproportionate effect on the Acquired Companies compared to other participants in the industries in which the Acquired Companies conduct their businesses.

“Operating Expenses” means the expenses of operating the Acquired Companies, including expenses related to operation of the Vessels, that are payable by each Acquired Company.

“Organizational Documents” means, with respect to Seller, Buyer or the Acquired Companies, the certificate of formation, limited liability company agreement, or similar organizational document or agreement, as applicable, of such entity.

“Party” or “Parties” has the meaning set forth in the preface.

“Permitted Liens” means (i) restrictions on the right to sell or otherwise dispose of any interest imposed by applicable securities laws and (ii) Liens for current Taxes and assessments not yet due and Liens for Taxes being contested in good faith by appropriate proceedings for which appropriate reserves have been established in accordance with GAAP.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, any other business entity or a Governmental Entity.

“Purchase Price” has the meaning set forth in Section 2.02.

“Release” has the meaning set forth in Section 2.04(a)(iv).

“Securities Act” means the United States Securities Act of 1933, as amended.

“Seller” has the meaning set forth in the preface.

“Stock Consideration” has the meaning set forth in Section 2.02(a)(ii).

“Tax” or “Taxes” means any federal, state, local, or non-United States income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, tonnage, sales, use, transfer, registration, value added, alternative or add-on minimum, or estimated tax, including any interest, penalty, or addition thereto, whether disputed or not.

“Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“TRA Consideration” has the meaning set forth in Section 2.02(a)(iii).

“Transaction Documents” means this Agreement and all other documents referenced herein.

“Transactions” has the meaning set forth in the Recitals.

“Transfer Taxes” means sales, use, value added, goods and services, documentary, transfer, stamp, stock transfer, real property transfer or gains or similar Taxes imposed by any Governmental Entity as a result of, or payable or collectible or incurred in connection with, the transactions contemplated by this Agreement.

“Unpaid Operating Expense” has the meaning set forth in Section 4.03.

“Vessel” means the FSRU vessels Excellence and Excelsior owned by Excellence and Excelsior, respectively.

Section 1.02 Construction. As used in this Agreement and except where the context clearly requires otherwise, (a) words in the singular include the plural and words in the plural include the singular, (b) words in any gender include all genders, (c) all references to schedules or exhibits refer to schedules or exhibits delivered herewith or attached hereto (each of which is deemed to be a part of this Agreement), (d) all references to Sections or articles refer to Sections or articles of this Agreement, (e) any reference to any statute, agreement or instrument in this Agreement shall be a reference to the same as amended, supplemented or re-enacted from time to time, except with respect to any such reference contained in Article III in which case such reference shall be to the statutes, agreements or instruments as in effect on the date or dates specified in the first sentence of such Article III, (f) the word “or” is not exclusive, and the word “including” (in its various forms) means “including without limitation”, (g) the terms “herein”, “hereunder”, “hereby”, “hereto” and terms of similar import refer to this Agreement in its entirety, and not to any particular article, Section, paragraph or subparagraph, and (h) all amounts shown are in United States dollars unless otherwise indicated.

ARTICLE II

PURCHASE AND SALE OF THE INTERESTS

Section 2.01 Purchase and Sale. On and subject to the terms and conditions of this Agreement, at Closing, Seller shall sell, transfer, assign, convey, and deliver to Buyer, and Buyer shall acquire and accept conveyance from Seller, all of Seller’s right, title, and interest in and to the Interests, free and clear of all Liens, other than Permitted Liens, for the consideration specified below in this ARTICLE II.

Section 2.02 Purchase Price. As consideration for the sale of the Interests to Buyer, at Closing Buyer shall deliver, cause to be delivered, or be deemed to have delivered to Seller aggregate consideration in the amount of $253,600,000 (collectively, the “Purchase Price”), paid, or deemed paid, as follows:

(a)

Purchase Price:

(i)

Cash in the amount of $50,000,000 (which shall be allocated $25,000,000 to each of the Excelsior Interests and the Excellence Interests) (the “Cash Consideration”); plus

(ii)

that number of Class A Shares equal to $188,500,000 divided by the Class A Issuance Price (which shall be allocated $78,600,000 to the Excelsior Interests and $109,900,000 to the Excellence Interests) (the “Stock Consideration”); plus

(iii)

in respect of the Excelsior Interests, $15,100,000 deemed value for future payments under the Tax Receivables Agreement (the “TRA Consideration”).

(b)

The Purchase Price will be paid, caused to be paid or deemed paid in the case of the TRA Consideration, from Buyer to Seller at Closing, using proceeds in the form of cash and Class A Shares received by Buyer from EE Inc. in connection with the closing of the IPO.

(c)

The number of Class A Shares payable as Stock Consideration will be rounded up or down, as appropriate to the nearest whole number to eliminate fractional shares, and any eliminated or added fractional share shall be added to or deducted from the Cash Consideration, respectively, based on the Class A Issuance Price.

Section 2.03 Closing. Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated herein (the “Closing”) shall take place remotely via the electronic exchange of appropriate documentation as promptly as practicable after the satisfaction or, to the extent permissible, waiver of all the conditions set forth in Section 5.01 (other than conditions that by their terms or nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of such conditions at the Closing), or on such other date as is mutually agreeable to the Buyer and Seller. The date on which the Closing actually occurs is referred to herein as the “Closing Date”. The Closing will be deemed to be effective as of 11:59 p.m. Central Time on the Closing Date.

Section 2.04 Deliveries at Closing.

(a)

Seller’s Deliveries: At Closing, Seller shall deliver, or cause to be delivered to Buyer:

(i) an Assignment and Assumption of Interests, duly executed by Seller, in such form as may be mutually agreed between the Parties (the “Assignment and Assumption Agreement”) evidencing the assignment by Seller to Buyer of the Interests of the Acquired Companies;

(ii) a properly completed IRS Form W-9 or appropriate IRS Form W-8, as applicable, duly executed by Seller and any applicable state Tax withholding affidavits reasonably requested by Buyer;

(iii) an indemnity agreement in such form as may be mutually agreed between the Parties (the “Excellence Indemnity”), duly executed by George B. Kaiser (“Kaiser”);

(iv) a release and waiver in such form as may be mutually agreed between the Parties (the “Release”), of that certain Replacement Deed of Guarantee of Charterer Guarantor dated December 19, 2016 issued by Kaiser in respect of all payment and performance obligations owed by EELP to Excellence, as successor in interest to Maya Maritime NV as owner of the vessel Excellence;

(v) duly adopted binding resolutions (which have not been revoked or suspended) of Seller authorizing the entry, execution, delivery and performance, as applicable, of this Agreement, the other Transaction Documents and the Transactions;

(vi) an opinion of counsel for Seller dated as of the Closing, in such form as may be mutually agreed between the Parties; and

(vii) such other agreements, documents, certificates, and instruments required to be delivered to Buyer at or before Closing pursuant to this Agreement and such other agreements, documents, certificates and instruments as Buyer may reasonably request to effectuate the Transactions.

(b)

Buyer’s Deliveries: At Closing, Buyer shall deliver, or cause to be delivered to Seller:

(i) Class A Shares constituting the Stock Consideration;

(ii) The Cash Consideration, by wire transfer of immediately available funds to the account specified in writing by Seller to Buyer prior to Closing;

(iii) counterpart copies of the Assignment and Assumption Agreement duly executed by Buyer;

(iv) the Excellence Indemnity duly executed by Buyer;

(v) duly executed and legally binding resolutions of Buyer authorizing the entry, execution, delivery and performance, as applicable, of this Agreement, the other Transaction Documents and the Transactions;

(vi) an opinion of counsel for Buyer dated as of the Closing, in such form as may be mutually agreed between the Parties; and

(vii) such other agreements, documents, certificates, and instruments required to be delivered to Seller at or before Closing pursuant to this Agreement and such other agreements, documents, certificates and instruments as Seller may reasonably request to effectuate the Transactions.

Section 2.05 Withholding. Buyer shall be entitled to deduct and withhold from any amount otherwise payable with respect to this Agreement such amounts as may be required to be deducted or withheld therefrom or with respect thereto under applicable Law. To the extent that any amounts are so deducted or withheld, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made.

ARTICLE III

REPRESENTATIONS AND WARRANTIES CONCERNING TRANSACTION

Section 3.01 Seller’s Representations and Warranties. Seller represents and warrants to Buyer that the statements contained in this Section 3.01 are true, correct and complete with respect to such Seller and each Acquired Company as of the Effective Date and as of the Closing Date.

(a)

Organization and Qualification. Seller and each Acquired Company is a Marshall Islands limited liability company duly organized, validly existing, and in good standing under the laws of the Marshall Islands and is duly qualified or registered and in good standing to transact business under the Laws of each jurisdiction where the character of its activities or the location of the properties and assets owned or leased by it requires such qualification or registration, except where the lack of such qualification would not have a Material Adverse Effect on Seller or the Acquired Companies.

(b)

Authorization of Transaction. Seller has full limited liability company power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party, and to perform its obligations hereunder and thereunder. This Agreement and each Transaction Document to which Seller is a party constitute the valid and legally binding obligation of Seller, enforceable against Seller in accordance with their respective terms and conditions, except to the extent enforceability may be affected by bankruptcy, reorganization, insolvency or similar Laws affecting creditors’ rights generally. The execution, delivery and performance of this Agreement, the other Transaction Documents to which Seller is a party, all other agreements contemplated hereby and thereby and the transactions contemplated hereby and thereby have been duly authorized by Seller.

(c)

Governmental Authorization. Neither Seller nor either Acquired Company need give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Entity in order to consummate the transactions contemplated by this Agreement or any other Transaction Document.

(d)

Non-contravention. Neither the execution and delivery of this Agreement, any other Transaction Document to which Seller is a party, nor the consummation of the transactions contemplated hereby or thereby, will (i) to Seller’s Knowledge, violate any Law to which Seller or either Acquired Company is subject, (ii) violate any provision of Seller’s or either Acquired Company’s Organizational Documents, or (iii) conflict with, result in a material breach of, constitute a material default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any material contract to which Seller or either Acquired Company is a party or by which Seller or either Acquired Company is bound or to which any of Seller’s or either Acquired Company’s assets is subject, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, or failure to give notice would not have a material effect on Seller or either Acquired Company.

(e)

Brokers’ Fees. No Person acting on behalf of Seller or either Acquired Company or under the authority of Seller or either Acquired Company is entitled to any broker’s, finder’s, agent’s or similar fee or commission with respect to the transactions contemplated by this Agreement for which Buyer is or could become liable.

(f)

Proceedings. There are no actions, suits, proceedings, hearings or investigations pending or threatened against or affecting Seller or either Acquired Company before or by any Governmental Entity that would (i) question the validity of this Agreement or any of the other Transaction Documents, or (ii) seek to prohibit, enjoin or otherwise challenge or otherwise prevent the consummation of the Agreement or any of the other Transaction Documents. There are no outstanding orders, judgments, injunctions, stipulations, awards or decrees of any Governmental Entity against Seller or any of its assets or properties (including the Acquired Companies) which prohibit or enjoin the consummation of the Agreement or any of the other Transaction Documents. There is no suit, action, proceeding, or investigation presently pending or, to the Knowledge of Seller, threatened against or affecting the Seller or either Acquired Company that has had or could reasonably be expected to result in a Material Adverse Effect with respect to Seller or either Acquired Company or prevent, hinder or materially delay the ability of Seller to consummate the Agreement or any of the other Transaction Documents.

(g)

Acquired Company Interests. The Interests (i) comprise 100% of the authorized, issued and outstanding limited liability company interests of each Acquired Company, (ii) were not issued in violation of any preemptive or similar rights, (iii) have been duly authorized, are validly issued, fully paid, and non-assessable, (iv) were issued in compliance with applicable Laws, (v) were not issued in violation of any agreement, arrangement or commitment to which either Acquired Company is a party, and (vi) are owned of record and beneficially free and clear of all Liens, other than Permitted Liens, by Seller. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require Seller or either Acquired Company to issue, sell, or otherwise cause to become outstanding any of its equity interests.

(h)

Investment. Seller is not acquiring the Class A Shares with a view to or for sale in connection with any distribution thereof within the meaning of the Securities Act. Seller is a knowledgeable investor and acknowledges that it has had access to all information concerning EE Inc., including EE Inc.’s Form S-1 registration statement for EE Inc.’s Class A Shares, that is required to make such investment decision and has had the ability to evaluate all such information. In making the decision to enter into this Agreement and consummate the transactions contemplated hereby, Seller has relied on its own independent due diligence investigation of EE Inc. and has been advised by and has relied solely on its own expertise and professional counsel concerning this transaction, the Class A Shares to be acquired pursuant to this Agreement and the value thereof. Seller is able to bear the economic risk of holding the Class A Shares for an indefinite period (including total loss of its investment), and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its investment in the Class A Shares. Seller is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act.

(i)

Restricted Securities. Seller understands that the Class A Shares have not been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Buyer’s representations as expressed herein. Buyer understands that the Class A Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, Buyer must hold the Class A Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Buyer acknowledges that EE Inc. has no obligation to register or qualify the Class A Shares into which it may be converted, for resale except as set forth in the registration rights agreement to be entered into by and between Seller and EE Inc.

(j)

Legend. The Seller acknowledges that, if certificated, the Class A Shares may contain legends substantially as follows:

THE SECURITIES ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

(k)

Taxes. All Tax Returns required to be filed by or on behalf of the Acquired Companies on or prior to the Closing Date have been timely and properly filed and all such Tax Returns are correct and complete in all material respects. All Taxes due and payable by or with respect to the Acquired Companies, including all installments on account of Taxes for the current year, have been timely paid. Each Acquired Company has duly and timely collected all amounts on account of any sales or transfer Taxes, including goods and services, value added, harmonized sales, and state, local, provincial, or territorial sales Taxes required to be collected by it and has duly and timely remitted such amounts to the appropriate Governmental Entity or has been furnished properly completed exemption certificates. There is no audit, examination, or other administrative or judicial proceeding, deficiency, or proposed adjustment pending, that remains unpaid or that has been threatened in writing, in each case, with respect to any Tax Returns filed or Taxes due and owing by an Acquired Company. There is no lien for Taxes upon the business, assets, or properties of any Acquired Company (except for Permitted Liens) that arose in connection with any failure (or alleged failure) to pay Taxes. Each of the Acquired Companies is, and has been since the date of its formation, classified as an entity disregarded as separate from its owner for U.S. federal income tax purposes.

Section 3.02 Buyer’s Representations and Warranties. Buyer represents and warrants to Seller that the statements contained in this Section 3.02 are true, correct and complete with respect to Buyer as of the Effective Date.

(a)

Organization of Buyer. Buyer is a Delaware limited partnership duly organized, validly existing, and in good standing under the laws of Delaware and is duly qualified or registered and in good standing to transact business under the Laws of each jurisdiction where the character of its activities or the location of the properties and assets owned or leased by it requires such qualification or registration, except where the lack of such qualification would not have a Material Adverse Effect on Seller.

(b)

Authorization of Transaction. Buyer has full organizational power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party, and to perform its obligations hereunder and thereunder. This Agreement and each Transaction Document to which Buyer is a party constitute the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with their respective terms and conditions, except to the extent enforceability may be affected by bankruptcy, reorganization, insolvency or similar Laws affecting creditors’ rights generally. The execution, delivery and performance of this Agreement, the other Transaction Documents to which Buyer is a party, all other agreements contemplated hereby and thereby and the transactions contemplated hereby and thereby have been duly authorized by Buyer.

(c)

Governmental Authorization. Buyer need not give any notice to, make any filing with, nor obtain any authorization, consent, or approval of any Governmental Entity in order to consummate the transactions contemplated by this Agreement or any other Transaction Document.

(d)

Non-contravention. Neither the execution and delivery of this Agreement, any other Transaction Document to which Buyer is a party, nor the consummation of the transactions contemplated hereby or thereby, will (i) to Buyer’s Knowledge, violate any Law to which Buyer is subject, (ii) violate any provision of its Organizational Documents, or (iii) result in the imposition or creation of a Lien, other than a Permitted Lien, upon or with respect to the Interests.

(e)

Brokers’ Fees. No Person acting on behalf of Buyer or under the authority of Buyer is entitled to any broker’s, finder’s, agent’s or similar fee or commission with respect to the transactions contemplated by this Agreement for which Seller is or could become liable.

(f)

Proceedings. There are no actions, suits, proceedings, hearings or investigations pending or threatened against or affecting Buyer before or by any Governmental Entity that would (i) question the validity of this Agreement or any of the other Transaction Documents, or (ii) seek to prohibit, enjoin or otherwise challenge or otherwise prevent the consummation of the Agreement or any of the other Transaction Documents.

(g)

Investment. Buyer is not acquiring the Interests with a view to or for sale in connection with any distribution thereof within the meaning of the Securities Act. Buyer is a knowledgeable investor and acknowledges that it has had access to all information concerning each Acquired Company that it required to make such investment decision and has had the ability to evaluate (and in fact has evaluated) all such information. In making the decision to enter into this Agreement and consummate the transactions contemplated hereby, Buyer has relied on its own independent due diligence investigation of each Acquired Company and has been advised by and has relied solely on its own expertise and professional counsel concerning this transaction, the Interests to be acquired pursuant to this Agreement and the value thereof. Buyer is able to bear the economic risk of holding the Interests for an indefinite period (including total loss of its investment), and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its investment in the Interests. Buyer is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act.

ARTICLE IV

COVENANTS

Section 4.01 General. In case at any time after the Effective Date any further action is necessary or desirable to carry out the purposes of this Agreement, each Party will take such further action (including the execution and delivery of such further instruments and documents) as any other Party may reasonably request, all at the sole cost and expense of the requesting Party, provided, however, such request shall not result in an amendment to the terms of this Agreement or other Transaction Documents which is materially adverse to the other Party.

Section 4.02 Litigation Support. If and for so long as any Party is actively contesting or defending any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (a) any transaction contemplated under this Agreement or any other Transaction Document or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving either of the Acquired Companies, the other Party shall cooperate with it and its counsel in the defense or contest, make available its personnel, and provide such testimony and access to his, her, or its books and records as shall be necessary in connection with the defense or contest, all at the sole cost and expense of the contesting or defending Party.

Section 4.03 Unpaid Operating Expenses. If, after the Closing Date, Buyer receives an invoice(s) for payment of Operating Expenses that relate to an expense incurred by an Acquired Company or Vessel (or by Buyer on behalf of an Acquired Company or Vessel) for operations prior to April 1, 2022 (each, an “Unpaid Operating Expense”), Buyer shall, at Buyer’s option, submit such unpaid invoices, together with reasonable documentation thereof to Seller for payment thereunder, or for reimbursement of amounts paid by Seller under such invoices, to Buyer or the applicable Acquired Company. Seller shall pay over to Buyer or the applicable invoicing party, in the manner designated by Buyer or pursuant to the applicable invoice, the amount of all such undisputed Unpaid Operating Expenses within 10 days after receipt of an invoice therefor. In the event Seller disputes Seller’s obligation to pay an Unpaid Operating Expense, Seller shall notify Buyer of such dispute and the Parties shall use good faith efforts to resolve any such dispute.

Section 4.04 Hire Payments. The Parties agree that on or about March 1, 2022, Buyer made payments of hire (the “Final Hire Payments”) due under each of (a) the First Amended and Restated LNG Vessel Time Charter Party dated May 5, 2016 by and between Buyer and Excellence (as such charter has been novated and amended, the “Excellence Charter”) and (b) the LNG Vessel Time Charter Party dated December 15, 2003 by and between Buyer and Excelsior (as such charter has been amended and novated, the “Excelsior Charter”). The Parties further agree and acknowledge that such Final Hire Payments constitute the final payments due by Buyer under the Excellence Charter and Excelsior Charter, respectively, and no further payments are due or owing, or will become due or owning, notwithstanding the Closing Date may be on or after April 1, 2022.

Section 4.05 Confidentiality. Except as necessary for the performance of Seller’s post-Closing obligations under this Agreement or any other Transaction Document, Seller agrees not to disclose and hold as such all of the confidential information of the Acquired Companies and refrain from using any such confidential information without the prior written consent of Buyer and shall deliver promptly to Buyer or destroy, at the request and option of Buyer, all tangible embodiments (and all copies) of such confidential information (other than attorney-client privileged communications) that are in its possession; provided however, Seller shall be permitted to disclose such confidential information (i) to its accountants in connection with the preparation and filing of any Tax Returns of Seller, (ii) to the extent disclosure is required by Law (including disclosure requirements of the Securities and Exchange Commission or the securities exchange or other stock market on which a Party’s securities are traded) or (iii) in connection with any dispute as between the Parties hereto over the terms of this Agreement. In the event Seller is requested or required pursuant to oral or written question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process to disclose any retained confidential information of the Acquired Companies, Seller will notify Buyer promptly of the request or requirement so that Buyer may seek an appropriate protective order or waive compliance with the provisions of this Section 4.05. If, in the absence of a protective order or the receipt of a waiver hereunder, Seller is, on the advice of counsel, compelled to disclose any retained confidential information of the Acquired Companies to any tribunal or else stand liable for contempt, Seller may disclose the confidential information to the tribunal; provided, however, Seller shall use commercially reasonable efforts to obtain, at the reasonable request of Buyer and at Buyer’s sole cost and expense, an order or other assurance that confidential treatment will be accorded to such portion of such confidential information required to be disclosed as Buyer shall designate.

ARTICLE V

CONDITIONS TO THE CLOSING; TERMINATION

Section 5.01 Conditions to the Obligations of the Parties. The obligations of the Buyer and the Seller to consummate the Transactions are subject to the following conditions occurring on or prior to the Closing Date:

(a)

consummation of the EE Inc. IPO and receipt by Buyer from EE Inc. of (i) cash sufficient to pay the Cash Consideration and (ii) Class A Shares sufficient to transfer the Stock Consideration;

(b)

execution of the Tax Receivable Agreement among EE, Inc., Buyer, Seller and Excelerate Energy Holdings, LLC;

(c)

all Cash has been distributed from each Acquired Company to Seller;

(d)

all Indebtedness for each Acquired Company has been repaid in full;

(e)

no provision of any applicable Law will be in effect prohibiting the consummation of the Closing, and no Governmental Authority of competent jurisdiction will have enacted, issued, promulgated, or entered any order that is in effect and restrains, enjoins, or otherwise prohibits the consummation of the Transactions;

(f)

the representations and warranties set forth in Section 3.01 and Section 3.02 shall be true and correct in all respects as of the Effective Date and as of the Closing Date (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true and correct in all respects only as of such time);

(g)

the Parties shall have performed in all material respects all of the covenants and agreements required to be performed by such Party hereunder prior to the Closing;

(h)

Seller shall have delivered to Buyer a certificate signed by a duly authorized officer of Seller stating that the conditions specified in Sections 5.01(b)-(d) and, with respect to Seller, Sections (e)-(g) shall have been satisfied as of the Closing; and

(i)

Buyer shall have delivered to Seller a certificate signed by a duly authorized officer of Buyer stating that the conditions specified in Section 5.01(a) and, with respect to Buyer, Sections 5.01(b), and (e) - (g) shall have been satisfied as of the Closing.

Section 5.02 Termination. This Agreement may be terminated prior to the Closing only by mutual agreement of the Parties if the EE Inc. IPO has not occurred on or before April 30, 2022.

ARTICLE VI

GENERAL

Section 6.01 No Third-Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns.

Section 6.02 Tax Matters

(a)

Transfer Taxes. In the event any Transfer Taxes are payable in connection with the purchase and sale of the Interests, each of Buyer and Seller shall be liable for 50% of such Transfer Taxes. Seller agrees to execute and deliver all instruments and certificates reasonably necessary to remit and/or minimize the amount of any such Transfer Taxes. If Buyer is required by Law to pay any such Transfer Taxes, Seller shall promptly reimburse Buyer within 10 days of receipt of written request from Buyer for its payment of such Transfer Taxes. If Seller is required by Law to pay any such Transfer Taxes, Buyer shall promptly reimburse Seller within 10 days of receipt of written request from Seller for Buyer’s portion of such Transfer Taxes.

(b)

Post-Closing Limitations. Except as would not reasonably be expected to result in an increase in Taxes for which Seller would be liable or as otherwise required by applicable Law, without the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed), Buyer shall not and shall not cause or permit any Acquired Company to (i) file, or permit to be filed, any amended Tax Return of either Acquired Company for a taxable period ending on or before the Closing Date, (ii) apply to any Tax authority for any binding or non-binding opinion, ruling, or other determination that relates to either Acquired Company for any taxable period ending on or before the Closing Date, (iii) make or change any Tax election with respect to either Acquired Company for a taxable period ending on or before the Closing Date, or (iv) elect to carryback any Tax item of either Acquired Company to a taxable period ending on or before the Closing Date.

Section 6.03 Entire Agreement. This Agreement, the other Transaction Documents and the documents referred to herein and therein constitutes the entire agreement among the Parties and supersede any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they relate in any way to the subject matter hereof.

Section 6.04 Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the Parties.

Section 6.05 Specific Performance. The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the Parties shall be entitled to seek specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.

Section 6.06 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

Section 6.07 Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 6.08 Notices. All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given (a) when delivered personally to the recipient, (b) one Business Day after being sent to the recipient by reputable overnight courier service (charges prepaid), (c) when sent by electronic mail (with written confirmation by the recipient of the recipient of such email), or (d) four Business Days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, and addressed to the intended recipient as set forth below:

If to Buyer:

Excelerate Energy Limited Partnership

2445 Technology Forest Blvd., Level 6

The Woodlands, TX 77381

Attn:

Email:

Copy to:

Frederic Dorwart, Lawyers

125 E. 4^thStreet

Tulsa, Oklahoma 74103

Attn: Amanda Lovelace

Email: alovelace@fdlaw.com

If to Seller:

Maya Maritime, LLC

c/o George Kaiser Family Foundation

7030 South Yale Avenue, Suite 600

Tulsa, Oklahoma 74136

Attn:

Email:

Copy to:

Frederic Dorwart, Lawyers

125 E. 4^thStreet

Tulsa, Oklahoma 74103

Attn: Frederic Dorwart

Email: fdorwart@fdlaw.com

Any Party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other Parties notice in the manner herein set forth.

Section 6.09 Governing Law. This Agreement, all other Transaction Documents and all disputes or controversies arising out of or relating to this Agreement, the other Transaction Documents or the transactions contemplated hereby or thereby (whether in contract, tort, equity or otherwise) shall be governed by, and construed in accordance with, the internal laws of the State of Delaware (including in respect of the statute of limitations or other limitations period applicable to any such dispute or controversy), without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of Delaware; provided, however, that if any other Transaction Document is expressly governed by the laws of a different jurisdiction, such Transaction Document and all disputes or controversies to the extent specifically arising out of such Transaction Document shall be governed by the laws so specified in such Transaction Document.

Section 6.10 Waiver of Jury Trial. Each of the Parties hereby irrevocably waives all right to a trial by jury in any action, proceeding or counterclaim (including any action or liability involving any of the financing sources) arising out of or relating to this Agreement or by the Transaction Documents.

Section 6.11 Consent to Jurisdiction; Venue. Any legal suit, action or proceeding arising out of or based upon this Agreement, the other Transaction Documents or the transactions contemplated hereby or thereby shall be instituted in the Federal Courts of the United States of America or the courts of the State of Oklahoma in each case located in the City of Tulsa and County of Tulsa, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such Party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. The Parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

Section 6.12 Amendments; Waiver. This Agreement may not be amended except by an instrument in writing signed by the Parties. No supplement, alteration or modification of this Agreement shall be binding unless executed in writing by the Parties. No waiver by any Party of any provision of this Agreement or any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be valid unless the same shall be in writing and signed by the Party making such waiver, nor shall such waiver be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

Section 6.13 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall continue in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term, provision, covenant or restriction is invalid, void or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

Section 6.14 Expenses. Except as provided in Section 6.02(a), each Party will bear its own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby.

Section 6.15 Incorporation of Exhibits and Schedules. The Exhibits and Schedules identified in this Agreement are incorporated herein by reference and made a part hereof.

(Signature Page Follows)

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

BUYER

EXCELERATE ENERGY

LIMITED PARTNERSHIP

By:	/s/ Steven Kobos

Name: Steven Kobos

Title: Chief Executive Officer

SELLER

MAYA MARITIME LLC

By:	/s/ Frederic Dorwart

Name: Frederic Dorwart

Title: President

[Signature Page to Securities Purchase Agreement]

Exhibit 3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF

Excelerate Energy, Inc.
(a Delaware corporation)

Excelerate Energy, Inc., organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY AS FOLLOWS:

1. The name of the corporation is Excelerate Energy, Inc.

2. The original certificate of incorporation was filed with the Secretary of State of the State of Delaware on September 10, 2021 under the name “Excelerate Energy, Inc.”

3. This Amended and Restated Certificate of Incorporation (as the same may be amended and/or restated from time to time, the “Certificate of Incorporation”), which restates, integrates and amends the certificate of incorporation of the corporation as heretofore in effect, has been adopted by the corporation in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware (as the same exists or may hereafter be amended from time to time, the “DGCL”) and has been adopted by the consent of the stockholders of the corporation in accordance with Section 228 of the DGCL.

4. The text of the certificate of incorporation of the corporation is hereby amended and restated to read in its entirety as follows:

Article I
NAME

The name of the corporation is Excelerate Energy, Inc. (the “Corporation”).

Article II
AGENT

The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

Article III
PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

Article IV
STOCK

Section 4.1 Authorized Stock. The total number of shares that the Corporation shall have authority to issue is 475,000,000 shares, which shall be divided into three classes, consisting of 300,000,000 shares of Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”), 150,000,000 shares of Class B Common Stock, par value $0.001 per share (the “Class B Common Stock” and together with the Class A Common Stock, the “Common Stock”), and 25,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”).

Section 4.2 Common Stock.

(a) Voting Rights. Except as otherwise expressly provided herein or as required by the DGCL, the holders of shares of Class A Common Stock, as such, and Class B Common Stock shall vote together as one class on all matters (including the election of directors) submitted to a vote of the stockholders of the Corporation. Except as otherwise expressly provided herein or required by the DGCL, each holder of shares of Class A Common Stock shall be entitled to one vote for each share of Class A Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote and each holder of shares of Class B Common Stock shall be entitled to one vote for each share of Class B Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote; provided, however, that, except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Certificate of Incorporation, including any certificate of designations relating to any series of Preferred Stock (each hereinafter referred to as a “Preferred Stock Designation”), that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Certificate of Incorporation (including any Preferred Stock Designation) or the DGCL. The holders of shares of Common Stock shall not have cumulative voting rights.

(b) Dividends. Subject to the rights of the holders of any outstanding series of Preferred Stock, the holders of shares of Class A Common Stock shall be entitled to receive any dividends to the extent permitted by law when, as and if declared by the board of directors of the Corporation (the “Board of Directors”). Except as otherwise provided under this Certificate of Incorporation, dividends and other distributions shall not be declared or paid in respect of any shares of Class B Common Stock.

(c) Liquidation. Upon the dissolution, liquidation or winding up of the Corporation, subject to the rights of the holders of any outstanding series of Preferred Stock, the holders of shares of Class A Common Stock shall be entitled to receive the assets of the Corporation available for distribution to its stockholders ratably in proportion to the number of shares held by them. Holders of shares of Class B Common Stock, as such, shall not be entitled to receive any assets upon the dissolution, liquidation or winding up of the Corporation.

Section 4.3 Preferred Stock. The Preferred Stock may be issued from time to time in one or more series. Subject to limitations prescribed by law and the provisions of this Article IV (including any Preferred Stock Designation), the Board of Directors is hereby authorized to provide by resolution for, and to cause the filing of, a Preferred Stock Designation for the issuance of the shares of Preferred Stock in one or more series, and to establish from time to time the number of shares to be included in each such series, and to fix the designations, powers (including voting powers, full, limited or no voting powers), preferences and relative, participating, optional or other rights, if any, and the qualifications, limitations or restrictions, if any, of the shares of each such series.

Section 4.4 No Class Vote on Changes in Authorized Number of Shares of Stock. Subject to the rights of the holders of any outstanding series of Preferred Stock, the number of authorized shares of Class A Common Stock, Class B Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of at least a majority of the voting power of the stock outstanding and entitled to vote thereon, voting together as a single class, irrespective of the provisions of Section 242(b)(2) of the DGCL.

Section 4.5 No Redemption; Cancellation. The Common Stock is not redeemable. For each Class B Interest (as defined below) exchanged by the Class B Interest Holder (as defined below) for a share of Class A Common Stock (or, at the Corporation’s election in its sole discretion, payment of the cash equivalent in respect thereof) on and subject to the terms and conditions contemplated by the Amended and Restated Limited Partnership Agreement of Excelerate Energy Limited Partnership (as the same may be amended, modified, supplemented and/or restated from time to time, the “Limited Partnership Agreement”), one share of Class B Common Stock held by such Class B Interest Holder shall automatically and without further action on the part of the Corporation or any Class B Interest Holder be transferred to the Corporation for no consideration and be retired and restored to the status of an authorized but unissued share of Class B Common Stock of the Corporation.

Section 4.6 No Preemptive, Subscription or Conversion Rights. No holder of shares of Common Stock, solely by virtue of such holder’s status as such, shall be entitled to preemptive, subscription or conversion rights.

Section 4.7 Exchange.

(a) Excelerate Energy Limited Partnership (“EELP”) has issued interests designated as “Class A Interests” (each, a “Class A Interest”) and “Class B Interests” (each, a “Class B Interest”) pursuant to the terms and subject to the conditions of the Limited Partnership Agreement. Each holder of Class B Interests (including, for the avoidance of doubt, any permitted transferee of a Class B Interest in accordance with the terms of the Limited Partnership Agreement) is referred to herein as a “Class B Interest Holder.”

(b) Pursuant to and subject to the terms of the Limited Partnership Agreement, each Class B Interest Holder has the right to surrender a Class B Interest to EELP, together with the surrender of one share of Class B Common Stock held by such Class B Interest Holder to the Corporation, in exchange for the issuance of one fully paid and nonassessable share of Class A Common Stock (or, at the Corporation’s election in its sole discretion, payment of the cash equivalent in respect thereof) on and subject to the terms and conditions set forth herein, including ‎Section 4.5 above, and in the Limited Partnership Agreement.

Section 4.8 Retirement of Class B Common Stock. If any outstanding share of Class B Common Stock shall cease to be held by a concurrent Class B Interest Holder, such share shall automatically and without further action on the part of the Corporation or any Class B Interest Holder be transferred to the Corporation for no consideration and upon such transfer shall be automatically retired and restored to the status of an authorized but unissued share of Class B Common Stock of the Corporation.

Section 4.9 Further Issuances of Class B Common Stock. No shares of Class B Common Stock shall be issued at any time after the completion of the Corporation’s initial public offering, except (a) to one or more new or existing members of EELP to whom Class B Interests are also issued, (b) to a Class B Interest Holder in a number necessary to maintain a one-to-one ratio between the number of Class B Interests and the number of shares of Class B Common Stock outstanding or (c) for the issuance of shares of Class B Common Stock in connection with a stock dividend, stock split, reclassification or similar transaction that affects proportionately all outstanding shares of Common Stock and is in accordance with the provisions of this Certificate of Incorporation.

Section 4.10 Reservation of Stock. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Class A Common Stock, solely for the purpose of effecting the exchange(s) of Class B Interests, such number of shares of Class A Common Stock as will from time to time be sufficient to effect the exchange(s) of all outstanding Class B Interests for shares of Class A Common Stock.

Section 4.11 Protective Provisions. So long as any shares of Class B Common Stock remain outstanding, the Corporation shall not, whether by merger, consolidation or otherwise, amend, alter, repeal or waive Sections 4.7 through 4.12 of this ‎Article IV (or adopt any provision inconsistent therewith), without first obtaining the approval of the holders of a majority of the then-outstanding shares of Class B Common Stock, voting as a separate class, in addition to any other vote required by the DGCL, this Certificate of Incorporation or the bylaws of the Corporation(as the same may be amended and/or restated from time to time, the “Bylaws”).

Section 4.12 Reclassifications, Mergers and Other Transactions.

(a) If the Corporation in any manner subdivides, combines or reclassifies the outstanding shares of Class A Common Stock or Class B Common Stock, the outstanding shares of the other such class shall, concurrently therewith, be subdivided, combined or reclassified in the same proportion and manner such that the same proportionate equity ownership between the holders of outstanding Class A Common Stock and Class B Common Stock on the record date for such subdivision, combination or reclassification is preserved, unless different treatment of the shares of each such class is approved by (i) the holders of a majority of the outstanding Class A Common Stock and (ii) the holders of a majority of the outstanding Class B Common Stock, each of (i) and (ii) voting as separate classes. In the event of any such subdivision, combination or reclassification, the Corporation shall, concurrently therewith, cause EELP to make corresponding changes to the Class A Interests and Class B Interests to give effect to such subdivision, combination or reclassification.

(b) The Corporation shall not consolidate, merge, combine or consummate any other transaction in which shares of Class A Common Stock are exchanged for or converted into other stock or securities, or the right to receive cash and/or any other property, unless in connection with any such consolidation, merger, combination or other transaction each share of Class B Common Stock, together with one Class B Interest, shall be entitled to be exchanged for or converted into the same kind and amount of stock or securities, cash and/or any other property, as the case may be, that the Class B Interest Holder would have been entitled to receive had such share of Class B Common Stock, together with one Class B Interest, been exchanged into Class A Common Stock pursuant to the Limited Partnership Agreement immediately before such consolidation, merger, combination or other transaction (assuming for purposes of this determination that the Class B Interest Holder was entitled to make such exchange). The consideration for each share of Class B Common Stock, together with one Class B Interest, shall be deemed to satisfy the immediately preceding sentence, so long as any differences in the kind and amount of stock or securities, cash and/or any other property are intended (as determined by the Board of Directors in good faith) to maintain the relative voting power of each share of Class B Common Stock relative to each share of Class A Common Stock; provided, further, that the foregoing provisions of this ‎Section 4.12(b) shall not apply to any action or transaction (including any consolidation, merger or combination) approved by (i) the holders of a majority of the outstanding Class A Common Stock and (ii) the holders of a majority of the outstanding Class B Common Stock, each of (i) and (ii) voting as separate classes.

Article V
BOARD OF DIRECTORS

Section 5.1 Number. Except as otherwise provided for or fixed pursuant to the provisions of ‎Article IV hereof (including any Preferred Stock Designation) and subject to the applicable terms of the Stockholder’s Agreement by and among the Corporation, EELP and Excelerate Energy Holdings, LLC (as the same may be amended, supplemented, restated and/or otherwise modified from time to time, the “Stockholder’s Agreement”), the Board of Directors shall consist of not fewer than three nor more than 15 directors, the exact number to be determined from time to time solely by resolution of the Board of Directors.

Section 5.2 Classification; Vacancies and Newly Created Directorships; Removal.

(a) Except as may be otherwise provided with respect to directors elected by the separate vote of the holders of one or more series of Preferred Stock provided for or fixed pursuant to the provisions of ‎Article IV hereof (including any Preferred Stock Designation) (the “Preferred Stock Directors”), prior to the Classification Date (as defined below), each director of the Corporation shall hold office for a one-year term and until the election and qualification of his or her respective successor in office or until any such director’s earlier death, resignation, removal, retirement or disqualification. At the conclusion of the first meeting of the Board of Directors (or as of the effective time of action by unanimous written consent of the Board of Directors) following the Trigger Date (as defined below), the Board of Directors shall be divided into three classes, designated Class I, Class II and Class III; provided, however, that if the Trigger Date occurs after the Corporation’s definitive proxy statement for that year’s annual meeting has been filed with the Securities and Exchange Commission, the Board of Directors shall be divided into three classes immediately following such annual meeting (the time of the classification of the Board of Directors referred to in this sentence and the proviso, the “Classification Date”). The Board of Directors shall have the exclusive power to fix the number of directors in each class and assign members of the Board of Directors already in office to Class I, Class II or Class III, subject to the rights granted to the Kaiser Investor (as defined and provided for in the Stockholder’s Agreement) pursuant to the Stockholder’s Agreement. Class I directors shall initially serve until the first annual meeting of stockholders following the Classification Date; Class II directors shall initially serve until the second annual meeting of stockholders following the Classification Date; and Class III directors shall initially serve until the third annual meeting of stockholders following the Classification Date. Commencing with the first annual meeting of stockholders following the Classification Date, directors of each class, the term of which shall then expire, shall be elected to hold office for a three-year term and until the election and qualification of their respective successors in office or until any such director’s earlier death, resignation, removal, retirement or disqualification. In case of any increase or decrease, from time to time, in the number of directors (other than Preferred Stock Directors), the number of directors in each class shall be fixed solely by the Board of Directors (as determined solely by the Board of Directors), subject to the rights granted to the Kaiser Investor pursuant to the Stockholder’s Agreement. For purposes of this Certificate of Incorporation, the “Trigger Date” means the first date on which the Kaiser Investor ceases to beneficially own (directly or indirectly) shares representing at least 40% of the combined voting power of the Corporation’s then-outstanding capital stock entitled to vote generally in director elections (as adjusted for stock splits, combinations, reclassifications and similar transactions), with such beneficial ownership to be determined in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

(b) Subject to the rights of the holders of any outstanding series of Preferred Stock, and unless otherwise required by law, prior to the Trigger Date, newly created directorships resulting from any increase in the authorized number of directors and any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause may be filled (i) by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board of Directors, or by the sole remaining director, subject to the terms of the Stockholder’s Agreement, or (ii) by the affirmative vote of the holders of at least a majority of the voting power of the stock outstanding and entitled to vote thereon, voting together as a single class. From and after the Trigger Date, newly created directorships resulting from any increase in the authorized number of directors and any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled solely by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board of Directors, or by the sole remaining director, subject to the terms of the Stockholder’s Agreement. Subject to the terms of the Stockholder’s Agreement, any director so chosen shall hold office until the next election of directors and until his or her successor shall have been duly elected and qualified or until any such director’s earlier death, resignation, removal, retirement or disqualification; provided, however, that during such time as the Board of Directors is classified, any director so chosen shall hold office until the next election of the class, for which such director shall have been chosen and until his or her successor shall have been duly elected and qualified or until any such director’s earlier death, resignation, removal, retirement or disqualification. No decrease in the authorized number of directors shall shorten the term of any incumbent director.

(c) Subject to the rights granted to the Kaiser Investor under the Stockholder’s Agreement, any director (other than any Preferred Stock Director) may be removed from office at any time, with or without cause, by the affirmative vote of the holders of at least a majority of the voting power of the stock outstanding and entitled to vote on the election of directors, voting together as a single class; provided, however, that from and following the Classification Date, any such director may be removed only for cause and only by the affirmative vote of the holders of at least 66⅔% of the voting power of the stock outstanding and entitled to vote on the election of directors, voting together as a single class. Notwithstanding the foregoing, whenever the holders of any class or series are entitled to elect one or more directors by this Certificate of Incorporation (including any Preferred Stock Designation), with respect to the removal without cause of a director or directors so elected, the vote of the holders of the outstanding shares of that class or series, and not the vote of the outstanding shares as a whole, shall apply.

(d) During any period when the holders of one or more series of Preferred Stock have the separate right to elect additional directors as provided for or fixed pursuant to the provisions of ‎ ‎Article IV hereof (including any Preferred Stock Designation), and upon commencement and for the duration of the period during which such right continues: (i) the then otherwise total authorized number of directors of the Corporation shall automatically be increased by such number of directors that the holders of any series of Preferred Stock have a right to elect, and the holders of such Preferred Stock shall be entitled to elect the additional directors so provided for or fixed pursuant to said provisions; and (ii) each Preferred Stock Director shall serve until such Preferred Stock Director’s successor shall have been duly elected and qualified, or until such director’s right to hold such office terminates pursuant to said provisions, whichever occurs earlier, subject to his or her earlier death, disqualification, resignation or removal. Except as otherwise provided for or fixed pursuant to the provisions of ‎ ‎Article IV hereof (including any Preferred Stock Designation), whenever the holders of one or more series of Preferred Stock having a separate right to elect additional directors cease to have or are otherwise divested of such right pursuant to said provisions, the terms of office of all Preferred Stock Directors elected by the holders of such series of Preferred Stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate (in which case each such Preferred Stock Director shall cease to be qualified as a director and shall cease to be a director) and the total authorized number of directors of the Corporation shall be automatically reduced accordingly.

Section 5.3 Powers. Except as otherwise required by the DGCL or as provided in this Certificate of Incorporation (including any Preferred Stock Designation), the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

Section 5.4 Election; Annual Meeting of Stockholders.

(a) Written Ballot Not Required. The directors of the Corporation need not be elected by written ballot unless the Bylaws so provide.

(b) Notice. Advance notice of nominations for the election of directors, and of business other than nominations, to be proposed by stockholders for consideration at a meeting of stockholders of the Corporation shall be given in the manner and to the extent provided in or contemplated by the Bylaws.

(c) Annual Meeting. Any annual meeting of stockholders, for the election of directors and for the transaction of such other business as may properly come before the meeting, shall be held at such place, if any, either within or without the State of Delaware, on such date, and at such time as the Board of Directors shall fix. The Board of Directors may postpone, reschedule or cancel any annual meeting of stockholders previously scheduled by the Board of Directors.

Article VI
STOCKHOLDER ACTION

Prior to the Trigger Date, any action required or permitted to be taken at any annual or special meeting of the stockholders of the Corporation may be taken upon a vote of the stockholders at an annual or special meeting duly called or may be taken without a meeting, without prior notice and without a vote by stockholder consent in accordance with the DGCL. From and after the Trigger Date, any action required or permitted to be taken at any annual or special meeting of the stockholders of the Corporation may be taken only at an annual or special meeting of stockholders duly called and may not be taken by consent of the stockholders in lieu of such a meeting. Notwithstanding the foregoing provisions of this ‎Article VI, any action required or permitted to be taken by the holders of Preferred Stock, voting separately as a series or separately as a class with one or more other such series, may be taken without a meeting, without prior notice and without a vote, to the extent expressly so provided by the applicable Preferred Stock Designation relating to such series of Preferred Stock.

Article VII
SPECIAL MEETINGS OF STOCKHOLDERS

Except as otherwise required by law, and except as otherwise provided for or fixed pursuant to the provisions of ‎Article IV hereof (including any Preferred Stock Designation), prior to the Trigger Date, a special meeting of the stockholders of the Corporation may be called at any time by the Board of Directors, the Chairperson of the Board of Directors or the Chief Executive Officer of the Corporation and shall be called by the Chairperson of the Board of Directors or by the Secretary of the Corporation at the request of the Kaiser Investor and may not be called by any other person or persons. From and after the Trigger Date, except as otherwise required by law, and except as otherwise provided for or fixed pursuant to the provisions of ‎Article IV hereof (including any Preferred Stock Designation), a special meeting of the stockholders of the Corporation may be called at any time only by the Board of Directors, the Chairperson of the Board of Directors or the Chief Executive Officer of the Corporation, and may not be called by any other person or persons. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting by or at the direction of the Board of Directors.

Article VIII
BUSINESS COMBINATIONS WITH INTERESTED STOCKHOLDERS

Section 8.1 Opt Out. The Corporation hereby expressly elects that it shall not be governed by, or otherwise subject to, Section 203 of the DGCL.

Section 8.2 Applicable Restrictions to Business Combinations. Notwithstanding the provisions of ‎Section 8.1, the Corporation shall not engage in any business combination (as defined below), at any point in time at which any class of Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act with any interested stockholder (as defined below) for a period of three years following the time that such stockholder became an interested stockholder, unless:

(a) prior to such time, the Board of Directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

(b) upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock (as defined below) of the Corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned by (i) persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

(c) at or subsequent to such time, the business combination is approved by the Board of Directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66⅔% of the outstanding voting stock of the Corporation which is not owned by the interested stockholder.

Section 8.3 Certain Definitions. For purposes of this ‎Article VIII:

(a) “affiliate” means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, another person.

(b) “associate,” when used to indicate a relationship with any person, means: (i) any corporation, partnership, unincorporated association or other entity of which such person is a director, officer or partner or is, directly or indirectly, the owner of 20% or more of any class of voting stock; (ii) any trust or other estate in which such person has at least a 20% beneficial ownership or as to which such person serves as trustee or in a similar fiduciary capacity; and (iii) any relative or spouse of such person, or any relative of such spouse, who has the same residence as such person.

(c) “business combination,” when used in reference to the Corporation and any interested stockholder of the Corporation, means:

(i) any merger or consolidation of the Corporation or any direct or indirect majority-owned subsidiary of the Corporation (A) with the interested stockholder, or (B) with any other corporation, partnership, unincorporated association or other entity if the merger or consolidation is caused by the interested stockholder and as a result of such merger or consolidation this ‎Article VIII is not applicable to the surviving entity;

(ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), except proportionately as a stockholder of the Corporation, to or with the interested stockholder, whether as part of a dissolution or otherwise, of assets of the Corporation or of any direct or indirect majority-owned subsidiary of the Corporation which assets have an aggregate market value equal to 10% or more of either the aggregate market value of all the assets of the Corporation determined on a consolidated basis or the aggregate market value of all the outstanding stock of the Corporation;

(iii) any transaction which results in the issuance or transfer by the Corporation or by any direct or indirect majority-owned subsidiary of the Corporation of any stock of the Corporation or of such subsidiary to the interested stockholder, except: (A) pursuant to the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of the Corporation or any such subsidiary which securities were outstanding prior to the time that the interested stockholder became such; (B) pursuant to a merger under Section 251(g) of the DGCL; (C) pursuant to a dividend or distribution paid or made, or the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of the Corporation or any such subsidiary which security is distributed, pro rata, to all holders of a class or series of stock of the Corporation subsequent to the time the interested stockholder became such; (D) pursuant to an exchange offer by the Corporation to purchase stock made on the same terms to all holders of said stock; or (E) any issuance or transfer of stock by the Corporation; provided, however, that in no case under items (C) through (E) of this subsection (iii) shall there be an increase in the interested stockholder’s proportionate share of the stock of any class or series of the Corporation or of the voting stock of the Corporation (except as a result of immaterial changes due to fractional share adjustments);

(iv) any transaction involving the Corporation or any direct or indirect majority-owned subsidiary of the Corporation which has the effect, directly or indirectly, of increasing the proportionate share of the stock of any class or series, or securities convertible into the stock of any class or series, of the Corporation or of any such subsidiary which is owned by the interested stockholder, except as a result of immaterial changes due to fractional share adjustments or as a result of any purchase or redemption of any shares of stock not caused, directly or indirectly, by the interested stockholder; or

(v) any receipt by the interested stockholder of the benefit, directly or indirectly (except proportionately as a stockholder of the Corporation), of any loans, advances, guarantees, pledges, or other financial benefits (other than those expressly permitted in subsections (i) through (iv) above) provided by or through the Corporation or any direct or indirect majority-owned subsidiary.

(d) “control,” including the terms “controlling,” “controlled by” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting stock, by contract, or otherwise. A person who is the owner of 20% or more of the outstanding voting stock of a corporation, partnership, unincorporated association or other entity shall be presumed to have control of such entity, in the absence of proof by a preponderance of the evidence to the contrary. Notwithstanding the foregoing, a presumption of control shall not apply where such person holds voting stock, in good faith and not for the purpose of circumventing this ‎Article VIII, as an agent, bank, broker, nominee, custodian or trustee for one or more owners who do not individually or as a group have control of such entity.

(e) “interested stockholder” means any person (other than the Corporation or any direct or indirect majority-owned subsidiary of the Corporation) that (i) is the owner of 15% or more of the outstanding voting stock of the Corporation, or (ii) is an affiliate or associate of the Corporation and was the owner of 15% or more of the outstanding voting stock of the Corporation at any time within the three-year period immediately prior to the date on which it is sought to be determined whether such person is an interested stockholder; and the affiliates and associates of such person; provided, however, that the term “interested stockholder” shall not include (A) any Principal Holder, Principal Holder Direct Transferee or Principal Holder Indirect Transferee, (B) a stockholder that becomes an interested stockholder inadvertently and (x) as soon as practicable divests itself of ownership of sufficient shares so that such stockholder ceases to be an interested stockholder and (y) would not, at any time within the three-year period immediately prior to a business combination between the Corporation and such stockholder, have been an interested stockholder but for the inadvertent acquisition of ownership or (C) any person whose ownership of shares in excess of the 15% limitation set forth herein is the result of any action taken solely by the Corporation; provided, however, that such person specified in this clause (C) shall be an interested stockholder if thereafter such person acquires additional shares of voting stock of the Corporation, except as a result of further corporate action not caused, directly or indirectly, by such person. For the purpose of determining whether a person is an interested stockholder, the voting stock of the Corporation deemed to be outstanding shall include stock deemed to be owned by the person through application of the definition of “owner” below but shall not include any other unissued stock of the Corporation which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise. For the avoidance of doubt, for purposes of this ‎Article VIII, the Board of Directors, in its sole discretion, shall determine whether a stockholder became an interested stockholder inadvertently.

(f) “owner,” including the terms “own” and “owned,” when used with respect to any stock, means a person that individually or with or through any of its affiliates or associates:

(i) beneficially owns such stock, directly or indirectly;

(ii) has (A) the right to acquire such stock (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; provided, however, that a person shall not be deemed the owner of stock tendered pursuant to a tender or exchange offer made by such person or any of such person’s affiliates or associates until such tendered stock is accepted for purchase or exchange; or (B) the right to vote such stock pursuant to any agreement, arrangement or understanding; provided, however, that a person shall not be deemed the owner of any stock because of such person’s right to vote such stock if the agreement, arrangement or understanding to vote such stock arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made to 10 or more persons; or

(iii) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy or consent as described in clause (B) of subsection (ii) above), or disposing of such stock with any other person that beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, such stock.

(g) “person” means any individual, corporation, partnership, unincorporated association or other entity.

(h) “Principal Holder Direct Transferee” means any person that acquires (other than in a registered public offering), directly from one or more of the Principal Holders, beneficial ownership of 15% or more of the then-outstanding voting stock of the Corporation.

(i) “Principal Holder Indirect Transferee” means any person that acquires (other than in a registered public offering) directly from any Principal Holder Direct Transferee or any other Principal Holder Indirect Transferee beneficial ownership of 15% or more of the then-outstanding voting stock of the Corporation.

(j) “Principal Holders” means the Kaiser Investor, the George Kaiser Family Foundation, an Oklahoma non-profit corporation (the “Foundation”), Maya Maritime LLC, a Marshall Islands limited liability company, respective current and future affiliates of the Kaiser Investor, the Foundation and Maya Maritime LLC, so long as any such respective affiliate remains an affiliate, and their respective successors and any “group” of which any such person is part under Rule 13d-5 of the Exchange Act; provided, however, that the term “Principal Holders” shall not include the Corporation or any of the Corporation’s direct or indirect subsidiaries.

(k) “stock” means, with respect to any corporation, capital stock and, with respect to any other entity, any equity interest.

(l) “voting stock” means stock of any class or series entitled to vote generally in the election of directors and, with respect to any entity that is not a corporation, any equity interest entitled to vote generally in the election of the governing body of such entity. Every reference in this ‎Article VIII to a percentage or proportion of voting stock shall refer to such percentage or other proportion of the votes of such voting stock.

Article IX
EXISTENCE

The Corporation shall have perpetual existence.

Article X
AMENDMENT

Section 10.1 Amendment of the Certificate of Incorporation. Subject to the rights granted to the Kaiser Investor pursuant to the Stockholder’s Agreement, the Corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this Certificate of Incorporation (including any Preferred Stock Designation), and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by the laws of the State of Delaware, and all powers, preferences and rights of any nature conferred upon stockholders, directors or any other persons by and pursuant to this Certificate of Incorporation (including any Preferred Stock Designation) in its present form or as hereafter amended are granted subject to this reservation. Notwithstanding the foregoing, from and after the Trigger Date, subject to the rights granted to the Kaiser Investor pursuant to the Stockholder’s Agreement and except as otherwise provided in this Certificate of Incorporation (including any provision of a Preferred Stock Designation that provides for a greater or lesser vote) and in addition to any other vote required by law, the affirmative vote of the holders of at least 66⅔% of the voting power of the stock outstanding and entitled to vote thereon, voting together as a single class, shall be required for the stockholders to adopt, amend or repeal, or adopt any provision inconsistent with, ‎Article V, ‎Article VI, ‎Article VII, ‎Article VIII, ‎Article X, ‎Article XI, ‎Article XII and ‎Article XIII of this Certificate of Incorporation.

Section 10.2 Amendment of the Bylaws. In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, but subject to the terms of any series of Preferred Stock then outstanding and to the rights granted to the Kaiser Investor pursuant to the Stockholder’s Agreement, the Board of Directors is expressly authorized to adopt, amend or repeal the Bylaws. Except as otherwise provided in this Certificate of Incorporation (including the terms of any Preferred Stock Designation that require an additional vote) or the Bylaws, and in addition to any requirements of applicable law and subject to the rights granted to the Kaiser Investor pursuant to the Stockholder’s Agreement, (a) prior to the Trigger Date, the affirmative vote of the holders of at least a majority of the voting power of the stock outstanding and entitled to vote thereon, voting together as a single class, shall be required for the stockholders to adopt, amend or repeal, or adopt any provision inconsistent with, any provision of the Bylaws, and (b) from and after the Trigger Date, the affirmative vote of the holders of at least 66⅔% of the voting power of the stock outstanding and entitled to vote thereon, voting together as a single class, shall be required for the stockholders to adopt, amend or repeal, or adopt any provision inconsistent with, any provision of the Bylaws.

Article XI
LIABILITY OF DIRECTORS

Section 11.1 No Personal Liability. To the fullest extent permitted by the DGCL as the same exists or as may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

Section 11.2 Amendment or Repeal. Any amendment, repeal or elimination of this ‎Article XI, or the adoption of any provision inconsistent with this ‎Article XI, shall not affect its application with respect to an act or omission by a director occurring before such amendment, adoption, repeal or elimination. If the DGCL hereafter is amended to eliminate or limit the liability of a director, then a director of the Corporation, in addition to the circumstances in which a director is not personally liable as set forth in the preceding sentence, shall not be liable to the fullest extent permitted by the DGCL, as so amended.

Article XII
FORUM FOR ADJUDICATION OF DISPUTES

Section 12.1 Forum. Unless the Corporation, in writing, selects or consents to the selection of an alternative forum: (a) the sole and exclusive forum for any complaint asserting any internal corporate claims (as defined below), to the fullest extent permitted by law, and subject to applicable jurisdictional requirements, shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have, or declines to accept, jurisdiction, another state court or a federal court located within the State of Delaware); and (b) the sole and exclusive forum for any complaint asserting a cause of action arising under the Securities Act of 1933, to the fullest extent permitted by law, shall be the federal district courts of the United States of America. Notwithstanding anything herein to the contrary, and for the avoidance of doubt, this Article shall not apply to claims seeking to enforce a duty or liability created by the Exchange Act. For purposes of this ‎Article XII, “internal corporate claims” means claims, including claims in the right of the Corporation that are based upon a violation of a duty by a current or former director, officer, employee or stockholder in such capacity, or as to which the DGCL confers jurisdiction upon the Court of Chancery. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of stock of the Corporation shall be deemed to have notice of and consented to the provisions of this ‎Article XII.

Section 12.2 Enforceability. If any provision of this ‎Article XII shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision in any other circumstance and of the remaining provisions of this ‎Article XII (including, without limitation, each portion of any sentence of this ‎Article XII containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities or circumstances shall not in any way be affected or impaired thereby.

Article XIII
certain stockholder relationships

Section 13.1 General. In recognition and anticipation that (a) certain directors, principals, officers, employees and/or other representatives, including any directors designated for nomination and election to the Board of Directors pursuant to the Stockholder’s Agreement, of the Kaiser Investor, the Foundation and their respective Affiliates (as defined below) may serve as directors, officers or agents of the Corporation, and (b) the Kaiser Investor, the Foundation and their respective Affiliates may now engage and may continue to engage in the same or similar activities or related lines of business as those in which the Corporation, directly or indirectly, may engage and/or other business activities that overlap with or compete with those in which the Corporation, directly or indirectly, may engage, the provisions of this ‎Article XIII are set forth to regulate and define the conduct of certain affairs of the Corporation with respect to certain classes or categories of business opportunities as they may involve the Kaiser Investor, the Foundation and their respective Affiliates and the powers, rights, duties and liabilities of the Corporation and its directors, officers and stockholders in connection therewith.

Section 13.2 Renunciation of Certain Corporate Opportunities; No Duty to Refrain. Subject to ‎Section 13.3 below, to the fullest extent permitted by law, the Corporation hereby renounces any interest or expectancy in, or right to be offered an opportunity to participate in, any business opportunity which may be a corporate opportunity for the Kaiser Investor, the Foundation or any of their respective Affiliates (such Persons (as defined below) being referred to, collectively, as “Identified Persons” and, individually, as an “Identified Person”) and the Corporation or any of its Affiliates. Subject to ‎Section 13.3 below, to the fullest extent permitted by law, none of the Identified Persons shall have any duty to refrain from directly or indirectly (a) engaging in the same or similar business activities or lines of business in which the Corporation or any of its Affiliates now engages or proposes to engage, other than business activities or lines of business that constitute Covered Business or (b) otherwise competing with the Corporation or any of its Affiliates, other than with respect to Covered Business, and, subject to ‎Section 13.3 below, to the fullest extent permitted by law, no Identified Person shall be liable to the Corporation or its stockholders or to any Affiliate of the Corporation for breach of any fiduciary duty solely by reason of the fact that such Identified Person engages in any such activities. Subject to ‎Section 13.3 below, in the event that any Identified Person acquires knowledge of a potential transaction or other business opportunity which may be a corporate opportunity for itself, herself or himself and the Corporation or any of its Affiliates, such Identified Person shall, to the fullest extent permitted by law, have no duty to communicate or offer such transaction or other business opportunity to the Corporation or any of its Affiliates and, to the fullest extent permitted by law, shall not be liable to the Corporation or its stockholders or to any Affiliate of the Corporation for breach of any fiduciary duty as a stockholder, director or officer of the Corporation solely by reason of the fact that such Identified Person pursues or acquires such corporate opportunity for itself, herself or himself, or offers or directs such corporate opportunity to another Person.

Section 13.3 Non-Renounced Opportunities. The Corporation does not renounce its interest in any corporate opportunity offered to any Identified Person if such opportunity (a) is expressly offered to such person solely in his or her capacity as a director or officer of the Corporation or (b) constitutes Covered Business (as defined below). For the avoidance of doubt, the provisions of ‎Section 13.2 of this ‎Article XIII shall not apply to any corporate opportunity covered by the preceding sentence of this ‎Section 13.3.

Section 13.4 Opportunities Not Deemed Corporate Opportunities. In addition to and notwithstanding the foregoing provisions of this ‎Article XIII, a corporate opportunity shall not be deemed to be a potential corporate opportunity for the Corporation if it is a business opportunity that (a) the Corporation is neither financially or legally able, nor contractually permitted, to undertake, (b) from its nature, is not in the line of the Corporation’s business or is of no practical advantage to the Corporation or (c) is one in which the Corporation has no interest or reasonable expectancy.

Section 13.5 Definitions. For purposes of this ‎Article XIII, (a) “Affiliate” means, (i) in respect of the Kaiser Investor, any Person that, directly or indirectly, is controlled by the Kaiser Investor, controls the Kaiser Investor, or is under common control with the Kaiser Investor and shall include (A) any principal, member, director, partner, manager, stockholder, officer, employee or other representative, including any directors designated for nomination and election to the Board of Directors by the Kaiser Investor pursuant to the Stockholder’s Agreement, of any of the foregoing (other than the Corporation and any entity that is controlled by the Corporation and any of the respective portfolio companies (as such term is commonly understood) of the Kaiser Investor) and (B) any funds or vehicles advised by respective Affiliates of the Kaiser Investor, (ii) in respect of the Foundation, any Person that, directly or indirectly, is controlled by the Foundation, controls the Foundation, or is under common control with the Foundation and shall include any principal, member, director, partner, manager, stockholder, officer, trustee employee or other representative, including any directors designated for nomination and election to the Board of Directors by the Foundation pursuant to the Stockholder’s Agreement, of any of the foregoing (other than the Corporation and any entity that is controlled by the Corporation), and (iii) in respect of the Corporation, any Person that, directly or indirectly, is controlled by the Corporation; (b) “Covered Business” means any business, activities or transaction(s) that relate to the business of supply of LNG or regasified LNG to New England; and (c) “Person” shall mean any individual, corporation, general or limited partnership, limited liability company, joint venture, trust, association or any other entity.

Section 13.6 Notice and Consent. To the fullest extent permitted by law, any Person purchasing or otherwise acquiring or holding any interest in any shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this ‎Article XIII.

***

This Amended and Restated Certificate of Incorporation shall become effective at 12:01 a.m. Eastern Time on April 18, 2022.

[The remainder of this page has been intentionally left blank.]

IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation has been executed by a duly authorized officer of the Corporation on this 12^th day of April, 2022.

Excelerate Energy, Inc.

By:	/s/ Steven M. Kobos
	Name:	Steven M. Kobos
	Title:	President and Chief Executive Officer

Signature Page to Amended and Restated Certificate of Incorporation

Exhibit 3.2

AMENDED AND RESTATED BYLAWS

Excelerate Energy, Inc.
(a Delaware corporation)

Article I
CORPORATE OFFICES

Section 1.1 Registered Office. The registered office of Excelerate Energy, Inc. (the “Corporation”) shall be fixed in the Certificate of Incorporation of the Corporation (as the same may be amended and/or restated from time to time, the “Certificate of Incorporation”).

Section 1.2 Other Offices. The Corporation may also have an office or offices, and keep the books and records of the Corporation, except as otherwise required by law, at such other place or places, either within or without the State of Delaware, as the Corporation may from time to time determine or the business of the Corporation may require.

Article II
MEETINGS OF STOCKHOLDERS

Section 2.1 Annual Meeting. Any annual meeting of stockholders, for the election of directors and for the transaction of such other business as may properly come before the meeting, shall be held at such place, if any, either within or without the State of Delaware, on such date, and at such time as the Board of Directors of the Corporation (the “Board of Directors”) shall fix. The Board of Directors may postpone, reschedule or cancel any annual meeting of stockholders previously scheduled by the Board of Directors.

Section 2.2 Special Meeting. Except as otherwise required by law, and except as otherwise provided for or fixed pursuant to the Certificate of Incorporation, including any certificate of designations relating to any series of Preferred Stock (each hereinafter referred to as a “Preferred Stock Designation”), prior to the Trigger Date (as defined in the Certificate of Incorporation), a special meeting of the stockholders of the Corporation may be called at any time by the Board of Directors, the Chairperson of the Board of Directors (the “Chairperson”) or the Chief Executive Officer of the Corporation (the “Chief Executive Officer”) and shall be called by the Secretary of the Corporation (the “Secretary”) or his or her designee at the request of the Kaiser Investor (as defined in the Stockholder’s Agreement by and among the Corporation, Excelerate Energy Limited Partnership and Excelerate Energy Holdings, LLC (as the same may be amended, supplemented, restated and/or otherwise modified from time to time, the “Stockholder’s Agreement”)) and may not be called by any other person or persons. From and after the Trigger Date, except as otherwise required by law and as otherwise provided for or fixed pursuant to the Certificate of Incorporation (including any Preferred Stock Designation), a special meeting of the stockholders of the Corporation may be called at any time only by the Board of Directors, the Chairperson or the Chief Executive Officer and may not be called by any other person or persons. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting by or at the direction of the Board of Directors. The Board of Directors may postpone, reschedule or cancel any special meeting of stockholders previously scheduled by the Board of Directors; provided, however, that with respect to any special meeting of stockholders previously scheduled by the Board of Directors at the request of the Kaiser Investor, the Board of Directors shall not postpone, reschedule or cancel such special meeting without the prior written consent of the Kaiser Investor.

Section 2.3 Notice of Stockholders’ Meetings.

(a) Whenever stockholders are required or permitted to take any action at a meeting, notice of the place, if any, date and time of the meeting of stockholders, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for determining the stockholders entitled to notice of the meeting), the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting and, if the meeting is to be held solely by means of remote communications, the means for accessing the list of stockholders contemplated by ‎Section 2.5 of these Bylaws, shall be given. The notice shall be given not less than 10 nor more than 60 days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting, except as otherwise provided by law, the Certificate of Incorporation (including any Preferred Stock Designation) or these Bylaws. In the case of a special meeting, the purpose or purposes for which the meeting is called also shall be set forth in the notice.

(b) Except as otherwise required by law, notice may be given in writing directed to a stockholder’s mailing address as it appears on the records of the Corporation and shall be given: (i) if mailed, when notice is deposited in the U.S. mail, postage prepaid; and (ii) if delivered by courier service, the earlier of when the notice is received or left at such stockholder’s address.

(c) So long as the Corporation is subject to the Securities and Exchange Commission’s proxy rules set forth in Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), notice shall be given in the manner required by such rules. To the extent permitted by such rules, in addition to being given in accordance with Section 2.3(b) of these Bylaws, notice may be given by electronic transmission directed to the stockholder’s electronic mail address, and if so given, shall be given when directed to such stockholder’s electronic mail address unless the stockholder has notified the Corporation in writing or by electronic transmission of an objection to receiving notice by electronic mail or such notice is prohibited by Section 232(e) of the General Corporation Law of the State of Delaware (as the same exists or may hereafter be amended from time to time, the “DGCL”). If notice is given by electronic mail, such notice shall comply with the applicable provisions of Sections 232(a) and 232(d) of the DGCL.

(d) Notice may be given by other forms of electronic transmission with the consent of a stockholder in the manner permitted by Section 232(b) of the DGCL and shall be deemed given as provided therein.

(e) An affidavit that notice has been given, executed by the Secretary, Assistant Secretary or any transfer agent or other agent of the Corporation, shall be prima facie evidence of the facts stated in the notice in the absence of fraud. Notice shall be deemed to have been given to all stockholders who share an address if notice is given in accordance with the “householding” rules set forth in Rule 14a-3(e) under the Exchange Act and Section 233 of the DGCL.

(f) When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the place, if any, date and time thereof, and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken; provided, however, that if the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix a new record date for notice of such adjourned meeting in accordance with ‎Section 7.6(a), and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.

Section 2.4 Organization.

(a) Unless otherwise determined by the Board of Directors, meetings of stockholders shall be presided over by the Chairperson, or in his or her absence, by the Chief Executive Officer, or in his or her absence, by another person designated by the Board of Directors. The Secretary, or in his or her absence, an Assistant Secretary, or in the absence of the Secretary and all Assistant Secretaries, a person whom the chairperson of the meeting shall appoint, shall act as secretary of the meeting and keep a record of the proceedings thereof.

(b) The date and time of the opening and the closing of the polls for each matter upon which the stockholders shall vote at a meeting of stockholders shall be announced at the meeting by the chairperson of the meeting. The Board of Directors may adopt such rules and regulations for the conduct of any meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairperson of the meeting shall have the authority to adopt and enforce such rules and regulations for the conduct of any meeting of stockholders and the safety of those in attendance as, in the judgment of the chairperson, are necessary, appropriate or convenient for the conduct of the meeting. Rules and regulations for the conduct of meetings of stockholders, whether adopted by the Board of Directors or by the chairperson of the meeting, may include, without limitation, establishing: (i) an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted proxies and such other persons as the chairperson of the meeting shall permit; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; (v) limitations on the time allotted for consideration of each agenda item and for questions and comments by participants; (vi) regulations for the opening and closing of the polls for balloting and matters which are to be voted on by ballot (if any); and (vii) procedures (if any) requiring attendees to provide the Corporation advance notice of their intent to attend the meeting. Subject to any rules and regulations adopted by the Board of Directors, the chairperson of the meeting may convene and, for any or no reason, from time to time, adjourn and/or recess any meeting of stockholders pursuant to ‎Section 2.7. The chairperson of the meeting, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall have the power to declare that a nomination or other business was not properly brought before the meeting if the facts warrant (including if a determination is made, pursuant to ‎Section 2.10(c)(i) of these Bylaws, that a nomination or other business was not made or proposed, as the case may be, in accordance with ‎Section 2.10 of these Bylaws), and if such chairperson should so declare, such nomination shall be disregarded or such other business shall not be transacted.

Section 2.5 List of Stockholders. The Corporation shall prepare, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting; provided, however, that if the record date for determining the stockholders entitled to vote is less than 10 days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the 10th day before the meeting date. Such list shall be arranged in alphabetical order and shall show the address of each stockholder and the number of shares registered in the name of each stockholder. Nothing in this ‎Section 2.5 shall require the Corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting at least 10 days prior to the meeting: (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting; or (b) during ordinary business hours at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then a list of stockholders entitled to vote at the meeting shall be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Except as otherwise required by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this ‎Section 2.5 or to vote in person or by proxy at any meeting of stockholders.

Section 2.6 Quorum. Except as otherwise required by law, the Certificate of Incorporation (including any Preferred Stock Designation) or these Bylaws, at any meeting of stockholders, the holders of a majority of the voting power of the stock outstanding and entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business; provided, however, that where a separate vote by a class or series or classes or series is required, the holders of a majority of the voting power of the stock of such class or series or classes or series outstanding and entitled to vote on that matter, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to such matter. If a quorum is not present or represented at any meeting of stockholders, then the chairperson of the meeting, or the holders of a majority of the voting power of the stock present in person or represented by proxy at the meeting and entitled to vote thereon, shall have power to adjourn or recess the meeting from time to time in accordance with ‎Section 2.7, until a quorum is present or represented. Subject to applicable law, if a quorum initially is present at any meeting of stockholders, the stockholders may continue to transact business until adjournment or recess, notwithstanding the withdrawal of enough stockholders to leave less than a quorum, but if a quorum is not present at least initially, no business other than adjournment or recess may be transacted.

Section 2.7 Adjourned or Recessed Meeting. Any annual or special meeting of stockholders, whether or not a quorum is present, may be adjourned or recessed for any or no reason from time to time by the chairperson of the meeting, subject to any rules and regulations adopted by the Board of Directors pursuant to ‎Section 2.4(b). Any such meeting may be adjourned for any or no reason (and may be recessed if a quorum is not present or represented) from time to time by the holders of a majority of the voting power of the stock present in person or represented by proxy at the meeting and entitled to vote thereon. At any such adjourned or recessed meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting as originally called.

Section 2.8 Voting; Proxies.

(a) Except as otherwise required by law or the Certificate of Incorporation (including any Preferred Stock Designation), each holder of stock of the Corporation entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of such stock held of record by such holder that has voting power upon the subject matter in question.

(b) Except as otherwise required by law, the Certificate of Incorporation (including any Preferred Stock Designation), these Bylaws or any law, rule or regulation applicable to the Corporation or its securities, at each meeting of stockholders at which a quorum is present, all corporate actions to be taken by vote of the stockholders shall be authorized by the affirmative vote of the holders of at least a majority of the voting power of the stock present in person or represented by proxy and entitled to vote on the subject matter, and where a separate vote by a class or series or classes or series is required, if a quorum of such class or series or classes or series is present, such act shall be authorized by the affirmative vote of the holders of at least a majority of the voting power of the stock of such class or series or classes or series present in person or represented by proxy and entitled to vote on the subject matter. Voting at meetings of stockholders need not be by written ballot.

(c) Every stockholder entitled to vote for directors, or on any other matter, shall have the right to do so either in person or by one or more persons authorized to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary a revocation of the proxy or an executed new proxy bearing a later date.

Section 2.9 Submission of Information by Director Nominees.

(a) To be eligible to be a nominee for election or re-election as a director of the Corporation under ‎Section 2.10 below, a person must deliver to the Secretary at the principal executive offices of the Corporation the following information:

(i) a written representation and agreement, which shall be signed by such person and pursuant to which such person shall represent and agree that such person: (A) consents to serving as a director if elected and to being named as a nominee in a proxy statement and form of proxy relating to the meeting at which directors are to be elected, and currently intends to serve as a director for the full term for which such person is standing for election; (B) is not and will not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity: (1) as to how the person, if elected as a director, will act or vote on any issue or question that has not been disclosed to the Corporation; or (2) that could limit or interfere with the person’s ability to comply, if elected as a director, with such person’s fiduciary duties under applicable law; (C) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director or nominee that has not been disclosed to the Corporation; and (D) if elected as a director, will comply with all corporate governance, conflict of interest, confidentiality, and stock ownership and trading policies and guidelines of the Corporation, as applicable, and any other Corporation policies and guidelines applicable to directors (which will be promptly provided following a request therefor); and

(ii) all completed and signed questionnaires prepared by the Corporation (including those questionnaires required of the Corporation’s directors and any other questionnaire the Corporation determines is necessary or advisable to assess whether a nominee will satisfy any qualifications or requirements imposed by the Certificate of Incorporation or these Bylaws, any law, rule, regulation or listing standard that may be applicable to the Corporation, and the Corporation’s corporate governance policies and guidelines) (all of the foregoing, the “Questionnaires”). The Questionnaires will be promptly provided following a request therefor.

(b) A nominee for election or re-election as a director of the Corporation under ‎Section 2.10 shall also provide to the Corporation such other information as it may reasonably request. The Corporation may request such additional information as necessary to permit the Corporation to determine the eligibility of such person to serve as a director of the Corporation, including information relevant to a determination whether such person can be considered an independent director.

(c) All written and signed representations and agreements, and the Questionnaires described in ‎Section 2.9(a)(ii) above shall be considered timely for a nominee for election or re-election as a director of the Corporation under ‎Section 2.10, if provided to the Corporation by the deadlines specified in ‎Section 2.10. The additional information described in Section 2.9‎(b) above shall be considered timely if provided to the Corporation promptly upon request by the Corporation, but in any event within five business days after such request. All information provided pursuant to this ‎Section 2.9 shall be deemed part of the stockholder’s notice submitted pursuant to ‎Section 2.10.

Section 2.10 Notice of Stockholder Business and Nominations.

(a) Annual Meeting.

(i) Nominations of persons for election to the Board of Directors and the proposal of business other than nominations to be considered by the stockholders may be made at an annual meeting of stockholders only: (A) pursuant to the Corporation’s notice of meeting (or any supplement thereto); (B) by or at the direction of the Board of Directors (or any authorized committee thereof); or (C) by any stockholder of the Corporation who is a stockholder of record at the time the notice provided for in this ‎Section 2.10(a) is delivered to the Secretary, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this ‎Section 2.10(a). For the avoidance of doubt, the foregoing clause ‎(C) shall be the exclusive means for a stockholder to make nominations or propose other business at an annual meeting of stockholders (other than a proposal included in the Corporation’s proxy statement pursuant to and in compliance with Rule 14a-8 under the Exchange Act). Notwithstanding anything to the contrary contained in this ‎Section 2.10, for as long as the Kaiser Investor (including, for the avoidance of doubt, its permitted transferees as provided for under the Stockholder’s Agreement) has nomination rights under the Stockholder’s Agreement, the Kaiser Investor (including, for the avoidance of doubt, its permitted transferees as provided for under the Stockholder’s Agreement) shall not be subject to the notice procedures set forth in this ‎Section 2.10 with respect to any such nominee(s) at any annual or special meeting of stockholders.

(ii) For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause ‎(C) of the foregoing paragraph, the stockholder must have given timely notice thereof in writing to the Secretary and, in the case of business other than nominations, such business must be a proper subject for stockholder action. To be timely, a stockholder’s notice must be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business (as defined in ‎Section 2.10(c)(ii) below) on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 30 days after such anniversary date, or if no annual meeting was held or deemed to have been held in the preceding year, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the date on which public announcement (as defined in ‎Section 2.10(c)(ii) below) of the date of such meeting is first made by the Corporation. In no event shall an adjournment or recess of an annual meeting, or a postponement of an annual meeting for which notice of the meeting has already been given to stockholders or a public announcement of the meeting date has already been made, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. The number of nominees a stockholder may nominate for election at the annual meeting (or in the case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at the annual meeting on behalf of the beneficial owner) shall not exceed the number of directors to be elected at such annual meeting. For purposes of this ‎Section 2.10, the 2022 annual meeting of stockholders shall be deemed to have been held on May 10, 2022. Such stockholder’s notice shall set forth:

(A) as to each person whom the stockholder proposes to nominate for election or re-election as a director: (1) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to and in accordance with Regulation 14A under the Exchange Act; and (2) the information required to be submitted by nominees pursuant to ‎Section 2.9(a) above, including all completed and signed Questionnaires described in ‎Section 2.9(a)(ii) above, which will be promptly provided following a request therefor;

(B) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the Bylaws, the language of the proposed amendment), the reasons for conducting such business at the meeting and any substantial interest (within the meaning of Item 5 of Schedule 14A under the Exchange Act) in such business of such stockholder and the beneficial owner (within the meaning of Section 13(d) of the Exchange Act), if any, on whose behalf the proposal is made;

(C) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made or the other business is proposed:

(1) the name and address of such stockholder, as they appear on the Corporation’s books, and the name and address of such beneficial owner;

(2) the class or series and number of shares of stock of the Corporation which are owned of record by such stockholder and such beneficial owner as of the date of the notice, and a representation that the stockholder will notify the Corporation in writing within five business days after the record date for such meeting of the class or series and number of shares of stock of the Corporation owned of record by the stockholder and such beneficial owner as of the record date for the meeting; and

(3) a representation that the stockholder (or a qualified representative of the stockholder) intends to appear at the meeting to make such nomination or propose such business;

(D) as to the stockholder giving the notice or, if the notice is given on behalf of a beneficial owner on whose behalf the nomination is made or the other business is proposed, as to such beneficial owner, and if such stockholder or beneficial owner is an entity, as to each director, executive, managing member or control person of such entity (any such individual or control person, a “control person”):

(1) the class or series and number of shares of stock of the Corporation which are beneficially owned (as defined in ‎Section 2.10(c)(ii) below) by such stockholder or beneficial owner and by any control person as of the date of the notice, and a representation that the stockholder will notify the Corporation in writing within five business days after the record date for such meeting of the class or series and number of shares of stock of the Corporation beneficially owned by such stockholder or beneficial owner and by any control person as of the record date for the meeting;

(2) a description of any agreement, arrangement or understanding with respect to the nomination or other business between or among such stockholder, beneficial owner or control person and any other person, including, without limitation any agreements that would be required to be disclosed pursuant to Item 5 or Item 6 of Exchange Act Schedule 13D (regardless of whether the requirement to file a Schedule 13D is applicable) and a representation that the stockholder will notify the Corporation in writing within five business days after the record date for such meeting of any such agreement, arrangement or understanding in effect as of the record date for the meeting;

(3) a description of any agreement, arrangement or understanding (including, without limitation, any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the stockholder’s notice by, or on behalf of, such stockholder, beneficial owner or control person, the effect or intent of which is to mitigate loss, manage risk or benefit from changes in the share price of any class or series of the Corporation’s stock, or maintain, increase or decrease the voting power of the stockholder, beneficial owner or control person with respect to securities of the Corporation, and a representation that the stockholder will notify the Corporation in writing within five business days after the record date for such meeting of any such agreement, arrangement or understanding in effect as of the record date for the meeting; and

(4) a representation whether the stockholder or the beneficial owner, if any, will engage in a solicitation with respect to the nomination or other business and, if so, the name of each participant in such solicitation (as defined in Item 4 of Schedule 14A under the Exchange Act) and whether such person intends or is part of a group which intends to deliver a proxy statement and/or form of proxy to holders of shares representing at least 67% of the voting power of the stock entitled to vote generally in the election of directors in the case of a nomination, or holders of at least the percentage of the Corporation’s stock required to approve or adopt the business to be proposed in the case of other business.

(iii) Notwithstanding anything in ‎Section 2.10(a)(ii) above or ‎Section 2.10(b) below to the contrary, if the record date for determining the stockholders entitled to vote at any meeting of stockholders is different from the record date for determining the stockholders entitled to notice of the meeting, a stockholder’s notice required by this ‎Section 2.10 shall set forth a representation that the stockholder will notify the Corporation in writing within five business days after the record date for determining the stockholders entitled to vote at the meeting, or by the opening of business on the date of the meeting (whichever is earlier), of the information required under clauses ‎(ii)‎(C)‎(2) and ‎(ii)‎(D)‎(1)-‎(3) of this ‎Section 2.10(a), and such information when provided to the Corporation shall be current as of the record date for determining the stockholders entitled to vote at the meeting.

(iv) This ‎Section 2.10(a) shall not apply to a proposal proposed to be made by a stockholder if the stockholder has notified the Corporation of his or her intention to present the proposal at an annual or special meeting only pursuant to and in compliance with Rule 14a-8 under the Exchange Act and such proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such meeting.

(v) Notwithstanding anything in this ‎Section 2.10(a) to the contrary, in the event that the number of directors to be elected to the Board of Directors at an annual meeting is increased and there is no public announcement by the Corporation naming all of the nominees for directors or specifying the size of the increased Board of Directors made by the Corporation at least 10 days prior to the last day a stockholder may deliver a notice in accordance with ‎Section 2.10(a)(ii) above, a stockholder’s notice required by this ‎Section 2.10(a) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by the Corporation.

(b) Special Meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting: (i) by or at the direction of the Board of Directors (or any authorized committee thereof); or (ii) provided that the Board of Directors has determined one or more directors are to be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record at the time the notice provided for in this ‎Section 2.10(b) is delivered to the Secretary, who is entitled to vote at the meeting and upon such election and who delivers notice thereof in writing setting forth the information required by ‎Section 2.10(a) above and provides the additional information required by ‎Section 2.9 above. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any stockholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting, if the notice required by this ‎Section 2.10(b) shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the 10th day following the date on which public announcement of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting is first made by the Corporation. The number of nominees a stockholder may nominate for election at the special meeting (or in the case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at the annual meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such special meeting. In no event shall an adjournment, recess or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

(i) Except as otherwise required by law, only such persons who are nominated in accordance with the procedures set forth in this ‎Section 2.10 shall be eligible to be elected at any meeting of stockholders of the Corporation to serve as directors and only such other business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this ‎Section 2.10. Except as otherwise required by law, each of the Chairperson, the Board of Directors or the chairperson of the meeting shall have the power to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this ‎Section 2.10 (including whether a stockholder or beneficial owner solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in compliance with such stockholder’s representation as required by clause ‎(a)‎(ii)‎(D)‎(4) of this ‎Section 2.10). If any proposed nomination or other business is not in compliance with this ‎Section 2.10, then except as otherwise required by law, the chairperson of the meeting shall have the power to declare that such nomination shall be disregarded or that such other business shall not be transacted. Notwithstanding the foregoing provisions of this ‎Section 2.10, unless otherwise required by law, or otherwise determined by the Chairperson, the Board of Directors or the chairperson of the meeting, if the stockholder does not provide the information required under ‎Section 2.9 or clauses ‎(a)‎(ii)‎(C)‎(2) and ‎(a)‎(ii)‎(D)‎(1)-‎(3) of this ‎Section 2.10 to the Corporation within the time frames specified herein, any such nomination shall be disregarded and any such other business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. Notwithstanding the foregoing provisions of this ‎Section 2.10, unless otherwise required by law, or otherwise determined by the Chairperson, the Board of Directors or the chairperson of the meeting, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or other business (whether pursuant to the requirements of these Bylaws or in accordance with Rule 14a-8 under the Exchange Act), such nomination shall be disregarded and such other business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. To be considered a “qualified representative” of a stockholder pursuant to the preceding sentence and for purposes of these Bylaws, a person must be a duly authorized officer, manager or partner of such stockholder or authorized by a writing executed by such stockholder (or a reliable reproduction of the writing) delivered to the Corporation prior to the making of such nomination or proposal at such meeting (and in any event not fewer than five business days before the meeting) stating that such person is authorized to act for such stockholder as proxy at the meeting of stockholders.

(ii) For purposes of this ‎Section 2.10, the “close of business” shall mean 6:00 p.m. local time at the principal executive offices of the Corporation on any calendar day, whether or not the day is a business day, and a “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or a comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act. For purposes of clause ‎(a)‎(ii)‎(D)‎(1) of this ‎Section 2.10, shares shall be treated as “beneficially owned” by a person if the person beneficially owns such shares, directly or indirectly, for purposes of Section 13(d) of the Exchange Act and Regulations 13D and 13G thereunder or has or shares pursuant to any agreement, arrangement or understanding (whether or not in writing): (A) the right to acquire such shares (whether such right is exercisable immediately or only after the passage of time or the fulfillment of a condition or both); (B) the right to vote such shares, alone or in concert with others; and/or (C) investment power with respect to such shares, including the power to dispose of, or to direct the disposition of, such shares.

(iii) Nothing in this ‎Section 2.10 shall be deemed to affect any rights of the holders of any series of Preferred Stock to elect directors pursuant to any applicable provisions of the Certificate of Incorporation (including any Preferred Stock Designation).

Section 2.11 Action by Written Consent. Prior to the Trigger Date, any action required or permitted to be taken at any annual or special meeting of the stockholders of the Corporation may be taken upon a vote of the stockholders at an annual or special meeting duly called or may be taken without a meeting, without prior notice and without a vote by stockholder consent in accordance with the DGCL. From and after the Trigger Date, any action required or permitted to be taken at any annual or special meeting of the stockholders of the Corporation may be taken only at an annual or special meeting of stockholders duly called and may not be taken by consent of the stockholders in lieu of such a meeting. Notwithstanding the foregoing, any action required or permitted to be taken by the holders of Preferred Stock, voting separately as a series or separately as a class with one or more other such series, may be taken without a meeting, without prior notice and without a vote, to the extent expressly so provided by the applicable Preferred Stock Designation relating to such series of Preferred Stock.

Section 2.12 Inspectors of Election. Before any meeting of stockholders, the Corporation may, and shall if required by law, appoint one or more inspectors of election to act at the meeting and make a written report thereof. Inspectors may be employees of the Corporation. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the chairperson of the meeting may, and shall if required by law, appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. Inspectors need not be stockholders. No director or nominee for the office of director at an election shall be appointed as an inspector at such election.

Such inspectors shall:

(a) determine the number of shares outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, and the validity of proxies and ballots;

(b) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors;

(d) certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots.

Section 2.13 Meetings by Remote Communications. The Board of Directors may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication in accordance with Section 211(a)(2) of the DGCL. If authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication: (a) participate in a meeting of stockholders; and (b) be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that: (i) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder; (ii) the Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and (iii) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.

Section 2.14 Delivery to the Corporation. Whenever this ‎Article II requires one or more persons (including a record or beneficial owner of stock) to deliver a document or information (other than a document authorizing another person to act for a stockholder by proxy at a meeting of stockholders pursuant to Section 212 of the DGCL) to the Corporation or any officer, employee or agent thereof (including any notice, request, questionnaire, revocation, representation, or other document or agreement), the Corporation shall not be required to accept delivery of such document or information unless the document or information is in writing exclusively (and not in an electronic transmission) and delivered exclusively by hand (including, without limitation, overnight courier service) or by certified or registered mail, return receipt requested. For the avoidance of doubt, the Corporation expressly opts out of Section 116 of the DGCL with respect to the delivery of information and documents (other than a document authorizing another person to act for a stockholder by proxy at a meeting of stockholders pursuant to Section 212 of the DGCL) to the Corporation required by this ‎Article II.

Article III
DIRECTORS

Section 3.1 Powers. Except as otherwise required by the DGCL or as provided in the Certificate of Incorporation (including any Preferred Stock Designation), the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authorities these Bylaws expressly confer upon it, subject to the terms of the Stockholder’s Agreement, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or the Certificate of Incorporation (including any Preferred Stock Designation) required to be exercised or done by the stockholders.

Section 3.2 Number, Term of Office and Election. Except as otherwise provided for or fixed pursuant to the Certificate of Incorporation (including any Preferred Stock Designation) and subject to the applicable terms of the Stockholder’s Agreement, the Board of Directors shall consist of not fewer than three nor more than 15 directors, the exact number to be determined from time to time solely by resolution of the Board of Directors. At any meeting of stockholders at which directors are to be elected, directors shall be elected by a plurality of the votes cast, and the term of each director so elected shall be as set forth in the Certificate of Incorporation. Directors need not be stockholders unless so required by the Certificate of Incorporation (including any Preferred Stock Designation) or these Bylaws, wherein other qualifications for directors may be prescribed.

Section 3.3 Vacancies and Newly Created Directorships. Subject to the rights of the holders of any outstanding series of Preferred Stock, and unless otherwise required by law or provided for or fixed pursuant to the Certificate of Incorporation, newly created directorships resulting from any increase in the authorized number of directors and any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled only in the manner provided in and to the extent permitted under the Certificate of Incorporation and the Stockholder’s Agreement.

Section 3.4 Resignations and Removal.

(a) Any director may resign at any time upon notice given in writing or by electronic transmission to the Board of Directors, the Chairperson or the Secretary. Such resignation shall take effect upon delivery, unless the resignation specifies a later effective date or time or an effective date or time determined upon the happening of an event or events. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

(b) Directors of the Corporation may be removed from office only in the manner provided in and to the extent permitted in the Certificate of Incorporation and the Stockholder’s Agreement.

Section 3.5 Regular Meetings. Regular meetings of the Board of Directors shall be held at such place or places, within or without the State of Delaware, on such date or dates and at such time or times, as shall have been established by the Board of Directors and publicized among all directors. A notice of each regular meeting shall not be required.

Section 3.6 Special Meetings. Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the Chairperson, the Chief Executive Officer (if separate) or a majority of the directors then in office. The person or persons authorized to call special meetings of the Board of Directors may fix the place, within or without the State of Delaware, date and time of such meetings. Notice of each such meeting shall be given to each director, if by mail, addressed to such director at his or her residence or usual place of business, at least five days before the day on which such meeting is to be held, or shall be sent to such director by electronic transmission, or be delivered personally or by telephone, in each case at least 24 hours prior to the time set for such meeting. A notice of special meeting need not state the purpose of such meeting, and, unless indicated in the notice thereof, any and all business may be transacted at a special meeting.

Section 3.7 Remote Participation in Meetings. Members of the Board of Directors, or of any committee thereof, may participate in a meeting of such Board of Directors or committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

Section 3.8 Quorum and Voting. Except as otherwise required by law, the Certificate of Incorporation or these Bylaws, a majority of the total number of directors then authorized shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, and the vote of a majority of the directors present at a duly held meeting at which a quorum is present shall be the act of the Board of Directors. The chairperson of the meeting or a majority of the directors present may adjourn the meeting to another time and place whether or not a quorum is present. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.

Section 3.9 Board of Directors Action by Written Consent Without a Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or any committee thereof, may be taken without a meeting, provided that all members of the Board of Directors or committee, as the case may be, consent in writing or by electronic transmission to such action. After an action is taken, the consent or consents relating thereto shall be filed with the minutes or proceedings of the Board of Directors or committee in the same paper or electronic form as the minutes are maintained. Any person (whether or not then a director) may provide, whether through instruction to an agent or otherwise, that a consent to action shall be effective at a future time (including a time determined upon the happening of an event), no later than 60 days after such instruction is given or such provision is made and such consent shall be deemed to have been given at such effective time so long as such person is then a director and did not revoke the consent prior to such time. Any such consent shall be revocable prior to its becoming effective.

Section 3.10 Chairperson of the Board of Directors. The Chairperson shall preside at meetings of stockholders (or, in his or her absence, the Chief Executive Officer (if the Chief Executive Officer is a director and is not also the Chairperson) or, in his or her absence, another person designated by the Board of Directors) and shall perform such other duties as the Board of Directors may from time to time determine. If the Chairperson is not present at a meeting of the Board of Directors, the Chief Executive Officer (if the Chief Executive Officer is a director and is not also the Chairperson) shall preside at such meeting or, in his or her absence, another director chosen in accordance with the Corporation’s Principles of Corporate Governance, as the same may be amended and/or restated from time to time, or by the Board of Directors shall preside.

Section 3.11 Rules and Regulations. The Board of Directors shall adopt such rules and regulations not inconsistent with the provisions of law, the Certificate of Incorporation, these Bylaws or the Stockholder’s Agreement for the conduct of its meetings and management of the affairs of the Corporation as the Board of Directors shall deem proper.

Section 3.12 Fees and Compensation of Directors. Unless otherwise restricted by the Certificate of Incorporation, directors may receive such compensation, if any, for their services on the Board of Directors and its committees, and such reimbursement of expenses, as may be fixed or determined by resolution of the Board of Directors.

Section 3.13 Emergency Bylaws. This ‎Section 3.13 shall be operative during any emergency condition as contemplated by Section 110 of the DGCL (an “Emergency”), notwithstanding any different or conflicting provisions in these Bylaws, the Certificate of Incorporation or the DGCL. In the event of any Emergency, or other similar emergency condition, the director or directors in attendance at a meeting of the Board of Directors or a standing committee thereof shall constitute a quorum. Such director or directors in attendance may further take action to appoint one or more of themselves or other directors to membership on any standing or temporary committees of the Board of Directors as they shall deem necessary and appropriate. Except as the Board of Directors may otherwise determine, during any Emergency, the Corporation and its directors and officers, may exercise any authority and take any action or measure contemplated by Section 110 of the DGCL.

Article IV
COMMITTEES

Section 4.1 Committees of the Board of Directors. The Board of Directors may designate one or more committees, each such committee to consist of one or more of the directors of the Corporation, subject to the terms of the Stockholder’s Agreement. Subject to the terms of the Stockholder’s Agreement, the Board of Directors may designate one or more directors as alternate members of any committee to replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent permitted by law and provided in the resolution of the Board of Directors establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (a) approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval; or (b) adopting, amending or repealing any bylaw of the Corporation. All committees of the Board of Directors shall keep minutes of their meetings and shall report their proceedings to the Board of Directors when requested or required by the Board of Directors.

Section 4.2 Meetings and Action of Committees. Unless the Board of Directors provides otherwise by resolution, any committee of the Board of Directors may adopt, alter and repeal such rules and regulations not inconsistent with the provisions of law, the Certificate of Incorporation or these Bylaws for the conduct of its meetings as such committee may deem proper. A majority of the directors then serving on a committee shall constitute a quorum for the transaction of business by the committee except as otherwise required by law, the Certificate of Incorporation or these Bylaws, and except as otherwise provided in a resolution of the Board of Directors; provided, however, that in no case shall a quorum be less than one-third of the directors then serving on the committee. Unless the Certificate of Incorporation, these Bylaws or a resolution of the Board of Directors requires a greater number, the vote of a majority of the members of a committee present at a meeting at which a quorum is present shall be the act of the committee.

Article V
OFFICERS

Section 5.1 Officers. The officers of the Corporation shall consist of a Chief Executive Officer and a Secretary. The Board of Directors, in its sole discretion, may also elect one or more Presidents, Chief Operating Officers, Chief Financial Officers, General Counsel, Treasurers, Controllers, Assistant Secretaries, Assistant Treasurers (or, in each case, officers with similar or equivalent titles) and such other officers as the Board of Directors may from time to time determine, each to have such authority, functions or duties as set forth in these Bylaws or as determined by the Board of Directors or, to the extent not so provided, as such duties generally pertain to their respective offices, subject to the control of the Board of Directors. Except as otherwise provided under these Bylaws, each officer shall be elected by the Board of Directors and shall hold office for such term as may be prescribed by the Board of Directors and until such person’s successor shall have been duly elected and qualified, or until such person’s earlier death, disqualification, resignation or removal. Any number of offices may be held by the same person. The Board of Directors may determine to leave any office vacant.

Section 5.2 Compensation. The salaries of the officers of the Corporation and the manner and time of the payment of such salaries shall be fixed and determined by the Board of Directors or by a duly authorized officer and may be altered by the Board of Directors or by a duly authorized officer from time to time as it deems appropriate, subject to the rights, if any, of such officers under any contract of employment.

Section 5.3 Removal, Resignation and Vacancies. Subject to the terms of the Stockholder’s Agreement, any officer of the Corporation may be removed, with or without cause, by the Board of Directors or by a duly authorized officer, without prejudice to the rights, if any, of such officer under any contract to which he or she is a party. Any officer may resign at any time upon notice given in writing or by electronic transmission to the Corporation, without prejudice to the rights, if any, of the Corporation under any contract to which such officer is a party. Subject to the terms of the Stockholder’s Agreement, if any vacancy occurs in any office of the Corporation, the Board of Directors or a duly authorized officer may elect a successor to fill such vacancy for the remainder of the unexpired term and until a successor shall have been duly elected and qualified.

Section 5.4 Chief Executive Officer. The Chief Executive Officer shall have general supervision and direction of the business and affairs of the Corporation, shall be responsible for corporate policy and strategy, and shall report directly to the Board of Directors. Unless otherwise provided in these Bylaws or determined by the Board of Directors, all other officers of the Corporation shall report directly to the Chief Executive Officer or as otherwise determined by the Chief Executive Officer. The Chief Executive Officer (if he or she is not also the Chairperson) shall, if present and in the absence of the Chairperson, preside at meetings of the stockholders.

Section 5.5 President. Unless otherwise determined by the Board of Directors, the Chief Executive Officer shall also be the President. The President shall have such powers and perform such duties as are incident to the office of President. The President shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as the Board of Directors or the Chief Executive Officer may from time to time determine.

Section 5.6 Chief Financial Officer. The Chief Financial Officer shall exercise all the powers and perform the duties of the office of the Chief Financial Officer and in general have overall supervision of the financial operations of the Corporation. The Chief Financial Officer shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as the Board of Directors, the Chief Executive Officer or the President may from time to time determine.

Section 5.7 Chief Operating Officer. The Chief Operating Officer shall have general responsibility for the management and control of the operations of the Corporation. The Chief Operating Officer shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as the Board of Directors, the Chief Executive Officer or the President may from time to time determine.

Section 5.8 General Counsel. The General Counsel shall be the chief consultant of the Corporation on legal matters and shall have such powers and perform such duties as are incident to the office of General Counsel. The General Counsel shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as the Board of Directors, the Chief Executive Officer or the President may from time to time determine.

Section 5.9 Treasurer. The Treasurer shall supervise and be responsible for all the funds and securities of the Corporation, the deposit of all monies and other valuables to the credit of the Corporation in depositories of the Corporation, borrowings and compliance with the provisions of all indentures, agreements and instruments governing such borrowings to which the Corporation is a party, the disbursement of funds of the Corporation and the investment of its funds, and in general shall perform all of the duties incident to the office of the Treasurer. The Treasurer shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as the Board of Directors, the Chief Executive Officer, the President or the Chief Financial Officer may from time to time determine.

Section 5.10 Controller. Unless otherwise determined by the Board of Directors, the Controller shall be the chief accounting officer of the Corporation. The Controller shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, the President or the Treasurer may from time to time determine.

Section 5.11 Secretary. Unless otherwise determined by the Board of Directors, the General Counsel shall be the Secretary of the Corporation. The Secretary shall keep in safe custody the seal of the Corporation and affix it to any instrument when authorized by the Board of Directors, and shall perform all other duties incident to the office of Secretary and such other duties as may be prescribed by the Board of Directors, the Chief Executive Officer or the President. The Secretary (or in such officer’s absence, an Assistant Secretary or his or her designee, but if neither is present, another person selected by the chairperson for the meeting) shall have the duty to record the proceedings of the meetings of stockholders, the Board of Directors and of the committees of the Board of Directors in a book to be kept for that purpose.

Section 5.12 Additional Matters. The Corporation (including, for the avoidance of doubt, the Chief Executive Officer and any other duly authorized officer) shall have the authority to designate employees of the Corporation to have the title of Executive Vice President (or equivalent), Senior Vice President (or equivalent), Vice President (or equivalent), Assistant Vice President (or equivalent), Assistant Treasurer (or equivalent), Assistant Secretary (or equivalent) and other similar titles or other titles at or below the level of Executive Vice President. Any employee so designated shall have the powers and duties determined by Board of Directors or the duly authorized officer making such designation. The persons upon whom such titles are conferred shall not be deemed officers of the Corporation unless (a) elected by the Board of Directors or (b) the officer making such a designation has specific delegation of authority to do so from the Board of Directors and such officer specifically designates any such individual as an officer of the Corporation for purposes of these Bylaws. A vacancy occurring in any such office may be filled in the same manner as provided for the election or appointment to such office.

Section 5.13 Checks; Drafts; Evidences of Indebtedness. From time to time, the Board of Directors shall determine the method, and designate (or authorize officers of the Corporation to designate) the person or persons who shall have authority, to sign or endorse all checks, drafts, other orders for payment of money and notes, bonds, debentures or other evidences of indebtedness that are issued in the name of or payable by the Corporation, and only the persons so authorized shall sign or endorse such instruments.

Section 5.14 Corporate Contracts and Instruments; How Executed. Except as otherwise provided in these Bylaws, the Board of Directors may determine the method, and designate (or authorize officers of the Corporation to designate) the person or persons who shall have authority to enter into any contract or execute any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances. Unless so authorized, or within the power incident to a person’s office or other position with the Corporation, no person shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

Section 5.15 Signature Authority. Unless otherwise determined by the Board of Directors or otherwise provided by law or these Bylaws, contracts, evidences of indebtedness and other instruments or documents of the Corporation may be executed, signed or endorsed: (i) by the Chief Executive Officer, the President or the Chief Operating Officer; or (ii) by the Chief Financial Officer, the General Counsel, the Treasurer, the Secretary or the Controller, in each case only with regard to such instruments or documents that pertain to or relate to such person’s duties or business functions.

Section 5.16 Action with Respect to Securities of Other Corporations or Entities. The Chief Executive Officer or any other officer of the Corporation authorized by the Board of Directors or the Chief Executive Officer is authorized to vote, represent, and exercise on behalf of the Corporation all rights incident to any and all shares or other equity interests of any other corporation or entity or corporations or entities, standing in the name of the Corporation. The authority herein granted may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by the person having such authority.

Section 5.17 Delegation. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding the foregoing provisions of this ‎Article V.

Article VI
INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 6.1 Right to Indemnification.

(a) Each person who was or is a party or is threatened to be made a party to, or was or is otherwise involved in, any action, suit, arbitration, alternative dispute resolution mechanism, investigation, inquiry, judicial, administrative or legislative hearing, or any other threatened, pending or completed proceeding, whether brought by or in the right of the Corporation or otherwise, including any and all appeals, whether of a civil, criminal, administrative, legislative, investigative or other nature (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or an officer (as defined below) of the Corporation or while a director or officer of the Corporation is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), or by reason of anything done or not done by him or her in any such capacity, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended, against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes, penalties and amounts paid in settlement by or on behalf of the indemnitee) actually and reasonably incurred by such indemnitee in connection therewith, all on the terms and conditions set forth in these Bylaws. Notwithstanding anything in this ‎Article VI to the contrary, (i) except as otherwise required by law or by ‎Section 6.3, no indemnification shall be paid to any such indemnitee with respect to any proceeding brought by or in the right of the Corporation against the indemnitee that is authorized or ratified by the Board of Directors of the Corporation, unless the Board of Directors otherwise determines that indemnification is appropriate; and (ii) except as otherwise required by law or provided in ‎Section 6.4 with respect to suits to enforce rights under this ‎Article VI, the Corporation shall indemnify any such indemnitee in connection with a proceeding, or part thereof, voluntarily initiated by such indemnitee (including claims and counterclaims, whether such counterclaims are asserted by such indemnitee or the Corporation in a proceeding initiated by such indemnitee) only if such proceeding, or part thereof, was authorized or ratified by the Board of Directors or the Board of Directors otherwise determines that indemnification is appropriate.

(b) To receive indemnification under this ‎Article VI, an indemnitee shall submit a written request to the Secretary. Such request shall include documentation or information that is necessary to determine the entitlement of the indemnitee to indemnification and that is reasonably available to the indemnitee. Upon receipt by the Secretary of such a written request, unless indemnification is required by ‎Section 6.3, the entitlement of the indemnitee to indemnification shall be determined by the following person or persons who shall be empowered to make such determination, as selected by the Board of Directors (except with respect to clause (v) of this ‎Section 6.1(b)): (i) the Board of Directors by a majority vote of the directors who are not parties to such proceeding, whether or not such majority constitutes a quorum; (ii) a committee of such directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (iii) if there are no such directors, or if such directors so direct, by independent legal counsel selected by the Corporation in a written opinion to the Board of Directors, a copy of which shall be delivered to the indemnitee; (iv) the stockholders of the Corporation; or (v) in the event that a change of control (as defined below) has occurred, by independent legal counsel (to be mutually agreed upon by the Corporation and the indemnitee, with such agreement not to be unreasonably withheld) in a written opinion to the Board of Directors, a copy of which shall be delivered to the indemnitee. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Corporation not later than 60 days after receipt by the Secretary of a written request for indemnification. For purposes of this ‎Section 6.1(b), a “change of control” will be deemed to have occurred if, with respect to any particular 24-month period, the individuals who, at the beginning of such 24-month period, constituted the Board of Directors (the “incumbent board”), cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director subsequent to the beginning of such 24-month period whose election, or nomination for election by the stockholders of the Corporation, was approved by a vote of at least a majority of the directors then comprising the incumbent board shall be considered as though such individual were a member of the incumbent board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board of Directors. For the avoidance of doubt, a “change of control” for purposes of this ‎Article VI shall not include the initial public offering of the Class A common stock, par value $0.001 per share, of the Corporation or the actions or transactions contemplated to effect any such transaction. Furthermore, any reference to an officer of the Corporation in this ‎Article VI shall be deemed to refer exclusively to the Chief Executive Officer and Secretary and any President, Chief Financial Officer, Chief Operating Officer, General Counsel, Treasurer, Controller, Assistant Secretary, Assistant Treasurer or other officer of the Corporation appointed by the Board of Directors pursuant to ‎Section 5.1 or otherwise specifically appointed as “officer” for purposes of these Bylaws pursuant to the delegated authority under ‎Section 5.12, and any reference to an officer of any other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body of such other enterprise pursuant to the certificate of incorporation and bylaws (or equivalent organizational documents) of such other enterprise. The fact that any person who is or was an employee of the Corporation or an employee of any other enterprise has been given or has used the title of “Vice President” or any other title that could be construed to suggest or imply that such person is or may be an officer of the Corporation or of such other enterprise shall not, by itself, result in such person being constituted as, or being deemed to be, an officer of the Corporation or of such other enterprise for purposes of this ‎Article VI.

Section 6.2 Right to Advancement of Expenses.

(a) In addition to the right to indemnification conferred in ‎Section 6.1, an indemnitee shall, to the fullest extent permitted by law, also have the right to be paid by the Corporation the expenses (including attorneys’ fees) incurred in defending any proceeding in advance of its final disposition (hereinafter an “advancement of expenses”), other than a proceeding brought by or in the right of the Corporation against the indemnitee that is authorized or ratified by the Board of Directors; provided, however, that an advancement of expenses shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this ‎Article VI or otherwise.

(b) If an indemnitee intends to seek advancement of expenses under this ‎Section 6.2 in connection with a proceeding, then the indemnitee shall submit a written request to the Secretary, which shall include or be accompanied by the undertaking required by ‎Section 6.2(a). For the avoidance of doubt, a single undertaking by an indemnitee pursuant to this Section 6.2 may cover all funds advanced from time to time in respect of a proceeding. Advancement of expenses shall be made within 20 days after the receipt by the Secretary of a statement or statements reasonably evidencing the expenses incurred. Upon request by an indemnitee, the Corporation may provide the indemnitee with assistance in securing counsel that is reasonably satisfactory to the indemnitee and the Corporation.

Section 6.3 Indemnification for Successful Defense. Notwithstanding any limitations set forth in ‎Section 6.1 above, to the extent that an indemnitee has been successful on the merits or otherwise in defense of any proceeding (or in defense of any claim, issue or matter therein), such indemnitee shall be indemnified under this ‎Section 6.3 against expenses (including attorneys’ fees) actually and reasonably incurred in connection with such defense. Indemnification under this ‎Section 6.3 shall not be subject to satisfaction of a standard of conduct, and the Corporation may not assert the failure to satisfy a standard of conduct as a basis to deny indemnification or recover amounts advanced, including in a suit brought pursuant to ‎Section 6.4 (notwithstanding anything to the contrary therein); provided, however, that, any indemnitee who is not a current or former director or officer (as such term is defined in the final sentence of Section 145(c)(1) of the DGCL) shall be entitled to indemnification under ‎‎Section 6.1 and this ‎ ‎Section 6.3 only if such indemnitee has satisfied the standard of conduct required for indemnification under Section 145(a) or Section 145(b) of the DGCL.

Section 6.4 Right of Indemnitee to Bring Suit. If a determination is made that the indemnitee is not entitled to indemnification or if payment is not timely made following a determination of entitlement to indemnification pursuant to ‎Section 6.1(b), or, if a request for indemnification under ‎Section 6.3 is not paid in full by the Corporation within 60 days after a written request has been received by the Secretary, or if an advancement of expenses is not timely made under ‎Section 6.2(b), then the indemnitee may at any time thereafter bring suit against the Corporation in a court of competent jurisdiction in the State of Delaware seeking an adjudication of entitlement to such indemnification or advancement of expenses. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit to the fullest extent permitted by law. In any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that the indemnitee has not met any applicable standard of conduct for indemnification set forth in Section 145(a) or Section 145(b) of the DGCL. Further, in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that the indemnitee has not met any applicable standard of conduct for indemnification set forth in Section 145(a) or Section 145(b) of the DGCL. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under applicable law, this ‎Article VI or otherwise shall be on the Corporation.

Section 6.5 Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this ‎Article VI shall not be exclusive of any other right which any person may have or hereafter acquire under any law, agreement (including any partnership agreement, indemnification or limited liability company agreement), vote of stockholders or disinterested directors, provisions of an entity’s organizational documents (including the Corporation’s), or otherwise. Further, the Corporation hereby acknowledges that indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or more stockholders that have invested in the Corporation and certain of their affiliates (collectively, the “Principal Stockholder”). The Corporation hereby agrees that, in connection with any proceeding, the Corporation: (i) is the indemnitor of first resort (i.e., its obligations to indemnitee are primary and any obligation of the Principal Stockholder to advance expenses or to provide indemnification for the same expenses or liabilities incurred by indemnitee are secondary); (ii) shall be required to advance the full amount of expenses incurred by indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by these Bylaws (or any other agreement between the Corporation and indemnitee), without regard to any rights indemnitee may have against the Principal Stockholder; and (iii) irrevocably waives, relinquishes and releases the Principal Stockholder from any and all claims against the Principal Stockholder for contribution, subrogation or any other recovery of any kind in respect thereof. The Corporation further agrees that no advancement or payment by the Principal Stockholder on behalf of indemnitee with respect to any claim for which indemnitee has sought indemnification from the Corporation hereunder shall affect the foregoing and that the Principal Stockholder shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of indemnitee against the Corporation. The Corporation and indemnitee agree that the Principal Stockholder is an express third party beneficiary of this ‎Section 6.5.

Section 6.6 Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

Section 6.7 Service at Subsidiaries; Indemnification of Employees and Agents of the Corporation. Any person serving as a director or officer of a subsidiary of the Corporation shall be entitled to the rights to indemnification conferred in this ‎Article VI, and to the advancement of expenses, as defined in ‎Section 6.2, with respect to his or her service at such subsidiary; provided, however, that the advancement of expenses to any person who is not an indemnitee as defined in ‎Section 6.1(a) shall be at the discretion of the Corporation. Any director or officer of a subsidiary is deemed to be serving such subsidiary at the request of the Corporation, and the Corporation is deemed to be requesting such service. This ‎Article VI shall, to the fullest extent permitted by law, supersede any conflicting provisions contained in the corporate governance documents of any other subsidiary of the Corporation. In addition, the Corporation may, to the extent and in the manner permitted by law, and to the extent authorized from time to time, grant rights to indemnification and to the advancement of expenses to individuals with respect to their service as an employee or agent of the Corporation or its subsidiaries.

Section 6.8 Nature of Rights. The rights conferred upon indemnitees in this ‎Article VI shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director or officer and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. Any amendment, alteration or repeal of this ‎Article VI that adversely affects any right of an indemnitee or its successors shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment, alteration or repeal.

Section 6.9 Settlement of Claims. Notwithstanding anything in this ‎Article VI to the contrary, the Corporation shall not be liable to indemnify any indemnitee under this ‎Article VI for any amounts paid in settlement of any proceeding effected without the Corporation’s written consent, which consent shall not be unreasonably withheld.

Section 6.10 Subrogation. In the event of payment under this ‎Article VI, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the indemnitee (excluding insurance obtained on the indemnitee’s own behalf and subject to ‎Section 6.5 above), and the indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Corporation effectively to bring suit to enforce such rights.

Section 6.11 Severability. If any provision or provisions of this ‎Article VI shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law: (a) the validity, legality and enforceability of such provision in any other circumstance and of the remaining provisions of this ‎Article VI (including, without limitation, all portions of any paragraph of this ‎Article VI containing any such provision held to be invalid, illegal or unenforceable, that are not by themselves invalid, illegal or unenforceable) and the application of such provision to other persons or entities or circumstances shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this ‎Article VI (including, without limitation, all portions of any paragraph of this ‎Article VI containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent of the parties that the Corporation provide protection to the indemnitee to the fullest extent set forth in this ‎Article VI.

Article VII
CAPITAL STOCK

Section 7.1 Certificates of Stock. The shares of the Corporation shall be represented by certificates; provided, however, that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Every holder of stock represented by certificates shall be entitled to have a certificate signed by or in the name of the Corporation by any two authorized officers of the Corporation, including, without limitation, (a) the Chief Executive Officer, the President, the Chief Financial Officer, the Chief Operating Officer, the Treasurer, the Controller and the Secretary, and/or (b) an Assistant Treasurer or Assistant Secretary (together with one of the officers listed in clause (a)), certifying the number of shares owned by such holder in the Corporation. Any or all such signatures may be facsimiles or otherwise electronic signatures. In case any officer, transfer agent or registrar who has signed or whose facsimile or electronic signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. Certificates for shares of stock shall note conspicuously that the Corporation is a public benefit corporation formed pursuant to Subchapter XV of the DGCL.

Section 7.2 Special Designation on Certificates. If the Corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the Corporation shall issue to represent such class or series of stock; provided, however, that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the Corporation shall issue to represent such class or series of stock a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Within a reasonable time after the issuance or transfer of uncertificated stock, the registered owner thereof shall be given a notice, in writing or by electronic transmission, containing the information required to be set forth or stated on certificates pursuant to this ‎Section 7.2 or Section 151, 156, 202(a) or 218(a) of the DGCL or with respect to this ‎Section 7.2 and Section 151 of the DGCL a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated stock and the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.

Section 7.3 Transfers of Stock. Transfers of shares of stock of the Corporation shall be made only on the books of the Corporation upon authorization by the registered holder thereof or by such holder’s attorney thereunto authorized by a power of attorney duly executed and filed with the Secretary or a transfer agent for such stock, and if such shares are represented by a certificate, upon surrender of the certificate or certificates for such shares properly endorsed or accompanied by a duly executed stock transfer power and the payment of any taxes thereon; provided, however, that the Corporation shall be entitled to recognize and enforce any lawful restriction on transfer. Transfers may also be made in any manner authorized by the Corporation (or its authorized transfer agent) and permitted by Section 224 of the DGCL.

Section 7.4 Lost Certificates. The Corporation may issue a new share certificate or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate or the owner’s legal representative to give the Corporation a bond (or other adequate security) sufficient to indemnify it against any claim that may be made against it (including any expense or liability) on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares. The Board of Directors may adopt such other provisions and restrictions with reference to lost certificates, not inconsistent with applicable law, as it shall in its discretion deem appropriate.

Section 7.5 Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by law.

Section 7.6 Record Date for Determining Stockholders.

(a) In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjourned meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be more than 60 nor less than 10 days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business (as defined in ‎Section 2.10(c)(ii) above) on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjourned meeting; provided, however, that the Board of Directors may fix a new record date for the determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.

(b) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 60 days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

(c) Unless otherwise restricted by the Certificate of Incorporation (including any Preferred Stock Designation), in order that the Corporation may determine the stockholders entitled to express consent to corporate action without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to express consent to corporate action without a meeting, when no prior action of the Board of Directors is required by law, shall be the first date on which a signed consent setting forth the action taken or proposed to be taken was delivered to the Corporation in accordance with ‎Section 2.11. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to express consent to corporate action without a meeting, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

Section 7.7 Regulations. To the extent permitted by applicable law, the Board of Directors may make such additional rules and regulations as it may deem expedient concerning the issue, transfer and registration of shares of stock of the Corporation.

Section 7.8 Waiver of Notice. Whenever notice is required to be given under any provision of the DGCL or the Certificate of Incorporation or these Bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, the Board of Directors or a committee of the Board of Directors need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the Certificate of Incorporation or these Bylaws.

Article VIII
GENERAL MATTERS

Section 8.1 Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January of each year and end on the last day of December of the same year, or shall extend for such other 12 consecutive months as the Board of Directors may designate.

Section 8.2 Corporate Seal. The Board of Directors may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer, the Secretary or by an Assistant Secretary or Assistant Treasurer.

Section 8.3 Reliance Upon Books, Reports and Records. Each director and each member of any committee designated by the Board of Directors shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors so designated, or by any other person as to matters which such director or committee member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

Section 8.4 Subject to Law and Certificate of Incorporation. All powers, duties and responsibilities provided for in these Bylaws, whether or not explicitly so qualified, are qualified by the Certificate of Incorporation (including any Preferred Stock Designation) and applicable law.

Section 8.5 Electronic Signatures, etc. Except as otherwise required by the Certificate of Incorporation (including as otherwise required by any Preferred Stock Designation) or these Bylaws (including, without limitation, as otherwise required by ‎Section 2.14), any document, including, without limitation, any consent, agreement, certificate or instrument, required by the DGCL, the Certificate of Incorporation (including any Preferred Stock Designation) or these Bylaws to be executed by any officer, director, stockholder, employee or agent of the Corporation may be executed using a facsimile or other form of electronic signature to the fullest extent permitted by applicable law. All other contracts, agreements, certificates or instruments to be executed on behalf of the Corporation may be executed using a facsimile or other form of electronic signature to the fullest extent permitted by applicable law. The terms “electronic mail,” “electronic mail address,” “electronic signature” and “electronic transmission” as used herein shall have the meanings ascribed thereto in the DGCL.

Article IX
AMENDMENTS

Section 9.1 Amendments. In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, but subject to the terms of any series of Preferred Stock then outstanding and the rights granted to the Kaiser Investor pursuant to the Stockholder’s Agreement, the Board of Directors is expressly authorized to adopt, amend or repeal these Bylaws. Except as otherwise provided in the Certificate of Incorporation (including the terms of any Preferred Stock Designation that provides for a greater or lesser vote) or these Bylaws, and in addition to any other vote required by law, (a) prior to the Trigger Date, the affirmative vote of the holders of at least a majority of the voting power of the stock outstanding and entitled to vote thereon, voting together as a single class, shall be required for the stockholders to adopt, amend or repeal, or adopt any provision inconsistent with, any provision of these Bylaws, and (b) from and after the Trigger Date, the affirmative vote of the holders of at least 66⅔% of the voting power of the stock outstanding and entitled to vote thereon, voting together as a single class, shall be required for the stockholders to adopt, amend or repeal, or adopt any provision inconsistent with, any provision of the Bylaws.

The foregoing Amended and Restated Bylaws were adopted by the Board of Directors, effective as of April 18, 2022.

Exhibit 4.1

REGISTRATION RIGHTS AGREEMENT

BY AND AMONG

EXCELERATE ENERGY, Inc.

AND

certain stockholders

DATED AS OF april 18, 2022

This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of April 18, 2022, is made by and among:

i. Excelerate Energy, Inc., a Delaware corporation (together with any predecessor entities, the “Company”);

ii. Excelerate Energy Holdings, LLC, a Delaware limited liability company (“Holdings”);

iii. Maya Maritime LLC, a Marshall Islands limited liability company (“Maya Maritime” and, together with Holdings and their respective Permitted Transferees, the “Holders”).

RECITALS

WHEREAS, the Company, Excelerate Energy Limited Partnership, a Delaware limited partnership (the “Partnership”), and the Holders have effected, or will effect in connection with the closing of the initial public offering (the “IPO”) of the Company’s Class A common stock, par value $0.001 per share (the “Class A Common Stock”), a series of reorganization transactions (collectively, the “Reorganization Transactions”);

WHEREAS, after giving effect to the Reorganization Transactions and upon completion of the IPO, (a) Holdings will Beneficially Own shares of the Company’s Class B common stock, par value $0.001 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”), and Class B interests in the Partnership (“Class B Interests”), which Class B Interests, subject to certain restrictions, are exchangeable from time to time at the option of the Beneficial Owner thereof for shares of Class A Common Stock pursuant to the terms of the Amended and Restated Limited Partnership Agreement of the Partnership (as may be amended from time to time, the “Partnership Agreement”), and (b) Maya Maritime will directly hold shares of Class A Common Stock; and

WHEREAS, the Holders have requested, and the Company has agreed to provide, registration rights with respect to the Registrable Securities (as defined below) as set forth in this agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements of the parties hereto, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Article I

EFFECTIVENESS

1.1 Effectiveness. This Agreement shall become effective upon the Closing.

Article II

DEFINITIONS

2.1 Definitions. As used in this Agreement, the following terms shall have the following meanings:

“Adverse Disclosure” means public disclosure of material non-public information that, in the good faith judgment of the Board of Directors: (i) would be required to be made in any Registration Statement filed with the SEC by the Company so that such Registration Statement, from and after its effective date, does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading when the Company has a bona fide business purpose for preserving such information as confidential; (ii) would reasonably be expected to adversely affect or interfere with any material financing or other material transaction under consideration by the Company; or (iii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement when the Company has a bona fide business purpose for preserving such information as confidential.

“Affiliate” means, with respect to any specified Person, (a) any Person that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person or (b) a Permitted Transferee of such Person. For purposes hereof, (x) the Company, the Partnership and their respective subsidiaries shall not be deemed to be Affiliates of the Holders or any of their respective Affiliates, and (y) neither the George Kaiser Family Foundation, an Oklahoma non-profit corporation, nor Maya Maritime, shall be considered to be an Affiliate of Holdings. As used in this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“Agreement” shall have the meaning set forth in the preamble.

“Beneficial Owner” means, with respect to any security, any Person who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares (a) voting power, which includes the power to vote, or to direct the voting of, such security or (b) investment power, which includes the power to dispose, or to direct the disposition of, such security. The terms “Beneficially Own” and “Beneficial Ownership” shall have correlative meanings.

“Board of Directors” means the board of directors of the Company.

“Business Day” means any calendar day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required to close.

“Class A Common Stock” shall have the meaning set forth in the recitals.

“Class B Common Stock” shall have the meaning set forth in the recitals.

“Class B Interests” shall have the meaning set forth in the recitals.

“Closing” means the closing of the IPO.

“Common Stock” shall have the meaning set forth in the recitals.

“Company” shall have the meaning set forth in the preamble.

“Demand Notice” shall have the meaning set forth in Section ‎3.1(c).

“Demand Registration” shall have the meaning set forth in Section ‎3.1(a)(i).

“Demand Registration Request” shall have the meaning set forth in Section ‎3.1(a)(i).

“Exchange” means the exchange of Class B Interests, together with an equal number of shares of Class B Common Stock, for shares of Class A Common Stock or cash consideration, as applicable, pursuant to the terms of the Partnership Agreement.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor thereto, and the rules and regulations promulgated thereunder.

“FINRA” means the Financial Industry Regulatory Authority.

“Holders” shall have the meaning set forth in the preamble.

“Holdings” shall have the meaning set forth in the preamble.

“IPO” shall have the meaning set forth in the recitals.

“Issuer Free Writing Prospectus” means an issuer free writing prospectus, as defined in Rule 433 under the Securities Act, relating to an offer of the Registrable Securities.

“Loss” shall have the meaning set forth in Section ‎3.9(a).

“Participation Conditions” shall have the meaning set forth Section ‎3.2(b).

“Partnership” shall have the meaning set forth in the recitals.

“Partnership Agreement” shall have the meaning set forth in the recitals.

“Permitted Transferee” means, (a) with respect to Holdings, any Person to whom Holdings has validly transferred Class B Interests in accordance with, and not in contravention of, the Partnership Agreement, and (b) with respect to Maya Maritime, (i) any Affiliate or successor entity of Maya Maritime or (ii) any Person established for the benefit of, and Beneficially Owned solely by, Maya Maritime or the direct or indirect owner(s) of Maya Maritime.

“Person” means and includes an individual, a corporation, a partnership, a limited liability company, a trust, an unincorporated organization, a government or any department or agency thereof, or any entity similar to any of the foregoing.

“Piggyback Notice” shall have the meaning set forth in Section ‎3.3(a).

“Piggyback Registration” shall have the meaning set forth in Section ‎3.3(a).

“Potential Takedown Participant” shall have the meaning set forth in Section ‎3.2(b).

“Pro Rata Portion” means, with respect to each Holder requesting that its shares be registered or sold, a number of such shares equal to the aggregate number of Registrable Securities requested to be registered (excluding any shares to be registered or sold for the account of the Company) multiplied by a fraction, the numerator of which is the aggregate number of Registrable Securities then held by such Holder, and the denominator of which is the aggregate number of Registrable Securities then held by all Holders requesting that their Registrable Securities be registered or sold.

“Prospectus” means (i) the prospectus included in any Registration Statement, all amendments and supplements to such prospectus, including post-effective amendments and supplements, and all other material incorporated by reference in such prospectus, and (ii) any Issuer Free Writing Prospectus.

“Public Offering” means the offer and sale of Registrable Securities for cash pursuant to an effective Registration Statement under the Securities Act (other than a Registration Statement on Form S-4 or Form S-8 or any successor form).

“Registrable Securities” shall mean any Class A Common Stock currently owned or hereafter acquired by a party hereto, including any Class A Common Stock that may be issued in connection with an Exchange. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (w) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such Registration Statement, (x) such securities shall have been transferred pursuant to Rule 144, (y) such Holder is able to immediately sell such securities (including all shares of Class A Common Stock issuable upon Exchange, subject to the limitations on Exchange set forth in the Partnership Agreement) under Rule 144 without any volume or manner of sale restrictions thereunder, as determined in the reasonable opinion of the Company (it being understood that a written opinion of the Company’s outside legal counsel to the effect that such securities may be so offered and sold, and that any restrictive legends on the securities may be removed, shall be conclusive evidence this clause has been satisfied) or (z) such securities shall have ceased to be outstanding.

“Registration” means registration under the Securities Act of the offer and sale of shares of Class A Common Stock under a Registration Statement. The terms “register,” “registered” and “registering” shall have correlative meanings.

“Registration Expenses” shall have the meaning set forth in Section ‎3.8.

“Registration Statement” means any registration statement of the Company filed with, or to be filed with, the SEC under the Securities Act, including the related Prospectus, amendments and supplements to such registration statement, including pre- and post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement other than a registration statement (and related Prospectus) filed on Form S-4 or Form S-8 or any successor forms thereto.

“Reorganization Transactions” shall have the meaning set forth in the recitals.

“Representatives” means, with respect to any Person, any of such Person’s officers, directors, employees, agents, attorneys, accountants, actuaries, consultants, equity financing partners, advisors or other Person associated with, or acting on behalf of, such Person.

“Rule 144” means Rule 144 under the Securities Act (or any successor rule).

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and any successor thereto, and the rules or regulations promulgated thereunder.

“Selling Stockholder Information” shall have the meaning set forth in Section ‎3.9(a).

“Shelf Registration” means any Registration pursuant to Rule 415 under the Securities Act.

“Shelf Registration Request” shall have the meaning set forth in Section ‎3.1(a)(ii).

“Shelf Registration Statement” means a Registration Statement filed with the SEC pursuant to Rule 415 under the Securities Act.

“Shelf Takedown Notice” shall have the meaning set forth in Section ‎3.2(b).

“Shelf Takedown Request” shall have the meaning set forth in Section ‎3.2.

“Stockholder’s Agreement” means the Stockholder’s Agreement, dated the date hereof, by and among (i) the Company and (ii) Holdings.

“Suspension” shall have the meaning set forth in Section ‎3.1(f).

“Trading Day” means a day on which the principal U.S. securities exchange on which the Class A Common Stock is listed or admitted to trading is open for the transaction of business (unless such trading shall have been suspended for the entire day) or, if the Class A Common Stock is not listed or admitted to trading on such an exchange, Trading Day shall mean a Business Day.

“Transfer” means, with respect to any Registrable Security, any interest therein, or any other securities or equity interests relating thereto, a direct or indirect transfer, sale, exchange, assignment, pledge, hypothecation or other encumbrance or other disposition thereof, including the grant of an option or other right, whether directly or indirectly, whether voluntarily, involuntarily, by operation of law, pursuant to judicial process or otherwise. “Transferred” shall have a correlative meaning.

“Underwritten Offering” means an underwritten offering, including any bought deal or block sale to a financial institution conducted as an Underwritten Offering.

“Underwritten Shelf Takedown” means an Underwritten Offering pursuant to an effective Shelf Registration Statement.

“WKSI” means any Securities Act registrant that is a well-known seasoned issuer as defined in Rule 405 under the Securities Act at the most recent eligibility determination date specified in paragraph (2) of that definition.

2.2 Other Interpretive Provisions.

(i) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(ii) The words “hereof,” “herein,” “hereunder” and similar words refer to this Agreement as a whole and not to any particular provision of this Agreement; and any subsection and Section references are to this Agreement unless otherwise specified.

(iii) The term “including” is not limiting and means “including without limitation.”

(iv) The captions and headings of this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

(v) Whenever the context requires, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms.

Article III

REGISTRATION RIGHTS

The Company shall perform and comply, and cause each of its subsidiaries to perform and comply, with such of the following provisions as are applicable to them. Each Holder shall perform and comply with such of the following provisions as are applicable to such Holder.

3.1 Demand Registration.

(a) Request for Demand Registration.

(i) Following the occurrence of the IPO, subject to Section ‎3.4, any Holder shall have the right, for itself or together with one or more other Holders, to make a written request from time to time (a “Demand Registration Request”) to the Company for Registration of all or part of the Registrable Securities held by such Holder (a “Demand Registration”).

(ii) Each Demand Registration Request shall specify (x) the aggregate amount of Registrable Securities proposed to be registered, (y) the intended method or methods of disposition thereof and (z) whether the Demand Registration Request is for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”).

(iii) If a Demand Registration Request is for a Shelf Registration, and the Company is eligible to file a Registration Statement on Form S-3, the Company shall promptly file with the SEC a Shelf Registration Statement on Form S-3 pursuant to Rule 415 under the Securities Act relating to the offer and sale of Registrable Securities by the initiating Holders from time to time in accordance with the methods of distribution elected by such Holders, subject to all applicable provisions of this Agreement.

(iv) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form S-3, the Company shall promptly file with the SEC a Shelf Registration Statement on Form S-1 or any other form that the Company is then permitted to use pursuant to Rule 415 under the Securities Act (or such other Registration Statement as the Board of Directors may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Holders from time to time in accordance with the methods of distribution elected by such Holders.

(v) If on the date of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board of Directors determines it to be appropriate to do so) include an unspecified amount of Registrable Securities to be sold by unspecified Holders; if on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable Securities to be registered.

(b) Limitation on Registrations. The Company shall not be obligated to take any action to effect any Demand Registration if: (i) a Demand Registration or Piggyback Registration was declared effective or an Underwritten Offering was consummated by either the Company or the Holders within the preceding 90 days; (ii) the Company has filed another Registration Statement (other than on Form S-8 or Form S-4 or any successor thereto) that has not yet become effective; (iii) the value of the Registrable Securities proposed to be sold by the initiating Holders is not reasonably expected (in the good faith judgment of the Board of Directors) to yield net proceeds of at least $25 million, in the case of a Shelf Registration on Form S-3, or in the case of an Underwritten Offering, of at least $50 million; provided that, for the purposes of clauses (i) and (ii), any Registration Statement withdrawn pursuant to Section ‎3.1(d) shall not affect the Company’s obligation to effect any Demand Registration.

(c) Demand Notice. Promptly upon receipt of a Demand Registration Request pursuant to Section ‎(a)‎3.1(a) (but in no event more than 10 Business Days thereafter), the Company shall deliver a written notice of the Demand Registration Request to all other Holders offering each such Holder the opportunity to include in the Demand Registration that number of Registrable Securities as the Holder may request in writing (the “Demand Notice”). Subject to Sections ‎3.1(g) and ‎(h), the Company shall include in the Demand Registration all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within five Business Days after the date that the Demand Notice was delivered.

(d) Demand Withdrawal. Each Holder that has requested the inclusion of Registrable Securities in a Registration (other than a Registration in connection with a Public Offering) pursuant to Sections ‎3.1(a) or ‎3.1(c)‎(c) may withdraw all or any portion of its Registrable Securities from that registration at any time prior to the effectiveness of the applicable Registration Statement by delivering written notice to the Company. Upon receipt of a notice or notices withdrawing (i) all of the Registrable Securities included in that Registration Statement by the initiating Holder or (ii) a number of such Registrable Securities so as to cause the expected net proceeds to fall below the applicable threshold set forth in Section ‎3.1(b), the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement.

(e) Effectiveness.

(i) The Company shall use commercially reasonable efforts to cause any Registration Statement filed by it pursuant to this Agreement to become effective as promptly as practicable, subject to all applicable provisions of this Agreement.

(ii) The Company shall use commercially reasonable efforts to keep any Shelf Registration Statement filed on Form S-3 continuously effective under the Securities Act to permit the Prospectus forming a part of it to be usable by Holders until the earlier of: (A) the date as of which all Registrable Securities have been sold pursuant to that Shelf Registration Statement or another Registration Statement filed under the Securities Act (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder); (B) the date as of which no Holder whose Registrable Securities are registered on such Form S-3 holds Registrable Securities; (C) any date reasonably determined by the Board of Directors to be appropriate, excluding any date that is fewer than 180 days after the effectiveness of the Registration Statement; and (D) the third anniversary of the effectiveness of the Registration Statement.

(iii) If the Registration Statement filed is a Shelf Registration Statement on any form other than Form S-3 and such Registration Statement was not filed in connection with an Underwritten Offering, the Company shall use commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until such time as the Company is eligible to file a Shelf Registration Statement on Form S-3 covering the Registrable Securities thereon or such shorter period during which all Registrable Securities included in the Registration Statement have actually been sold.

(iv) If the Registration Statement filed is a Shelf Registration Statement on any form other than Form S-3 and such Registration Statement was filed in connection with an Underwritten Offering, the Company shall use commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act, for a period of at least 180 days after the effective date thereof or such other period as the underwriters for any Underwritten Offering may determine to be appropriate, or such shorter period during which all Registrable Securities included in the Registration Statement have actually been sold; provided that such period shall be extended for a period of time equal to the period the Holders of Registrable Securities may be required to refrain from selling any securities included in the Registration Statement at either the request of the Company or an underwriter of the Company pursuant to the provisions of this Agreement.

(f) Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, the Registration Statement (a “Suspension”); provided, however, that the Company shall use its commercially reasonable efforts to avoid exercising a Suspension (i) for a period exceeding 60 days on any one occasion or (ii) for an aggregate of more than 120 days in any 12-month period. In the case of a Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any Suspension. The Company shall, if necessary, amend or supplement the Prospectus so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend the Registration Statement, if required by the registration form used by the Company for the Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority of Registrable Securities that are included in such Registration Statement.

(g) Priority of Securities Registered Pursuant to Shelf Registrations. If the Board of Directors concludes in good faith that the number of securities requested to be included in a Shelf Registration exceeds the number that can be sold without being likely to have an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be, (x) first, allocated to each Holder that has requested to participate in such Registration an amount equal to the lesser of (i) the number of such Registrable Securities requested to be registered or sold by such Holder and (ii) a number of such shares equal to such Holder’s Pro Rata Portion, and (y) second, and only if all the securities referred to in clause (x) have been included, the number of other securities that, in the opinion of such managing underwriter or underwriters can be sold without having such adverse effect. If a cutback pursuant to this Section ‎3.1(h)‎3.1(g) or Section ‎3.1(h) would cause an applicable dollar threshold set forth in Section ‎3.1(b)(iii) not to be met with respect to the Demand Registration, Section ‎3.1(b)(iii) shall not apply to that Demand Registration.

(h) Priority of Securities in Underwritten Offerings. If the managing underwriter or underwriters of any proposed Underwritten Offering advise the Company in writing that, in its or their opinion, the number of securities requested to be included in the proposed offering exceeds the number that can be sold in that offering without being likely to have an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the number of Registrable Securities to be included shall be, (x) first, allocated to each Holder that has requested to participate in such Underwritten Offering an amount equal to the lesser of (i) the number of such Registrable Securities requested to be registered or sold by such Holder, and (ii) a number of such shares equal to such Holder’s Pro Rata Portion, and (y) second, and only if all securities referred to in clause (x) have been included, the number of other securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect.

(i) Participation in Underwritten Offerings. No Person may participate in any Underwritten Offering hereunder unless that Person agrees to sell the Registrable Securities it desires to have covered by the applicable Registration Statement on the basis provided in any underwriting arrangements in customary form and completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents required under the terms of the underwriting arrangements; provided that no Person shall be required to make representations and warranties other than those related to title and ownership of their shares and as to the accuracy and completeness of statements made in a Registration Statement, prospectus, offering circular, or other document in reliance upon and conformity with written information furnished to the Company or the managing underwriter by such Person.

(j) Resale Rights. In the event that a Holder that is a partnership, limited liability company, trust or similar entity requests to participate in a Registration pursuant to this Section ‎3.1 in connection with a distribution of Registrable Securities to its partners, members or beneficiaries, the Registration shall provide for resale by such partners, members or beneficiaries, if approved by the Board of Directors.

3.2 Shelf Takedowns.

(a) At any time the Company has an effective Shelf Registration Statement with respect to Registrable Securities, a Holder, by notice to the Company specifying the intended method or methods of disposition thereof, may make a written request (a “Shelf Takedown Request”) that the Company effect an Underwritten Shelf Takedown of all or a portion of such Holder’s Registrable Securities that are registered on such Shelf Registration Statement, and as soon as practicable thereafter, the Company shall amend or supplement the Shelf Registration Statement as necessary for such purpose, subject to all applicable provisions of this Agreement.

(b) Promptly upon receipt of a Shelf Takedown Request (but in no event more than two Business Days thereafter (or such shorter period as may be reasonably requested in connection with an underwritten “block trade”)) for any Underwritten Shelf Takedown, the Company shall deliver a notice (a “Shelf Takedown Notice”) to each other Holder with Registrable Securities covered by the applicable Registration Statement, or to all other Holders if such Registration Statement is undesignated (each a “Potential Takedown Participant”). The Shelf Takedown Notice shall offer each such Potential Takedown Participant the opportunity to include in any Underwritten Shelf Takedown such number of Registrable Securities as each such Potential Takedown Participant may request in writing. The Company shall include in the Underwritten Shelf Takedown all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within three Business Days (or such shorter period as may be reasonably requested in connection with an underwritten “block trade”) after the date that the Shelf Takedown Notice has been delivered. Any Potential Takedown Participant’s request to participate in an Underwritten Shelf Takedown shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on the Underwritten Shelf Takedown being completed within 10 Business Days of its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety percent (90%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate (the “Participation Conditions”). Notwithstanding the delivery of any Shelf Takedown Notice, but subject to the Participation Conditions (to the extent applicable), all determinations as to whether to complete any Underwritten Shelf Takedown and as to the timing, manner, price and other terms of any Underwritten Shelf Takedown contemplated by this Section ‎3.2 shall be determined by the initiating Holders.

3.3 Piggyback Registration.

(a) Participation. If the Company at any time proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) a Registration under Sections ‎3.1 or ‎3.2, (ii) a Registration on Form S-4 or Form S-8 or any successor form to such forms, (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries pursuant to any employee stock plan, employee stock purchase plan, or other employee benefit plan arrangement, (iv) a Registration solely for the registration of securities issuable upon the conversion, exchange or exercise of any then-outstanding security of the Company or (v) a Registration relating to a dividend reinvestment plan), then as soon as practicable (but in no event less than 10 Business Days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to all Holders, and such Piggyback Notice shall offer the Holders the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). The Company shall not be required to provide a Piggyback Notice to Holders of any Registrable Securities that are already registered pursuant to an effective registration statement. Subject to Section ‎3.1(b), the Company shall include in such Registration Statement or in such Public Offering as applicable, all such Registrable Securities that are requested to be included therein within five Business Days after the receipt by such Holder of any such notice; provided, however, that if at any time after giving written notice of its intention to register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines for any reason not to register or sell or to delay Registration or the sale of such securities, the Company shall give written notice of such determination to each Holder and, thereupon, (i) in the case of a determination not to register or sell, shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section ‎3.1 or an Underwritten Shelf Takedown, as the case may be, and (ii) in the case of a determination to delay Registration or sale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, shall also be permitted to delay registering or selling any Registrable Securities. Any Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw prior to such Registration the securities being registered in such Piggyback Registration.

(b) Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating Holders in writing that, in its or their opinion, the number of securities that such Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be, (x) first, one hundred percent (100%) of the securities that the Company proposes to sell, (y) second, and only if all the securities referred to in clause (x) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated among the Holders that have requested to participate in such Registration based on an amount equal to the lesser of (i) the number of such Registrable Securities requested to be sold by such Holder, and (ii) a number of such shares equal to such Holder’s Pro Rata Portion, and (z) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

(c) No Effect on Other Registrations. No Registration of Registrable Securities effected pursuant to a request under this Section ‎3.3 shall be deemed to have been effected pursuant to Section ‎3.1 or shall relieve the Company of its obligations under Section ‎3.1.

3.4 Lock-Up Agreements. In connection with each Registration or sale of Registrable Securities pursuant to Sections ‎3.1 or ‎3.3 conducted as an Underwritten Offering, each Holder, to the extent required by the applicable managing underwriter, agrees hereby not to, and agrees to execute and deliver a lock-up agreement with the underwriter(s) of such Public Offering restricting such Holder’s right to, (a) Transfer, directly or indirectly, any equity securities of the Company held by such Holder, or (b) enter into any swap or other arrangement that transfers to another any of the economic consequences of ownership of such securities during the period commencing on the date of the final Prospectus relating to such Public Offering and ending on the date specified by the underwriters (such period not to exceed 90 days plus such additional period as may be requested by the Company or an underwriter due to regulatory restrictions on the publication or other distribution of research reports and analyst recommendations and opinions, if applicable), in each case, excluding transfers pursuant to any carve-outs in the applicable lock-up agreement. The terms of such lock-up agreements shall be negotiated among the Holders, the Company and the underwriters and shall include customary carve-outs from the restrictions on Transfer set forth therein.

3.5 Registration Procedures.

(a) Requirements. In connection with the Company’s obligations under Sections ‎3.1 and ‎3.3, the Company shall use its commercially reasonable efforts to effect such Registration and to permit the sale of such Registrable Securities in accordance with the intended method or methods of distribution thereof as expeditiously as reasonably practicable, and in connection therewith the Company shall use its commercially reasonable efforts to:

(i) as promptly as practicable, prepare the required Registration Statement, including all exhibits and financial statements required under the Securities Act to be filed therewith and Prospectus, and, before filing a Registration Statement or Prospectus or any amendments or supplements thereto, (x) furnish to the underwriters, if any, and to the Holders of the Registrable Securities covered by such Registration Statement, copies of all documents prepared to be filed, which documents shall be subject to the review of such underwriters and such Holders and their respective counsel, (y) make such changes in such documents concerning the Holders prior to the filing thereof as such Holders, or their counsel, may reasonably request and (z) except in the case of a Registration under Section ‎3.3, not file any Registration Statement or Prospectus or amendments or supplements thereto to which participating Holders, in such capacity, or the underwriters, if any, shall reasonably object;

(ii) prepare and file with the SEC such amendments and post-effective amendments to such Registration Statement and supplements to the Prospectus as may be (x) reasonably requested by any participating Holder with Registrable Securities covered by such Registration Statement, (y) reasonably requested by any participating Holder (to the extent such request relates to information relating to such Holder) or (z) necessary to keep such Registration Statement effective for the period of time required by this Agreement, and comply with provisions of the applicable securities laws with respect to the sale or other disposition of all securities covered by such Registration Statement during such period in accordance with the intended method or methods of disposition by the sellers thereof set forth in such Registration Statement;

(iii) notify the participating Holders and the managing underwriter or underwriters, if any, and (if requested) confirm such notice in writing and provide copies of the relevant documents, as soon as reasonably practicable after notice thereof is received by the Company (a) when the applicable Registration Statement or any amendment thereto has been filed or becomes effective, and when the applicable Prospectus or any amendment or supplement thereto has been filed, (b) of any written comments by the SEC, or any request by the SEC or other federal or state governmental authority for amendments or supplements to such Registration Statement or such Prospectus, or for additional information (whether before or after the effective date of the Registration Statement) or any other correspondence with the SEC relating to, or which may affect, the Registration, (c) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final Prospectus or the initiation or threatening of any proceedings for such purposes, (d) if, at any time, the representations and warranties of the Company in any applicable underwriting agreement cease to be true and correct in all material respects and (e) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;

(iv) promptly notify each selling Holder and the managing underwriter or underwriters, if any, when the Company becomes aware of the happening of any event as a result of which the applicable Registration Statement or the Prospectus included in such Registration Statement (as then in effect) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein (in the case of such Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) not misleading, when any Issuer Free Writing Prospectus includes information that may conflict with the information contained in the Registration Statement, or, if for any other reason it shall be necessary during such time period to amend or supplement such Registration Statement or Prospectus in order to comply with the Securities Act and, as promptly as reasonably practicable thereafter, prepare and file with the SEC, and furnish without charge to the selling Holders and the managing underwriter or underwriters, if any, an amendment or supplement to such Registration Statement or Prospectus, which shall correct such misstatement or omission or effect such compliance;

(v) to the extent the Company is eligible under the relevant provisions of Rule 430B under the Securities Act, if the Company files any Shelf Registration Statement, the Company shall include in such Shelf Registration Statement such disclosures as may be required by Rule 430B under the Securities Act (referring to the unnamed selling security holders in a generic manner by identifying the initial offering of the securities to the Holders) in order to ensure that the Holders may be added to such Shelf Registration Statement at a later time through the filing of a Prospectus supplement rather than a post-effective amendment;

(vi) prevent, or obtain the withdrawal of, any stop order or other order or notice preventing or suspending the use of any preliminary or final Prospectus;

(vii) promptly incorporate in a Prospectus supplement, Issuer Free Writing Prospectus or post-effective amendment such information as the managing underwriter or underwriters and the participating Holders agree should be included therein relating to the plan of distribution with respect to such Registrable Securities; and make all required filings of such Prospectus supplement, Issuer Free Writing Prospectus or post-effective amendment as soon as reasonably practicable after being notified of the matters to be incorporated in such Prospectus supplement, Issuer Free Writing Prospectus or post-effective amendment;

(viii) furnish to each selling Holder and each underwriter, if any, without charge, as many conformed copies as such Holder or underwriter may reasonably request of the applicable Registration Statement and any amendment or post-effective amendment or supplement thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);

(ix) deliver to each selling Holder and each underwriter, if any, without charge, as many copies of the applicable Prospectus (including each preliminary Prospectus) and any amendment or supplement thereto and such other documents as such Holder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities by such Holder or underwriter (it being understood that the Company shall consent to the use of such Prospectus or any amendment or supplement thereto by each of the selling Holders and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus or any amendment or supplement thereto);

(x) on or prior to the date on which the applicable Registration Statement becomes effective, use its commercially reasonable efforts to register or qualify, and cooperate with the selling Holders, the managing underwriter or underwriters, if any, and their respective counsel, in connection with the Registration or qualification of such Registrable Securities for offer and sale under the securities or “Blue Sky” laws of each state and other jurisdiction as any such selling Holder or managing underwriter or underwriters, if any, or their respective counsel reasonably request in writing and do any and all other acts or things reasonably necessary or advisable to keep such Registration or qualification in effect for such period as required by Section ‎3.1, as applicable; provided that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to taxation or general service of process in any such jurisdiction where it is not then so subject;

(xi) cooperate with the selling Holders and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters may request prior to any sale of Registrable Securities to the underwriters;

(xii) cause the Registrable Securities covered by the applicable Registration Statement to be registered with or approved by such other U.S. governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter or underwriters, if any, to consummate the disposition of such Registrable Securities;

(xiii) make such representations and warranties to the Holders being registered, and the underwriters or agents, if any, in form, substance and scope as are customarily made by issuers in public offerings similar to the offering then being undertaken;

(xiv) enter into such customary agreements (including underwriting and indemnification agreements) and take all such other actions as the participating Holders or the managing underwriter or underwriters, if any, reasonably request in order to expedite or facilitate the Registration and disposition of such Registrable Securities;

(xv) in the case of an Underwritten Offering, obtain for delivery to the underwriter or underwriters, if any, an opinion or opinions from counsel for the Company dated the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such underwriters and their counsel;

(xvi) in the case of an Underwritten Offering, obtain for delivery to the Company and the managing underwriter or underwriters, with copies to the Holders included in such Registration or sale, a comfort letter from the Company’s independent certified public accountants or independent auditors (and, if necessary, any other independent certified public accountants or independent auditors of any subsidiary of the Company or any business acquired by the Company for which financial statements and financial data are, or are required to be, included in the Registration Statement) in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement;

(xvii) cooperate with each seller of Registrable Securities and each underwriter, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA;

(xviii) comply with all applicable securities laws and, if a Registration Statement was filed, make available to its security holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder;

(xix) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement;

(xx) to cause all Registrable Securities covered by the applicable Registration Statement to be listed on each securities exchange on which any of the Company’s equity securities are then listed or quoted and on each inter-dealer quotation system on which any of the Company’s equity securities are then quoted;

(xxi) make available upon reasonable notice at reasonable times and for reasonable periods for inspection by any underwriter participating in any disposition to be effected pursuant to such Registration Statement and by any attorney, accountant or other agent retained by any such underwriter, all pertinent financial and other records and pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified its financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such Person in connection with such Registration Statement;

(xxii) in the case of an Underwritten Offering, cause the senior executive officers of the Company to participate in the customary “road show” presentations that may be reasonably requested by the managing underwriter or underwriters in any such offering and otherwise to facilitate, cooperate with, and participate in each proposed offering contemplated herein and customary selling efforts related thereto;

(xxiii) take no direct or indirect action prohibited by Regulation M under the Exchange Act; and

(xxiv) take all such other commercially reasonable actions as are necessary or advisable in order to expedite or facilitate the disposition of such Registrable Securities in accordance with the terms of this Agreement.

(b) Company Information Requests. The Company may require each seller of Registrable Securities as to which any Registration or sale is being effected to furnish to the Company such information regarding the distribution of such securities and such other information relating to such Holder and its ownership of Registrable Securities as the Company may from time to time reasonably request in writing and the Company may exclude from such Registration or sale the Registrable Securities of any such Holder who unreasonably fails to furnish such information within a reasonable time after receiving such request. Each Holder agrees to furnish such information to the Company and to cooperate with the Company as reasonably necessary to enable the Company to comply with the provisions of this Agreement.

(c) Discontinuing Registration. Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section ‎3.5(a)(iv), such Holder shall discontinue disposition of Registrable Securities pursuant to such Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section ‎3.5(a)(iv), or until such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus, or any amendments or supplements thereto, and if so directed by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the period during which the applicable Registration Statement is required to be maintained effective shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when each seller of Registrable Securities covered by such Registration Statement either receives the copies of the supplemented or amended Prospectus contemplated by Section ‎3.5(a)(iv) or is advised in writing by the Company that the use of the Prospectus may be resumed.

3.6 Underwritten Offerings.

(a) Shelf and Demand Registrations. If requested by the underwriters for any Underwritten Offering, pursuant to a Registration or sale under Section ‎3.1, the Company shall enter into an underwriting agreement with such underwriters, such agreement to be reasonably satisfactory in substance and form to each of the Company, the participating Holders and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section ‎3.9. The Holders of the Registrable Securities proposed to be distributed by such underwriters shall cooperate with the Company in the negotiation of the underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof, and such Holders shall complete and execute all questionnaires, powers of attorney and other documents reasonably requested by the underwriters and required under the terms of such underwriting arrangements. Any such Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, such Holder’s title to the Registrable Securities, such Holder’s intended method of distribution and any other representations to be made by the Holder as are generally prevailing in agreements of that type, and the aggregate amount of the liability of such Holder under such agreement shall not exceed such Holder’s proceeds from the sale of its Registrable Securities in the offering, net of underwriting discounts and commissions but before expenses.

(b) Piggyback Registrations. If the Company proposes to register or sell any of its securities under the Securities Act as contemplated by Section ‎3.3 and such securities are to be distributed through one or more underwriters, the Company shall, if requested by any Holder pursuant to Section ‎3.3, and subject to the provisions of Section ‎3.3(b), use its commercially reasonable efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration or sale all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration or sale. The Holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and shall complete and execute all questionnaires, powers of attorney and other documents reasonably requested by the underwriters and required under the terms of such underwriting arrangements. Any such Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, such Holder’s title to the Registrable Securities, such Holder’s intended method of distribution and any other representations to be made by the Holder as are generally prevailing in agreements of that type, and the aggregate amount of the liability of such Holder shall not exceed such Holder’s proceeds from the sale of its Registrable Securities in the offering, net of underwriting discounts and commissions but before expenses.

(c) Selection of Underwriters; Selection of Counsel. In the case of an Underwritten Offering under Sections ‎3.1 or ‎3.2, the managing underwriter or underwriters to administer the offering shall be determined by the Holders holding a majority of the Registrable Securities being sold; provided that such underwriter or underwriters shall be reasonably acceptable to the Company.

3.7 No Inconsistent Agreements. Neither the Company nor any of its subsidiaries shall hereafter enter into, and neither the Company nor any of its subsidiaries is currently a party to, any agreement with respect to its securities that is inconsistent with the rights granted to the Holders by this Agreement.

3.8 Registration Expenses. All expenses incident to the Company’s performance of or compliance with this Agreement shall be paid by the Company, including (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with the SEC or FINRA, (ii) all fees and expenses in connection with compliance with any securities or “Blue Sky” laws (including reasonable fees and disbursements of counsel for the underwriters in connection with Blue Sky qualifications of the Registrable Securities), (iii) all printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants or independent auditors of the Company and any subsidiaries of the Company (including the expenses of any special audit and comfort letters required by or incident to such performance), (v) all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system, (vi) all fees and expenses of any special experts or other Persons retained by the Company in connection with any Registration or sale, (vii) all of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties) and (viii) all expenses related to the “road show” for any Underwritten Offering (including the reasonable out-of-pocket expenses of the Holders and underwriters, if so requested). All such expenses are referred to herein as “Registration Expenses.” The Company shall not be required to pay any fees and disbursements to underwriters not customarily paid by the issuers of securities in an offering similar to the applicable offering, including underwriting discounts and commissions and transfer taxes, if any, attributable to the sale of Registrable Securities.

3.9 Indemnification.

(a) Indemnification by the Company. The Company shall indemnify and hold harmless, to the full extent permitted by law, each Holder, each shareholder, member, limited or general partner of such Holder, each shareholder, member, limited or general partner of each such shareholder, member, limited or general partner, each of their respective Affiliates, officers, directors, shareholders, employees, advisors, and agents and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Persons and each of their respective Representatives from and against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and expenses, joint or several (including reasonable costs of investigation and legal expenses) (each, a “Loss” and collectively “Losses”) arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Securities are registered or sold under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading; provided that no selling Holder shall be entitled to indemnification pursuant to this Section ‎3.9(a) in respect of any untrue statement or omission contained in any information relating to such selling Holder furnished in writing by such selling Holder to the Company specifically for inclusion in a Registration Statement and used by the Company in conformity therewith (such information, “Selling Stockholder Information”). This indemnity shall be in addition to any liability the Company may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall survive the Transfer of such securities by such Holder and regardless of any indemnity agreed to in the underwriting agreement that is less favorable to the Holders. The Company shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above (with appropriate modification) with respect to the indemnification of the indemnified parties.

(b) Indemnification by the Selling Holders. Each selling Holder agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors and officers and each Person who controls the Company (within the meaning of the Securities Act or the Exchange Act) from and against any Losses resulting from (i) any untrue statement of a material fact in any Registration Statement under which such Registrable Securities were registered or sold under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or (ii) any omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission is contained in such selling Holder’s Selling Stockholder Information. In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the proceeds from the sale of its Registrable Securities in the offering giving rise to such indemnification obligation, net of underwriting discounts and commissions but before expenses, less any amounts paid by such Holder pursuant to Section ‎3.9(d) and any amounts paid by such Holder as a result of liabilities incurred under the underwriting agreement, if any, related to such sale.

(c) Conduct of Indemnification Proceedings. Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that any delay or failure to so notify the indemnifying party shall relieve the indemnifying party of its obligations hereunder only to the extent, if at all, that it is actually and materially prejudiced by reason of such delay or failure) and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided, however, that any Person entitled to indemnification hereunder shall have the right to select and employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Person unless (w) the indemnifying party has agreed in writing to pay such fees or expenses, (x) the indemnifying party shall have failed to assume the defense of such claim within a reasonable time after receipt of notice of such claim from the Person entitled to indemnification hereunder and employ counsel reasonably satisfactory to such Person, (y) the indemnified party has reasonably concluded (based upon advice of its counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, or (z) in the reasonable judgment of any such Person (based upon advice of its counsel) a conflict of interest may exist between such Person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person). If the indemnifying party assumes the defense, then no indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party. If such defense is not assumed by the indemnifying party, the indemnifying party shall not be subject to any liability for any settlement made without its prior written consent, but such consent may not be unreasonably withheld. It is understood that the indemnifying party or parties shall not, except as specifically set forth in this Section ‎3.9(c), in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements or other charges of more than one separate firm admitted to practice in such jurisdiction at any one time unless (x) the employment of more than one counsel has been authorized in writing by the indemnifying party or parties, (y) an indemnified party has reasonably concluded (based on the advice of counsel) that there may be legal defenses available to it that are different from or in addition to those available to the other indemnified parties or (z) a conflict or potential conflict exists or may exist (based upon advice of counsel to an indemnified party) between such indemnified party and the other indemnified parties, in each of which cases the indemnifying party shall be obligated to pay the reasonable fees and expenses of such additional counsel or counsels.

(d) Contribution. If for any reason the indemnification provided for in Sections ‎3.9(a) and ‎(b) is unavailable to an indemnified party or insufficient in respect of any Losses referred to therein (other than as a result of exceptions or limitations on indemnification contained in Sections ‎3.9(a) and ‎(b)), then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party or parties on the other hand in connection with the acts, statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations. In connection with any Registration Statement filed with the SEC by the Company, the relative fault of the indemnifying party on the one hand and the indemnified party on the other hand shall be determined by reference to, among other things, whether any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just or equitable if contribution pursuant to this Section ‎3.9(d) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in this Section ‎3.9(d). No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The amount paid or payable by an indemnified party as a result of the Losses referred to in Sections ‎3.9(a) and ‎(b) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section ‎3.9(d), in connection with any Registration Statement filed by the Company, a selling Holder shall not be required to contribute any amount in excess of the dollar amount of the proceeds from the sale of its Registrable Securities in the offering giving rise to such contribution obligation, net of underwriting discounts and commissions but before expenses, less any amounts paid by such Holder pursuant to Section ‎3.9(b) and any amounts paid by such Holder as a result of liabilities incurred under the underwriting agreement, if any, related to such sale. If indemnification is available under this Section ‎3.9, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Sections ‎3.9(a) and ‎(b) hereof without regard to the provisions of this Section ‎3.9(d). The remedies provided for in this Section ‎3.9 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

3.10 Rules 144 and 144A and Regulation S. The Company shall file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if the Company is not required to file such reports, it shall, upon the request of any Holder, make publicly available such necessary information for so long as necessary to permit sales that would otherwise be permitted by this Agreement pursuant to Rule 144, Rule 144A or Regulation S under the Securities Act, as such rules may be amended from time to time or any similar rule or regulation hereafter adopted by the SEC), and it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without Registration under the Securities Act in transactions that would otherwise be permitted by this Agreement and within the limitation of the exemptions provided by (i) Rule 144, Rule 144A or Regulation S under the Securities Act, as such rules may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements and, if not, the specifics thereof.

3.11 Existing Registration Statements. Notwithstanding anything herein to the contrary and subject to applicable law and regulation, the Company may satisfy any obligation hereunder to file a Registration Statement or to have a Registration Statement become effective by a specified date by designating, by notice to the Holders, a Registration Statement that previously has been filed with the SEC or become effective, as the case may be, as the relevant Registration Statement for purposes of satisfying such obligation, and all references to any such obligation shall be construed accordingly; provided that such previously filed Registration Statement may be, and is, amended or, subject to applicable securities laws, supplemented to add the number of Registrable Securities, and, to the extent necessary, to identify as selling stockholders those Holders demanding the filing of a Registration Statement pursuant to the terms of this Agreement. To the extent this Agreement refers to the filing or effectiveness of other Registration Statements, by or at a specified time and the Company has, in lieu of then filing such Registration Statements or having such Registration Statements become effective, designated a previously filed or effective Registration Statement as the relevant Registration Statement for such purposes, in accordance with the preceding sentence, such references shall be construed to refer to such designated Registration Statement, as amended or supplemented in the manner contemplated by the immediately preceding sentence.

Article IV

MISCELLANEOUS

4.1 Authority; Effect. Each party hereto represents and warrants to and agrees with each other party that the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized on behalf of such party and do not violate any agreement or other instrument applicable to such party or by which its assets are bound. This Agreement does not, and shall not be construed to, give rise to the creation of a partnership among any of the parties hereto, or to constitute any of such parties members of a joint venture or other association. The Company and its subsidiaries shall be jointly and severally liable for all obligations of each such party pursuant to this Agreement.

4.2 Notices. Any notices, requests, demands and other communications required or permitted in this Agreement shall be effective if in writing and (i) delivered personally, (ii) sent by facsimile or e-mail, or (iii) sent by overnight courier, in each case, addressed as follows:

If to the Company to:

Excelerate Energy, Inc.

2445 Technology Forest Blvd., Level 6

The Woodlands, TX 77381

Telephone: (832) 813-7100

Attention:

E-mail:

with copies (not constituting notice) to:

Gibson, Dunn & Crutcher LLP

811 Main Street, Suite 3000

Houston, TX 77002

Attention: Andrew L. Fabens

Hillary H. Holmes

E-mail: AFabens@gibsondunn.com

HHolmes@gibsondunn.com

and

Frederic Dorwart, Lawyers PLLC

Old City Hall

124 East Fourth Street

Tulsa, OK 74103

Attention: Amanda D. Lovelace

E-mail: alovelace@fdlaw.com

If to a Holder, to the address on file in the Company’s records.

Notice to the holder of record of any Registrable Securities shall be deemed to be notice to the holder of such securities for all purposes hereof.

Unless otherwise specified herein, such notices or other communications shall be deemed effective (i) on the date received, if personally delivered, (ii) on the date received if delivered by facsimile or e-mail on a Business Day, or if not delivered on a Business Day, on the first Business Day thereafter and (iii) two Business Days after being sent by overnight courier. Each of the parties hereto shall be entitled to specify a different address by giving notice as aforesaid to each of the other parties hereto.

4.3 Termination and Effect of Termination. This Agreement shall terminate upon the date on which no Holder holds any Registrable Securities, except for the provisions of Sections ‎3.9 and ‎3.10, which shall survive any such termination. No termination under this Agreement shall relieve any Person of liability for breach or Registration Expenses incurred prior to termination. In the event this Agreement is terminated, each Person entitled to indemnification rights pursuant to Section ‎3.9 hereof shall retain such indemnification rights with respect to any matter that (i) may be an indemnified liability thereunder and (ii) occurred prior to such termination.

4.4 Permitted Transferees. The rights of a Holder hereunder may be assigned (but only with all related obligations as set forth below) in connection with a Transfer of Registrable Securities to a Permitted Transferee of that Holder. Without prejudice to any other or similar conditions imposed hereunder with respect to any such Transfer, no assignment permitted under the terms of this Section ‎4.4 shall be effective unless the Permitted Transferee to which the assignment is being made, if not a Holder, has delivered to the Company a written acknowledgment and agreement in form and substance reasonably satisfactory to the Company that the Permitted Transferee shall be bound by, and shall be a party to, this Agreement. A Permitted Transferee to whom rights are transferred pursuant to this Section ‎4.4 may not again transfer those rights to any other Permitted Transferee, other than as provided in this Section ‎4.4.

4.5 Remedies. The parties to this Agreement shall have all remedies available at law, in equity or otherwise in the event of any breach or violation of this Agreement or any default hereunder. The parties acknowledge and agree that in the event of any breach of this Agreement, in addition to any other remedies that may be available, each of the parties hereto shall be entitled to specific performance of the obligations of the other parties hereto and, in addition, to such other equitable remedies (including preliminary or temporary relief) as may be appropriate in the circumstances. No delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any such delay, omission nor waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.

4.6 Amendments. This Agreement may not be orally amended, modified, extended or terminated, nor shall any oral waiver of any of its terms be effective. This Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company and the Holders of a majority of the Registrable Securities under this Agreement; provided, however, that any amendment, modification, extension or termination that disproportionately and adversely affects any Holder shall require the prior written consent of such Holder. Each such amendment, modification, extension or termination shall be binding upon each party hereto. In addition, each party hereto may waive any right hereunder by an instrument in writing signed by such party.

4.7 Governing Law. This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of Delaware without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

4.8 Consent to Jurisdiction. Each party to this Agreement, by its execution hereof, (i) hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Delaware and the County of New Castle for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof, (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (iii) hereby agrees not to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this Agreement, the court in which such litigation is being heard shall be deemed to be included in clause (i) above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to service of process in any such proceeding in any manner permitted by Delaware law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section ‎4.2 hereof is reasonably calculated to give actual notice.

4.9 WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT SHALL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION ‎4.9 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND SHALL RELY IN ENTERING INTO THIS AGREEMENT. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION ‎4.9 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

4.10 Merger; Binding Effect, Etc. This Agreement constitutes the entire agreement of the parties with respect to its subject matter, supersedes all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter, and shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective heirs, representatives, successors and permitted assigns. Except as otherwise expressly provided herein, no Holder or other party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of the other parties hereto, and any attempted assignment or delegation in violation of the foregoing shall be null and void.

4.11 Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by telecopier, facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart thereof. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement or any document to be signed in connection with this Agreement shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.

4.12 Severability. In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect, such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law. The provisions hereof are severable, and in the event any provision hereof should be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise affect any other provision hereof.

[Signature pages follow.]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first above written.

	Excelerate Energy, Inc.

	By:	/s/ Steven Kobos
		Name: Steven Kobos
		Title: President and Chief Executive Officer

Signature Page to Registration Rights Agreement

	Excelerate Energy Holdings, LLC
	By: Kaiser-Francis Management Company LLC, its manager

	By:	/s/ Don Millican
		Name: Don Millican
		Title: President

Signature Page to Registration Rights Agreement

	Maya Maritime LLC

	By:	/s/ Frederic Dorwart
		Name: Frederic Dorwart
		Title: President

Signature Page to Registration Rights Agreement

Exhibit 4.2

STOCKHOLDER’S AGREEMENT

This STOCKHOLDER’S AGREEMENT (this “Agreement”), dated as of April 18, 2022 is entered into by and among (i) Excelerate Energy, Inc., a Delaware corporation (the “Company”), (ii) Excelerate Energy Limited Partnership, a Delaware limited partnership (the “Partnership”), and (iii) Excelerate Energy Holdings, LLC, a Delaware limited liability company (together with its Permitted Transferees (as defined below) who are assignees pursuant to Section ‎4.9 hereof, the “Kaiser Investor”). Capitalized terms used herein without definition shall have the meanings set forth in Section ‎1.1.

RECITALS

WHEREAS, the Company and the Partnership have entered into an underwriting agreement (a) to issue and sell to the several underwriters named therein shares of Class A common stock, par value $0.001 per share, of the Company (the “Class A Common Stock”) and (b) to make a public offering of those shares of Class A Common Stock ((a) and (b), collectively, the “IPO”); and

WHEREAS, the Company, the Partnership, the Kaiser Investor and certain other Persons have effected, or will effect in connection with the Closing (as defined below), a series of reorganization transactions (collectively, the “Reorganization Transactions”);

WHEREAS, after giving effect to the Reorganization Transactions, the Kaiser Investor, together with its Permitted Transferees, Beneficially Owns or will Beneficially Own shares of the Company’s Class B common stock, par value $0.001 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”), and Class B interests in the Partnership (“Class B Interests”), which Class B Interests, subject to certain restrictions, are exchangeable from time to time at the option of the Beneficial Owner thereof for shares of Class A Common Stock pursuant to the terms of the Amended and Restated Limited Partnership Agreement of the Partnership (as may be amended from time to time, the “Partnership Agreement”); and

WHEREAS, in connection with, and effective upon, the closing of the IPO, the parties hereto have entered into this Agreement to set forth certain understandings among themselves, including with respect to certain corporate governance matters.

AGREEMENTS

Article I
DEFINITIONS

1.1 Certain Definitions. As used in this Agreement, the following terms will have the following meanings:

“Affiliate” means, with respect to any specified Person, (a) any Person that directly or indirectly through one or more intermediaries Controls or is Controlled by, or is under common Control with, such specified Person or (b) a Permitted Transferee of such Person. For purposes hereof, (x) the Company, the Partnership and their respective subsidiaries shall not be deemed to be Affiliates of the Kaiser Investor or any of its Affiliates, and (y) the Foundation shall not be considered to be an Affiliate of the Kaiser Investor.

“Board” means the Board of Directors of the Company.

“Bylaws” means the Company’s amended and restated bylaws, as they may be amended or restated from time to time.

“Certificate of Incorporation” means the Company’s amended and restated certificate of incorporation, as it may be amended and/or restated from time to time.

“Change in Control” shall be deemed to have occurred if or upon:

(a) any Person or any group of Persons acting together which would constitute a “group” for purposes of Section 13(d) of the Exchange Act (other than the Kaiser Investor and its Affiliates), is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then-outstanding voting securities entitled to vote in the election of directors generally;

(b) a merger or consolidation of the Company with any other corporation or other entity and, immediately after the consummation or as a result of such transaction, either (i) the members of the Board immediately prior to the merger or consolidation do not constitute at least a majority of the members of the board of directors of the company surviving the merger, or if the surviving company is a subsidiary, the ultimate parent thereof, or (ii) the voting securities of the Company immediately prior to such merger or consolidation do not continue to represent or are not converted into more than 50% of the combined voting power of the then-outstanding voting securities of the Person resulting from such merger or consolidation, or if the surviving company is a subsidiary, the ultimate parent thereof;

(c) a sale of all or substantially all of the assets of the Company to another Person, other than such sale by the Company of all or substantially all of the Company’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale; or

(d) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company.

Notwithstanding the foregoing, except with respect to clause (b)(i) above, a “Change in Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the stockholders of the Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in, and own substantially all of the shares of, an entity which owns, either directly or through a subsidiary, all or substantially all of the assets of the Company immediately following such transaction or series of transactions.

“Control” (including the terms “Controls,” “Controlled by” and “under common Control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor thereto, and the rules and regulations promulgated thereunder.

“Fair Market Value” means, with respect to property (other than cash), the fair market value of such property as determined in good faith by the Board.

“Foundation” means the George Kaiser Family Foundation together with its Affiliates and subsidaries (including Maya Maritime LLC, a Marshall Islands limited liability company).

“GAAP” means generally accepted accounting principles, as in effect in the United States of America from time to time.

“Necessary Action” means, with respect to a specified result, all actions (to the extent such actions are permitted by applicable law and, in the case of any action by the Company that requires a vote or other action on the part of the Board, to the extent such action is consistent with the fiduciary duties that the Company’s directors have in such capacity) necessary to cause such result, including (a) voting or providing a written consent or proxy with respect to shares of Common Stock or other securities entitled to vote with respect to such specified result, (b) causing the adoption of stockholders’ resolutions and amendments to the organizational documents of the Company or the Partnership, (c) causing members of the Board (to the extent such members were designated by the Person obligated to undertake the Necessary Action) to act (subject to any applicable fiduciary duties) in a certain manner or causing them to be removed in the event they do not act in such a manner, (d) executing agreements and instruments and (e) making or causing to be made, with governmental, administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such result.

“Permitted Transferee” means (a) any Person to whom the Kaiser Investor has validly transferred Class B Interests in accordance with, and not in contravention of, the Partnership Agreement (which shall not include, for the avoidance of doubt, the Foundation) and/or (b) for a period of five years from and after George B. Kaiser’s death, the Foundation; provided, however, that (i) the Permitted Transferee (other than the Foundation) shall agree in a writing in the form attached as Exhibit A hereto to be bound by and to comply with all applicable provisions of this Agreement. For the avoidance of doubt, for a period of five years from and after Mr. Kaiser’s death, all ownership percentages included in Sections ‎2.1 and ‎2.2 below, and all ownership percentages used to determine whether the Trigger Date (as defined in the Certificate of Incorporation) has occurred (if the Trigger Date has not occurred prior to Mr. Kaiser’s death), shall be calculated based on the shares of Common Stock beneficially owned by the Foundation. In addition, for the avoidance of doubt, for these purposes, the Foundation’s beneficial ownership shall be deemed to include, immediately upon Mr. Kaiser’s death, any shares bequeathed to the Foundation pursuant to Mr. Kaiser’s will, testamentary document or otherwise, regardless of when formal legal ownership of such shares is transferred to the Foundation.

“Total Number of Directors” shall mean, at any time of determination, the total number of directors comprising the Board.

1.2 Rules of Construction.

(a) Unless the context requires otherwise: (i) any pronoun used in this Agreement will include the corresponding masculine, feminine or neuter forms; (ii) references to Articles and Sections refer to articles and sections of this Agreement; (iii) the terms “include,” “includes,” “including” and words of like import will be deemed to be followed by the words “without limitation”; (iv) the terms “hereof,” “hereto,” “herein” or “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement; (v) unless the context otherwise requires, the term “or” is not exclusive and will have the inclusive meaning of “and/or”; (vi) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (vii) references to any law or statute will include all rules and regulations promulgated thereunder, and references to any law or statute will be construed as including any legal and statutory provisions consolidating, amending, succeeding or replacing the applicable law or statute; (viii) references to any Person include such Person’s successors and permitted assigns; and (ix) references to “days” are to calendar days unless otherwise indicated.

(b) The headings in this Agreement are for convenience and identification only and are not intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision thereof.

(c) This Agreement will be construed without regard to any presumption or other rule requiring construction against the party that drafted or caused this Agreement to be drafted.

Article II
GOVERNANCE MATTERS

2.1 Board Designees.

(a) In connection and following the closing of the IPO (the “Closing”), the Kaiser Investor shall have the right, but not the obligation, to nominate to the Board a number of designees (“Director Designees”) equal to at least: (i) a majority of the Total Number of Directors, so long as the Kaiser Investor Beneficially Owns 50% or more of the then-outstanding shares of Common Stock; (ii) 40% of the Total Number of Directors, in the event that the Kaiser Investor Beneficially Owns 40% or more, but less than 50%, of the then-outstanding shares of Common Stock; (iii) 30% of the Total Number of Directors, in the event that the Kaiser Investor Beneficially Owns 30% or more, but less than 40%, of the then-outstanding shares of Common Stock; (iv) 20% of the Total Number of Directors, in the event that the Kaiser Investor Beneficially Owns 20% or more, but less than 30%, of the then-outstanding shares of Common Stock; and (v) 10% of the Total Number of Directors, in the event that the Kaiser Investor Beneficially Owns 5% or more, but less than 20%, of the then-outstanding shares of Common Stock. For purposes of calculating the number of Director Designees that the Kaiser Investor is entitled to designate pursuant to the immediately preceding sentence, ownership shall be adjusted for stock splits, combinations, reclassifications and similar transactions, if any, and any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., one and one-quarter of Director Designees shall equate to two Director Designees), and any such calculations shall be made after taking into account any increase or decrease in the Total Number of Directors, if any (subject to the Kaiser Investor’s prior written consent pursuant to Section ‎2.2 below, except as provided in this Section ‎2.1(a) with respect to decreases in ownership of the Kaiser Investor).

(b) As of the Closing, the following four directors shall initially be deemed to be Director Designees: Steven M. Kobos, Henry G. Kleemeier, Don. P. Millican and Robert A. Waldo. If and when the Board shall become classified under the terms of the Certificate of Incorporation, directors then serving on the Board, including any Director Designees, shall be divided into three classes of directors, with each class serving staggered three-year terms in accordance with the Certificate of Incorporation and, unless otherwise requested by the Kaiser Investor, each Director Designee, if any, shall be assigned to a different class (to the extent possible) as requested by the Kaiser Investor.

(c) The Company agrees, to the fullest extent permitted by applicable law (including with respect to fiduciary duties under Delaware law), to use its best efforts and to take, or cause to be taken, all Necessary Action, and, if applicable, the Kaiser Investor agrees to vote its shares, to cause the election of each Director Designee to the Board, which such Necessary Action shall include, without limitation, (i) nominating and recommending each Director Designee to be elected as a director and included in the slate of nominees to be elected or appointed to the Board at the next (and each applicable subsequent) annual or special meeting of stockholders, (ii) recommending that stockholders vote in favor of any such Director Designee, (iii) soliciting proxies or consents in favor of each Director Designee, and (iv) without limiting the foregoing, otherwise using its best efforts to cause such nominees who are Director Designees to be elected to the Board, including providing at least as high a level of support for the election of such nominees as it provides to any other individual standing for election as a director. For the avoidance of doubt, the rights granted to the Kaiser Investor to designate members of the Board are additive to, and not intended to limit in any way, the rights that the Kaiser Investor may have to nominate, elect or remove directors under the Certificate of Incorporation, the Bylaws or the Delaware General Corporation Law.

(d) In the event that the Kaiser Investor has nominated less than the total number of Director Designees that it shall be entitled to nominate pursuant to Section ‎2.1(a), then the Kaiser Investor shall have the right, at any time, to nominate such additional Director Designee(s) to which it is entitled, in which case, the Company and the Board shall take all Necessary Action, and, if applicable, the Kaiser Investor shall vote its shares, to the fullest extent permitted by applicable law (including with respect to fiduciary duties under Delaware law), to (i) enable the Kaiser Investor to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board or otherwise (subject to the Kaiser Investor’s prior written consent pursuant to Section ‎2.2 below), and (ii) designate such additional individuals nominated by the Kaiser Investor to fill such newly created vacancies or to fill any other existing vacancies.

(e) Except as provided in Section ‎2.1(a) with respect to decreases in ownership of the Kaiser Investor, the Kaiser Investor shall have the exclusive right to (i) request the removal of one or more of its Director Designees from the Board in accordance with the Certificate of Incorporation and the Bylaws, and the Company and the Kaiser Investor shall take all Necessary Action, and, if applicable, the Kaiser Investor shall vote its shares, to cause the removal (whether for or without cause) of any such Director Designee at the request of the Kaiser Investor and (ii) designate directors for nomination and election to the Board to fill vacancies (for the remainder of the then-current term) created by reason of death, disability, removal or resignation or otherwise of its Director Designees to the Board, and the Company and the Kaiser Investor shall take all Necessary Action to cause any such vacancies to be filled by replacement directors nominated by the Kaiser Investor as promptly as reasonably practicable.

(f) In the event that the Kaiser Investor shall cease to have the right to designate one or more director(s) pursuant to this Section ‎2.1, the Director Designee(s) selected by the Kaiser Investor shall (i) at the request of a majority of the directors then in office or the Chairman of the Board resign immediately, or the Kaiser Investor shall take all action necessary to remove such Director Designee(s) or (ii) if no such request is made, continue to serve until his or her term expires at the next applicable annual meeting of stockholders of the Company or until his earlier death, resignation, removal, retirement or disqualification. In the event such Director Designee resigns or is removed at the request of a majority of the directors then in office or the Chairman of the Board, the directors remaining in office shall be entitled to decrease the size of the Board to eliminate such vacancy and no consent under Section ‎2.2 shall be required in connection with such decrease.

(g) So long as the Kaiser Investor Beneficially Owns more than 50% of the then-outstanding shares of Common Stock (as adjusted for stock splits, combinations, reclassifications and similar transactions), the Kaiser Investor shall have the right, but not the obligation, to designate, and the Company shall take all Necessary Action, and, if applicable, the Kaiser Investor shall vote its shares, to cause the Board to include at least two Director Designees on each committee of the Board (other than the audit committee), as designated by the Kaiser Investor (subject to any requirements, including independence requirements, for such committee members imposed by applicable law or by the applicable rules of any national securities exchange on which the Class A Common Stock may be listed or traded). So long as the Kaiser Investor Beneficially Owns 20% or more, but less than or equal to 50%, of the then-outstanding shares of Common Stock (as adjusted for stock splits, combinations, reclassifications and similar transactions), the Company shall take all Necessary Action, and, if applicable, the Kaiser Investor shall vote its shares, to cause the Board to include at least one Director Designee on each committee of the Board (other than the audit committee), as designated by the Kaiser Investor (subject to any requirements, including independence requirements, for such committee members imposed by applicable law or by the applicable rules of any national securities exchange on which the Class A Common Stock may be listed or traded).

(h) So long as the Kaiser Investor Beneficially Owns 50% or more of the then-outstanding shares of Common Stock (as adjusted for stock splits, combinations, reclassifications and similar transactions), the Kaiser Investor shall have the right, but not the obligation, to designate, and the Company and the Board, to the fullest extent permitted by applicable law (including with respect to fiduciary duties under Delaware law) shall cause the Board to appoint, the Chairman of the Board. In the event that the Kaiser Investor shall cease to have the right to designate the Chairman of the Board pursuant to this Section ‎2.1, the Chairman of the Board designated by the Kaiser Investor shall (i) at the request of a majority of the directors then in office or the Chairperson of the Nominating and Corporate Governance Committee (or equivalent)resign immediately, or the Kaiser Investor shall take all action necessary to remove such Chairman of the Board or (ii) if no such request is made, continue to serve until his or her successor is elected and appointed or until his earlier death, resignation, removal, retirement or disqualification.

(i) For the avoidance of doubt, unless consented to otherwise in writing by the Kaiser Investor, the Company shall avail itself of all available “controlled company” exceptions to the corporate governance listing standards of any securities exchange on which shares of Class A Common Stock are listed, unless waived in writing by the Kaiser Investor (the “Applicable Stock Exchange”). If the Company ceases to qualify as a “controlled company” for purposes of the Applicable Stock Exchange rules, the Kaiser Investor and the Company shall take whatever action may be reasonably necessary in relation to such party, if any, to cause the Company to comply with the Applicable Stock Exchange rules as then in effect within the timeframe for compliance available under such rules, which may include requiring one or more Director Designee to satisfy the general independence requirements of the Applicable Stock Exchange to the extent needed to reach majority of independent directors on the Board, subject to any applicable transition periods.

(j) So long as the Kaiser Investor has the right to designate Director Designees for nomination and election to the Board under Section ‎‎2.1(a) above, the Kaiser Investor shall have the right (but not obligation) to designate, and the Company shall take all Necessary Action to appoint, two non-voting representatives (the “Observers”) to attend and observe all meetings of the Board and any committees thereof. Until the Observer ceases to serve in such capacity, any such Observer shall, at the same time and in the same manner as provided to the directors of the Board, be entitled to (i) be given notice of all meetings (whether in person, telephonic or otherwise) of the Board, including all committee meetings; (ii) receive copies of all notices, agendas, consents, Board and committee minutes and other materials distributed to the Board and any committees thereof, whether provided to directors in advance or, during or after any meeting, regardless of whether the Observer shall be in attendance at the meeting; and (iii) participate in (but not vote on) all discussions conducted at Board and committee meetings; provided, however, that, for the avoidance, of doubt, the Observer(s) shall (x) not be counted for purposes of determining whether a quorum is present at any meeting of the Board or any committee thereof, (y) not have the right to vote on any matter brought before the Board or any committee thereof or to participate in any action by unanimous written consent in lieu of a meeting of the Board or any committee thereof (and no vote or consent of the Observer shall be required for purposes of determining whether any matter has been approved by the Board or any committee thereof), and (z) not be entitled to any other rights or powers of directors under the Certificate of Incorporation, the Bylaws, the Delaware General Corporation Law, applicable law or any other agreement to which the Company is a party. Notwithstanding any of the foregoing, the Company shall not be obligated to provide the Observer(s) with access to any information, materials or meetings (or portions thereof) if a majority of the members of the Board who are non-Director Designees determine reasonably that the exclusion of the Observer(s) is reasonably necessary to (A) preserve attorney-client privilege or protect highly confidential information or (B) avoid a conflict of interest between the Company and the Kaiser Investor or any of its Affiliates or breach of contractual or other legal obligations. The Observer(s) shall (1) keep all information received pursuant to the rights granted by this Agreement confidential in accordance with Section ‎2.1(k) below and may be required, at the Company’s request, execute an observer agreement and/or confidentiality agreement in the form reasonably acceptable to the Company and the Kaiser Investor and (2) not use such information in any way or for any purpose other than to assist the Kaiser Investor in monitoring, evaluating and managing its investment in the Company. As long as the Kaiser Investor is entitled to appoint the Observers in accordance with this Section ‎2.1(j), the Kaiser Investor shall be entitled to direct the replacement of the Observer(s) for any reason and at any time by delivering notice in writing or by electronic transmission of such replacement to the Company, which such replacement shall take effect at the time specified in such notice.

(k) Except as may be required by applicable law or requested by any applicable governmental entity or authority, each Director Designee and Observer shall agree to maintain the confidentiality of all confidential information and shall not disclose any confidential information to any person or entity and comply with all Company policies applicable to members of the Board generally; provided that (i) any such Director Designee and Observer may disclose confidential information to representatives of the Kaiser Investor who have a reasonable need to know such information solely for the purpose of allowing them to monitor, evaluate and manage their investment in the Company.

(l) For the avoidance of doubt, for so long as any Director Designee serves as a director of the Company, (i) the Company shall take all Necessary Actions, and, if applicable, the Kaiser Investor shall vote its shares, as to cause the Company, to provide each such Director Designee with the rights to exculpation, indemnification and advancement of expenses that are not less favorable to any such Director Designee than those it provides to any other non-employee directors serving on the Board, and (ii) the Company shall reimburse each such Director Designee for his or her reasonable out-of-pocket expenses incurred by him or her in connection with performing his or her duties as a member of the Board (or any committee thereof), including the reasonable out-of-pocket expenses incurred by such person for attending meetings of the Board (or any committee thereof), or in connection with their service, if applicable, on the board or other similar governing body of any subsidiary of the Company (or any committee thereof).

(m) The rights granted pursuant to this Section ‎2.1 are personal to the Kaiser Investor and shall not be exercised by anyone else, other than a Permitted Transferee.

2.2 Consent Rights.

(a) So long as the Kaiser Investor Beneficially Owns at least 15% of the then-outstanding shares of Common Stock (as adjusted for stock splits, combinations, reclassifications and similar transactions), in addition to any vote required by law or the applicable governing documents, the Company shall not take, and shall take all Necessary Action to cause its subsidiaries not to take, directly or indirectly (whether by amendment, merger, consolidation, reorganization or otherwise), any of the following actions without the prior written consent of the Kaiser Investor, which consent may be withheld for any reason or no reason:

(i) liquidation, dissolution or winding up of the Company;

(ii) any material change in the nature of the business or operations of the Company and its subsidiaries, taken as a whole, as of the date of this Agreement;

(iii) authorizing or issuing any equity securities having rights, preferences or privileges superior or senior to the outstanding shares of Class A Common Stock or Class B Common Stock (or any securities convertible or exchangeable therefor pursuant to their terms);

(iv) any increase or decrease in the size of (x) the Board from the initial number of directors set at the time of the IPO (expected to be 6 directors) or (y) any board of a subsidiary of the Company;

(v) adopting or implementing any stockholder rights plan or similar takeover defense measure; and

(vi) amendments to, or modification or repeal of, organizational documents (such as the Certificate of Incorporation and Bylaws or equivalent organizational documents of the Company’s subsidiaries) that adversely affect the Kaiser Investor or its Affiliates.

(b) So long as the Kaiser Investor Beneficially Owns at least 25% of the outstanding shares of Common Stock (as adjusted for stock splits, combinations, reclassifications and similar transactions), in addition to, for the avoidance of doubt, the consent rights set forth in Section ‎2.2(a) above, and any vote required by law or the applicable governing documents, the Company shall not take, and shall take all Necessary Action to cause its subsidiaries not to take, directly or indirectly (whether by amendment, merger, consolidation, reorganization or otherwise), any of the following actions without the prior written consent of the Kaiser Investor, which consent may be withheld for any reason or no reason:

(i) hiring or terminating the Chief Executive Officer of the Company and his or her successors;

(ii) any change in the size of (x) any committee of the Board (as compared to the size approved in connection with the IPO) or (y) any committee of any board of the Company’s subsidiaries;

(iii) forming any new committee of the Board (other than committees formed in connection with the IPO);

(iv) any mergers or other transaction that, if consummated, would constitute a Change in Control or entering into any definitive agreement or series of related agreements that govern any transaction or series of related transactions that, if consummated, would result in a Change in Control;

(v) entering into any agreement providing for the acquisition or divestiture of assets or Persons, in each such case, involving consideration payable or receivable by the Company or any of its subsidiaries in excess of $100 million in the aggregate in any single transaction or series of related transactions during any 12-month period;

(vi) any incurrence by the Company or any of its subsidiaries of indebtedness for borrowed money (including through capital leases, the issuance of debt securities or the guarantee of indebtedness of another Person) in excess of $100 million in the aggregate in any single transaction or series of related transactions during any 12-month period, other than indebtedness incurred under an existing (prior to the closing of the IPO) and previously approved revolving credit facility;

(vii) any issuance or series of related issuances of equity securities by the Company or any of its subsidiaries, other than grants of equity securities under any equity compensation plan, including an employee stock purchase plan, approved by the Board or a committee thereof; and

(viii) any payment or declaration of any dividend or other distribution of any shares of Class A Common Stock or Class B Common Stock or entering into any similar recapitalization transaction the primary purpose of which is to pay a dividend of shares of Class A Common Stock or Class B Common Stock.

Article III
EFFECTIVENESS AND TERMINATION

3.1 Effectiveness. Upon the closing of the IPO, this Agreement will thereupon be deemed to be effective. However, to the extent the closing of the IPO does not occur, the provisions of this Agreement will be without any force or effect.

3.2 Termination. This Agreement will automatically terminate upon the earlier to occur of (a) the Kaiser Investor no longer having the right to designate an individual for nomination to the Board under this Agreement, (b) the delivery of written notice to the Company and the Partnership by the Kaiser Investor effecting the termination of this Agreement and (c) the fifth anniversary of Mr. Kaiser’s death.

Article IV
MISCELLANEOUS

4.1 Notices. All notices, requests, demands and other communications under this Agreement will be in writing and will be personally delivered, sent by nationally recognized overnight courier, mailed by registered or certified mail or be sent by facsimile or electronic mail to such party at the address set forth below (or such other address as will be specified by like notice). Notices will be deemed to have been duly given hereunder if (a) personally delivered, when received, (b) sent by nationally recognized overnight courier, one business day after deposit with the nationally recognized overnight courier, (c) mailed by registered or certified mail, five business days after the date on which it is so mailed, and (d) sent by facsimile or electronic mail, on the date sent so long as such communication is transmitted before 5:00 p.m. on a business day in the time zone of the receiving party, otherwise, on the next business day.

(a) If to the Company or the Partnership, to:

Excelerate Energy, Inc. or

Excelerate Energy Limited Partnership, as appliacble

2445 Technology Forest Blvd., Level 6

The Woodlands, TX 77381

Telephone: (832) 813-7100

Attention:
E-mail:

with copies (not constituting notice) to:

Gibson, Dunn & Crutcher LLP

811 Main Street, Suite 3000

Houston, TX 77002

Attention: Andrew L. Fabens

Hillary H. Holmes

E-mail: AFabens@gibsondunn.com

HHolmes@gibsondunn.com

and

Frederic Dorwart, Lawyers PLLC

Old City Hall

124 East Fourth Street

Tulsa, OK 74103

Attention: H. Steven Walton

E-mail: swalton@fdlaw.com

(b) If to the Kaiser Investor, to:

Excelerate Energy Holdings, LLC

c/o Kaiser-Francis Management Company, LLC

6733 South Yale Ave, Tulsa, OK 74136

Attention:

E-mail:

with a copy (not constituting notice) to:

Frederic Dorwart, Lawyers PLLC

Old City Hall

124 East Fourth Street

Tulsa, OK 74103

Attention: H. Steven Walton

E-mail: swalton@fdlaw.com

4.2 Severability. The provisions of this Agreement will be deemed severable, and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is found to be invalid or unenforceable in any jurisdiction, (a) a suitable and equitable provision will be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances will not be affected by such invalidity or unenforceability, nor will such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

4.3 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which, taken together, will be considered one and the same agreement.

4.4 Entire Agreement; No Third-Party Beneficiaries. This Agreement (a) constitutes the entire agreement and supersedes all other prior agreements, both written and oral, among the parties hereto with respect to the subject matter hereof and (b) is not intended to confer upon any Person, other than the parties hereto, any rights or remedies hereunder.

4.5 Further Assurances. Each party hereto will execute, deliver, acknowledge and file such other documents and take such further actions as may be reasonably requested from time to time by the other parties hereto to give effect to and carry out the transactions contemplated herein.

4.6 Governing Law; Equitable Remedies. THIS AGREEMENT WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE (WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF). The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or was otherwise breached. It is accordingly agreed that the parties hereto will be entitled to an injunction or injunctions and other equitable remedies to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any of the Selected Courts (as defined below), this being in addition to any other remedy to which they are entitled at law or in equity. Any requirements for the securing or posting of any bond with respect to such remedy are hereby waived by each of the parties hereto. Each party hereto further agrees that, in the event of any action for an injunction or other equitable remedy in respect of such breach or enforcement of specific performance, it will not assert the defense that a remedy at law would be adequate.

4.7 Consent to Jurisdiction. With respect to any suit, action or proceeding (“Proceeding”) arising out of or relating to this Agreement, each of the parties hereto hereby irrevocably (a) submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware and the United States District Court for the District of Delaware and the appellate courts therefrom (the “Selected Courts”) and waives any objection to venue being laid in the Selected Courts whether based on the grounds of forum non conveniens or otherwise and hereby agrees not to commence any such Proceeding other than before one of the Selected Courts; provided, however, that a party may commence any Proceeding in a court other than a Selected Court solely for the purpose of enforcing an order or judgment issued by one of the Selected Courts; (b) consents to service of process in any Proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized international express carrier or delivery service, to their respective addresses referred to in Section ‎4.1 hereof; provided, however, that nothing herein will affect the right of any party hereto to serve process in any other manner permitted by law; and (c) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AND AGREES THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE THE RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT AND TO HAVE ALL MATTERS RELATING TO THIS AGREEMENT BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

4.8 Amendments; Waivers.

(a) No provision of this Agreement may be amended or waived unless such amendment or waiver is in writing and signed (i) in the case of an amendment, by each of the parties hereto (including any amendment providing for additional obligations hereunder of any party hereto), and (ii) in the case of a waiver, by each of the parties against whom the waiver is to be effective.

(b) No failure or delay by any party in exercising any right, power or privilege hereunder will operate as waiver thereof nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided will be cumulative and not exclusive of any rights or remedies provided by law.

4.9 Assignment. Neither this Agreement nor any of the rights or obligations hereunder will be assigned by any of the parties hereto without the prior written consent of the other parties, and any attempted assignment, without such consents, will be null and void; provided, however, that the Kaiser Investor shall be entitled to assign, in whole or in part, to any of its Permitted Transferees without such prior written consent any of its rights or obligations hereunder as follows: (a) pursuant to a will or other testamentary document to the Foundation for a period of time not to exceed five years since Mr. Kaiser’s death; and/or (b) in connection with and upon a transfer of Common Stock from the Kaiser Investor to such Permitted Transferee.

[Signature pages follow.]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

	COMPANY:

	Excelerate Energy, Inc.

	By:	/s/ Steven Kobos
	Name:	Steven Kobos
	Title:	President and Chief Executive Officer

	PARTNERSHIP:

	Excelerate Energy Limited Partnership
	By: Excelerate Energy, Inc., its general partner

	By:	/s/ Steven Kobos
	Name:	Steven Kobos
	Title: President and Chief Executive Officer

Signature Page to Stockholder’s Agreement

	KAISER INVESTOR:

	Excelerate Energy Holdings, LLC
	By: Kaiser-Francis Management Company LLC, its manager

	By:	/s/ Don Millican
	Name:	Don Millican
	Title:	President

Signature Page to Stockholder’s Agreement

Exhibit A

Assignment and Assumption Agreement

Pursuant to the Stockholder’s Agreement, dated as of [●], 2022 (the “Stockholder’s Agreement”), by and among Excelerate Energy, Inc., a Delaware corporation, Excelerate Energy Limited Partnership, a Delaware limited partnership, and Excelerate Energy Holdings, LLC, a Delaware limited liability company, _________ (the “Transferor”) hereby assigns to the undersigned the rights that may be assigned thereunder, and the undersigned hereby agrees to assume the obligations of the Transferor under the Stockholder’s Agreement. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Stockholder’s Agreement.

Listed below is information regarding the Common Stock:

Number of Shares of

Class A Common Stock

__________________

Number of Shares of

Class B Common Stock

__________________

[Signature page follows.]

IN WITNESS WHEREOF, the undersigned has executed this Assumption Agreement as of __________ ___, ________.

	[NAME OF TRANSFEROR]

	Name:
	Title:

	[NAME OF TRANSFEREE]

	Name:
	Title:

Acknowledged by:

EXCELERATE ENERGY, INC.

By:
	Name:
	Title:

Signature Page to Assignment and Assumption Agreement

Exhibit 10.1

AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

Excelerate energy limited partnership

a Delaware limited partnership

dated as of April 14, 2022

TABLE OF CONTENTS

Page

Article I GENERAL PROVISIONS	1
Section 1.01. Formation and Continuation	1
Section 1.02. Name	1
Section 1.03. Principal Place of Business; Other Places of Business	1
Section 1.04. Designated Agent for Service of Process	2
Section 1.05. Term	2
Section 1.06. Business Purpose	2
Section 1.07. Powers	2
Section 1.08. Certificates; Filings	2
Section 1.09. Representations and Warranties by the Partners	2
Section 1.10. Liability of the Partners Generally	4
Section 1.11. Admission of General Partner	4
Section 1.12. Withdrawal of the General Partner	4
Section 1.13. Election of a Successor General Partner	5
Article II INTERESTS; CAPITAL CONTRIBUTIONS	5
Section 2.01. Interests	5
Section 2.02. Capital Contributions of the Partners; No Deficit Restoration Obligation	5
Section 2.03. No Interest; No Return	6
Section 2.04. Issuances of Additional Interests	6
Section 2.05. Additional Funds and Additional Capital Contributions	7
Article III DISTRIBUTIONS	8
Section 3.01. Distributions Generally	8
Section 3.02. Tax Distributions	9
Section 3.03. Distributions in Kind	10
Section 3.04. Distributions to Reflect Additional Interests	10
Section 3.05. Other Distribution Rules	10
Article IV Management and OPERATIONS	11
Section 4.01. Management	11
Section 4.02. Tax Actions	14
Section 4.03. Compensation and Reimbursement of General Partner	14
Section 4.04. Outside Activities	15
Section 4.05. Transactions with Affiliates	16
Section 4.06. Limitation on Liability	16
Section 4.07. Indemnification	17

Article V BOOKS AND RECORDS	17
Section 5.01. Books and Records	17
Section 5.02. Financial Accounts	18
Section 5.03. Inspection; Confidentiality	18
Section 5.04. Information to Be Provided by General Partner to Partners	18
Article VI Tax Matters, ACCOUNTING, AND REPORTING	18
Section 6.01. Tax Matters	18
Section 6.02. Accounting and Fiscal Year	19
Article VII INTEREST TRANSFERS AND Partner WITHDRAWALS	19
Section 7.01. Transfer Generally Prohibited	19
Section 7.02. Conditions Generally Applicable to All Transfers	19
Section 7.03. Substituted Partners	21
Section 7.04. Drag-Along and Tag-Along Rights	21
Section 7.05. Partnership Right to Call Interests	24
Section 7.06. Withdrawal	25
Section 7.07. Restrictions on Termination Transactions	25
Section 7.08. Incapacity	26
Article VIII ADMISSION OF ADDITIONAL PARTNERS	26
Section 8.01. Admission of Additional Partners	26
Section 8.02. Limit on Number of Partners	27
Article IX DISSOLUTION, LIQUIDATION AND TERMINATION	27
Section 9.01. Dissolution Generally	27
Section 9.02. Events Causing Dissolution	27
Section 9.03. Distribution upon Dissolution	28
Section 9.04. Rights of Partners	29
Section 9.05. Termination	29
Article X PROCEDURES FOR ACTIONS AND CONSENTS OF PARTNERS; AMENDMENTS; MEETINGS	29
Section 10.01. Actions and Consents of Partners	29
Section 10.02. Amendments	30
Section 10.03. Procedures for Meetings and Actions of the Partners	30
Article XI EXCHANGE RIGHTS	31
Section 11.01. Elective and Mandatory Exchanges	31

Section 11.02. Additional Terms Applying to Exchanges	32
Section 11.03. Exchange Consideration; Settlement	33
Section 11.04. Adjustment	34
Section 11.05. Class A Common Stock to Be Issued in Connection with an Exchange	34
Section 11.06. Withholding	35
Section 11.07. Tax Treatment	35
Section 11.08. Contribution by the General Partner	35
Article XII MISCELLANEOUS	35
Section 12.01. Conclusive Nature of Determinations	35
Section 12.02. Partnership Counsel	35
Section 12.03. Appointment of General Partner as Attorney-in-Fact	36
Section 12.04. Entire Agreement	37
Section 12.05. Further Assurances	37
Section 12.06. Notices	37
Section 12.07. Governing Law	38
Section 12.08. Jurisdiction and Venue	38
Section 12.09. Equitable Remedies	38
Section 12.10. Construction	39
Section 12.11. Counterparts	39
Section 12.12. Third-Party Beneficiaries	39

iii

Section 12.13. Binding Effect	39
Section 12.14. Severability	39
Section 12.15. Survival	39
Article XIII DEFINED TERMS	39
Section 13.01. Definitions	39
Section 13.02. Interpretation	48

Annexes

ANNEX A – INITIAL INTERESTS

ANNEX B – TAX MATTERS

ANNEX C – SCHEDULE OF OFFICERS

ANNEX D – POLICY REGARDING EXCHANGES

SIXTH AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

OF EXCELERATE ENERGY LIMITED PARTNERSHIP

THIS SIXTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of EXCELERATE ENERGY LIMITED PARTNERSHIP, a Delaware Limited Partnership (the “Partnership”), dated as of April 14, 2022, is entered into by and between Excelerate Energy Holdings, LLC, a Delaware limited liability company (“Holdings”) and Excelerate Energy, Inc., a Delaware corporation (the “General Partner”).

WHEREAS, since March 1, 2018, the Partnership has been governed by the Fifth Amended and Restated Limited Partnership Agreement (the “Existing Agreement”); and

WHEREAS, the parties to this Agreement desire to amend and restate the Existing Agreement in its entirety as set forth herein; and

WHEREAS, the parties to this Agreement wish to enter into this Agreement to, among other things, (a) admit additional Partners, (b) provide for the management of the Partnership and (c) set forth their respective rights and obligations.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement, intending to be legally bound, agree as follows:

Article I

GENERAL PROVISIONS

Section 1.01. Formation and Continuation. The Partnership is a Limited Partnership previously formed and continued pursuant to the provisions of the Act and upon the terms and subject to the conditions set forth in this Agreement. Except as expressly provided in this Agreement to the contrary, the rights and obligations of the Partners and the administration and termination of the Partnership shall be governed by the Act. The Certificate of Limited Partnership and all actions taken or to be taken by any person who executed and filed or who executes and files, after the date of this Agreement, the Certificate of Limited Partnership or any amendment thereto are hereby adopted and ratified, or authorized, as the case may be.

Section 1.02. Name. The name of the Partnership is “Excelerate Energy Limited Partnership.” The Partnership may also conduct business at the same time under one or more fictitious names if the General Partner determines that such is in the best interests of the Partnership. The Partnership may change its name, from time to time, in accordance with Law.

Section 1.03. Principal Place of Business; Other Places of Business. The principal business office of the Partnership is located at 2445 Technology Forest Blvd, Level 6, the Woodlands, Texas 77381, or such other place within or outside the State of Delaware as the General Partner may from time to time designate. The Partnership may maintain offices and places of business at such other place or places within or outside the State of Delaware as the General Partner deems advisable.

Section 1.04. Designated Agent for Service of Process. So long as required by the Act, the Partnership shall continuously maintain a registered office and a designated and duly qualified agent for service of process on the Partnership in the State of Delaware. The address of the registered office of the Partnership in the State of Delaware shall be as set forth in the Certificate of Limited Partnership. The Partnership’s registered agent for service of process at such address shall also be as set forth in the Certificate of Limited Partnership.

Section 1.05. Term. The term of the Partnership commenced at the time the Certificate of Limited Partnership of the Partnership was filed with the office of the Secretary of State of the State of Delaware and shall continue until the Partnership is dissolved in accordance with the Act or this Agreement. Notwithstanding the dissolution of the Partnership, the existence of the Partnership shall continue until its termination pursuant to this Agreement or as otherwise provided in the Act.

Section 1.06. Business Purpose. The Partnership may carry on any Lawful business, purpose or activity in which a Limited Partnership may be engaged under Law.

Section 1.07. Powers. Subject to the limitations set forth in this Agreement, the Partnership will possess and may exercise all of the powers and privileges granted to it by the Act, any other Law, or this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purposes of the Partnership set forth in ‎Section 1.06.

Section 1.08. Certificates; Filings. The Certificate of Limited Partnership was previously filed on behalf of the Partnership in the office of the Secretary of State of the State of Delaware as required by the Act. The General Partner may execute and file any duly authorized amendments to the Certificate of Limited Partnership from time to time in a form prescribed by the Act. The General Partner shall also cause to be made, on behalf of the Partnership, such additional filings and recordings as the General Partner shall deem necessary or advisable. If requested by the General Partner, the Partners shall promptly execute all certificates and other documents consistent with the terms of this Agreement necessary for the General Partner to accomplish all filing, recording, publishing, and other acts as may be appropriate to comply with all requirements for (a) the formation and operation of a Limited Partnership under the Laws of the State of Delaware, (b) if the General Partner deems it advisable, the operation of the Partnership as a Limited Partnership, in all jurisdictions in which the Partnership proposes to operate, and (c) all other filings required (or determined by the General Partner to be necessary or appropriate) to be made by the Partnership.

Section 1.09. Representations and Warranties by the Partners.

(a) Individual-Partner-Specific Representations. Each Partner that is an individual (including each Additional Partner or Substituted Partner as a condition to becoming an Additional Partner or a Substituted Partner) represents and warrants to, and covenants with, each other Partner that (i) the execution of this Agreement and the consummation of the transactions contemplated by this Agreement to be performed by such Partner will not result in a breach or violation of, or a default under, any material agreement by which such Partner or any of such Partner’s property is bound, or any statute, regulation, order or other Law to which such Partner is subject and (ii) this Agreement is binding upon, and enforceable against, such Partner in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

(b) Non-Individual-Partner-Specific Representations. Each Partner that is not an individual (including each Additional Partner or Substituted Partner as a condition to becoming an Additional Partner or a Substituted Partner) represents and warrants to, and covenants with, each other Partner that (i) the execution of this Agreement and all transactions contemplated by this Agreement to be performed by it have been duly authorized by all necessary action, including that of its general partner(s), managing members(s), committee(s), trustee(s), beneficiaries, directors and/or stockholder(s) (as the case may be) as required, (ii) the execution of this Agreement and consummation of such transactions will not result in a breach or violation of, or a default under, its partnership or operating agreement, trust agreement, charter or bylaws (as the case may be), any material agreement by which such Partner or any of such Partner’s properties or any of its partners, members, beneficiaries, trustees or stockholders (as the case may be) is or are bound, or any statute, regulation, order or other Law to which such Partner or any of its partners, members, trustees, beneficiaries or stockholders (as the case may be) is or are subject, and (iii) this Agreement is binding upon, and enforceable against, such Partner in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

(c) Securities Laws. Each Partner (including each Additional Partner or Substituted Partner as a condition to becoming an Additional Partner or Substituted Partner) represents and warrants that it is an “accredited investor” as defined in Rule 501 promulgated under the Securities Act and represents, warrants, and agrees that it has acquired and continues to hold its interest in the Partnership for its own account for investment purposes only and not for the purpose of, or with a view toward, the resale or distribution of all or any part thereof, and not with a view toward selling or otherwise distributing such interest or any part thereof at any particular time or under any predetermined circumstances. Each Partner further represents and warrants that it is a sophisticated investor, able and accustomed to handling sophisticated financial matters for itself, and that it has a sufficiently high net worth that it does not anticipate a need for the funds that it has invested in the Partnership in what it understands to be a speculative and illiquid investment.

(d) Survival of Representations and Warranties. The representations and warranties contained in Sections ‎1.09(a), ‎1.09(b), and ‎1.09(c) shall survive the execution and delivery of this Agreement by each Partner (and, in the case of an Additional Partner or a Substituted Partner, the admission of such Additional Partner or Substituted Partner as a Partner in the Partnership), and the dissolution, liquidation, and termination of the Partnership.

(e) No Representations as to Performance. Each Partner (including each Additional Partner or Substituted Partner as a condition to becoming an Additional Partner or Substituted Partner) hereby acknowledges that no representations as to potential profit, cash flows, funds from operations or yield, if any, in respect of the Partnership or the General Partner have been made by the Partnership or any Partner or any employee or representative or Affiliate of the Partnership or any Partner, and that projections and any other information, including financial and descriptive information and documentation, that may have been in any manner submitted to such Partner shall not constitute any representation or warranty of any kind or nature, express or implied.

(f) Modification of Representations and Warranties. The General Partner may permit the modification of any of the representations and warranties contained in Sections ‎1.09(a), ‎1.09(b), and ‎1.09(c), as applicable, to any Partner (including any Additional Partner or Substituted Partner or any transferee of either); provided, that such representations and warranties, as modified, shall be set forth in either (i) an Interest Designation applicable to the Interests held by such Partner or (ii) a separate writing addressed to the Partnership.

Section 1.10. Liability of the Partners Generally.

(a) Except as otherwise provided in the Act, the General Partner shall have the liabilities of a partner in a partnership without limited partners to Persons other than the Partnership and the Limited Partners.

(b) Except as expressly provided in this Agreement and the Act, no Limited Partner (or former Limited Partner) shall be obligated to make any contribution of capital to the Partnership or have any liability for the debts and obligations of the Partnership. To the fullest extent permitted by applicable law, no Limited Partner (in its capacity as Limited Partner) shall owe a fiduciary duty to the Partnership or any of the other Partners.

Section 1.11. Admission of General Partner. The General Partner is hereby admitted as the sole general partner of the Partnership. If the General Partner ceases to be the General Partner for any reason, then a successor General Partner shall be designated by the General Partner pursuant to ‎Section 1.13. Other than a successor General Partner, no other Persons may be admitted as a general partner of the Partnership. Each Partner hereby forever releases and discharges each, and agrees that it will make no claims against any, direct or indirect member, partner or holder of equity interests in the General Partner based upon any claims against the General Partner (other than claims arising in respect of knowing and intentional fraud, willful misconduct or bad faith) arising under or in connection with this Agreement, including under any “veil piercing” or similar theory, and whether due to claims of undercapitalization of the General Partner or otherwise. Each of the direct and indirect members, partners, and holders of equity interests in the General Partner is an express third-party beneficiary of the foregoing.

Section 1.12. Withdrawal of the General Partner. The General Partner may withdraw as the Partnership’s general partner only by delivering a notice of withdrawal to the Partnership. Such notice shall state the effective date of the General Partner’s withdrawal. Unless such notice is earlier revoked, the General Partner shall be deemed to have withdrawn as the Partnership’s general partner upon the earlier of (a) the effective date stated in such notice and (b) the date a successor General Partner is admitted to the Partnership pursuant to ‎Section 1.13.

Section 1.13. Election of a Successor General Partner. If the General Partner ceases to be the Partnership’s general partner for any reason, the General Partner shall, within 90 days thereafter, elect a successor General Partner. Any Person so elected to be successor General Partner shall be admitted to the Partnership as the General Partner effective upon the date the former General Partner ceased to be the Partnership’s General Partner only upon the Partnership’s receipt of a written assumption by such Person of all of the General Partner’s rights, obligations and agreements hereunder, and the business of the Partnership shall continue without the commencement of the winding-up of the Partnership.

Article II

INTERESTS; CAPITAL CONTRIBUTIONS

Section 2.01. Interests.

(a) Generally. The interests of the Partners in the Partnership are divided into, and represented by, the Interests, each having the rights and obligations specified in this Agreement.

(b) Classes. The Interests are initially divided into:

(i) “Class A Interests,” which are issuable to the General Partner and such other persons as the General Partner shall determine;

(ii) “Class B Interests,” which are issuable to Holdings and as otherwise provided in this Agreement; and

Other Classes of Interests. The Partnership may issue additional Interests or create additional classes, series, subclasses, or sub-series of Interests in accordance with this Agreement.

(c) Recapitalization. Immediately upon the execution of this Agreement and without any action required on part of the Partnership or any Partner, the outstanding Interests (as defined in the Existing Agreement) issued and outstanding immediately before the effective time of this Agreement shall be recapitalized into Class B Interests of the Partnership in the amount set forth opposite the name of the Partner on the Register (the “Recapitalization”).

Section 2.02. Capital Contributions of the Partners; No Deficit Restoration Obligation.

(a) Capital Contributions. The Partners made, shall be treated as having made, or have agreed to make, Capital Contributions to the Partnership and were issued the Interests indicated on the Register. Except as provided by Law or in this Agreement, the Partners shall have no obligation or, except as otherwise provided in this Agreement or with the prior written consent of the General Partner, right to make any other Capital Contributions or any loans to the Partnership.

(b) No Deficit Restoration Obligation. No Limited Partner shall have an obligation to make any contribution to the capital of the Partnership as the result of a deficit balance in its Capital Account, and any such deficit shall not be considered a Debt owed to the Partnership or to any other Person for any purpose whatsoever.

Section 2.03. No Interest; No Return. No Partner shall be entitled to interest on its Capital Contribution or on such Partner’s Capital Account balance. Except as provided by this Agreement, any Interest Designation, or by Law, no Partner shall have any right to demand or receive a withdrawal or the return of its Capital Contribution from the Partnership. Except to the extent provided in this Agreement or in any Interest Designation, no Partner shall have priority over any other Partner as to distributions or the return of Capital Contributions.

Section 2.04. Issuances of Additional Interests. Subject to the rights of any Partner set forth in an Interest Designation:

(a) General. The Partnership may issue additional Interests for any Partnership purpose at any time or from time to time to the Partners (including, subject to Section 2.04(b), the General Partner) or any other Person and may admit any such Person as an Additional Partner for such consideration and on such terms and conditions as shall be established by the General Partner. Any additional Interests may be issued in one or more classes or one or more series of any of such classes with such designations, preferences, conversion or other rights, voting powers, restrictions, rights to distributions, qualifications and terms and conditions of redemption (including rights that may be senior or otherwise entitled to preference over existing Interests) as shall be determined by the Partnership (each, an “Interest Designation”). Upon the issuance of any additional Interest, the General Partner shall amend the Register and the books and records of the Partnership as appropriate to reflect such issuance. Except to the extent specifically set forth in any Interest Designation, an Interest of any class or series other than a Common Interest shall not entitle the holder thereof to vote on, or consent to, any matter.

(b) Issuances to the General Partner. No additional Interests shall be issued to the General Partner unless at least one of the following conditions is satisfied:

(i) Additional Interests are also issued to all Partners holding Common Interests in proportion to their respective Percentage Interests in the Common Interests;

(ii) The additional Interests issued to the General Partner are Class A Interests issued in connection with an issuance of Class A Common Stock or issued with appropriate adjustments to the Exchange Rate in accordance with ‎Section 11.04, and the General Partner contributes to the Partnership the net proceeds received in connection with the issuance by the General Partner of such Class A Common Stock;

(iii) The additional Interests issued to the General Partner are Equivalent Interests (other than Common Interests) issued in connection with an issuance by the General Partner of Preferred Stock, New Securities, or other interests in the General Partner (other than Common Stock), and the General Partner contributes to the Partnership the net proceeds received in connection with the issuance by the General Partner of such Preferred Stock, New Securities, or other interests in the General Partner;

(iv) There is a recapitalization of the Capital Stock of the General Partner, including any stock split, stock dividend, reclassification, or similar transaction

(v) The additional Interests are issued upon the conversion, redemption or exchange of Debt, Interests or other securities issued by the Partnership and held by the General Partner; and

(vi) The additional Interests are issued in accordance with the express terms of the other provisions of this ‎Article II.

(c) Issuance of Class B Interests. No additional Class B Interests shall be issued except in the event of a recapitalization of the Capital Stock of the General Partner, including any stock split, stock dividend, reclassification, or similar transaction.

(d) No Preemptive Rights. Except as expressly provided in this Agreement or in any Interest Designation, no Person shall have any preemptive, preferential, participation or similar right or rights to subscribe for or acquire any Interest.

Section 2.05. Additional Funds and Additional Capital Contributions

(a) General. The Partnership may, at any time and from time to time, determine that it requires additional funds (“Additional Funds”) for the acquisition or development of additional Assets, for the redemption of Interests, or for such other purposes as the Partnership may determine. The Partnership may obtain Additional Funds in any manner provided in, and in accordance with, the terms of this ‎Section 2.05 without the approval of any Partner or any other Person.

(b) Additional Capital Contributions. The Partnership may obtain any Additional Funds by accepting Capital Contributions from any Partners or other Persons. In connection with any such Capital Contribution, the Partnership is hereby authorized from time to time to issue additional Interests (as set forth in ‎Section 2.04) in consideration for such Capital Contribution.

(c) Loans by Third Parties. The Partnership may obtain any Additional Funds by incurring Debt payable to any Person upon such terms as the Partnership determines appropriate, including making such Debt convertible, redeemable, or exchangeable for Interests; provided, however, that the Partnership shall not incur any such Debt if any Partner would be personally liable for the repayment of all or any portion of such Debt unless that Partner otherwise agrees in writing.

(d) Issuance of Securities by the General Partner.

(i) Unless otherwise agreed to by the Partners (or except as otherwise permitted by Section 2.04(c)), except in the case of a Liquidity Offering for purposes of a Cash Settlement, the General Partner shall not issue any additional Capital Stock or New Securities unless the General Partner contributes the net proceeds received from the issuance of such additional Capital Stock or New Securities (and from the exercise of the rights contained in any such additional Capital Stock or New Securities) to the Partnership in exchange for (i) in the case of an issuance of Class A Common Stock by the General Partner, Class A Interests of the Partnership or (ii) in the case of an issuance of Preferred Stock or New Securities by the General Partner, Equivalent Interests of the Partnership. If at any time any Preferred Stock or New Securities are issued by the General Partner that are convertible into or exercisable for Class A Common Stock or another security of the General Partner, then upon any such conversion or exercise, the corresponding Equivalent Interest of the Partnership shall be similarly exercised or converted, as applicable, and an equivalent number of Class A Interests or other Equivalent Interests of the Partnership shall be issued. It is the intent of the parties that the General Partner will always own Interests equivalent to its outstanding Capital Stock (other than Class B Common Stock), except as provided pursuant to ‎Section 11.04, and the parties hereby acknowledge that the General Partner may make reasonable adjustments to its own capitalization, subject to applicable Law and the terms of any such outstanding Capital Stock, in order to effect such parity.

(ii) New Securities that are derivative securities issued under any Incentive Compensation Plan of the General Partner shall not require issuance of Equivalent Interests by the Partnership until such time as such derivative securities are exercised for Capital Stock of the General Partner.

(e) Reimbursement of Issuance Expenses. If the General Partner issues additional Capital Stock or New Securities and contributes the net proceeds received from such issuance to the Partnership pursuant to this Section 2.5, the Partnership shall reimburse or assume (on an after-tax basis) the General Partner’s expenses associated with such issuance not paid by the General Partner out of proceeds of such issuance of additional Capital Stock.

(f) Repurchase or Redemption of Capital Stock. If any shares of Capital Stock, or New Securities of the General Partner are repurchased, redeemed or otherwise retired (whether by exercise of a put or call, automatically or by means of another arrangement) by the General Partner, then the General Partner shall cause the Partnership, immediately before such repurchase, redemption or retirement of such Capital Stock or New Securities, to redeem, repurchase or otherwise retire a corresponding equivalency of Class A Interests, Class B Interests or Equivalent Interests held by the General Partner, upon the same terms and for the same consideration as the Capital Stock or New Securities to be repurchased, redeemed, or retired.

Article III

DISTRIBUTIONS

Section 3.01. Distributions Generally. Except as otherwise provided in this ‎Article III or in Section 4.03, and subject to the terms of any Interest Designation, the Partnership shall distribute an amount of Available Cash if, when, and as determined by the General Partner, to the Partners pro rata in accordance with their Interests. For purposes of this ‎Section 3.01, a non-pro rata redemption or repurchase of Interests by the Partnership shall not be deemed a distribution.

Section 3.02. Tax Distributions.

(a) Generally. If the amount distributed to a Partner pursuant to ‎Section 3.01 in respect of a Fiscal Year is less than that Partner’s Assumed Tax Liability, the Partnership shall distribute an amount of Available Cash to the Partners such that each Partner receives distributions of Available Cash in respect of each Fiscal Year in an amount at least equal to the Partner’s Assumed Tax Liability for such Fiscal Year (each such distribution, a “Tax Distribution”). Any Tax Distribution made to a Partner shall be treated as an advance against, and shall reduce, future amounts otherwise distributable to such Partner under ‎Section 3.01 or ‎Section 9.03(a). Except as provided in ‎Section 3.02(d) and subject to any Interest Designation, all Tax Distributions shall be made pro rata in accordance with Interests.

(b) Calculation of Assumed Tax Liability. For purposes of calculating the amount of each Partner’s Tax Distributions under ‎Section 3.02(a), a Partner’s “Assumed Tax Liability” means an amount equal to the product of:

(i) the sum of (A) the net taxable income and gain allocated to that Partner for U.S. federal income tax purposes in the Fiscal Year and (B) to the extent (x) determined by the Partnership in its sole discretion and (y) attributable to the Partnership, the amount the Partner is required to include in income by reason of Code sections 707(c) (but not including guaranteed payments for services within the meaning of Code section 707(c)), 951(a), and 951A(a) (or any analogous or successor provisions of the Code); multiplied by

(ii) the Assumed Tax Rate.

The calculation required by this ‎Section 3.02(b) shall be made by (i) taking into account (x) the character of the income or gain and (y) any limitations on the use of deductions or credits allocable with respect to the Fiscal Year and (ii) disregarding the effect of any special basis adjustments under Code section 743(b). In addition, the Partnership shall increase a Partner’s Assumed Tax Liability to the extent the Partnership reasonably determines is necessary or appropriate as a result of any differences between U.S. federal income tax law and the tax laws of other jurisdictions in which the Partnership has a taxable presence. The Partnership shall calculate the amount of any increase described in the preceding sentence by applying the principles of Section 3.2(b)(i) and (ii) replacing the words “U.S. federal” with a reference to the applicable jurisdiction.

(c) Timing of Tax Distributions. If reasonably practicable, the Partnership shall make distributions of the estimated Tax Distributions in respect of a Fiscal Year on a quarterly basis to facilitate the payment of quarterly estimated income taxes, taking into account amounts previously distributed by reason of this ‎Section 3.02. Not later than sixty (60) Business Days after the end of the Fiscal Year, the Partnership shall make a final Tax Distribution in an amount sufficient to fulfill the Partnership’s obligations under ‎Section 3.02(a).

(d) Impact of Insufficient Available Cash. If the amount of Tax Distributions to be made exceeds the amount of the Available Cash, the Tax Distribution to which each Partner is entitled shall be reduced in accordance with the provisions of this ‎Section 3.02(d) (the amount of the reduction in each Partner’s share, the “Tax Distribution Shortfall Amount”), and Available Cash shall be distributed in the following order of priority:

(i) First, to the General Partner in an amount equal to the full amount of its Tax Distribution, but calculated by substituting the words “a corporation doing business in Houston, Texas” for “an individual resident in Tulsa, Oklahoma” in the definition of “Assumed Tax Rate”;

(ii) Second, to the Partners other than the General Partner pro rata in accordance with their Interests until each Partner has received an amount equal to the full amount of its Tax Distribution, but calculated by substituting the words “a corporation doing business in Houston, Texas” for “an individual resident in Tulsa Oklahoma” in the definition of “Assumed Tax Rate”; and

(iii) Third, to the Partners (including the General Partner) pro rata in accordance with their Interests until each Partner has received the full amount of its Tax Distribution calculated in accordance with ‎Section 3.02(b).

Any Tax Distribution Shortfall Amounts will be carried forward to subsequent Fiscal Years and will be distributed when and to the extent that the Partnership has sufficient Available Cash. The distribution of any Tax Distribution Shortfall Amounts to a Partner shall for all purposes of this Agreement be a Tax Distribution and shall be treated as an advance against, and shall reduce, future amounts otherwise distributable to such Partner under ‎Section 3.01 or ‎Section 9.03(a).

(e) No Tax Distributions on Liquidation. No Tax Distributions shall be made in connection with the liquidation of the Partnership or a Partner’s Interests in the Partnership.

Section 3.03. Distributions in Kind. No Partner may demand to receive property other than cash as provided in this Agreement. The Partnership may make a distribution in kind of Assets to the Partners, and if a distribution is made both in cash and in kind, such distribution shall be made so that, to the fullest extent practical, the percentage of the cash and any other Assets distributed to each Partner entitled to such distribution is identical.

Section 3.04. Distributions to Reflect Additional Interests. If the Partnership issues additional Interests pursuant to the provisions of ‎Article II, subject to the provisions of any Interest Designation, the General Partner is authorized to make such revisions to this ‎Article III and to ‎0 as it determines are reasonably necessary or desirable to reflect the issuance of such additional Interests, including making preferential distributions to certain classes of Interests.

Section 3.05. Other Distribution Rules.

(a) Transfers. From and after the Transfer of an Interest, for purposes of determining the rights to distributions (including Tax Distributions) under this Agreement, distributions (including Tax Distributions) made to the transferor Partner, along with any withholding or deduction in respect of any such distribution, shall be treated as having been made to the transferee unless otherwise determined by the Partnership.

(b) Record Date for Distributions. The Partnership may designate a Record Date for purposes of calculating and giving effect to distributions. All distributions shall be made to the holders of record as of the applicable Record Date.

(c) Over-Distributions. If the amount of any distribution to a Partner under the Agreement exceeds the amount to which the Partner in entitled (e.g., by reason of an accounting error), the Partner shall, upon written notice of the over-distribution delivered to the Partner within one year of the over-distribution, promptly return the over-distribution to the Partnership.

(d) Reimbursements of Preformation Capital Expenditures. To the extent a distribution (or deemed distribution resulting from a reduction in a Partner’s share of Partnership liabilities for federal tax purposes) otherwise would be treated as proceeds in a sale under Code section 707(a)(2)(B), the Partners intend such actual or deemed distribution to reimburse preformation capital expenditures under Treas. Reg. § 1.707-4(d) to the maximum extent permitted by Law.

(e) Limitation on Distributions. Notwithstanding any provision of this Agreement to the contrary, the Partnership shall not make a distribution to any Partner to the extent such distribution would violate the Act or other Law or would result in the Partnership or any of its Subsidiaries being in default under any material agreement.

Article IV

Management and OPERATIONS

Section 4.01. Management.

(a) Authority of General Partner.

(i) Except as otherwise provided in this Agreement, the General Partner shall have full, exclusive, and complete discretion to manage and control the business and affairs of the Partnership, to make all decisions affecting the business and affairs of the Partnership and to do or cause to be done any and all acts, at the expense of the Partnership, as the General Partner deems necessary or appropriate to accomplish the purposes and direct the affairs of the Partnership. Without limiting the generality of the preceding sentence, the General Partner may cause the Partnership, without the consent or approval of any other Partner, to enter into any of the following in one or a series of related transactions: (i) any merger, (ii) any acquisition, (iii) any consolidation, (iv) any sale, lease or other transfer or conveyance of Assets, (v) any recapitalization or reorganization of outstanding securities, (vi) any merger, sale, lease, spin-off, exchange, transfer or other disposition of a Subsidiary, division or other business, (vii) any issuance of Debt or equity securities (subject to any limitations expressly provided for in this Agreement), or (viii) any incurrence of Debt.

(ii) The General Partner shall have the exclusive power and authority to bind the Partnership and shall be an agent of the Partnership’s business. The actions of the General Partner taken in such capacity and in accordance with this Agreement shall bind the Partnership. Except to the extent expressly delegated in writing by the General Partner, no Partner or Person other than the General Partner shall be an agent for the Partnership or have any right, power, or authority to transact any business in the name of the Partnership or act for or on behalf of or to bind the Partnership.

(iii) Subject to the rights of any Partner set forth in ‎Section 4.01(f), any determinations to be made by the Partnership pursuant to this Agreement shall be made by the General Partner, and such determinations shall be final, conclusive and binding upon the Partnership and every Partner.

(iv) The General Partner shall at all times be a Partner of the Partnership and may not be removed by the Partners, with or without cause, except with the consent of the General Partner. Subject to the rights of any Partner set forth in ‎Section 4.01(f), any determinations to be made by the Partnership pursuant to this Agreement shall be made by the General Partner, and such determinations shall be final, conclusive and binding upon the Partnership and every Partner.

(b) Appointment of Officers. The General Partner may, from time to time, appoint such officers and establish such management and/or advisory boards or committees of the Partnership as the General Partner deems necessary or advisable, each of which shall have such powers, authority, and responsibilities as are delegated in writing by the General Partner from time to time. Each such officer and/or board or committee Partner shall serve at the pleasure of the General Partner. The initial officers of the Partnership are set forth on ‎0 attached to this Agreement.

(c) No Participation by Partners Other than General Partner. Except as otherwise expressly provided in this Agreement or required by any non-waivable provision of the Act or other Law, no Partner (acting in such capacity) other than the General Partner shall (x) have any right to vote on or consent to any other matter, act, decision or document involving the Partnership or its business or any other matter, or (y) take part in the day-to-day management, or the operation or control, of the business and affairs of the Partnership.

(d) Bankruptcy. Only the General Partner may commence a voluntary case on behalf of, or an involuntary case against, the Partnership under a chapter of Title 11 U.S.C. by the filing of a “petition” (as defined in 11 U.S.C. 101(42)) with the United States Bankruptcy Court. Any such petition filed by any other Partner, to the fullest extent permitted by Law, shall be deemed an unauthorized and bad faith filing, and all parties to this Agreement shall use their best efforts to cause such petition to be dismissed.

(e) Amendment of Agreement. Subject to the rights of any Partner set forth in an Interest Designation and ‎Section 4.01(f), the General Partner shall have the power, without the consent or approval of any Partner, to amend this Agreement as may be required to facilitate or implement any of the following purposes:

(i) To add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Partners;

(ii) To reflect a change that is of an inconsequential nature or does not adversely affect the Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with Law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with Law or with the provisions of this Agreement;

(iii) To satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency, or in federal or state Law;

(iv) To reflect the admission, substitution, or withdrawal of Partners, the Transfer of any Interests, the issuance of additional Interests, or the termination of the Partnership in accordance with this Agreement, and to amend the Register in connection with such admission, substitution, withdrawal, or Transfer;

(v) To set forth or amend the designations, preferences, conversion, or other rights, voting powers, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of any additional Interests issued pursuant to ‎Article II;

(vi) If the Partnership is the Surviving Company in any Termination Transaction, to modify ‎Section 11.01 or any related definitions to provide the holders of interests in the Surviving Company rights that are consistent with ‎Section 7.07(b)(iii); and

(vii) To reflect any other modification to this Agreement as is reasonably necessary or appropriate for the business or operations of the Partnership or the General Partner and that does not violate ‎Section 4.01(f).

(f) Certain Actions Requiring Partner Consent. Notwithstanding anything in Section 4.1(e) or ‎Article X to the contrary, this Agreement shall not be amended, and no action may be taken by the General Partner without the consent of any Partner holding Common Interests that would be adversely affected by such amendment or action if such amendment or action would:

(i) Modify the limited liability of a Partner or increase the obligation of a Partner to make a Capital Contribution to the Partnership;

(ii) Adversely alter the rights of any Partner to receive the distributions to which such Partner is entitled pursuant to ‎Article III or ‎Section 9.03(a)(iii);

(iii) Convert the Partnership into a corporation or would cause the Partnership to be classified as a corporation for federal income tax purposes (other than in connection with a Termination Transaction); or

(iv) Amend this ‎Section 4.01(f);

provided, however, that, with respect to clauses (ii), (iii), and (iv), the consent of any Partner holding Common Interests that would be adversely affected shall not be required for any amendment or action that affects all Partners holding the same class or series of Interests on a uniform or pro rata basis if such amendment or action is approved by a Majority-in-Interest of the Partners of such class or series. If some, but not all, of the Partners consent to an amendment or action, the Partnership may, in its discretion, make such amendment or action effective only as to the Partners that consented to it, to the extent it is practicable to do so.

Section 4.02. Tax Actions. All tax-related action, decision, or determination (or failure to take an available tax-related action, decision, or determination) by or with respect to the Partnership or any Subsidiary of the Partnership not expressly reserved for the Partners shall be made, taken, or determined by the General Partner.

Section 4.03. Compensation and Reimbursement of General Partner; Expenses.

(a) General. The General Partner shall not receive any fees from the Partnership for its services in administering the Partnership, except as otherwise provided in this Agreement.

(b) Reimbursement of General Partner. The Partnership shall be liable for, and shall reimburse the General Partner on an after-tax basis at such intervals as the General Partner may determine, all:

(i) overhead, administrative expenses, insurance and reasonable legal, accounting, and other professional fees and expenses of the General Partner;

(ii) expenses of the General Partner incidental to being a public reporting company;

(iii) reasonable fees and expenses related to the IPO or any subsequent public offering of equity securities of the General Partner (without duplicating any provisions of ‎Section 2.05(e)) or private placement of equity securities of the General Partner (including any reasonable fees and expenses related to the registration for resale of any such securities), whether or not consummated;

(iv) franchise and similar taxes of the General Partner and other fees and expenses in connection with the maintenance of the existence of the General Partner; and

(v) customary compensation and benefits payable by the General Partner, and indemnities provided by the General Partner on behalf of, the officers, directors, and employees of the General Partner; and

(vi) reasonable expenses paid by General Partner on behalf of the Partnership; provided, however, that the amount of any reimbursement shall be reduced by any interest earned by the General Partner with respect to bank accounts or other instruments or accounts held by it on behalf of the Partnership as permitted pursuant to ‎Section 4.04. Such reimbursements shall be in addition to any reimbursement of the General Partner as a result of indemnification pursuant to ‎Section 4.07.

(c) Partnership TRA Payments. The General Partner shall contribute cash to the Partnership as a contribution to capital (and not in exchange for additional Interests) in an amount equal to each payment the Partnership is obligated to make pursuant to the Tax Receivable Agreement, with each such contribution to be made on or before the date each such payment is due. To the extent the General Partner fails to make a contribution as and when due, the amount of any such payment by the Partnership shall be treated as an advance against, and shall reduce, future amounts otherwise distributable to the General Partner under ‎Section 3.01 or ‎Section 9.03(a).

Section 4.04. Outside Activities.

(a) Limitation on Outside Activities of the General Partner. The General Partner shall not directly or indirectly enter into or conduct any business, other than in connection with (i) the ownership, acquisition, and disposition of Interests, (ii) maintaining its legal existence (including the ability to incur and pay, as applicable, fees, costs, expenses and taxes relating to that maintenance and to maintain insurance, including directors’ and officers’ insurance on its behalf and on behalf of its Subsidiaries), (iii) the management of the business of the Partnership and its Subsidiaries, (iv) its operation as a reporting company with a class (or classes) of securities registered under the Exchange Act, (v) the offering, sale, syndication, private placement, or public offering of stock, bonds, securities, or other interests of the General Partner, (vi) the financing or refinancing of any type related to the Partnership or its Assets or activities, (vii) receiving and paying dividends and distributions or making contributions to the capital of its Subsidiaries, (viii) filing tax reports and tax returns and paying taxes and other customary obligations in the ordinary course (and contesting any taxes), (ix) participating in tax, accounting, and other administrative matters with respect to its Subsidiaries and providing administrative and advisory services (including treasury and insurance services) to its Subsidiaries, (x) holding any cash or property (but not operating any property), (xi) indemnifying officers, directors, Partners of management, managers, employees, consultants, or independent contractors of the General Partner or its Subsidiaries, (xii) entering into any Termination Transaction or similar transaction in accordance with this Agreement, (xiii) preparing reports to governmental authorities and to its shareholders, (xiv) holding director and shareholder meetings, preparing organizational records, and other organizational activities required to maintain its separate organizational structure, (xv) complying with applicable Law, (xvi) engaging in activities relating to any management equity plan, stock option plan or any other management or employee benefit plan of the General Partner or its Subsidiaries, and (xvii) engaging in activities that are incidental to clauses (i) through (xvi). The provisions of this ‎Section 4.04 shall restrict only the General Partner and its Subsidiaries (other than the Partnership and its Subsidiaries) and shall not restrict the other Partners or any Affiliate of the other Partners (other than the General Partner).

(b) Outside Activities of Partners (other than the General Partner). Subject to (w) Article XIII of the Amended and Restated Certificate of Incorporation of the General Partner, (x) the Stockholder’s Agreement, (y) any agreements entered into pursuant to ‎Section 4.05, and (z) any other agreements (including any employment agreements) entered into by a Partner (other than the General Partner) or any of its Affiliates with the General Partner, the Partnership or a Subsidiary, (i) any Partner (other than the General Partner) or any officer, director, employee, agent, trustee, Affiliate, Partner or stockholder of such Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership; (ii) no Partner (other than the General Partner) or any officer, director, employee, agent, trustee, Affiliate, Partner or stockholder of such Partner shall have any obligation pursuant to this Agreement to offer any interest in any business ventures of such Partner or Person to the Partnership, any other Partner, or any other Person; and (iii) none of the Partners, the Partnership or any other Person shall have any rights by virtue of this Agreement or the relationship established hereby in any business ventures of any other Partner or Person.

Section 4.05. Transactions with Affiliates. Subject to the provisions of ‎Section 4.04, the Partnership may enter into any transaction or arrangement with the General Partner or Subsidiaries of the Partnership or other Persons in which the Partnership has an equity investment on terms and conditions determined by the General Partner. Without limiting the foregoing, but subject to ‎Section 4.04, (a) the Partnership may (i) lend funds to, or borrow funds from, the General Partner or to Subsidiaries of the Partnership or other Persons in which the Partnership has an equity investment, (ii) transfer Assets to joint ventures, limited liability companies, partnerships, corporations, business trusts or other business entities in which the General Partner, the Partnership, any of the Partnership’s Subsidiaries or any other Person in which the Partnership has an equity investment is or thereby becomes a participant, and (iii) sell, transfer or convey any property to the General Partner, the Partnership, any of the Partnership’s Subsidiaries or any other Person in which the Partnership has an equity investment the Partnership and (b) the General Partner may propose and adopt, on behalf of the Partnership, employee benefit plans funded by the Partnership for the benefit of employees of the General Partner, the Partnership or Subsidiaries of the Partnership in respect of services performed, directly or indirectly, to or for the benefit of the General Partner, the Partnership or any of the Partnership’s Subsidiaries.

Section 4.06. Limitation on Liability.

(a) General. To the fullest extent permitted by Law, no Indemnitee, in such capacity, shall be liable to the Partnership, any Partner or any of their respective Affiliates, for any losses sustained or liabilities incurred as a result of any act or omission of such Person if (i) either (A) the Indemnitee, at the time of such act or omission, determined in good faith that its, his or her course of conduct was in, or not opposed to, the best interests of the Partnership or (B) in the case of omission by the Indemnitee, the Indemnitee did not intend its, his or her inaction to be harmful or opposed to the best interests of the Partnership and (ii) the act or omission did not constitute fraud or willful misconduct by the Indemnitee.

(b) Action in Good Faith. An Indemnitee acting under this Agreement shall not be liable to the Partnership for its, his, or her good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand, restrict, or eliminate the duties and liabilities of such Persons otherwise existing at Law or in equity, are agreed by the Partners to replace fully and completely such other duties and liabilities of such Persons. Whenever the General Partner or the Partnership is permitted or required to make a decision or take an action under this Agreement (i) in making such decisions, such Person shall be entitled to take into account its own interests as well as the interests of the Partners as a whole or (ii) in its “good faith” or under another expressed standard, such Person shall act under such express standard and shall not be subject to any other or different standards.

(c) Outside Counsel. The General Partner may consult with legal counsel, accountants and financial or other advisors, and any act or omission suffered or taken by the General Partner on behalf of the Partnership or in furtherance of the interests of the Partnership in good faith in reliance upon and in accordance with the advice of such counsel, accountants or financial or other advisors will be full justification for any such act or omission, and the General Partner will be fully protected in so acting or omitting to act so long as such counsel or accountants or financial or other advisors were selected with reasonable care.

Section 4.07. Indemnification.

(a) General. The Partnership shall indemnify and hold harmless each Indemnitee (and such Person’s heirs, successors, assigns, executors or administrators) to the full extent permitted by Law and to the same extent and in the same manner provided by the provisions of Article VI of the Amended and Restated Bylaws of the General Partner applicable to officers and directors and the applicable provisions of the Stockholder’s Agreement as if such provisions were set forth herein, mutatis mutandis, and applied to each such Indemnitee.

(b) Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this ‎Section 4.07 shall not be exclusive of any other right that any person may have or hereafter acquire under any law, agreement, vote of stockholders or disinterested directors, provisions of a certificate of incorporation or bylaws, or otherwise.

(c) Nature of Rights. The rights conferred upon Indemnitees in this ‎Section 4.07 shall be contract rights and shall continue as to an Indemnitee who has ceased to be the General Partner, an Affiliate of the General Partner, the Tax Representative, the Designated Individual, or an officer or director of the General Partner, the Partnership, or their respective Affiliates. Any amendment, alteration or repeal of this ‎Section 4.07 or of Article VI of the Amended and Restated Bylaws of the General Partner or the Stockholder’s Agreement that would adversely affect any right of an Indemnitee or its successors shall apply prospectively only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place before such amendment, alteration or repeal.

Article V

BOOKS AND RECORDS

Section 5.01. Books and Records.

(a) General. The Partnership shall maintain in its principal business office, or any other place as may be determined by the Partnership, the books and records of the Partnership.

(b) Specific Records. In particular, the Partnership shall maintain:

(i) A register containing the name, address, and number and class of Interests (including Equivalent Interests) of each Partner, and such other information as the General Partner may deem necessary or desirable and attached to this Agreement as ‎0 (as may be amended or updated from time to time, the “Register”). The General Partner shall from time to time update the Register as necessary to ensure the Register is accurate, including as a result of any sales, exchanges, or other Transfers, or any redemptions, issuances, or similar events involving Interests. Except as required by Law, no Partner shall be entitled to receive a copy of the Register or of the information set forth in the Register relating to any Partner other than itself.

(ii) A copy of the Certificate of Limited Partnership and this Agreement and all amendments thereto.

Section 5.02. Financial Accounts. At all times during the continuance of the Partnership, the Partnership shall prepare and maintain separate books of account for the Partnership for financial reporting purposes, on an accrual basis, in accordance with United States generally accepted accounting principles, consistently applied.

Section 5.03. Inspection; Confidentiality. The General Partner may keep confidential from the Partners (or any of them) for such period of time as the General Partner determines to be reasonable, any information (a) that the General Partner believes to be in the nature of trade secrets, (b) the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or the General Partner, or (c) that the Partnership or the General Partner is required by Law, agreement, or customary commercial practice to keep confidential. Subject to the provisions of the previous sentence, the Partners (personally or through an authorized representative) may, for purposes reasonably related to their respective interests in the Partnership, examine and copy (at their own cost and expense) the books and records of the Partnership at all reasonable business hours upon reasonable prior notice.

Section 5.04. Information to Be Provided by General Partner to Partners. The Partnership shall deliver or otherwise make accessible (whether through SEC’s Electronic Data Gathering Analysis (“EDGAR”) system or otherwise) to each Partner a copy of any information mailed or delivered electronically to all of the common stockholders of the General Partner as soon as practicable after such mailing or electronic delivery.

Article VI

Tax Matters, ACCOUNTING, AND REPORTING

Section 6.01. Tax Matters.

(a) Tax Returns. The Partnership shall use reasonable best efforts to cause to be prepared and timely filed (taking into account available extensions) all federal, state, and local, and non-U.S. tax returns of the Partnership for each year for which such returns are required to be filed and shall determine the appropriate treatment of each tax item of the Partnership and make all other determinations with respect to such tax returns.

(b) Other Tax Matters. Each of the provisions of ‎0, which address various tax matters, is incorporated into, and shall constitute a part of, this Agreement.

Section 6.02. Accounting and Fiscal Year. Unless otherwise determined by the Partnership or required by Code section 706, the fiscal year of the Partnership (the “Fiscal Year”) shall be the calendar year, or, in the case of the last Fiscal Year of the Partnership, the fraction thereof ending on the date on which the winding up of the Partnership is completed.

Article VII

INTEREST TRANSFERS AND Partner WITHDRAWALS

Section 7.01. Transfer Generally Prohibited. No Interests shall be Transferred, in whole or in part, except in accordance with the terms and conditions set forth in this ‎Article VII and ‎Article XI. Any Transfer or purported Transfer of an Interest not made in accordance with this ‎Article VII or ‎Article XI shall be null and void ab initio. Interests shall not be subject to the claims of any creditor, spouse for alimony or support, or legal process and may not be voluntarily or involuntarily alienated or encumbered except as may be specifically provided in this Agreement.

Section 7.02. Conditions Generally Applicable to All Transfers. All Transfers are subject to the satisfaction of the following conditions:

(a) Transfers by Partners other than the General Partner.

(i) Consent of General Partner. No Partner other than the General Partner shall Transfer any portion of its Interests to any transferee without the consent of the General Partner unless the Transfer is a Related-Party Transfer or a GKFF Transfer.

(ii) Assumption of Obligations; No Relief from Obligations. Any transferee of all or a portion of an Interest (whether or not admitted as a Substituted Partner) shall take subject to and assume, by operation of Law or express agreement, all of the obligations of the transferor Partner under this Agreement with respect to such Transferred Interest. No Transfer (other than pursuant to a statutory merger or consolidation pursuant to which all obligations and liabilities of the transferor Partner are assumed by a successor corporation by operation of Law) shall relieve the transferor Partner of its obligations under this Agreement without the approval of the General Partner.

(iii) No Rights as Partner. No transferee, whether by a voluntary Transfer, by operation of Law or otherwise, shall have any rights under this Agreement unless admitted as a Substituted Partner.

(b) Transfers by the General Partner.

(i) Consent of Partners. The General Partner may not Transfer any of its Interests without the consent of a Majority-in-Interest of the Partners, except in connection with an Applicable Sale or Termination Transaction or to a wholly owned subsidiary in accordance with ‎Section 7.02(b)(ii).

(ii) Transfer to Subsidiary. Subject to compliance with the other provisions of this ‎Article VII, the General Partner may Transfer all of its Interests at any time to any Person that is, at the time of such Transfer, a direct or indirect wholly owned Subsidiary of the General Partner without the consent of any Partner and may designate the transferee to become the new General Partner for all purposes of this Agreement.

(c) Withholding with Respect to a Transfer of Interests. A Partner making a Transfer permitted by this Agreement shall comply with ‎Section 4.10(b) of ‎0.

(d) Other Restrictions on Transfer. In addition to any other restrictions on Transfer in this Agreement, no Partner may Transfer an Interest (including by way of acquisition of Interests by the General Partner or any other acquisition of Interests by the Partnership) if the Partnership determines:

(i) Based on the advice of nationally recognized tax counsel, such Transfer would create a material risk of the Partnership being classified as an association taxable as a corporation for U.S. federal, state, or local income tax purposes;

(ii) That the Transfer would be to any Person or entity that lacks the legal right, power or capacity to own an Interest;

(iii) That the Transfer would be in violation of Law;

(iv) That the Transfer would be of any fractional or component portion of an Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of an Interest;

(v) That the Transfer would create a material risk that the Partnership would become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in ERISA Section 3(14)) or a “disqualified person” (as defined in Code section 4975(c));

(vi) Based on the advice of counsel, that the Transfer would create a material risk that any portion of the Assets would constitute assets of any employee benefit plan pursuant to Department of Labor Reg. § 2510.2-101;

(vii) That the Transfer would require the registration of such Interest pursuant to any applicable federal or state securities Laws;

(viii) Based on advice of counsel, that such Transfer would create a material risk that the Partnership would become a reporting company under the Exchange Act; or

(ix) Based on the advice of counsel, that the Transfer would subject the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended.

Section 7.03. Substituted Partners.

(a) Admission as Partner. A transferee of Interests of a Partner, other than a Related-Party Transferee or a GKFF Transferee, may be admitted as a Substituted Partner only with the consent of the Partnership. A Related-Party Transferee and a GKFF Transferee shall be admitted as a Substituted Partner without the consent of the Partnership, subject to compliance with ‎Section 7.03(b). The failure or refusal by the Partnership to permit a transferee of Interests to become a Substituted Partner shall not give rise to any cause of action against the Partnership or the General Partner. A transferee who has been admitted as a Substituted Partner in accordance with this ‎Article VII shall have all the rights and powers and be subject to all the restrictions and liabilities of a Partner under this Agreement.

(b) Documents to Be Provided by Transferee. No transferee shall be admitted as a Substituted Partner until and unless it furnishes to the Partnership (i) evidence of acceptance, in form and substance satisfactory to the Partnership, of all the terms, conditions and applicable obligations of this Agreement, including the representations and warranties set forth in ‎Section 1.09 (ii) a counterpart signature page to this Agreement executed by such transferee and (iii) such other documents and instruments as the Partnership may require to effect such transferee’s admission as a Substituted Partner, including a certification from the transferee or an opinion of counsel reasonably acceptable to the Partnership in respect of any of the restrictions on transfer set forth in Section 7.02(d) (which certification or opinion may be waived, in whole or in part in the sole discretion of the Partnership).

(c) Amendment of Books and Records. In connection with, and as evidence of, the admission of a Substituted Partner, the General Partner or the Partnership shall amend the Register and the books and records of the Partnership to reflect the name, address and number of Interests of such Substituted Partner and to eliminate or adjust, if necessary, the name, address and number of Interests of the predecessor of such Substituted Partner.

Section 7.04. Drag-Along and Tag-Along Rights.

(a) Drag-Along Rights.

(i) If at any time the General Partner and/or its Affiliates (excluding, for purposes of this ‎Section 7.04(a), the Partnership and its Subsidiaries) desire to Transfer in one or more transactions a sufficient portion of its and/or their Interests (or any beneficial interest therein) to constitute a Change of Control to a bona fide third party that is not an Affiliate of the General Partner (an “Applicable Sale”), the General Partner may require each other Partner either (i) to sell the same ratable share of its Interests as is being sold by the General Partner and such Affiliates (based upon the total Interests held by the General Partner and its Affiliates at such time) on the same terms and conditions and/or (ii) to exchange its Interests pursuant to ‎Section 11.01(b) (each, a “Drag-Along Right”). The General Partner may in its sole discretion elect to cause the General Partner and/or the Partnership to structure the Applicable Sale as a merger or consolidation or as a sale of the Partnership’s Assets.

(ii) No Partner shall have any dissenters’ rights, appraisal rights or similar rights in connection with any Applicable Sale, and no Partner may object to any subsequent liquidation or other distribution of the proceeds from an Applicable Sale that is a sale of Assets. Each Partner agrees to consent to, and raise no objections against, an Applicable Sale. In the event of the exercise by the General Partner of its Drag-Along Right pursuant to this ‎Section 7.04(a), each Partner shall take all reasonably necessary and desirable actions approved by the General Partner in connection with the consummation of the Applicable Sale, including the execution of such agreements and such instruments and other actions reasonably necessary to provide customary and reasonable representations, warranties, indemnities, covenants, conditions and other agreements relating to such Applicable Sale and to otherwise effect the transaction; provided, however, that (A) such Partners shall not be required to give disproportionately greater or more onerous representations, warranties, indemnities, or covenants than the General Partner or its Affiliates, (B) such Partners shall not be obligated to bear any share of the out-of-pocket expenses, costs, or fees (including attorneys’ fees) incurred by the Partnership or its Affiliates in connection with such Applicable Sale unless and to the extent that such expenses, costs, and fees were incurred for the benefit of the Partnership or all of its Partners, (C) such Partners shall not be obligated or otherwise responsible for more than their proportionate shares of any indemnities or other liabilities incurred by the Partnership and the Partners as sellers in respect of such Applicable Sale, and (D) any indemnities or other liabilities approved by the General Partner shall be limited, in respect of each Partner, to such Partner’s share of the proceeds from the Applicable Sale.

(iii) At least five (5) Business Days before consummation of an Applicable Sale, the General Partner shall (i) provide the Partners written notice (the “Applicable Sale Notice”) of the Applicable Sale, which notice shall contain (A) the name and address of the third-party purchaser, (B) the proposed purchase price, terms of payment, and other material terms and conditions of the purchaser’s offer, together with a copy of any binding agreement with respect to the Applicable Sale and (C) notification of whether the General Partner has elected to exercise its Drag-Along Right and (ii) promptly notify the Partners of all proposed changes to the material terms and keep the Partners reasonably informed as to all material terms relating to the Applicable Sale or contribution, and promptly deliver to the Partners copies of all final material agreements relating to the Applicable Sale not already provided in accordance with this Section 7.4(a)(iii) or otherwise. The General Partner shall provide the Partners written notice of the termination of an Applicable Sale within five (5) Business Days following such termination, which notice shall state that the Applicable Sale Notice served with respect to such Applicable Sale is rescinded.

(b) Tag-Along Rights.

(i) Except in connection with an Applicable Sale or Termination Transaction or a Transfer to a wholly owned subsidiary in accordance with ‎Section 7.02(b)(ii), if the General Partner and/or its Affiliates proposes to Transfer Common Interests (a “Tag-Along Sale”) to a bona fide third party that is not an Affiliate of the General Partner, then each other Partner holding Common Interests shall have the right and option (the “Tag-Along Right”), but not the obligation, to sell its Common Interests up to the Tag-Along Amount (as defined below) applicable to the Tag-Along Seller in that Tag-Along Sale, at the same price, for the same form of consideration, and on the same terms and conditions as the General Partner and/or its Affiliates (including customary representations, covenants, indemnities, and agreements), subject to the provisions of this Section 7.4(b) (those Partners that exercise the Tag-Along Right, the “Tag-Along Sellers”). Each Tag-Along Seller shall pay its pro rata share of the expenses incurred by all Persons participating as sellers in the Tag-Along Sale. As used in this Section 7.4(b), “Tag-Along Amount” means, with respect to any Tag-Along Seller, the number of Common Interests equal to the product of (x) the total number of Common Interests then owned by that Tag-Along Seller, multiplied by (y) a fraction, the numerator of which is the total number of Common Interests to be acquired by the bona fide third party that is not an Affiliate of the General Partner in the Tag-Along Sale, and the denominator of which is the total number of Common Interests outstanding at that time.

(ii) At least fifteen (15) Business Days prior to any Tag-Along Sale, the General Partner shall cause the Partnership to deliver a written notice (the “Tag-Along Sale Notice”) to each other Partner holding Common Interests, specifying in reasonable detail (A) the identity of the proposed transferee, (B) the proposed purchase price per Common Interest (including form of consideration), (C) a summary of the other proposed material terms and conditions of the Tag-Along Sale, and (D) that the acquiror has been informed of the participation rights under this Section 7.4(b) and has agreed to purchase Common Interests from each Tag-Along Seller up to such Tag-Along Seller’s Tag-Along Amount. Each Tag-Along Seller may elect to participate in the Tag-Along Sale by delivering irrevocable written notice (a “Tag-Along Participation Notice”) to the Partnership within seven (7) Business Days after delivery of the Tag-Along Sale Notice. The Tag-Along Participation Notice shall state either (x) that the Tag-Along Seller elects to include in the Tag-Along Sale its full Tag-Along Amount or (y) if such Tag-Along Seller elects to include in the Tag-Along Sale a lesser number of Common Interests, that lesser number of Common Interests (that amount, in either case, the “Included Interests”). Any failure by a Tag-Along Seller to deliver a Tag-Along Participation Notice to the Partnership within the seven (7)-Business Day period shall be deemed an irrevocable election by such Tag-Along Seller not to participate in the Tag-Along Sale with respect to the Common Interests held by that Tag-Along Seller, and the General Partner shall have the right to sell to the acquiror Common Interests representing the non-participating Tag-Along Seller’s Tag-Along Amount, on terms and conditions no more favorable in any material respect to the General Partner and/or its Affiliates than those stated in the Tag-Along Sale Notice.

(iii) The Tag-Along Participation Notice shall constitute a binding agreement by the applicable Tag-Along Seller to sell the Included Interests in the Tag-Along Sale on the terms and conditions specified in the Tag-Along Sale Notice if the Tag-Along Sale is consummated upon those terms. In addition, by delivering the Tag-Along Participation Notice, a Tag-Along Seller agrees to the following: (A) prior to the closing of any Tag-Along Sale, to execute and deliver (or cause to be executed and delivered) any purchase agreement or other documentation required by the acquiror to consummate the Tag-Along Sale, which purchase agreement and other documentation shall be on terms no less favorable in any material respect to that Tag-Along Seller than those executed by the General Partner and/or its Affiliates participating in the Tag-Along Sale; and (B) at the closing of any such transaction, to take all other actions reasonably necessary or desirable to cause the consummation of the Tag-Along Sale. In connection with a Tag-Along Sale pursuant to this Section 7.4(b), each Tag-Along Seller shall make the same representations and warranties as required by the General Partner and/or its Affiliates participating in the Tag-Along Sale and shall be obligated to join on a pro rata basis in any indemnification or other obligations that the General Partner and/or its Affiliates agree to provide in connection with that Tag-Along Sale (other than any indemnification obligations with respect to representations and warranties given by a Person as to that Person and not as to any other Person). Each Tag-Along Seller hereby constitutes and appoints the General Partner, with full power of substitution and resubstitution, as the true and lawful attorneys-in-fact for that Tag-Along Seller and in that Tag-Along Seller’s name, place, and stead and for that Tag-Along Seller’s use and benefit, to sign, execute, certify, acknowledge, swear to, file, deliver, and record any and all agreements, certificates, consents, instruments, and other documents which the General Partner and/or its Affiliates may deem reasonably necessary, desirable, or appropriate, and to take any other action reasonably necessary or advisable, for the purposes of effecting any Tag-Along Sale and the transfer of the Tag-Along Seller’s Common Interests in connection with that Tag-Along Sale. This power of attorney is a special power of attorney coupled with an interest and is irrevocable, may be exercised by any such attorney-in-fact by listing the Tag-Along Seller executing any agreement, certificate, instrument or other document with the single signature of any such attorney-in-fact acting as attorney-in-fact for that Tag-Along Seller, shall survive the death, disability, legal incapacity, bankruptcy, insolvency, dissolution, or cessation of existence of that Tag-Along Seller and shall survive the Transfer by a Tag-Along Seller of all or any portion of that Tag-Along Seller’s Common Interests.

(iv) The closing of the Tag-Along Sale shall be held at the place and on the date as determined by the General Partner and/or its Affiliates and the acquiror, but in no event later than one hundred and thirty-five (135) days (or longer, if reasonably necessary to comply with applicable Law) after delivery of the Tag-Along Participation Notice. Upon the consummation of the Tag-Along Sale, each Tag-Along Seller shall be entitled to receive the consideration for that Tag-Along Seller’s Common Interests sold pursuant to this Section 7.4(b) less that Tag-Along Seller’s pro rata share of the expenses of the transaction including, without limitation, legal, accounting, and investment banking fees and expenses, the determination of expenses to be determined by the General Partner. If the Tag-Along Sale is not consummated within such one hundred and thirty-five (135)-day period, the General Partner and/or its Affiliates initiating the Tag-Along Sale may not sell any Common Interests unless it has again complied in full with this Section 7.4(b).

(v) Nothing in this Agreement shall constitute an obligation on the part of the General Partner and/or its Affiliates proposing to engage in a Tag-Along Sale to consummate a transaction.

Section 7.05. Partnership Right to Call Interests. Beginning on the date on which the aggregate Percentage Interests of the Partners (other than the General Partner and its Subsidiaries) are less than five (5) percent, the Partnership shall have the right, but not the obligation, from time to time and at any time to redeem all (but not less than all) outstanding Exchangeable Interests by treating each Partner as an Exchangeable Interest Partner who has delivered an Elective Exchange Notice pursuant to Section 3.1(a) of Annex D in respect of all of such Exchangeable Interest Partner’s Exchangeable Interests. The Partnership shall exercise this right by giving notice to an Exchangeable Interest Partner stating that the Partnership has elected to exercise its rights under this ‎Section 7.05. The notice given by the Partnership to an Exchangeable Interest Partner pursuant to this ‎Section 7.05 shall be treated as if it were an Elective Exchange Notice delivered to the Partnership by such Exchangeable Interest Partner. For purposes of this ‎Section 7.05, the provisions of Annex B shall apply except to the extent otherwise determined by the Partnership.

Section 7.06. Withdrawal.

(a) Permissible Withdrawals. Subject to any Interest Designation, no Partner may withdraw from the Partnership other than:

(i) As a result of a Transfer of all of such Partner’s Interests in accordance with this ‎Article VII or ‎Article XI with respect to which the transferee becomes a Substituted Partner;

(ii) Pursuant to an acquisition by the General Partner or Subsidiary of the General Partner of all of its Interests; or

(iii) With the consent of the Partnership.

(b) Consequences of Withdrawal. Any Partner who Transfers all of its Interests in a Transfer (i) permitted pursuant to this ‎Article VII where such transferee was admitted as a Substituted Partner or (ii) to the General Partner, whether or not pursuant to ‎Section 11.01, shall cease to be a Partner but shall continue to have the obligations of a former Partner that are expressly set forth in this Agreement.

Section 7.07. Restrictions on Termination Transactions.

(a) General. Except as provided in ‎Section 7.07(b), neither the Partnership nor the General Partner shall engage in, or cause or permit, a Termination Transaction.

(b) Consent. The Partnership or General Partner may engage in, cause, or permit a Termination Transaction only if at least one of the following conditions is satisfied:

(i) A Majority-in-Interest of the Partners give Consent;

(ii) In connection with any such Termination Transaction, each holder of Common Interests (other than the General Partner and its wholly owned Subsidiaries) will receive, or will have the right to elect to receive, for each Common Interest an amount of cash, securities or other property equal to the greatest amount of cash, securities or other property that the holder of Common Interests would have received had it exercised its right to Exchange pursuant to ‎Article XI and received Class A Common Stock in exchange for its Common Interests immediately before such Termination Transaction; or

(iii) All of the following conditions are met: (1) substantially all of the Assets directly or indirectly owned by the Partnership before the announcement of the Termination Transaction are, immediately after the Termination Transaction, owned directly or indirectly by the Partnership or another limited partnership or Limited Partnership that is the survivor of a merger, consolidation or combination of assets with the Partnership (in each case, the “Surviving Company”); (2) the Surviving Company is classified as a partnership for U.S. federal income tax purposes and each of its Subsidiaries has the same classification for U.S. federal, state, and local tax purposes immediately after the Termination Transaction that each Subsidiary had immediately before the Termination Transaction; (3) the rights of such Partners with respect to the Surviving Company (including pursuant to a Tax Receivable Agreement) are at least as favorable as those of Partners holding Interests immediately before the consummation of such transaction (except to the extent that any such rights are consistent with clause (4) of this ‎Section 7.07(b)(iii)) and as those applicable to any other limited partners or non-General Partners of the Surviving Company; and (4) such rights include the right to cause their interests in the Surviving Company to be redeemed at any time or times for cash in an amount equal to the Fair Market Value of such interest at the time of redemption, as determined at least once every calendar quarter by an independent appraisal firm of recognized national standing retained by the Surviving Company.

Section 7.08. Incapacity. If a Partner is subject to Incapacity, the executor, administrator, trustee, committee, guardian, conservator, or receiver of such Partner’s estate shall have the same rights as the Incapacitated Partner possessed to Transfer its Interests. The Incapacity of a Partner, in and of itself, shall not dissolve or terminate the Partnership.

Article VIII

ADMISSION OF ADDITIONAL PARTNERS

Section 8.01. Admission of Additional Partners.

(a) Requirements for Admission. A Person (other than a then-existing Partner) who makes a Capital Contribution to the Partnership in exchange for Interests and in accordance with this Agreement shall be admitted to the Partnership as an Additional Partner only upon furnishing to the General Partner (i) evidence of acceptance, in form and substance satisfactory to the General Partner, of all of the terms and conditions of this Agreement, including the power of attorney granted in ‎Section 12.01, (ii) a counterpart signature page to this Agreement executed by such Person, and (iii) such other documents or instruments as may be required by the General Partner in order to effect such Person’s admission as an Additional Partner. In connection with, and as evidence of, the admission of an Additional Partner, the General Partner shall amend the Register and the books and records of the Partnership to reflect the name, address, number and type of Interests of such Additional Partner.

(b) Consent of Partnership Required. Notwithstanding anything to the contrary in this ‎Section 8.01, no Person shall be admitted as an Additional Partner without the consent of the Partnership, provided, however, Transfers allowed under Section 7.02(a)(i) shall be deemed approved by the Partners. The admission of any Person as an Additional Partner shall become effective on the date determined by the Partnership (but in no case earlier than the satisfaction of all the conditions set forth in ‎Section 8.01(a)).

Section 8.02. Limit on Number of Partners. Unless otherwise permitted by the General Partner, no Person shall be admitted to the Partnership after the date of this Agreement as an Additional Partner if the effect of such admission would be to cause the Partnership to have a number of Partners (including as Partners for this purpose those Persons indirectly owning an interest in the Partnership through another partnership, a Limited Partnership, a subchapter S corporation or a grantor trust) that would (i) cause the Partnership to become a reporting company under the Exchange Act or (ii) result in the Partnership at any time during its taxable year having more than 100 Partners (as determined under Treas. Reg. § 1.7704-1(h)(1)(ii), taking into account the provisions of Treas. Reg. § 1.7704-1(h)(3)).

Article IX

DISSOLUTION, LIQUIDATION AND TERMINATION

Section 9.01. Dissolution Generally.

(a) Dissolution Only in Accordance with This Agreement. The Partnership shall not be dissolved by the substitution of Partners or the admission of Additional Partners in accordance with the terms of this Agreement. The Partnership may be dissolved, liquidated and terminated only pursuant to the provisions of this ‎Article IX, and the Partners hereby irrevocably waive any and all other rights they may have to cause a dissolution of the Partnership or a sale or partition of any or all of the Partnership’s Assets.

(b) Termination of Partners. The death, retirement, resignation, expulsion, Bankruptcy, insolvency or dissolution of a Partner or the occurrence of any other event that terminates the continued Partnership of a Partner in the Partnership shall not in and of itself cause dissolution of the Partnership.

Section 9.02. Events Causing Dissolution.

(a) Actions by Partners. No Partner shall take any action to dissolve, terminate or liquidate the Partnership, or require apportionment, appraisal or partition of the Partnership or any of its Assets, or file a bill for an accounting, except as specifically provided in this Agreement, and each Partner, to the fullest extent permitted by Law, waives any rights to take any such actions under Law, including any right to petition a court for judicial dissolution under Section 18-802 of the Act.

(b) Liquidating Events. The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Liquidating Event”):

(i) an election to dissolve the Partnership made by the General Partner, with the Consent of a Majority-in-Interest of the Partners;

(ii) the expiration of forty-five (45) days after the sale or other disposition of all or substantially all Assets; or

(iii) any other event that results in a mandatory dissolution under the Act.

Section 9.03. Distribution upon Dissolution.

(a) Order of Distributions. Upon the dissolution of the Partnership pursuant to ‎Section 9.02, the General Partner (or, in the event that the General Partner has dissolved, become Bankrupt or ceased to operate, any Person elected by a Majority-in-Interest of the Partners (the General Partner or such other Person, the “Liquidator”)) shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s Assets and liabilities, and the Partnership’s Assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of stock in the General Partner) shall be applied and distributed in the following order:

(i) First, to the satisfaction of all of the Partnership’s Debts and liabilities to creditors, including Partners who are creditors (other than with respect to liabilities owed to Partners in satisfaction of liabilities for previously declared distributions), whether by payment or the making of reasonable provision for payment thereof;

(ii) Second, to the satisfaction of all of the Partnership’s liabilities to the Partners in satisfaction of liabilities for previously declared distributions, whether by payment or the making of reasonable provision for payment thereof; and

(iii) The balance, if any, to the Partners, in the same order of priorities provided for in ‎Article III.

(b) Discretion of Liquidator and General Partner.

(i) Notwithstanding the provisions of ‎Section 9.03(a) that require liquidation of the Assets, but subject to the order of priorities set forth therein, if before or upon dissolution of the Partnership, the Liquidator determines that an immediate sale of part or all of the Partnership’s Assets would be impractical or would cause undue loss to the Partners, the Liquidator may, in its sole discretion, defer for a reasonable time the liquidation of any Assets except those necessary to satisfy liabilities of the Partnership (including to those Partners as creditors) and/or distribute to the Partners, in lieu of cash, as tenants-in-common and in accordance with the provisions of ‎Section 9.03(a), undivided interests in such Partnership Assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and any agreements governing the operation of such properties at such time. The Liquidator shall determine the Fair Market Value of any property distributed in kind using such reasonable method of valuation as it may adopt.

(ii) In the sole discretion of the General Partner, a pro rata portion of the distributions that would otherwise be made to the Partners pursuant to this ‎Article IX may be:

(a) Distributed to a trust established for the benefit of the General Partner and the Partners for the purpose of liquidating Partnership Assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership and/or Partnership activities. The assets of any such trust shall be distributed to the Partners, from time to time, in the reasonable discretion of the General Partner, in the same proportions and amounts as would otherwise have been distributed to the Partners pursuant to this Agreement; or

(b) Withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided, that such withheld or escrowed amounts shall be distributed to the Partners in the manner and order of priority set forth in ‎Section 9.03(a) as soon as practicable.

Section 9.04. Rights of Partners. Except as otherwise provided in this Agreement and subject to the rights of any Partner set forth in an Interest Designation, (a) each Partner shall look solely to the Assets for the return of its Capital Contribution, (b) no Partner shall have the right or power to demand or receive property other than cash from the Partnership, and (c) no Partner shall have priority over any other Partner as to the return of its Capital Contributions or distributions.

Section 9.05. Termination. The Partnership shall terminate when all of the Assets, after payment of or due provision for all Debts, liabilities, and obligations of the Partnership, have been distributed to the Partners in the manner provided for in this ‎Article IX and the Certificate of Limited Partnership shall have been cancelled in the manner required by the Act.

Article X

PROCEDURES FOR ACTIONS AND CONSENTS
OF PARTNERS; AMENDMENTS; MEETINGS

Section 10.01. Actions and Consents of Partners. The actions requiring Consent of any Partner pursuant to this Agreement or otherwise pursuant to Law are subject to the procedures set forth in this ‎Article X.

Section 10.02. Amendments. Except as otherwise required or permitted by this Agreement (including Section 4.1(e) and ‎Section 4.01(f)), amendments to this Agreement must be approved by the General Partner; provided, that no amendment may be made without the consent of any Partner holding Common Interests that would be adversely affected by that amendment; provided, further, that the consent of any Partner holding Common Interests that would be adversely affected shall not be required for any amendment or action that affects all Partners holding the same class or series of Interests on a uniform or pro rata basis if that amendment or action is approved by a Majority-in-Interest of the Partners of that class or series. Additionally, ‎Article XI of this Agreement shall not be amended without the prior written consent of Holdings. Upon obtaining any such Consent, or any other Consent required by this Agreement, and without further action or execution by any other Person, including any Partner, (i) any amendment to this Agreement may be implemented and reflected in a writing executed solely by the General Partner, and (ii) the Partners shall be deemed a party to and bound by that amendment of this Agreement.

Section 10.03. Procedures for Meetings and Actions of the Partners.

(a) Time; Quorum; Consent. Meetings of the Partners may be called only by the General Partner and shall state the nature of the business to be transacted. Notice of any such meeting shall be given to all Partners entitled to act at the meeting not less than two (2) Business Days nor more than ninety (90) days before the date of such meeting. Partners may vote in Person or by proxy at such meeting. Unless approval by a different number or proportion of the Partners is required by this Agreement or any Interest Designation, the affirmative vote of a Majority-in-Interest of the Partners shall be sufficient to approve such proposal at a meeting of the Partners. Whenever the Consent of any Partners is permitted or required under this Agreement, such Consent may be given at a meeting of Partners or in accordance with the procedure prescribed in ‎Section 10.03(b).

(b) Written Consents. Any action requiring the Consent of any Partner or a group of Partners pursuant to this Agreement or that is required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a Consent in writing or by electronic transmission and filed with the General Partner setting forth the action so taken or consented to is given by Partners whose affirmative vote would be sufficient to approve such action or provide such Consent at a meeting of the Partners. Such Consent may be in one or several instruments and shall have the same force and effect as the affirmative vote of such Partners at a meeting of the Partners. An action so taken shall be deemed to have been taken at a meeting held on the effective date so certified. For purposes of obtaining a Consent in writing or by electronic transmission, the General Partner may require a response within a reasonable specified time, and failure to respond in such time period shall constitute a Consent that is consistent with the General Partner’s recommendation with respect to the proposal.

(c) Proxy. Each Partner entitled to act at a meeting of Partners may authorize any Person or Persons to act for it by proxy on all matters in which a Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Each proxy must be signed by the Partner or its attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy (or there is receipt of a proxy authorizing a later date). Every proxy shall be revocable at the pleasure of the Partner executing it, such revocation to be effective upon the Partnership’s receipt of written notice of such revocation from the Partner executing such proxy, unless such proxy states that it is irrevocable and is coupled with an interest.

(d) Record Date for Meetings and Other Purposes.

(i) The General Partner may set, in advance, a Record Date (x) for the purpose of determining the identities of the Partners entitled to Consent to any action or entitled to receive notice of or vote at any meeting of the Partners or (y) to make a determination of Partners for any other proper purpose. Any such date shall not be before the close of business on the day the Record Date is fixed and shall be not more than ninety (90) days and, in the case of a meeting of the Partners, not less than two (2) Business Days, before the date on which the meeting is to be held.

(ii) If no Record Date is set, the Record Date for the determination of Partners entitled to notice of or vote at a meeting of the Partners shall be at the close of business on the day on which the notice of the meeting is sent, and the Record Date for any other determination of Partners shall be the effective date of such Partner action, distribution or other event. When a determination of the Partners entitled to vote at any meeting of the Partners has been made as provided in this ‎Section 10.03(d), such determination shall apply to any adjournment thereof.

(e) Conduct of Meetings. Each meeting of Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate.

(f) Waivers. Any time period for notice with respect to meetings or consents of the Partners may be waived by a Partner as to such Partner.

Article XI

EXCHANGE RIGHTS

Section 11.01. Elective and Mandatory Exchanges.

(a) Elective Exchanges. Subject to the policy regarding Exchanges set forth in ‎0, as amended from time to time by the Partnership (the “Policy Regarding Exchanges”), an Exchangeable Interest Partner shall have the right, from time to time, to surrender Exchangeable Interests (free and clear of all liens, encumbrances, rights of first refusal and similar restrictions, except for those arising under this Agreement) to the Partnership or the General Partner and to thereby cause the Partnership or the General Partner to deliver to that Exchangeable Interest Partner (or its designee) the Exchange Consideration as set forth in ‎Section 11.03 (an “Elective Exchange”).

(b) Mandatory Exchange Events. Interests are subject to Mandatory Exchange in each of the following circumstances:

(i) pursuant to ‎Section 7.04, if an Applicable Sale is determined to be a Mandatory Exchange event in the sole discretion of the General Partner;

(ii) pursuant to ‎Section 7.05; or

(iii) in the discretion of the General Partner, with the consent of Partners whose Class B Interests represent fifty percent (50%) of the Class B Interests of all Partners in the aggregate, all Partners will be required to exchange all Exchangeable Interests then held by the Partners.

(c) Mandatory Exchange Notices and Dates. Upon the occurrence of any of the circumstances set out in ‎Section 11.01(b), the General Partner may exercise its right to cause a mandatory exchange of a Partner’s Exchangeable Interests (a “Mandatory Exchange”) by delivering to each Partner a written notice pursuant to the notice provisions in ‎Section 12.06 (a “Mandatory Exchange Notice”). A Mandatory Exchange Notice will specify the basis for the Mandatory Exchange, the Exchangeable Interests of the Partnership to which the Mandatory Exchange applies, and the effective date of such Mandatory Exchange (the “Mandatory Exchange Date”), which shall be no earlier than ten (10) Business Days after delivery of the Mandatory Exchange Notice. The Partner receiving the Mandatory Exchange Notice shall use its best efforts to deliver the Certificates, as applicable, representing the applicable Exchangeable Interests (free and clear of all liens, encumbrances, rights of first refusal and similar restrictions, except for those arising under this Agreement) no later than one (1) Business Day prior to the Mandatory Exchange Date. Upon the Mandatory Exchange Date, the Partnership will effect the Mandatory Exchange.

Section 11.02. Additional Terms Applying to Exchanges.

(a) Rights of Exchangeable Interest Partner. On an Exchange Date, all rights of the Exchangeable Interest Partner as a holder of the Exchangeable Interests shall cease, and, unless the Partnership or General Partner, as applicable, has elected Cash Settlement as to all Exchangeable Interests tendered, the General Partner shall cause the transfer agent or registrar of the General Partner to update the stock register of the General Partner such that the Exchangeable Interest Partner (or its designee) is a record holder of the shares of Class A Common Stock to be received by the Exchangeable Interest Partner (or its designee) in respect of such Exchange. For the avoidance of doubt, if the Exchangeable Interests are Class B Interests, upon such Exchange, the Exchangeable Interest Partner shall surrender to the Corporation the number of shares of Class B Common Stock held by such Class B Interest Partner equal to the number of Exchangeable Interests subject to such Exchange.

(b) Right of the General Partner to Acquire Exchangeable Interests. The General Partner shall have the right but not the obligation to have the General Partner (in lieu of the Partnership) acquire Exchangeable Interests directly from an Exchangeable Interest Partner in exchange for the elected Exchange Consideration.

(c) Expenses. Except as otherwise agreed by the Partnership or the General Partner, the Partnership and each Exchangeable Interest Partner shall bear their own expenses in connection with the consummation of any Exchange, whether or not any such Exchange is ultimately consummated. Notwithstanding the foregoing sentence, the Partnership or the General Partner shall bear any transfer taxes, stamp taxes or duties, or other similar taxes in connection with, or arising by reason of, any Exchange; provided, however, that if any shares of Class A Common Stock are to be delivered pursuant to an Elective Exchange in a name other than that of the Exchangeable Interest Partner that requested the Exchange (or The Depository Trust Company or its nominee for the account of a participant of The Depository Trust Company that will hold the shares for the account of such Partner) or the Cash Settlement is to be paid to a Person other than the Exchangeable Interest Partner that requested the Exchange, then such Partner or the Person in whose name such shares are to be delivered or to whom the Cash Settlement is to be paid shall pay to the General Partner (or the Partnership at the General Partner’s direction) the amount of any transfer taxes, stamp taxes or duties, or other similar taxes in connection with, or arising by reason of, such Exchange or shall establish to the reasonable satisfaction of the General Partner that such tax has been paid or is not payable.

Section 11.03. Exchange Consideration; Settlement.

(a) Generally. the General Partner has the right, in its sole discretion, to elect the form of Exchange Consideration with respect to any Exchange. On an Exchange Date, provided the Exchangeable Interest Partner has satisfied its obligations under Annex D and not validly retracted such proposed Exchange, the General Partner shall deliver or cause to be delivered the Exchange Consideration to such Exchangeable Interest Partner (or its designee), at the address set forth on the applicable Exchange Notice. If the General Partner elects a Cash Settlement, the General Partner shall only be obligated to contribute to the Partnership (or, if the General Partner elects to settle directly pursuant to ‎Section 11.02(b), settle directly for an amount equal to) an amount in respect of such Cash Settlement equal to the net proceeds (after deduction of any underwriters’ discounts and commissions) from the sale by the General Partner of a number of shares of Class A Common Stock equal to the number of Exchangeable Interests being Exchanged for such Cash Settlement. Except as otherwise required by Law, the General Partner shall, for U.S. federal income tax purposes, be treated as paying an appropriate portion of the selling expenses described in the previous sentence as agent for and on behalf of the Exchangeable Interest Partner.

(b) Notice of Intended Exchange Consideration. On the later of (i) at least two (2) Business Days before the Exchange Date and (ii) one (1) Business Day after receiving an Elective Exchange Notice, the General Partner shall give written notice to the Partnership (with a copy to the Exchangeable Interest Partner) of its intended Exchange Consideration. If the General Partner does not timely deliver such written notice, the General Partner shall be deemed to have elected to settle the Exchange with shares of Class A Common Stock.

(c) Settlement through Depository Trust Company. To the extent the Class A Common Stock is settled through the facilities of The Depository Trust Company, the General Partner or the Partnership will, upon the written instruction of an Exchangeable Interest Partner, deliver the shares of Class A Common Stock deliverable to such Exchangeable Interest Partner through the facilities of The Depository Trust Company to the account of the participant of The Depository Trust Company designated by such Exchangeable Interest Partner in the Exchange Notice.

(d) Obligations of the General Partner and the Partnership. Upon any Exchange, the General Partner or the Partnership, as applicable, shall take such actions as (i) may be required to ensure that such Partner receives the shares of Class A Common Stock and/or the Cash Settlement that such Exchangeable Interest Partner is entitled to receive in connection with such Exchange pursuant to ‎Section 11.03(a), and (ii) may be reasonably within its control that would cause such Exchange to be treated as a direct exchange between the General Partner and the Partner for U.S. federal and applicable state and local income tax purposes.

Section 11.04. Adjustment. To the extent not reflected in an adjustment to the Exchange Rate, if there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Common Stock is converted or changed or exchanged into or for another security, securities or other property, then, upon any subsequent Exchange, an Exchangeable Interest Partner shall be entitled to receive the amount of such security, securities or other property that such Exchangeable Interest Partner would have received if such Exchange had occurred immediately before the effective date of such reclassification, reorganization, recapitalization or other similar transaction, taking into account any adjustment as a result of any subdivision (by any split, distribution or dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, recapitalization or otherwise) of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transaction. For the avoidance of doubt, if there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Common Stock is converted or changed or exchanged into or for another security, securities or other property, this ‎Section 11.04 shall continue to be applicable, mutatis mutandis, with respect to such security or other property.

Section 11.05. Class A Common Stock to Be Issued in Connection with an Exchange.

(a) Class A Common Stock Reserve. The General Partner shall at all times reserve and keep available out of its authorized but unissued Class A Common Stock, solely for the purpose of issuance upon an Exchange, such number of shares of Class A Common Stock as shall be deliverable under this Agreement upon all such Exchanges; provided, however, that the General Partner may satisfy its obligations in respect of any such Exchange by delivery of unencumbered purchased shares of Class A Common Stock (which may or may not be held in the treasury of the General Partner or any subsidiary thereof).

(b) Rule 16(b) Exemption. The General Partner has taken and will take all such steps as may be required to cause to qualify for exemption under Rule 16b-3(d) or (e), as applicable, under the Exchange Act, and be exempt for purposes of Section 16(b) under the Exchange Act, any acquisitions or dispositions of equity securities of the General Partner (including derivative securities with respect thereto) and any securities that may be deemed to be equity securities or derivative securities of the General Partner for such purposes that result from the transactions contemplated by this Agreement, by each director or officer of the General Partner (including directors-by-deputization) who may reasonably be expected to be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the General Partner upon the registration of any class of equity security of the General Partner pursuant to Section 12 of the Exchange Act.

(c) Validity of Class A Common Stock. The General Partner covenants that all shares of Class A Common Stock issued upon an Exchange will, upon issuance, be validly issued, fully paid and non-assessable and not subject to any preemptive right of stockholders of the General Partner or any right of first refusal or other right in favor of any Person.

Section 11.06. Withholding. Each Partner acknowledges and agrees that the Partnership may be required by Law to deduct and withhold any amounts by reason of any federal, state, local, or non-U.S. tax laws or regulations in respect of any Exchange, as provided in ‎Section 4.10(c) of ‎0.

Section 11.07. Tax Treatment. Unless otherwise agreed to in writing by the Exchangeable Interest Partner and the General Partner, it is intended that, for U.S. federal and applicable state and local income tax purposes, each Exchange be treated as direct exchange between the General Partner and the Exchangeable Interest Partner that is a taxable transaction to the Exchangeable Interest Partner. All applicable parties shall treat each Exchange consistently with the intended treatment for all U.S. federal and applicable state and local tax purposes unless otherwise required by Law.

Section 11.08. Contribution by the General Partner. On the Exchange Date (i) the General Partner shall contribute to the Partnership the shares of Class A Common Stock and/or Cash Settlement that the General Partner has elected to deliver and that the Partner is entitled to receive in the applicable Exchange and (ii) the Partnership shall issue to the General Partner a number of Class A Interests equal to the number of Exchangeable Interests surrendered by the Partner.

Article XII

MISCELLANEOUS

Section 12.01. Conclusive Nature of Determinations. All determinations, interpretations, calculations, adjustments and other actions of the General Partner, the Partnership, the Board of Directors (or a committee to which the Board of Directors has delegated such authority), or a designee of any of the foregoing that are within such Person’s authority under this Agreement shall be binding and conclusive on a Partner absent manifest error. In connection with any such determination, interpretation, calculation, adjustment, or other action, the General Partner, the Partnership, the Board of Directors (or a committee to which the Board of Directors has delegated such authority), or the designee of any of the foregoing shall be entitled to resolve any ambiguity with respect to the manner in which such determination, interpretation, calculation, adjustment or other action is to be made or taken, and shall be entitled to interpret the provisions of this Agreement in such a manner as such Person determines to be fair and equitable, and such resolution or interpretation shall be binding and conclusive on a Partner absent manifest error.

Section 12.02. Partnership Counsel. THE PARTNERSHIP, THE GENERAL PARTNER AND AFFILIATED ENTITIES MAY BE REPRESENTED BY THE SAME COUNSEL. THE ATTORNEYS, ACCOUNTANTS AND OTHER EXPERTS WHO PERFORM SERVICES FOR THE PARTNERSHIP MAY ALSO PERFORM SERVICES FOR THE GENERAL PARTNER AND AFFILIATES THEREOF. THE GENERAL PARTNER MAY, WITHOUT THE CONSENT OF THE PARTNERS, EXECUTE ON BEHALF OF THE PARTNERSHIP ANY CONSENT TO THE REPRESENTATION OF THE PARTNERSHIP THAT COUNSEL MAY REQUEST PURSUANT TO THE NEW YORK RULES OF PROFESSIONAL CONDUCT OR SIMILAR RULES IN ANY OTHER JURISDICTION. THE PARTNERSHIP HAS INITIALLY SELECTED FREDERIC DORWART, LAWYERS PLLC (“PARTNERSHIP COUNSEL”) AND GIBSON, DUNN & CRUTCHER LLP (“PARTNERSHIP TAX COUNSEL”) AS LEGAL COUNSEL TO THE PARTNERSHIP (COLLECTIVELY, “LEGAL COUNSEL”). EACH PARTNER ACKNOWLEDGES THAT LEGAL COUNSEL DOES NOT REPRESENT ANY PARTNER IN ITS CAPACITY AS SUCH IN THE ABSENCE OF A CLEAR AND EXPLICIT WRITTEN AGREEMENT TO SUCH EFFECT BETWEEN SUCH PARTNER AND PARTNERSHIP COUNSEL (AND THEN ONLY TO THE EXTENT SPECIALLY SET FORTH IN SUCH AGREEMENT), AND THAT IN THE ABSENCE OF ANY SUCH AGREEMENT LEGAL COUNSEL SHALL OWE NO DUTIES TO ANY PARTNER. EACH PARTNER FURTHER ACKNOWLEDGES THAT, WHETHER OR NOT LEGAL COUNSEL HAS IN THE PAST REPRESENTED OR IS CURRENTLY REPRESENTING SUCH PARTNER WITH RESPECT TO OTHER MATTERS, UNLESS OTHERWISE EXPRESSLY AGREED BY LEGAL COUNSEL, LEGAL COUNSEL HAS NOT REPRESENTED THE INTERESTS OF ANY PARTNER IN THE PREPARATION AND/OR NEGOTIATION OF THIS AGREEMENT. EACH PARTNER HEREBY AGGREES TO SUCH MULTIPLE REPRESENTATIONS BY LEGAL COUNSEL AND THE CONFLICTS OF INTERERST THAT MAY BE INHERENT IN SUCH REPRESENTATIONS.

Section 12.03. Appointment of General Partner as Attorney-in-Fact.

(a) Execution of Documents. Each Partner, including each Additional Partner and Substituted Partner that is a Partner, irrevocably makes, constitutes and appoints the General Partner, any Liquidator, and authorized officers and attorneys-in-fact of each, and each of those acting singly, in each case with full power of substitution, as its true and Lawful attorney-in-fact with full power and authority in its name, place and stead to execute, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to carry out the provisions of this Agreement, including:

(i) All certificates and other instruments (including counterparts of this Agreement), and all amendments thereto, that the General Partner deems appropriate to form, qualify, continue or otherwise operate the Partnership as a Limited Partnership (or other entity in which the Partners will have limited liability comparable to that provided in the Act) in the jurisdictions in which the Partnership may conduct business or in which such formation, qualification or continuation is, in the opinion of the General Partner, necessary or desirable to protect the limited liability of the Partners.

(ii) All amendments to this Agreement adopted in accordance with the terms of this Agreement, and all instruments that the General Partner deems appropriate in accordance with the terms of this Agreement.

(iii) All conveyances of Partnership Assets and other instruments that the General Partner reasonably deems necessary in order to complete a dissolution and termination of the Partnership pursuant to this Agreement.

(b) Power and Interest. The appointment by all Partners of the General Partner as attorney-in-fact shall be deemed to be a power coupled with an interest in recognition of the fact that each of the Partners under this Agreement will be relying upon the power of the General Partner to act as contemplated by this Agreement in any filing and other action by it on behalf of the Partnership, shall survive the Incapacity of any Person hereby giving such power and the Transfer of all or any portion of such Person’s Interests, and shall not be affected by the subsequent Incapacity of the principal.

Section 12.04. Entire Agreement. This Agreement, together with the Tax Receivable Agreement, the Registration Rights Agreement, and the Stockholder Agreement, in each case, as amended, supplemented or restated in accordance with its terms, and the other documents contemplated hereby and thereby, constitute the entire agreement between the parties hereto pertaining to the subject matter hereof and fully supersede any and all prior or contemporaneous agreements or understandings between the parties to this Agreement pertaining to the subject matter hereof, including the Existing Agreement.

Section 12.05. Further Assurances. Each of the parties to this Agreement does hereby covenant and agree on behalf of itself, its successors, and its assigns, without further consideration, to prepare, execute, acknowledge, file, record, publish, and deliver such other instruments, documents and statements, and to take such other action as may be required by Law or reasonably necessary to effectively carry out the intent and purposes of this Agreement.

Section 12.06. Notices. Any notice, consent, payment, demand, or communication required or permitted to be given by any provision of this Agreement shall be in writing and shall be (a) delivered personally to the Person or an officer of the Person to whom the same is directed, (b) sent by facsimile, overnight mail or registered or certified mail, return receipt requested, postage prepaid, or (c) (except with respect to notice to the Partnership or the General Partner) sent by email, with electronic, written or oral confirmation of receipt, in each case addressed as follows:

(i) if to the Partnership or the General Partner:

c/o Excelerate Energy Limited Partnership
2445 Technology Forest Blvd, Level 6

The Woodlands, TX 77381

Attention:

Email:

with a copy (which shall not constitute notice) to:

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, NY 10166

Attention: Andrew L. Fabens

Email: AFabens@gibsondunn.com

Frederic Dorwart, Lawyers PLLC

124 East 4^th Street

Tulsa, Oklahoma 74114

Attention: H. Steven Walton

Email: swalton@fdlaw.com

or to such other address as the Partnership may from time to time specify by notice to the Partners;

(ii) if to any Partner, to:

the address, email, or facsimile number of such Partner set forth in the records of the Partnership.

Any such notice shall be deemed to be delivered, given and received for all purposes as of: (A) the date so delivered, if delivered personally, (B) upon receipt, if sent by facsimile or email, or (C) on the date of receipt or refusal indicated on the return receipt, if sent by registered or certified mail, return receipt requested, postage and charges prepaid and properly addressed.

Section 12.07. Governing Law. This Agreement, including its existence, validity, construction, and operating effect, and the rights of each of the parties to this Agreement, shall be governed by and construed in accordance with the Laws of the State of Delaware without regard to otherwise governing principles of conflicts of Law.

Section 12.08. Jurisdiction and Venue. The parties to this Agreement agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be brought in the Delaware Chancery Court or, if such court shall not have jurisdiction, any federal court located in the State of Delaware or other Delaware state court (the “Selected Courts”), and each of the parties hereby irrevocably consents to the jurisdiction of the Selected Courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any Selected Court. Without limiting the foregoing, each party agrees that service of process on such party in the manner provided for notice in ‎Section 12.06 shall be deemed effective service of process on such party.

Section 12.09. Equitable Remedies. The parties to this Agreement agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or was otherwise breached. It is accordingly agreed that the parties to this Agreement shall be entitled to an injunction or injunctions and other equitable remedies to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any of the Selected Courts, this being in addition to any other remedy to which they are entitled at Law or in equity. Any requirements for the securing or posting of any bond with respect to such remedy are hereby waived by each of the parties to this Agreement. Each party further agrees that, in the event of any action for an injunction or other equitable remedy in respect of such breach or enforcement of specific performance, it will not assert the defense that a remedy at Law would be adequate.

Section 12.10. Construction. This Agreement shall be construed as if all parties to this Agreement prepared this Agreement.

Section 12.11. Counterparts. This Agreement may be executed in any number of counterparts, and each such counterpart shall for all purposes be deemed an original, and all such counterparts shall together constitute but one and the same agreement.

Section 12.12. Third-Party Beneficiaries. Except as provided in ‎Section 4.07, nothing in this Agreement, express or implied, is intended or shall be construed to give any Person other than the parties to this Agreement (or their respective legal representatives, successors, heirs and distributees) any legal or equitable right, remedy or claim under or in respect of any agreement or provision contained herein, it being the intention of the parties to this Agreement that this Agreement is for the sole and exclusive benefit of such parties (or such legal representatives, successors, heirs and distributees) and for the benefit of no other Person.

Section 12.13. Binding Effect. Except as otherwise expressly provided herein, all of the terms and provisions of this Agreement shall be binding on, shall inure to the benefit of and shall be enforceable by the Partners, their heirs, executors, administrators, successors and all other Persons hereafter holding, having or receiving an interest in the Partnership, whether as Substituted Partners or otherwise.

Section 12.14. Severability. If any provision of this Agreement as applied to any party or any circumstance shall be adjudged by a court to be void, unenforceable or inoperative as a matter of Law, then the same shall in no way affect any other provision in this Agreement, the application of such provision in any other circumstance or with respect to any other party, or the validity or enforceability of the Agreement as a whole.

Section 12.15. Survival. The provisions of ‎Section 4.06 (Limitation on Liability), ‎Section 4.07 (Indemnification), ‎Section 12.01 (Conclusive Nature of Determinations), ‎Section 12.03 (Appointment of General Partner as Attorney-in-Fact), ‎Section 12.04 (Entire Agreement), ‎Section 12.05 (Further Assurances), ‎Section 12.06 (Notices), ‎Section 12.07 (Governing Law), ‎Section 12.08 (Jurisdiction and Venue), ‎Section 4.8 (Survival of Obligations) of ‎0 and this ‎Section 12.15 (Survival) (and any other provisions of this Agreement necessary for the effectiveness of the enumerated sections) shall survive the termination of the Partnership and/or the termination of this Agreement.

Article XIII

DEFINED TERMS

Section 13.01. Definitions. Unless otherwise indicated to the contrary, the following definitions shall be applied to the terms used in this Agreement:

“Act” means the Delaware Revised Uniform Partnership Act, 6 Del. C. §§ 15-101, et seq. (as it may be amended from time to time), and any successor to such statute.

“Additional Funds” is defined in ‎Section 2.05(a).

“Additional Partner” means a Person who is admitted to the Partnership as a Partner pursuant to the Act and ‎Section 8.01, who is shown as such on the books and records of the Partnership, and who has not ceased to be a Partner pursuant to the Act and this Agreement.

“Affiliate” means, with respect to a specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person; provided, however, that (i) none of the Partners or their parent companies or Affiliates shall be deemed to be an Affiliate of any other Partner or its parent company or Affiliates and (ii) none of the Partners or their parent companies or Affiliates shall be deemed to be an Affiliate of the Partnership or any of its Affiliates. With respect to any Person who is an individual, “Affiliate” shall also include, without limitation, any Family Member of such Person.

“Agreement” means this Amended and Restated Limited Partnership Agreement of Excelerate Energy Limited Partnership, together with the Schedules and Exhibits to this Agreement, as now or hereafter amended, restated, modified, supplemented, or replaced.

“Applicable Sale” is defined in ‎Section 7.04(a)(i).

“Applicable Sale Notice” is defined in ‎Section 7.04(a)(iii).

“Assets” means any assets and property of the Partnership.

“Assumed Tax Liability” is defined in ‎Section 3.02(b).

“Assumed Tax Rate” means (a) the highest combined effective U.S. federal, state, and local marginal rate of income tax applicable to an individual resident in Tulsa, Oklahoma for the Fiscal Year or (b) such lesser rate, determined by the General Partner with the prior consent of a Majority-in-Interest of the Partners, provided that in no Fiscal Year shall the Assumed Tax Rate be less than the highest combined effective U.S. federal, state, and local marginal rate of income tax applicable to a corporation doing business in Houston, Texas for the Fiscal Year.

“Available Cash” means, after taking into account amounts determined by the General Partner to be reasonably necessary or advisable to be retained by the Partnership to meet actual or anticipated, direct or indirect, expenses, capital investments, working capital needs or liabilities (actual, contingent or otherwise) of the Partnership, including the payment of any Imputed Underpayment or for the operation of the business of the Partnership, or to create reasonable reserves for any of the foregoing, cash (in United States dollars) of the Partnership that the General Partner determines is available for distribution to the Partners.

“Bankruptcy” means, with respect to any Person, the occurrence of any event specified in Section 18-304 of the Act with respect to such Person, and the term “Bankrupt” has a correlative meaning.

“Board of Directors” means the Board of Directors of the General Partner.

“Business Day” means any weekday, excluding any legal holiday observed pursuant to United States federal or California State Law or regulation.

“Capital Account” is defined in ‎0.

“Capital Contribution” means, with respect to any Partner, the aggregate amount of money and the initial Asset Value of property (other than money) in such form as may be permitted by the Act that the Partner contributes (or is treated as contributing) to the Partnership.

“Capital Stock” means a share of any class or series of stock of the General Partner now or hereafter authorized.

“Capital Transaction Proceeds” means the proceeds of the sale, exchange, or other disposition in a single transaction or series of related transactions of all or substantially all of the assets of the Partnership followed by a liquidation of the Partnership. For the avoidance of doubt, Capital Transaction Proceeds shall not include Operating Cash Flow.

“Cash Settlement” means immediately available funds in U.S. dollars in an amount equal to the product of (x) the number of shares of Class A Common Stock that would otherwise be delivered to a Partner in an Exchange, multiplied by (y) the price per share, net of underwriting discounts and commissions, at which Class A Common Stock is issued by the General Partner in an underwritten offering or block trade commenced in anticipation of the applicable Exchange (a “Liquidity Offering”); or (z) if no such Liquidity Offering occurs prior to the applicable Exchange, the arithmetic average of the volume-weighted average prices for a share of Class A Common Stock on the principal U.S. securities exchange or automated or electronic quotation system on which the Class A Common Stock trades, as reported by The Wall Street Journal or its successor, for each of the three (3) consecutive full Business Days ending on and including the last full Business Day immediately before the Exchange Date, in each case subject to appropriate and equitable adjustment for any stock splits, reverse splits, stock dividends or similar events affecting the Class A Common Stock. If the Class A Common Stock no longer trades on a securities exchange or automated or electronic quotation system, then the amount specified in clause (y) shall be determined in good faith by a committee of the Board of Directors composed of a majority of the directors of the General Partner that do not have an interest in the Exchangeable Interests and, if the applicable Exchangeable Interests are Class B Interests, shares of Class B Common Stock being Exchanged.

“Certificate of Limited Partnership” is defined in the recitals of this Agreement.

“Certificates” means (A) if certificated, any certificates representing Exchangeable Interests, (B) if certificated, any stock certificates representing the shares of Class B Common Stock required to be surrendered in connection with an Exchange of Class B Interests, and (C) such other information, documents or instruments as either the General Partner (or the General Partner’s transfer agent) or the Partnership may reasonably require in connection with an Exchange. If any certificate or other document referenced in the immediately preceding sentence is alleged to be lost, stolen or destroyed, the Exchangeable Interest Partner shall cooperate with and respond to the reasonable requests of the General Partner (or the General Partner’s transfer agent) and the Partnership and, if required by the General Partner or the Partnership, furnish an affidavit of loss and/or an indemnity against any claim that may be made against the General Partner or the Partnership on account of the alleged loss, theft or destruction of such certificate or other document.

“Change of Control” means, as of any date of determination, in one transaction or a series of related transactions, the Transfer of Interests (or any beneficial interest therein) of the Partnership representing more than fifty (50) percent of the outstanding Common Interests as of such date of determination.

“Class A Common Stock” means the Class A common stock of the General Partner, $0.001 par value per share.

“Class A Interest” is defined in ‎Section 2.01(b)(i).

“Class B Common Stock” means the Class B Common Stock of the General Partner, $0.001 par value per share.

“Class B Interest” is defined in ‎Section 2.01(b)(ii).

“Code” means the Internal Revenue Code of 1986, as amended. All references in this Agreement to sections of the Code shall include any corresponding provision or provisions of succeeding Law.

“Common Stock” means the Class A Common Stock or the Class B Common Stock (and shall not include any additional series or class of the General Partner’s common stock created after the date of this Agreement).

“Common Interest” means a Class A Interest, a Class B Interest, and any other Interest designated as a Common Interest by the Partnership.

“Consent” means the consent to, approval of, or vote in favor of a proposed action by a Partner given in accordance with ‎Article X.

“control,” including the terms “controlled by” and “under common control with,” means with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, as trustee or executor, as general partner or General Partner, by contract or otherwise, including the ownership, directly or indirectly, of securities having the power to elect a majority of the Board of Directors or similar body governing the affairs of such Person.

“de minimis” shall mean an amount small enough as to make not accounting for it commercially reasonable or accounting for it administratively impractical, in each case as determined by the General Partner.

“Debt” means, as to any Person, as of any date of determination, (i) all indebtedness of such Person for borrowed money or the deferred purchase price of property or services; (ii) all amounts owed by such Person to banks or other Persons in respect of reimbursement obligations under letters of credit, surety bonds and other similar instruments guaranteeing payment or other performance of obligations by such Person; and (iii) obligations of such Person as lessee under capital leases.

“Drag-Along Right” is defined in ‎Section 7.04(a).

“Elective Exchange” is defined in ‎Section 11.01(a).

“Elective Exchange Date” means the effective date of an Elective Exchange.

“Elective Exchange Notice” is defined in Section 3.1(a) of Annex D.

“Equivalent Interests” means Interests with preferences, conversion and other rights (other than voting rights), restrictions, limitations as to dividends and other distributions, qualifications, terms and conditions of redemption (the “Terms”) that are (a) relative to the Common Interests and the other classes and series of Interests that correspond to classes and series of Capital Stock, and (b) substantially the same as (or corresponding to) the Terms that any new Capital Stock or New Securities have relative to the Common Stock and other classes and series of Capital Stock or New Securities. The foregoing shall not apply to matters such as voting for Partners of the Board of Directors that are not applicable to the Partnership. In comparing the economic rights of any Preferred Stock with the economic rights of any Interests, the effect of taxes may be taken into account.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Exchange” means any Elective Exchange or Mandatory Exchange.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor statute thereto, and the rules and regulations of the SEC promulgated thereunder.

“Exchange Consideration” shall mean, in the case of any Exchange, (x) the number of shares of Class A Common Stock that is equal to the product of the number of Exchangeable Interests surrendered in the Exchange multiplied by the Exchange Rate (the “Stock Consideration”), (y) the Cash Settlement, or (z) a combination of the Stock Consideration and the Cash Settlement.

“Exchange Date” means an Elective Exchange Date or Mandatory Exchange Date.

“Exchange Rate” means, in respect of any Exchange, subject to ‎Section 11.04, a ratio, expressed as a fraction, the numerator of which shall be the number of shares of Class A Common Stock outstanding immediately before the Exchange and the denominator of which shall be the number of Class A Interests owned by the General Partner immediately before the Exchange. On the date of this Agreement, the Exchange Rate shall be 1.

“Exchangeable Interest” means each Class B Interest and any other Interest designated as an Exchangeable Interest by the Partnership.

“Exchangeable Interest Partner” means each Partner, other than the General Partner and any of its wholly owned Subsidiaries, that holds an Exchangeable Interest.

“Existing Agreement” is defined in the recitals of this Agreement.

“Fair Market Value” of Interests or other property, means the cash price that a third party would pay to acquire all of such Interests (computed on a fully diluted basis after giving effect to the exercise of any and all outstanding conversion rights, exchange rights, warrants and options) or other property, as the case may be, in an arm’s-length transaction. Unless otherwise determined by the Partnership, the following assumptions will be made when determining the Fair Market Value of Interests:

(a) that the Partnership was being sold in a manner reasonably designed to solicit all possible participants and permit all interested Persons an opportunity to participate and achieve the best value reasonably available to the Partners at the time; and

(b) that all existing circumstances are taken into account, including the terms and conditions of all agreements (including this Agreement) to which the Partnership is then a party or by which it is otherwise benefited or affected, determined.

“Family Members” means, as to a Person that is an individual, such Person’s spouse, ancestors (whether by blood or by adoption), descendants (whether by blood or by adoption), brothers and sisters (whether by blood or by adoption) and inter vivos or testamentary trusts of which only such Person and his spouse, ancestors (whether by blood or by adoption), descendants (whether by blood or by adoption), brothers and sisters (whether by blood or adoption) are beneficiaries.

“Fiscal Year” is defined in ‎Section 6.02.

“General Partner” is defined in the preamble to this Agreement.

“GKFF Transfer” means a Transfer by a Holdings of all or part of its Interests to a GKFF Transferee.

“GKFF Transferee” means the George Kaiser Family Foundation or any Affiliate or subsidiary thereof.

“Incapacity” or “Incapacitated” means, (i) as to any Partner who is an individual, death, total physical disability or entry by a court of competent jurisdiction adjudicating such Partner incompetent to manage his or her Person or his or her estate; (ii) as to any Partner that is a corporation or limited liability company, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter; (iii) as to any Partner that is a partnership, the dissolution and commencement of the winding up of the partnership; (iv) as to any Partner that is an estate, the distribution by the fiduciary of the estate’s entire interest in the Partnership; (v) as to any trustee of a trust that is a Partner, the termination of the trust (but not the substitution of a new trustee); or (vi) as to any Partner, the Bankruptcy of such Partner.

“Incentive Compensation Plan” means any plan, agreement or other arrangement that provides for the grant or issuance of equity or equity-based awards and that is now in effect or is hereafter adopted by the Partnership or the General Partner for the benefit of any of their respective employees or other service providers (including directors, advisers and consultants), or the employees or other services providers (including directors, advisers and consultants) of any of their respective Affiliates or Subsidiaries.

“Included Interests” is defined in ‎Section 7.04(b)(ii).

“Indemnitee” means each Partner, each Affiliate of such Partner, the Tax Representative, the Designated Individual and each officer, director, member, or manager (and any person acting in an officer capacity on behalf of such manager) of each Partner, the Partnership or their respective Affiliates, in all cases in such capacity.

“Interest” means a fractional share of the Limited Partnership interest in the Partnership, which may be a Class A Interest or Class B Interest, and shall be deemed to include any equity security received in connection with any recapitalization, merger, consolidation, or other reorganization, or by way of any distribution in respect of Interests, in any such case, after the date of this Agreement.

“Interest Designation” is defined in ‎Section 2.04(a).

“IPO” means the General Partner’s initial public offering of shares of its Class A Common Stock.

“IRS” means the United States Internal Revenue Service, or, if applicable, a state or local taxing agency.

“Law” means any applicable statute, Law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or order of any governmental authority. The term “Lawful” has a correlative meaning.

“Legal Counsel” is defined in ‎Section 12.02.

“Liquidating Event” is defined in ‎Section 9.02(b).

“Liquidator” is defined in ‎Section 9.03(a).

“Majority-in-Interest of the Partners” means Partners (excluding the General Partner and any of its wholly owned Subsidiaries) entitled to vote on or consent to any matter holding more than fifty percent (50%) of all outstanding Common Interests held by all Partners (excluding the General Partner and any of its wholly owned Subsidiaries) entitled to vote on or consent to such matter.

“Mandatory Exchange” is defined in ‎Section 11.01(c).

“Mandatory Exchange Date” is defined in ‎Section 11.01(c).

“Mandatory Exchange Notice” is defined in ‎Section 11.01(c).

“New Securities” means any equity security as defined in Rule 3a11-1 under the Securities Exchange Act of 1934, as amended, excluding grants under the Incentive Compensation Plans, including (i) rights, options, warrants, or convertible or exchangeable securities that entitle the holder thereof to subscribe for or purchase, convert such securities into, or exchange such securities for, Common Stock or Preferred Stock and (ii) any Debt issued by the General Partner that provides any of the rights described in clause (i).

“Operating Cash Flow” means all cash from the operation of the business of the Partnership (and not from an event or series of events that would give rise to Capital Transaction Proceeds), including retained earnings from or attributable to Operating Cash Flow, whether held in cash or otherwise, as reasonably determined by the Partnership.

“Partner” means any Person named as a Partner of the Partnership on the Register of this Agreement (as amended from time to time) and any Person admitted as an Additional Partner of the Partnership or a Substituted Partner of the Partnership, in each case, in such Person’s capacity as a Partner of the Partnership, until such time as such Person has ceased to be a Partner.

“Partnership” is defined in the preamble to this Agreement.

“Partnership Counsel” is defined in ‎Section 12.02.

“Partnership Tax Counsel” is defined in ‎Section 12.02.

“Percentage Interest” means, with respect to each Partner, as to any class or series of relevant Interests, the fraction, expressed as a percentage, the numerator of which is the aggregate number of Interests of such class or series held by such Partner and the denominator of which is the total number of Interests of such class or series held by all Partners, in each case determined as of the date of determination. If not otherwise specified, “Percentage Interest” shall be deemed to refer to Common Interests.

“Person” means an individual, corporation, partnership, limited liability company, limited liability partnership, joint venture, syndicate, person, trust, association, organization or other entity, including any governmental authority, and including any successor, by merger or otherwise, of any of the foregoing.

“Policies” means the policies set by the General Partner from time to time, including, but not limited to, the Insider Trading Policy, the Related Party Transactions Policy and the Guidelines for Public Disclosures and Communications With the Investment Community adopted by the Board of Directors and such other policies intended to ensure (a) administrative management matters, (b) orderly liquidity for Exchangeable Interest Partners, and (c) compliance with tax Laws and Regulations.

“Policy Regarding Exchanges” is defined in ‎Section 11.01(a).

“Preferred Stock” means shares of preferred stock of the General Partner now or hereafter authorized or reclassified that has dividend rights, or rights upon liquidation, winding up and dissolution, that are superior or prior to the Common Stock.

“Record Date” means the record date established by the Partnership for the purpose of determining the Partners entitled to notice of or vote at any meeting of Partners or to consent to any matter, or to receive any distribution or the allotment of any other rights, or in order to make a determination of Partners for any other proper purpose, which, in the case of a record date fixed for the determination of Partners entitled to receive any distribution, shall (unless otherwise determined by the Partnership) generally be the same as the record date established by the General Partner for a distribution to the Partners of its Capital Stock of some or all of its portion of such distribution.

“Register” is defined in ‎Section 5.01(b)(i).

“Registration Rights Agreement” means the Registration Rights Agreement, effective on or about the date hereof, among the General Partner and the other persons party thereto, as the same may be amended, modified, supplemented or restated from time to time.

“Regulations” means the income tax regulations, including temporary regulations and, to the extent taxpayers are permitted to rely on them, proposed regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations). References to “Treas. Reg. §” are to the sections of the Regulations.

“Related-Party Transfer” means a Transfer by a Partner of all or part of its Interests to any Related-Party Transferee.

“Related-Party Transferee” means, with respect to a Partner, (i) any Family Member of that Partner, (ii) any direct or indirect Partner or equityholder of that Partner or any Affiliate of that Partner, (iii) any Family Member of that Partner or any direct or indirect Partner or equityholder described in (ii), or (iv) the General Partner or Subsidiary of the General Partner.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Selected Courts” is defined in ‎Section 12.08.

“Stockholder’s Agreement” means that certain Stockholder’s Agreement dated April 8, 2022 by and among the General Partner and the stockholders of the General Partner party thereto.

“Subsidiary” means, with respect to any Person, any corporation or other entity if a majority of (i) the voting power of the voting equity securities or (ii) the outstanding equity interests is owned, directly or indirectly, by such Person.

“Substituted Partner” means a Person who is admitted as a Partner to the Partnership pursuant to ‎Section 7.03.

“Surviving Company” is defined ‎Section 7.07(b)(iii).

“Tag-Along Amount” is defined in ‎Section 7.04(b)(i).

“Tag-Along Participation Notice” is defined in ‎Section 7.04(b)(ii).

“Tag-Along Right” is defined in ‎Section 7.04(b)(i).

“Tag-Along Sale” is defined in ‎Section 7.04(b)(i).

“Tag-Along Sale Notice” is defined in ‎Section 7.04(b)(ii).

“Tag-Along Sellers” is defined in ‎Section 7.04(b)(i).

“Tax Distribution” is defined in ‎Section 3.02(a).

“Tax Distribution Shortfall Amount” is defined in ‎Section 3.02(d).

“Tax Receivable Agreement” means the Tax Receivable Agreement, dated as of April 12, 2022, entered into by and among the General Partner, the Partnership, each of the parties thereto identified as a “TRA Holder” or the “TRA Representative” and each of the successors and assigns thereto, and any other similar tax receivable (or comparable) agreements entered after the date of this Agreement.

“Termination Transaction” means any direct or indirect Transfer of all or any portion of the General Partner’s Interests in connection with, or the other occurrence of, (a) a merger, consolidation or other combination involving the General Partner, on the one hand, and any other Person, on the other, (b) a sale, lease, exchange or other transfer of all or substantially all of the assets of the General Partner not in the ordinary course of its business, whether in a single transaction or a series of related transactions, (c) a reclassification, recapitalization or change of the outstanding Class A Common Stock (other than a change in par value, or from par value to no par value, or as a result of a stock split or reverse stock split, stock dividend or similar subdivision), (d) the adoption of any plan of liquidation or dissolution of the General Partner, or (e) a Transfer of all or any portion of the General Partner’s Interests (other than to a wholly owned Affiliate).

“Terms” is defined in the definition of “Equivalent Interests.”

“Transfer” means, in respect of any Interests, property or other assets, any sale, assignment, hypothecation, lien, encumbrance, transfer, distribution or other disposition thereof or of a participation therein, or other conveyance of legal or beneficial interest therein, including rights to vote and receive dividends or other income with respect thereto, or any short position in a security or any other action or position otherwise reducing risk related to ownership through hedging or other derivative instruments, whether voluntarily or by operation of Law, or any agreement or commitment to do any of the foregoing. An Exchange shall not constitute a Transfer under this Agreement.

Section 13.02. Interpretation. In this Agreement and in the exhibits to this Agreement, except to the extent that the context otherwise requires:

(a) the headings are for convenience of reference only and shall not affect the interpretation of this Agreement;

(b) defined terms include the plural as well as the singular and vice versa;

(d) a reference to any statute or statutory provision shall be construed as a reference to the same as it may have been or may from time to time be amended, extended, re-enacted or consolidated and all statutory instruments or orders made under it;

(e) any reference to a “day” or “Business Day” means the whole of such day, being the period of 24 hours running from midnight to midnight;

(f) references to Articles, Sections, subsections, clauses and Exhibits are references to Articles, Sections, subsections, clauses and Exhibits to this Agreement;

(g) the words “including” and “include” and other words of similar import shall be deemed to be followed by the phrase “without limitation”; and

(h) unless otherwise specified, references to any party to this Agreement or any other document or agreement shall include its successors and permitted assigns.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above.

	EXCELERATE ENERGY, INC.

	By:	/s/ Steven Kobos
		Name: Steven Kobos
		Title: President and Chief Executive Officer

	EXCELERATE ENERGY HOLDINGS, LLC

	By:	/s/ Don Millican
		Name: Don Millican
		Title: President

ANNEX A: INITIAL INTERESTS

Partner

Interests

Excelerate Energy, Inc.

c/o Excelerate Energy Limited Partnership
2445 Technology Forest Blvd, Level 6

The Woodlands, TX 77381

Attention:

Email:

with a copy (which shall not constitute notice) to:

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, NY 10166

Attention: Andrew L. Fabens

Email: AFabens@gibsondunn.com

26,254,167 Class A Interests

Excelerate Energy Holdings, LLC

c/o Kaiser-Francis Management Company, LLC

6733 South Yale Ave, Tulsa, OK 74136

Attention:

E-mail:

with a copy (which shall not constitute notice) to:

Frederic Dorwart, Lawyers PLLC

124 East 4th Street, Tulsa, OK 74103

Attention: H. Steven Walton

E-mail: swalton@fdlaw.com

82,021,389 Class B Interests

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ANNEX B: TAX MATTERS

Article I

Definitions

“Asset Value” means, with respect to any Asset, the adjusted basis of such Asset for federal income tax purposes; provided, however, that:

(i) the initial Asset Value of any Asset (other than cash) contributed or deemed contributed by a Partner to the Partnership shall be the gross Fair Market Value of such Asset as determined by the Partnership;

(ii) the Asset Values of all Assets shall be adjusted to equal their respective gross Fair Market Values as determined by the Partnership as of the following times: (A) the acquisition of an additional interest in the Partnership by any new or existing Partner, in exchange for more than a de minimis Capital Contribution; (B) the distribution by the Partnership to a Partner of more than a de minimis amount of property as consideration for an interest in the Partnership; (C) the liquidation of the Partnership within the meaning of Treas. Reg. § 1.704-1(b)(2)(ii)(g); (D) the grant of an interest in the Partnership (other than a de minimis interest) as consideration for the provision of services to the benefit of the Partnership by an existing Partner acting in a Partner capacity or by a new Partner acting in a Partner capacity or in anticipation of becoming a Partner; or (E) any other instance in which such adjustment is permitted under Treas. Reg. § 1.704-1(b)(2)(iv); provided, however, that any adjustment pursuant to clause (A), (B), (D), or (E) above shall be made only if the Partnership determines that such adjustment is necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership;

(iii) the Asset Value of any Asset distributed to any Partner shall be the gross Fair Market Value of such Asset on the date of distribution, as determined by the Partnership; and

(iv) the Asset Values of all Assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such Assets pursuant to Code section 734(b) or Code section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Treas. Reg. § 1.704-1(b)(2)(iv)(m); provided, however, that Asset Values shall not be adjusted pursuant to this paragraph (iv) to the extent that the Partnership determines that an adjustment pursuant to paragraph (ii) of this definition of Asset Value is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this paragraph (iv).

If the Asset Value of an Asset has been determined or adjusted to paragraph (i), (ii), or (iv) of this definition of Asset Value, then such Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such Asset for purposes of computing Net Profits and Net Losses.

B-1

“Partnership Minimum Gain” has the meaning set forth as “partnership minimum gain” in Treas. Reg. § 1.704-2(b)(2) and is computed in accordance with Treas. Reg. § 1.704-2(d).

“Depreciation” means, for each Fiscal Year or other period, an amount equal to the depreciation, amortization or other cost recovery deduction allowable for federal income tax purposes with respect to an asset for such Fiscal Year or other period; provided, however, that if the Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such Fiscal Year or other period, Depreciation shall be determined in accordance with Treas. Reg. § 1.704-1(b)(2)(iv)(g)(3) or Treas. Reg. § 1.704-3(d)(2), as appropriate.

“Designated Individual” is defined in ‎Section 4.3(a)(ii) of this ‎0.

“Imputed Underpayment” is defined in ‎Section 4.4(b) of this ‎0.

“Imputed Underpayment Share” is defined in ‎Section 4.4(c)(i) of this ‎0.

“Net Profits” and “Net Losses” mean, for each Fiscal Year or other period, an amount equal to the Partnership’s taxable income or loss for such Fiscal Year or other period, determined in accordance with Code section 703(a) and, where appropriate (but including in taxable income or loss, for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code section 703(a)(1)), with the following adjustments:

(i) any income of the Partnership exempt from federal income tax and not otherwise taken into account in computing Net Profits or Net Losses pursuant to this definition shall be added to such taxable income or loss;

(ii) any expenditures of the Partnership described in Code section 705(a)(2)(B) (or treated as expenditures described in Code section 705(a)(2)(B) pursuant to Treas. Reg. § 1.704 1(b)(2)(iv)(i)) and not otherwise taken into account in computing Net Profits or Net Losses pursuant to this definition shall be subtracted from such taxable income or loss;

(iii) in the event the Asset Value of any Asset of the Partnership is adjusted in accordance with paragraph (ii) or paragraph (iii) of the definition of “Asset Value,” the amount of such adjustment shall be taken into account as gain or loss from the disposition of such Asset for purposes of computing Net Profits or Net Losses;

(iv) gain or loss resulting from any disposition of any Asset with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Asset Value of the Asset disposed of, notwithstanding that the adjusted tax basis of such Asset differs from its Asset Value;

(v) in lieu of the depreciation, amortization and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Fiscal Year;

(vi) to the extent an adjustment to the adjusted tax basis of any Asset pursuant to Code section 734(b) is required pursuant to Treas. Reg. § 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Partner’s interest in the Partnership, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the Asset) or loss (if the adjustment decreases the basis of the Asset) from the disposition of the Asset and shall be taken into account for purposes of computing Net Profits and Net Losses;

B-2

(vii) notwithstanding any other provision of this definition of Net Profits and Net Losses, any items that are specially allocated pursuant to ‎Section 3.2 and ‎Section 3.3 of this ‎0 shall not be taken into account in computing Net Profits or Net Losses, but shall be determined by applying rules analogous to those set forth in paragraphs (i) through (vi) above; and

(viii) where appropriate, references to Net Profits and Net Losses shall refer to specific items of income, gain, loss, deduction, and credit comprising or otherwise comprising Net Profits or Net Losses.

“Nonrecourse Deductions” has the meaning set forth in Treas. Reg. § 1.704-2(b)(1).

“Nonrecourse Liability” has the meaning set forth in Treas. Reg. § 1.752-1(a)(2).

“Partner Nonrecourse Debt” has the meaning given to the term “partner nonrecourse debt” in Treas. Reg. § 1.704-2(b)(4).

“Partner Nonrecourse Debt Minimum Gain” means, with respect to each Partner Nonrecourse Debt, an amount equal to the Partnership Minimum Gain that would result if such Partner Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Treas. Reg. § 1.704-2(i)(3).

“Partner Nonrecourse Deductions” has the meaning given to the term “partner nonrecourse deduction” in Treas. Reg. §§ 1.704-2(i)(l) and 1.704-2(i)(2).

“Push Out Election” means the election under Code section 6226 or Code section 6227 (or, in each case, any similar provision under the Bipartisan Budget Act of 2015 or other applicable federal, state, or local law) to “push out” an adjustment to the Partners or former Partners, including filing IRS Form 8988 (Election for Alternative to Payment of the Imputed Underpayment), or any successor or similar form, and taking any other action necessary to give effect to such election.

“Tax Representative” means, as applicable, and including the Designated Individual as the context requires, (a) for U.S. federal income tax purposes, with respect to each taxable year beginning after December 31, 2017, the Partner or other Person (including the Partnership) designated as the “partnership representative” of the Partnership under Code section 6223 for such taxable year, (b) for U.S. federal income tax purposes, with respect to each taxable year beginning before December 31, 2017, the Partner designated as the “tax matters partner” for the Partnership under Code section 6231(a)(7) (as in effect before 2018 and before amendment by Title XI of the Bipartisan Budget Act of 2015, H.R. 1314, Public Law No. 114-74), and/or (c) for state, local, or non-U.S. tax purposes, with respect to each applicable taxable period, the Partner or other Person serving in a similar capacity under any similar provisions of state, local or non-U.S. Laws, in each case, acting solely at the direction of the Partnership to the maximum extent permitted under Law.

B-3

Article II

Partner’s Capital Accounts.

The Partnership or General Partner shall establish and maintain a capital account for each Partner in accordance with Treas. Reg. § 1.704-1(b)(2)(iv) (each, a “Capital Account”). The Partnership may maintain Capital Account subaccounts for different classes of Interests, and any provisions of this Agreement pertaining to Capital Account maintenance shall apply, mutatis mutandis, to those subaccounts.

Article III

Allocations

Section 3.1 Allocations Generally. Each Fiscal Year, after adjusting each Partner’s Capital Account for all contributions and distributions with respect to such Fiscal Year and after giving effect to the allocations under ‎Section 3.2 of this ‎0 for the Fiscal Year, Net Profits and Net Losses shall be allocated among the Partners in a manner such that, after such allocations have been made, each Partner’s Capital Account balance (which may be a positive, negative, or zero balance) will equal (proportionately) (a) the amount that would be distributed to each such Partner, determined as if the Partnership were to (i) sell all of its Assets for their Asset Values, (ii) satisfy all of its liabilities in accordance with their terms with the proceeds from such sale (limited, with respect to Nonrecourse Liabilities, to the Asset Values of the Assets securing such liabilities), and (iii) distribute the remaining proceeds pursuant to the applicable provision of this Agreement, minus (b) the sum of (x) such Partner’s share of the Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain and (y) the amount, if any (without duplication of any amount included under clause (x)), that such Partner is obligated (or is deemed for U.S. tax purposes to be obligated) to contribute, in its capacity as a Partner, to the capital of the Partnership as of the last day of such Fiscal Year.

Section 3.2 Priority Allocations.

(a) Minimum Gain Chargeback, Qualified Income Offset, and Stop Loss Provisions. Each of (i) the “minimum gain chargeback” provision of Treas. Reg. § 1.704-2(f), (ii) the “chargeback of partner nonrecourse debt minimum gain” provision of Treas. Reg. § 1.704-2(i)(4), (iii) the “qualified income offset” provision in Treas. Reg. § 1.704-1(b)(2)(ii)(d)(3), and (iv) the requirement in the flush language immediately following Treas. Reg. § 1.704-1(b)(2)(ii)(d)(3) that an allocation “not cause or increase a deficit balance” in a Partner’s Capital Account is hereby incorporated by reference as a part of this Agreement. The Partnership shall make such allocations as are necessary to comply with those provisions and shall make any determinations with respect to such allocations (to the extent consistent with clauses (i) – (iv) of the preceding sentence).

(b) Nonrecourse Deductions. Nonrecourse Deductions for any Fiscal Year shall be allocated to the Partners pro rata in accordance with their Interests, unless otherwise determined by the Partnership.

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(c) Partner Nonrecourse Deductions. Any Partner Nonrecourse Deductions for any Fiscal Year shall be specially allocated to the Partner who bears the economic risk of loss (within the meaning of Treas. Reg. § 1.752-2) with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treas. Reg. § 1.704-2(i)(l).

(d) Special Basis Adjustments. To the extent an adjustment to the adjusted tax basis of any Partnership Asset, pursuant to Code section 734(b) or Code section 743(b) is required, pursuant to Treas. Reg. §§ 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Partner in complete liquidation of such Partner’s interest in the Partnership, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the Asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Partners in accordance with their interests in the Partnership in the event Treas. Reg. § 1.704-1(b)(2)(iv)(m)(2) applies, or to the Partner to whom such distribution was made in the event Treas. Reg. § 1.704-1(b)(2)(iv)(m)(4) applies.

(e) Ameliorative Allocations. Any allocations made (as well as anticipated reversing or offsetting regulatory allocations to be made) pursuant to ‎Section 3.2(a)-‎(d) of this ‎0 shall be taken into account in computing subsequent allocations pursuant to this Agreement, so that the net amount for any item so allocated and all other items allocated to each Partner pursuant to this Agreement shall be equal, to the extent possible, to the net amount that would have been allocated to each Partner pursuant to the provisions of this Agreement if those allocations had not occurred.

Section 3.3 Other Allocation Rules.

(a) In General. Except as otherwise provided in this ‎Section 3.3 of this ‎0, for income tax purposes under the Code and the Regulations, each Partnership item of income, gain, loss, deduction, and credit shall be allocated among the Partners in the same manner as its correlative item of income, gain, loss, deduction, and credit (as calculated for purposes of allocating Net Profits or Net Loss) is allocated pursuant to ‎Section 3.1 and ‎Section 3.2 of this ‎0.

(b) Section 704(c) Allocations. Notwithstanding the provisions of ‎Section 3.3(a) of this ‎0 to the contrary, in accordance with Code section 704(c)(1)(A) (and the principles of those provisions) and Treas. Reg. § 1.704-3, Partnership items of income, gain, loss, deduction, and credit with respect to any property contributed to the capital of the Partnership, or after Partnership property has been revalued under Treas. Reg. § 1.704-1(b)(2)(iv)(f) or (s), shall, solely for U.S. federal, state and local tax purposes, be allocated among the Partners so as to take into account any variation between the adjusted basis of such Partnership property to the Partnership for U.S. federal income tax purposes and its value as so determined at the time of the contribution or revaluation of Partnership property. Unless otherwise determined by the General Partner (with the consent of Holdings), the Partnership shall use the “traditional method” with respect to (i) any property contributed to the Partnership before the IPO and (ii) “reverse section 704(c) allocations” (within the meaning of Treas. Reg. § 1.704-3(a)(6)) arising before or in connection with the IPO. With respect to property contributed or section 704(c) amounts arising from revaluations made after the IPO, the Partnership may use any method permitted under Treas. Reg. § 1.704-3. Allocations pursuant to ‎‎Section 3.3(a) and this ‎Section 3.3(b) of this ‎0 are solely for U.S. federal, state, and local tax purposes and shall not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of profit, loss, or other items, pursuant to any provision of this Agreement.

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(c) Allocations in Respect of Varying Interests. If any Partner’s interest in the Partnership varies (within the meaning of Code section 706(d)) within a Fiscal Year, whether by reason of a Transfer of an Interest, redemption of an Interest by the Partnership, or otherwise, Net Profits and Net Losses for that Fiscal Year will be allocated so as to take into account such varying interests in accordance with Code section 706(d) using the daily proration method and/or such other permissible method, methods, or conventions selected by the Partnership.

(d) Timing and Amount of Allocations of Net Profits and Net Loss. Net Profits and Net Loss of the Partnership shall be determined and allocated with respect to each Fiscal Year as of the end of each such year, or at such other time or times determined by the Partnership.

(e) Modification of Allocations. The allocations set forth in ‎Section 3.1 and ‎‎Section 3.2 of this ‎0 are intended to comply with certain requirements of the Regulations. The Partnership shall be authorized to make, in its reasonable discretion, appropriate modifications to the allocations of Net Profits and Net Losses pursuant to this Agreement in order to comply with Code section 704 or applicable Regulations. Notwithstanding any provision of this Agreement to the contrary, if the Partnership reasonably determines an allocation other than the allocations that would otherwise be made pursuant to this Agreement would more appropriately reflect the Partners’ interests in the Partnership, the Partnership may in its discretion make appropriate adjustments to such allocations.

(f) Allocation of Liabilities under Code Section 752. Notwithstanding anything in this Agreement to the contrary, no Partner will take, or permit any Affiliate to take, any action that would change the allocation of liabilities for purposes of Code section 752 without the consent of the Partnership.

Article IV

Certain Tax Matters

Section 4.1 Provision of Information.

(a) Information to Be Provided by the Partnership to Partners. No later than thirty (30) days after the filing by the Partnership of the Partnership’s federal tax return (Federal Form 1065), the Partnership shall provide to each Partner a copy of Schedule K-1 of Federal Form 1065 reporting that Partner’s allocable share of items of income, gain, loss, deduction, or credit for such Fiscal Year, and such additional information as is required to be provided on Schedule K-1 or as such Partner may reasonably request for tax purposes, each as determined by the Partnership. The Partner hereby consents to receive each Schedule K-1 in respect of the Partner’s LLC Interest in the Partnership through electronic delivery.

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(b) Information to Be Provided by Partners to the Partnership.

(i) Notice of Audit or Tax Examination. Each Partner shall notify the Partnership within five (5) days after receipt of any notice regarding an audit or tax examination of the Partnership and upon any request for material information related to the Partnership by U.S. federal, state, local, or other tax authorities.

(ii) Other Relevant Tax Information. Each Partner shall provide to the Partnership upon request tax basis information about Assets contributed by it to the Partnership and such other tax information as reasonably requested by the Partnership and necessary for it to prepare its financial reports or any tax returns and such other information and/or tax forms as the Partnership reasonably requests.

(c) No Right to Partner Tax Returns. Notwithstanding anything to the contrary in this Agreement or any right to information under the Act, with respect to the financial statements or tax returns of a Partner or its Affiliates, none of the Partnership, the other Partners, such other Partner’s Affiliates or any of their respective representatives, will be entitled to review such financial statements or tax returns for any purpose, including in connection with any proceeding or other dispute (whether involving the Partnership, between the Partners, or involving any other Persons).

Section 4.2 Tax Elections. The Partnership shall have in effect (and shall cause each Subsidiary that is classified as a partnership for U.S. federal income tax purposes to have in effect) an election pursuant to Code section 754 (and any similar provisions of applicable U.S. state or local law) for the Partnership for the Fiscal Year that includes the date of the IPO and each Fiscal Year in which a sale or exchange (whether partial or complete) occurs. The Partnership shall determine whether to make any other available election pursuant to the Code or Regulations that is not otherwise expressly provided for in this Agreement, and the Partners hereby consent to all such elections.

Section 4.3 Tax Representative.

(a) Appointment and Replacement of Tax Representative.

(i) Tax Representative. For each taxable year, including Fiscal Years before the date of this Agreement, the Partnership shall act as the Tax Representative, but the Partnership may designate another Person to act as the Tax Representative and may remove, replace, or revoke the designation of any Person serving as the Tax Representative, or require that Person to resign. For any jurisdiction with respect to which the Partnership cannot serve as the Tax Representative, however, the General Partner shall act as the Tax Representative, unless otherwise determined by the Partnership.

(ii) Designated Individual. If the Tax Representative is not an individual, the Partnership shall appoint a “designated individual” for each taxable year (as described in Treas. Reg. § 301.6223-1(b)(3)(ii)) (a “Designated Individual”).

(iii) Approval by Partners. For each taxable year since the formation of the Partnership, each Partner agrees to execute, certify, acknowledge, deliver, swear to, file, and record at the appropriate public offices such documents as may be deemed necessary or appropriate to evidence the appointments described in ‎Section 4.3(a)(i) and ‎Section 4.3(a)(ii) of this ‎0, including statements required to be filed with the tax returns of the Partnership in order to effect the designation of the Tax Representative or Designated Individual (and any successor).

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(b) Authority of the Tax Representative; Delegation of Authority. The Tax Representative shall have all of the rights, duties, powers, and obligations provided for under the Code, Regulations, or other applicable guidance; provided, that, if a Person other than the Partnership is the Tax Representative, the Tax Representative shall in all cases act solely at the direction of the Partnership. The Tax Representative may delegate its authority under this ‎Section 4.3(b) of this ‎0 to a Designated Individual who shall in all cases act solely at the direction of the Partnership.

(c) Costs and Indemnification of Tax Representative and Designated Individual. Without duplication of the provisions of ‎Section 4.3(b) of this ‎0, the Partnership shall pay, or to the extent the Tax Representative or Designated Individual pays, indemnify and reimburse, to the fullest extent permitted by Law, the Tax Representative or Designated Individual for all costs and expenses, including legal and accounting fees (as such fees are incurred) and any claims incurred in connection with any tax audit or judicial review proceeding with respect to the tax liability of the Partnership.

Section 4.4 Tax Audits.

(a) Determinations with Respect to Audits and Other Tax Controversies. Except to the extent otherwise required by applicable tax Law (including Code section 6241(11)), the Partnership (acting directly and/or through the Tax Representative or Designated Individual) shall have the sole authority to make all decisions and determinations with respect to, and shall have sole authority with respect to the conduct of, tax audits or other tax controversies with respect to the Partnership, and any action taken by the Partnership (acting directly and/or through the Tax Representative or Designated Individual) in connection with any such audits or controversies shall be binding upon the Partnership and the Partners and former Partners.

(b) Determinations with Respect to Elections. The Partnership may make the election “out” under Code section 6221(b) if such an election is available, unless otherwise determined by the Partnership. If the Partnership does not make the election described in the preceding sentence, the Partnership (acting directly and/or through the Tax Representative or Designated Individual) shall have the sole authority to determine whether to cause the Partnership to make a Push Out Election with respect to any adjustment that could result in an imputed underpayment (within the meaning of Code section 6225) (an “Imputed Underpayment”).

(i) Imputed Underpayment Share. To the extent the Partnership is liable for any Imputed Underpayment, the Partnership shall determine the liability of the Partners for a share of such Imputed Underpayment, taking into account the Partners’ Interests and the status and actions of the Partners (including those described in Code section 6225(c)) (such share, an “Imputed Underpayment Share”).

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(ii) Payment of Imputed Underpayment Share. The Partnership may (A) require a Partner who is liable for an Imputed Underpayment Share to pay the amount of its Imputed Underpayment Share to the Partnership within ten (10) days after the date on which the Partnership notifies the Partner (and in the manner required by the notice) and/or (B) reduce future distributions to the Partner, such that the amount determined under clauses (A) and (B) equals the Partner’s Imputed Underpayment Share, provided, however, that no Partner shall have an obligation to make any contribution to the capital of the Partnership with respect to any Imputed Underpayment. If a Partner fails to pay any amount that it is required to pay the Partnership in respect of an Imputed Underpayment Share within such ten (10) day period, that amount shall be treated as a loan to the Partner, bearing interest at ten (10) percent annually (which interest shall increase the Partner’s Imputed Underpayment Share). Such loan shall be repayable upon demand by the Partnership. If the Partner fails to repay the loan upon demand, the full balance of the loan shall be immediately due (including accrued but unpaid interest) and the Partnership shall have the right to collect the balance in any manner it determines, including by reducing future distributions to that Partner; provided, however, that no Partner may have any Imputed Underpayment Share treated as a loan to the extent it would violate Section 402 of the Sarbanes-Oxley Act of 2002. Any Partner not permitted to treat its Imputed Underpayment Share as a loan due to the provisions of the previous sentence shall pay any Imputed Underpayment Share within ten (10) days after the date of the notice referred to in the first sentence of this ‎Section 4.4(c)(ii) of this ‎0.

Section 4.5 No Independent Actions or Inconsistent Positions. Except as required by Law or previously authorized in writing by the Partnership (which authorization may be withheld in the sole discretion of the Partnership), no Partner shall (i) independently act with respect to tax matters (including, but not limited to, audits, litigation and controversies) affecting or arising from the Partnership, or (ii) treat any Partnership item inconsistently on such Partner’s income tax return with the treatment of the item on the Partnership’s tax return and/or the Schedule K-1 (or other written information statement) provided to such Partner. Solely to the extent required by Law, this ‎Section 4.5 of this ‎0 shall not apply with respect to any “special enforcement matter” described in Code section 6241(11).

Section 4.6 United States Person. Except as permitted by the Partnership, each Partner represents and covenants that, for U.S. federal income tax purposes, it is and will at all times remain a “United States person,” within the meaning of Code section 7701, or is a disregarded entity the assets of which are treated as owned by a United States person under Treas. Reg. §§ 301.7701-1, 301.7701-2, and 301.7701-3.

Section 4.7 State, Local, and Non-U.S. Tax Law. The provisions of this Agreement with respect to U.S. federal income tax shall apply, mutatis mutandis, with respect to any similar provisions of state, local, or non-U.S. tax law as determined by the Partnership.

Section 4.8 Survival of Obligations. For purposes of this ‎Article IV of this ‎0, the term “Partner” shall include a former Partner to the extent determined by the Partnership. The rights and obligations of each Partner and former Partner under this ‎Article IV of this ‎0 shall survive the Transfer by such Partner of its Interests (or withdrawal by a Partner or redemption of a Partner’s Interests) and the dissolution of the Partnership until ninety (90) days after the applicable statute of limitations. ‎Section 4.3 (Tax Representative), ‎Section 4.4 (Tax Audits), and this ‎Section 4.8 (Survival of Obligations) of this ‎0 shall not be amended without the prior written consent of any Partner or former Partner that would be adversely impacted by such amendment.

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Section 4.9 Tax Classification. The parties intend that the Partnership shall be classified as a partnership for United States federal, state, and local tax purposes. The parties intend that the Subsidiaries of the Partnership currently classified either as disregarded entities or as partnerships for United States federal, state, and local tax purposes as of the date of this Agreement shall remain classified either as disregarded entities or as partnerships for United States federal, state, and local tax purposes. No Person shall take any action inconsistent with such classifications.

Section 4.10 Withholding.

(a) Withholding Generally. Each Partner acknowledges and agrees that the Partnership may be required by Law to deduct and withhold taxes or to fulfill other similar obligations of such Partner on any amount paid, distributed, disbursed, or allocated by the Partnership to that Partner, including upon liquidation, and any transferee of a Partner’s interest or a Substituted Partner shall, by reason of such Transfer or substitution, acknowledge, and agree to any such withholding by the Partnership, including withholding to discharge obligations of the Partnership with respect to prior distributions, allocations, or an Imputed Underpayment Share (to the extent not otherwise borne by the transferor Partner pursuant to ‎Section 4.4 of this ‎0). All amounts withheld pursuant to this ‎Section 4.10 of this ‎0 shall, except as otherwise determined by the Partnership pursuant to ‎Section 4.4(c)(ii) of this ‎0, be treated as amounts distributed to such Person pursuant to the provision of this Agreement that would have applied if such amount had actually been distributed.

(b) Additional Provisions with Respect to a Transfer of Interests. A Partner transferring Interests permitted by this Agreement shall, unless otherwise determined by the Partnership, (i) deliver to the Partnership, between ten (10) days and thirty (30) days before the Transfer, an affidavit of non-foreign status with respect to such transferor Partner that satisfies the requirements of Code section 1446(f)(2) or other documentation establishing a valid exemption from withholding pursuant to Code section 1446(f) or (ii) ensure that, contemporaneously with the Transfer, the transferee of such interest properly withholds and remits to the IRS the amount of tax required to be withheld upon the Transfer by Code section 1446(f) (and promptly provide evidence to the Partnership of such withholding and remittance). If a Partner transferring Interests will not satisfy clause (i) in connection with any such Transfer, the transferor Partner and transferee of such interest shall agree to jointly and severally indemnify and hold harmless the Partnership against any loss (including taxes, interest, penalties, and any related expenses) arising out of any failure to comply with the provisions of this ‎Section 4.10(b) of this ‎0.

(i) Withholding of Cash or Class A Common Stock Permitted. If (x) the Partnership or the General Partner shall be required to withhold any amounts by reason of any federal, state, local, or non-U.S. tax laws or regulations in respect of any Exchange or (y) the applicable Partner has unpaid amounts described in ‎Section 4.4(c) of this Annex B, the Partnership, or the General Partner, as the case may be, shall be entitled to take such action as it deems appropriate in order to ensure compliance with such withholding requirements or satisfy such payment obligations, including, at its option, withholding cash from the Cash Settlement or shares of Class A Common Stock with a Fair Market Value equal to the amount of any taxes that the Partnership or the General Partner, as the case may be, may be required to withhold or the Partner may be required to pay with respect to such Exchange. To the extent that amounts are (or property is) so withheld and paid over to the appropriate taxing authority, such withheld amounts (or property) shall be treated for all purposes of this Agreement as having been paid (or delivered) to the applicable Partner.

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(ii) Notice of Withholding. If the Partnership or the General Partner determines that any amounts by reason of any federal, state, local, or non-U.S. tax laws or regulations are required to be withheld in respect of any Exchange, the Partnership or the General Partner, as the case may be, shall use commercially reasonable efforts to promptly notify the Exchangeable Interest Partner and shall consider in good faith any positions or alternative arrangements that such Partner raises (reasonably in advance of the date on which the Partnership or the General Partner believes withholding is required) as to why withholding is not required or that may avoid the need for such withholding, provided, that neither the Partnership nor the General Partner is required to incur additional costs as a result of such obligation, and this ‎Section 4.10(c)(ii) of this ‎0 shall not in any manner limit the authority of the Partnership or the General Partner to withhold taxes with respect to an Exchangeable Interest Partner pursuant to ‎Section 4.10(c)(i) of this ‎0.

(iii) Reimbursement of Taxes by Exchangeable Interest Partner. If, within the two-year period beginning at the start of the date of an Exchange, (i) the General Partner withholds or otherwise pays any amount on account of taxes in respect of exchanged Interests, which amount is attributable to the two-year period ending at the end of the date of such Exchange, and (ii) the General Partner or any Person other than the Exchangeable Interest Partner otherwise would bear the economic burden of such withholding or other payment (including by reason of such amount being treated as having been distributed to the General Partner in respect of the Exchangeable Interests pursuant to ‎Section 4.10 of this ‎0), the Exchangeable Interest Partner shall, upon notice by the Partnership and/or the General Partner, promptly reimburse the Partnership and/or the General Partner for such amount; provided, however, that the Exchangeable Interest Partner’s reimbursement obligation under this ‎Section 4.10(c)(iii) of this ‎0 shall not exceed the amount of cash and Fair Market Value (determined as of the date of receipt) of other consideration received by the Exchangeable Interest Partner in connection with such Exchange. Unless otherwise required by Law, any amount paid by an Exchangeable Interest Partner pursuant to this ‎Section 4.10(c)(iii) of this ‎0 shall be treated as an adjustment to the proceeds received by the Exchangeable Interest Partner in respect of the applicable Exchange. The Partnership and the General Partner shall have the right to reduce any amounts due to such Exchangeable Interest Partner from the General Partner or any of its Affiliates by the amount owed by such Exchangeable Interest Partner under this ‎Section 4.10(c)(iii) of this ‎0.

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ANNEX C: SCHEDULE OF OFFICERS

Name	Title
Steven Kobos	President and Chief Executive Officer
Dana Armstrong	Executive Vice President and Chief Financial Officer
Calvin Bancroft	Executive Vice President and Chief Operations Officer
Daniel Bustos	Executive Vice President and Chief Commercial Officer
Alisa Newman Hood	Executive Vice President, General Counsel and Secretary
Amy Thompson	Executive Vice President and Chief Human Resource Officer
Mike Bent	Vice President, Controller and Chief Accounting Officer
John Masterson	Treasurer
Ryan Kearns	Assistant Secretary
Christina France-Davis	Assistant Treasurer

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ANNEX D: POLICY REGARDING EXCHANGES

This Policy Regarding Exchanges (the “Policy”) is made pursuant to, and supplements the provisions of, Article XI of the Agreement. Capitalized terms that are not defined in this Policy have the meanings given to them in the Agreement. Except as otherwise specified, article and section references herein refer to Articles and Sections of this Policy.

Article I

ELECTIVE EXCHANGES; NOTICE

Section 1.1 Elective Exchanges.

(a) Elective Exchange Notice. Subject to the provisions of this Policy and Article XI of the Agreement, each Exchangeable Interest Partner may request an Elective Exchange of some or all of its Exchangeable Interests by delivering to the Partnership, with a copy to the General Partner, in a form reasonably acceptable to the Partnership, a written election of exchange in respect of the Elective Exchange (an “Elective Exchange Notice”) at least two Business Days before the requested Elective Exchange Date (it being understood that the Elective Exchange Date may be delayed by the Exchangeable Interest Partner giving the Elective Exchange Notice by written notice, which may be by e-mail, to the Partnership).

(b) Acceptance of Elective Exchange Notice. Unless the Partnership or the General Partner, as applicable, has refused to honor the request or has modified one or more terms in the Elective Exchange Notice pursuant to this Policy, the Partnership or General Partner, as applicable, will effect the Elective Exchange (either in full or as modified) on the applicable Elective Exchange Date in accordance with this Policy; provided that if the Partnership and the General Partner receive an Elective Exchange Notice less than five (5) Business Days before the requested Elective Exchange Date, they shall use their commercially reasonable efforts to effect the requested Elective Exchange on the requested Elective Exchange Date, and in any event effect such Elective Exchange Date within five (5) Business Days of their receipt of such Elective Exchange Notice.

Section 1.2 Retraction of Elective Exchange Notice.

(a) Ability to Retract; Retraction Deadline. Holdings shall, in its sole and absolute discretion, at any time between the date of delivery of its Elective Exchange Notice and (i) 8:00 p.m. Eastern time on the Business Day before the applicable Exchange Date (in respect of any portion of the Exchange for which the Partnership or the General Partner has elected Stock Consideration) and (ii) 8:00 p.m. Eastern time on the day pricing information regarding a Liquidity Offering is delivered to Holdings (in respect of any portion of the Exchange for which the Partnership or the General Partner, as applicable, has elected Cash Settlement) (such time, as applicable, the “Retraction Deadline”) to retract or amend its Elective Exchange Notice by delivering a Retraction Notice pursuant to ‎Section 1.2(b). Except as provided in the immediately preceding sentence, no Exchangeable Interest Partner shall have a right to deliver a Retraction Notice.

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(b) Retraction Notice. Holdings may retract its Elective Exchange Notice, in whole or in part, by delivering written notice no later than the Retraction Deadline (a “Retraction Notice”) to the Partnership (with a copy to the General Partner). Holdings’ delivery of a Retraction Notice shall be irrevocable and, to the extent specified in such Retraction Notice, shall terminate Holdings’, the Partnership’s, and the General Partner’s rights and obligations with respect to the Exchangeable Interests being withdrawn from the applicable Elective Exchange, and all actions taken to effect the Elective Exchange contemplated by that retracted Elective Exchange Notice with respect to such Exchangeable Interests being withdrawn from the applicable Elective Exchange shall be deemed rescinded and void.

Article II
OTHER RESTRICTIONS

Section 2.1 Additional Restrictions. Notwithstanding any provision of this Policy to the contrary, the Partnership may prohibit an Exchange by one or more Exchangeable Interest Partners under any of the following conditions and determinations made by the Partnership based on the advice of counsel (which may be external or internal counsel):

(a) If an Exchange is (or is reasonably likely to be) prohibited under applicable law, regulation, or agreement to which the Partnership or an affiliate is a party or could reasonably be expected to result in a bona fide legal or regulatory proceeding against the Partnership, the General Partner or its Affiliates;

(b) If the Partnership possesses material non-public information that would reasonably be expected to affect the trading price of the Class A Common Stock that is not known to the Exchangeable Interest Partner;

(c) If such Exchange would create a material risk that the Partnership would be classified as an association taxable as a corporation for U.S. federal, state, or local income tax purposes; or

(d) If an Exchangeable Interest Partner would be prohibited from holding Common Stock under the Agreement, such Exchangeable Interest Partner shall not be permitted to Exchange its Exchangeable Interests except to the extent the General Partner determines to settle the Exchange in cash pursuant to ‎Section 11.03 of the Agreement.

Article III

MISCELLANEOUS

Section 3.1 Continuing Application of Partnership’s Policies and Securities Laws. Nothing in this Policy shall affect, and each Exchangeable Interest Partner shall remain subject to, the Partnership’s Policies. All Exchangeable Interest Partners shall comply with all applicable securities laws and rules.

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Section 3.2 Mandatory Exchanges. This Policy shall not apply to any Exchange of Exchangeable Interests pursuant to a Mandatory Exchange, as described in, and pursuant to, the Agreement.

Section 3.3 Modification of Policy. The Partnership may modify this Policy at any time without notice, provided, that this Policy shall not be modified without the prior written consent of Holdings if Holdings would be adversely impacted by that modification. No revised Policy will be effective until the Partnership has delivered or made available a copy of such revised Policy to the Exchangeable Interest Partners.

Section 3.4 Exemption and other Requests by an Exchangeable Interest Partner. The Partnership may, in its discretion and based on the advice of counsel (which may be external or internal counsel), consider and grant requests from Exchangeable Interest Partners, including, for an Exchange to be subject to one or more contingencies relating to the Partnership or the General Partner, or any other matter with respect to Exchanges (to the extent permitted by the Agreement and applicable law). An Exchangeable Interest Partner may request an exemption from this Policy by submitting a written request to the Partnership and following the delivery requirements set forth in ‎Article I as if the written request were an Elective Exchange Notice.

* * *

E-3

Exhibit 10.2

TAX RECEIVABLE AGREEMENT

dated as of

April 12, 2022

Table of Contents

Page

ARTICLE I DETERMINATION OF REALIZED TAX BENEFIT		2

Section 1.01	Realized Tax Benefit and Realized Tax Detriment	2
Section 1.02	Assumptions, Conventions, and Principles for Calculations	2
Section 1.03	Procedures Relating to Calculation of Tax Benefits	3

ARTICLE II TAX BENEFIT PAYMENTS		5

Section 2.01	Payments	5
Section 2.02	No Duplicative Payments	6
Section 2.03	Order of Payments	6
Section 2.04	No Escrow or Clawback; Reduction of Future Payments	6
Section 2.05	Limits on Aggregate Tax Benefit Payment	7

ARTICLE III EARLY TERMINATIONS		7

Section 3.01	Early Termination Events	7
Section 3.02	Early Termination Notice and Early Termination Schedule	8
Section 3.03	Early Termination Payment	9
Section 3.04	Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets	10

ARTICLE IV SUBORDINATION AND LATE PAYMENTS		11

Section 4.01	Subordination	11
Section 4.02	Late Payments by	11
Section 4.03	Manner of Payment	11

ARTICLE V PREPARATION OF TAX RETURNS; COVENANTS; TRA Representative		11

Section 5.01	No Participation by TRA Holder in the Corporation’s and the Company’s Tax Matters	11
Section 5.02	Consistency	11
Section 5.03	Cooperation	12
Section 5.04	Section 754 Election	12
Section 5.05	Available Cash	12
Section 5.06	TRA Representative	12

ARTICLE VI MISCELLANEOUS		13

Section 6.01	Notices	13
Section 6.02	Counterparts	15
Section 6.03	Entire Agreement	15

Section 6.04	Governing Law	15
Section 6.05	Severability	15
Section 6.06	Assignment; Amendments; Waiver of Compliance; Successors	15
Section 6.07	Titles and Subtitles	17
Section 6.08	Dispute Resolution	17
Section 6.09	Bank Account Information	19
Section 6.10	Withholding	19
Section 6.11	Confidentiality	19
Section 6.12	Limited Partnership Agreement	20
Section 6.13	Joinder	20
Section 6.14	Survival	20

ARTICLE VII DEFINITIONS		20

TAX RECEIVABLE AGREEMENT

This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of April 12, 2022, is entered into by and among Excelerate Energy, Inc., a Delaware corporation (Excelerate Energy, Inc. and each of its Subsidiaries that is classified as a corporation for U.S. federal income tax purposes (other than any such Subsidiary that is a Subsidiary of the Company), and each successor thereto, the “Corporation”), Excelerate Energy Limited Partnership, a Delaware limited partnership that is classified as a partnership for U.S. federal income tax purposes (the “Company”), each of the TRA Holders, and the TRA Representative.

RECITALS

WHEREAS, the partnership interests in the Company (“Interests”) are held in part by certain of the TRA Holders;

WHEREAS, Maya Maritime LLC, a wholly owned Subsidiary of the George Kaiser Family Foundation, holds, and will continue to hold until the Foundation Asset Purchase, the Foundation Assets (Maya Maritime LLC together with the George Kaiser Family Foundation, the “Foundation”);

WHEREAS, the Corporation is the general partner of the Company;

WHEREAS, the Company and the Corporation have determined to offer Class A common stock of the Corporation (“Class A Shares”) in an initial public offering (the “IPO”) and, in connection with the execution of this Agreement, have undertaken or committed to undertake the transactions described in the registration statement on Form S-1 publicly filed with the Securities and Exchange Commission on January 7, 2022 (Registration No. 333-262065), as amended before the date of this Agreement, including the IPO;

WHEREAS, pursuant to the Purchase Agreement, the Company will purchase certain assets from the Foundation (the “Foundation Assets”) in exchange for Class A Shares and rights under this Agreement (the “Foundation Asset Purchase”);

WHEREAS, the Interests held by the LP TRA Holders are exchangeable with the Company or the Corporation in certain circumstances for Class A Shares and/or cash pursuant to the exchange provisions of the Sixth Amended and Restated Limited Partnership Agreement of the Company (the “Limited Partnership Agreement”);

WHEREAS, each of the Company and any of its direct or indirect Subsidiaries classified as partnerships for U.S. federal income tax purposes shall have in effect an election under section 754 of the Code for the Taxable Year (as defined below) that includes the IPO Date and each Taxable Year in which an Exchange occurs, which election is intended to result in an adjustment to the tax basis of the assets owned by the Company and such Subsidiaries, solely with respect to the Corporation;

WHEREAS, the liability of the Corporation in respect of Taxes may be reduced by the Tax Assets; and

WHEREAS, the parties to this Agreement desire to make certain arrangements with respect to the benefits attributable to the effect of the Tax Assets on the liability for Taxes of the Corporation.

NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth in this Agreement, and intending to be legally bound hereby, the undersigned parties agree as follows:

ARTICLE I
DETERMINATION OF REALIZED TAX BENEFIT

Section 1.01 Realized Tax Benefit and Realized Tax Detriment. Except as otherwise expressly provided in this Agreement, the parties intend that, for a Taxable Year, the excess, if any, of (a) the Hypothetical Tax Liability over the Actual Tax Liability (such excess, the “Realized Tax Benefit”) or (b) the Actual Tax Liability over the Hypothetical Tax Liability (such excess, the “Realized Tax Detriment”) shall measure the decrease or increase (respectively) in the Actual Tax Liability for such Taxable Year that is attributable to the Tax Assets, determined using a “with and without” methodology (that is, treating the Tax Assets as the last tax attributes used in such Taxable Year). If all or a portion of the Actual Tax Liability for the Taxable Year arises as a result of an audit by a Taxing Authority of any Taxable Year, such liability shall not be included in determining the Realized Tax Benefit or Realized Tax Detriment unless and until there has been a Determination with respect to that portion of the Actual Tax Liability.

Section 1.02 Assumptions, Conventions, and Principles for Calculations. The Actual Tax Liability shall be the liability for Taxes of the Corporation as reflected on the relevant Corporate Tax Return (using such reasonable methods as the Corporation determines), modified as necessary to take into account the following assumptions, conventions, principles, and adjustments:

(a) Treatment of Tax Benefit Payments. Tax Benefit Payments paid to the Foundation shall be treated in part as Imputed Interest and in part as additional purchase price for the Foundation Assets. Tax Benefits Payments paid to any LP TRA Holder shall be treated (i) if such payment is being made before an Exchange, as a guaranteed payment described in section 707(c) of the Code, and (ii) if such payment is being made following an Exchange by such LP TRA Holder (or its predecessor in interest), in part as Imputed Interest and in part as additional purchase price for the Interests. Tax Benefit Payments (other than amounts accounted for as Imputed Interest) arising as a result of an Exchange or a payment in respect of the Foundation Assets shall be treated as upward purchase price adjustments that give rise to further Tax Assets that shall be incorporated into the current year calculation and into future year calculations, as appropriate.

(b) Imputed Interest. The Actual Tax Liability shall take into account the deduction of the portion of each Tax Benefit Payment (if any) that is accounted for as Imputed Interest under the Code due to the characterization of such Tax Benefit Payments as additional consideration payable by the Corporation for the Interests acquired in connection with an Exchange or the Foundation Asset Purchase, as applicable.

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(c) Carryovers and Carrybacks. Carryovers or carrybacks of any Tax Items attributable to the Tax Assets shall be considered to be subject to the rules of the Code and the Treasury Regulations governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any Tax Item includes a portion that is attributable to a Tax Asset and another portion that is not, the portion attributable to the Tax Asset shall be considered to be used in accordance with the “with and without” methodology (that is, treating the Tax Assets as the last Tax attributes used in such Taxable Year).

(d) Treatment of State and Local and Non-United States Taxes. The provisions of this Agreement, including the assumptions, conventions, and principles with respect to the determination of income and gain, shall apply to state and local and non-United States tax matters mutatis mutandis.

(e) Non-Stepped-Up Tax Basis. The Actual Tax Liability for each Taxable Year shall be calculated by assuming that each Adjusted Asset had a tax basis equal to its Non-Stepped Up Tax Basis as of immediately before each applicable Exchange (for purposes of measuring the Basis Adjustment resulting from such Exchange).

(f) Subsidiaries. If the Corporation holds any Interests indirectly through one or more Subsidiaries, the Actual Tax Liability for each Taxable Year shall be calculated by assuming that (x) such Subsidiary did not exist and (y) the Corporation held all such Interests directly.

Section 1.03 Procedures Relating to Calculation of Tax Benefits.

(a) Preparation and Delivery of Schedules.

(i) Basis Schedule. Within 120 days after the filing of the U.S. federal income Tax Return of the Company for its first Taxable Year and each Taxable Year in which any Exchange has occurred, the Corporation shall deliver to the TRA Representative a schedule (the “Basis Schedule”) that shows, in reasonable detail (as applicable), (v) the actual IPO Basis of each asset of the Company and any of its direct or indirect Subsidiaries immediately following the end of such Taxable Year and each prior Taxable Year ending after the date of this Agreement (w) the actual Common Basis of the Adjusted Assets as of each Exchange Date, (x) the Basis Adjustment with respect to the Adjusted Assets as a result of the Exchanges effected in such Taxable Year and all prior Taxable Years ending after the date of this Agreement, calculated (1) in the aggregate and (2) with respect to Exchanges by each TRA Holder, (y) the period or periods, if any, over which the Common Basis of the Adjusted Assets is amortizable and/or depreciable, and (z) the period or periods, if any, over which each Basis Adjustment is amortizable and/or depreciable. The calculations required by this Agreement, shall be made in accordance with the Basis Schedule. If any calculation is required to be made before the Basis Schedule is agreed upon, reasonable estimates shall be used.

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(ii) Tax Benefit Schedule. Within 120 days after the filing of the U.S. federal income Tax Return of the Corporation for any Taxable Year ending after the date of this Agreement, the Corporation shall provide to the TRA Representative a schedule showing, in reasonable detail, the calculation, for such Taxable Year, of (A) the Hypothetical Tax Liability, (B) the Actual Tax Liability, and (C) the Realized Tax Benefit or Realized Tax Detriment, if any ((A)-(C) collectively, a “Tax Benefit Schedule”).

(iii) Supporting Material; Review Right. Each time the Corporation delivers to a TRA Representative a Basis Schedule or a Tax Benefit Schedule, including any Amended Schedule delivered pursuant to ‎Section 1.03(c), the Corporation shall also deliver to the TRA Representative schedules and work papers providing reasonable detail regarding the preparation of the schedule and a Supporting Letter confirming the calculations and allow the TRA Representative reasonable access, at no cost to the TRA Representative, to the appropriate representatives at the Corporation and, if applicable, the Advisory Firm in connection with a review of such schedules or workpapers. Without limiting the generality of the preceding sentence, the Corporation shall ensure than any schedule that is delivered to the TRA Representative identifies any material assumptions or operating procedures or principles that were used for purposes of preparing such schedule.

(iv) Provision of Information to TRA Holders. Upon the reasonable request of a TRA Holder, the TRA Representative shall provide to that TRA Holder, in a reasonably prompt manner, such information that the TRA Representative receives pursuant to this Agreement (including the schedules described in this ‎Section 1.03), but only to the extent that the TRA Representative determines that such information is material, relevant, and relates to that TRA Holder.

(b) Objection to, and Finalization of, Schedules. Each Basis Schedule and Tax Benefit Schedule, including any Amended Schedule delivered pursuant to ‎Section 1.03(c), shall become final and binding on all parties unless the TRA Representative, within 30 days after receiving a Basis Schedule or a Tax Benefit Schedule, provides the Corporation with notice of a material objection to such schedule made in good faith (an “Objection Notice”). If the Corporation and the TRA Representative are unable to successfully resolve the issues raised in the Objection Notice within 30 days after receipt by the Corporation of the Objection Notice, the Corporation and the TRA Representative shall employ the dispute resolution procedures as described in ‎Section 6.08 of this Agreement (the “Dispute Resolution Procedures”).

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(c) Amendment of Schedules. After finalization of a Basis Schedule or a Tax Benefit Schedule in accordance with ‎Section 1.03(b), any Basis Schedule or Tax Benefit Schedule may be amended from time to time by the Corporation (i) to correct material inaccuracies in any such schedule, (ii) to reflect a material change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to either a carryback or carryforward of a Tax Item to such Taxable Year or to an amended Tax Return filed with respect to such Taxable Year, (iii) to adjust the Basis Schedule to take into account payments made pursuant to this Agreement, (iv) to reflect the cumulative use of Tax Assets through the end of such Taxable Year, (v) to comply with the Arbitrators’ determination under the Dispute Resolution Procedures, or (vi) in connection with a Determination affecting such schedule (such schedule, an “Amended Schedule”). Any Amended Schedule shall be subject to the finalization procedures set forth in ‎Section 1.03(b) and the Dispute Resolution Procedures set forth in ‎Section 6.08.

ARTICLE II
TAX BENEFIT PAYMENTS

Section 2.01 Payments.

(a) General Rule. Each TRA Benefit Payor shall pay to each TRA Holder for each Taxable Year the applicable portion (determined in accordance with ‎‎Section 2.01(b)) of the Tax Benefit Payment that is attributable to that TRA Holder and is required to be paid by such TRA Benefit Payor. These payments shall be made at the times set forth in ‎Section 2.01(d) and the amount of such payments shall be, for the avoidance of doubt, subject to the limitation described in ‎Section 2.05‎. For purposes of this ‎‎Section 2.01(a):

(i) the amount of a Tax Benefit Payment in each Taxable Year that is attributable to the Foundation shall equal the lesser of (A) the Foundation Depreciation Payment for such Taxable Year and (B) the aggregate Tax Benefit Payment for such Taxable Year; and

(ii) the amount of a Tax Benefit Payment in each Taxable Year that is attributable to the LP TRA Holders shall equal an amount equal to the excess of (A) the aggregate Tax Benefit Payment for such Taxable Year over (B) the Tax Benefit Payment attributable to the Foundation pursuant to ‎Section 2.01(a)(i) for such Taxable Year.

(b) TRA Benefit Payors. In each Taxable Year (i) the Company shall make each payment being made under ‎‎Section 2.01(a)(i) and each payment that is being made to an LP TRA Holder before an Exchange and (ii) the Corporation shall make all other payments.

(c) Determination of Tax Assets. The Tax Assets shall be determined separately with respect to each separate Exchange, on an Interest-by-Interest basis by reference to the Exchange of an Interest.

(d) Timing of Tax Benefit Payments. Each TRA Benefit Payor shall make each Tax Benefit Payment that it is required to make not later than 10 days after a Tax Benefit Schedule delivered to the TRA Representative becomes final in accordance with ‎Section 1.03(b). Each TRA Benefit Payor may, but is not required to, make one or more estimated payments at other times during the Taxable Year and reduce future payments so that the total amount paid to a TRA Holder in respect of a Taxable Year equals the amount calculated with respect to such Taxable Year pursuant to ‎Section 2.01(a).

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(e) Optional Cap on Payments. Notwithstanding any provision of this Agreement to the contrary, any TRA Holder may elect with respect to any Exchange to limit the aggregate Tax Benefit Payments made to such TRA Holder in respect of that Exchange to a specified dollar amount, a specified percentage of the amount realized by the TRA Holder with respect to the Exchange, or a specified portion of the Basis Adjustment with respect to the Adjusted Assets as a result of the Exchange. The TRA Holder shall exercise its rights under the preceding sentence by including a notice of its desire to impose such a limit and the specified limitation and such other details as may be reasonably necessary (including whether such limitation includes the Additional Amounts in respect of any such Exchange) in the Exchange Notice delivered in accordance with the Policy.

Section 2.02 No Duplicative Payments. The provisions of this Agreement are not intended to, and shall not be construed to, result in duplicative payment of any amount (including interest) required under this Agreement.

Section 2.03 Order of Payments. If for any reason (including, but not limited to, the lack of sufficient Available Cash to satisfy a TRA Benefit Payor’s obligations to make its Tax Benefit Payments due in a particular Taxable Year under this Agreement) the TRA Benefit Payors do not fully satisfy their obligations to make all payments due under this Agreement in a particular Taxable Year, then (a) any Tax Benefit Payments due to the Foundation under ‎Section 2.01(a) shall be paid first and (b) if the Foundation has received all Tax Benefit Payments due to it under ‎Section 2.01(a), then the LP TRA Holders shall receive any other payments due under this Agreement in respect of such Taxable Year pro rata in accordance with the amounts otherwise due to the LP TRA Holders for such Taxable Year. Except as provided in clause (a) of this ‎Section 2.03, no payment under this Agreement shall be made in respect of any subsequent Taxable Year until all such payments under this Agreement in respect of the current and all prior Taxable Years have been made in full (including for the avoidance of doubt, any payment owed to a TRA Holder pursuant to ‎Section 2.05); provided, that this sentence shall not be applied in a manner that reduces the payment that would (in the absence of this sentence) be made to the Foundation.

Section 2.04 No Escrow or Clawback; Reduction of Future Payments. No amounts due to a TRA Holder under this Agreement shall be escrowed, and no TRA Holder shall be required to return any portion of any Tax Benefit Payment previously made to it. No TRA Holder shall be required to make a payment to the Corporation on account of any Realized Tax Detriment. If a TRA Holder receives amounts in excess of its entitlements under this Agreement (including as a result of an audit adjustment or Realized Tax Detriment), future payments under this Agreement shall be reduced until the amount received by the TRA Holder equals the amount the TRA Holder would have received had it not received the amount in excess of such entitlements.

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Section 2.05 Limits on Aggregate Tax Benefit Payment

(a) Calculation of Tax Benefit Payment Reduction Amount. If, but for the application of this ‎Section 2.05, this Agreement would require the Corporation to make Tax Benefit Payments with respect to any Taxable Year that would cause the Total Tax and TRA Burden to exceed the Hypothetical Tax Liability for such Taxable Year, then the Tax Benefit Payments for that Taxable Year shall be reduced so that the aggregate Tax Benefit Payments for that Taxable Year do not result in any such excess (the amount of that reduction, if any, the “Tax Benefit Payment Reduction Amount”).

(b) Impact of Tax Benefit Payment Reduction Amount. Any reduction to Tax Benefit Payments required by ‎Section 2.05(a) shall be made in accordance with ‎Section 2.03 (Order of Payments) such that Tax Benefit Payments otherwise due to the LP TRA Holders will be reduced to zero before any Tax Benefit Payments due to the Foundation are reduced. The Corporation shall pay the Tax Benefit Payment Reduction Amount as a Tax Benefit Payment in subsequent years to the TRA Holders whose Tax Benefit Payments were reduced by reason of this ‎Section 2.05, with the limitation contained in this ‎Section 2.05 being applied to each such payment.

ARTICLE III
EARLY TERMINATIONS

Section 3.01 Early Termination Events.

(a) Early Termination Election by Corporation. The Corporation may terminate all or a portion of the Benefit Rights at any time by (i) delivering an Early Termination Notice as provided in ‎Section 3.02(a) and (ii) paying, or causing to be paid, the Early Termination Payment as provided in ‎Section 3.03(a). If the Corporation terminates less than all of the Benefit Rights, such termination shall be made among the TRA Holders in such manner that it results in each TRA Holder receiving the same proportion of the Early Termination Payment made at that time as each TRA Holder would have received had the Corporation terminated all of Benefit Rights at that time.

(b) Deemed Early Termination.

(i) Deemed Early Termination Event. Upon a Material Uncured Breach of this Agreement with respect to a TRA Holder and as soon as reasonably practicable before a Change of Control (each, a “Deemed Early Termination Event”), (A) the Corporation (or the TRA Representative (with a copy to the Corporation)) shall deliver to each of the Affected TRA Holders an Early Termination Notice, and (B) all obligations under this Agreement with respect to each Affected TRA Holder shall be accelerated.

(ii) Payment upon Deemed Early Termination Event. Upon a Deemed Early Termination Event, the amount payable to each Affected TRA Holder shall equal the sum of:

(A) an Early Termination Payment calculated with respect to the Affected TRA Holder pursuant to this ‎ARTICLE III as if an Early Termination Notice had been delivered on the date of the Deemed Early Termination Event using the Valuation Assumptions but substituting the phrase “the date of the Deemed Early Termination Event” in each place where the phrase “Early Termination Date” appears;

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(B) any Tax Benefit Payment agreed to by the Corporation and the Affected TRA Holder as due and payable but unpaid as of the date of the Deemed Early Termination Event; and

(C) any Tax Benefit Payment due to the Affected TRA Holder for the Taxable Year ending with or including the date of a Deemed Early Termination Event (except to the extent that any amounts described in clauses (B) or (C) are included in the amount payable upon early termination).

(iii) Waiver of Deemed Early Termination. A TRA Holder may elect to waive the acceleration of obligations under this Agreement triggered by a Deemed Early Termination Event by submitting a waiver in writing to the Corporation within 30 days after the date of the Early Termination Notice. If a TRA Holder elects to waive the acceleration of obligations pursuant to the preceding sentence, this Agreement shall continue to apply with respect to that TRA Holder as though no Deemed Early Termination Event had occurred, and, if there are any due and unpaid amounts with respect to that TRA Holder, the applicable TRA Benefit Payor shall pay those amounts to the TRA Holder in the manner provided in this Agreement.

Section 3.02 Early Termination Notice and Early Termination Schedule.

(a) Notice; Schedule.

(i) Delivery of Early Termination Notice and Early Termination Schedule. If the Corporation chooses to exercise its right of early termination under ‎Section 3.01(a) above, or if there is a Deemed Early Termination Event under ‎Section 3.01(b) above, the Corporation shall deliver to each TRA Holder whose rights are being terminated (A) a notice (an “Early Termination Notice”) specifying (x) such early termination and (y) the date on which the termination of rights is to be effective (the “Early Termination Date”), which date shall be not less than 30 days and not more than 120 days after the date of the Early Termination Notice, and (B) a schedule showing in reasonable detail the calculation of the Early Termination Payment with respect to each TRA Holder whose rights are being terminated (the “Early Termination Schedule”). The Early Termination Notice shall be delivered within 30 days after the Corporation elects to terminate this Agreement or there is a Deemed Early Termination Event.

(ii) Finalization of Early Termination Schedule; Disputes. An Early Termination Schedule shall become final and binding on the Corporation, the Company, and such TRA Holder unless the TRA Representative, within 30 days after receiving the Early Termination Schedule, provides the Corporation with notice of a material objection to such schedule made in good faith (“Material Objection Notice”). If the Corporation and the TRA Representative are unable to successfully resolve the issues raised in the Material Objection Notice within 30 days after receipt by the Corporation of the Material Objection Notice, the Corporation and the TRA Representative shall employ the Dispute Resolution Procedures set forth in ‎Section 6.08.

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(iii) Withdrawal of Early Termination Notice. The Corporation may withdraw an Early Termination Notice before the Early Termination Payment is due and payable to any applicable TRA Holder(s).

(b) Amendment of Early Termination Schedule. After finalization of an Early Termination Schedule in accordance with ‎Section 3.02(a)(ii), any Early Termination Schedule may be amended by the Corporation before the Early Termination Payment is made (i) in connection with a Determination affecting such schedule, (ii) to correct material inaccuracies in any such schedule, or (iii) to comply with the Arbitrators’ determinations under ‎Section 6.08. Any amendment shall be subject to the procedures of ‎Section 3.02(a)(ii) and the Dispute Resolution Procedures set forth in ‎Section 6.08.

Section 3.03 Early Termination Payment.

(a) Amount and Timing of Early Termination Payment. The payment due to a TRA Holder in connection with an early termination described in ‎Section 3.01 (the “Early Termination Payment”) shall be an amount equal to the present value, discounted at the Early Termination Rate as of the Early Termination Date, of all Tax Benefit Payments that the TRA Benefit Payors would be required to pay to the TRA Holder beginning from the Early Termination Date and assuming that the Valuation Assumptions are applied. Not later than 10 days after an Early Termination Schedule delivered to a TRA Holder becomes final in accordance with ‎Section 3.02(a)(ii), the TRA Benefit Payors shall pay to the TRA Holder the Early Termination Payment due to that TRA Holder.

(b) Effect of Early Termination Payment. Upon payment of the Early Termination Payment by the TRA Benefit Payors under this ‎Section 3.03, neither the TRA Holder nor the TRA Benefit Payors shall have any further rights or obligations under this Agreement in respect of the payments that otherwise would be due pursuant to this Agreement or with respect to the Benefit Rights that have been terminated in accordance with ‎Section 3.01, other than for any (i) payment under this Agreement that is due and payable but has not been paid as of the Early Termination Date and (ii) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Date (except to the extent that the amount described in clause (ii) is included in the Early Termination Payment). For the avoidance of doubt, if an Exchange occurs after a TRA Benefit Payor has made an Early Termination Payment with respect to all Benefit Rights, such TRA Benefit Payor shall have no obligations under this Agreement with respect to such Exchange other than any obligations described in clause (i) or clause (ii) of the preceding sentence.

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Section 3.04 Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets.

(a) Admission of the Corporation into a Consolidated Group. If the Corporation is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income Tax Return pursuant to sections 1501 et seq. of the Code or any corresponding provisions of state, local or non-U.S. law (a “Consolidated Group”), then: (i) the provisions of this Agreement shall be applied with respect to the Consolidated Group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments and other applicable items in this Agreement shall be computed with reference to the consolidated taxable income of the Consolidated Group as a whole. Nothing in this ‎Section 3.04(a) shall be interpreted to alter the circumstances that give rise to an early termination as described in ‎Section 3.01.

(b) Transfers of Assets by Corporation.

(i) General Rule. If the Company or any of its Subsidiaries or the Corporation transfers one or more assets to a corporation with which the transferor does not file a consolidated Tax Return pursuant to section 1501 et seq. of the Code, then, for purposes of calculating the amount of any payment due under this Agreement, the transferor shall be treated as having disposed of such asset(s) in a fully taxable transaction on the date of the transfer.

(ii) Rules of Application. For purposes of this ‎Section 3.04(b):

(A) Except as provided in ‎Section 3.04(b)(ii)(B), the consideration deemed to be received by the transferor in the transaction shall be deemed to equal the fair market value of the transferred asset(s) (taking into account the principles of section 7701(g) of the Code);

(B) The consideration deemed to be received by the transferor in exchange for a partnership interest shall be deemed to equal the fair market value of the partnership interest increased by any liabilities (as defined in Treasury Regulation § 1.752-1(a)(4)) of the partnership allocated to the transferor with regard to such transferred interest under section 752 of the Code immediately after the transfer; and

(C) A transfer to a “corporation” (other than the Corporation) includes a transfer to any entity or arrangement classified as a corporation for U.S. federal income tax purposes, and “partnership” includes any entity or arrangement classified as a partnership for U.S. federal income tax purposes.

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ARTICLE IV
SUBORDINATION AND LATE PAYMENTS

Section 4.01 Subordination; Priority. Any Tax Benefit Payment or Early Termination Payment required to be paid by a TRA Benefit Payor under this Agreement shall rank subordinate and junior in right of payment to any principal, interest or other amounts due and payable in respect of any current or future obligations in respect of indebtedness for borrowed money of such TRA Benefit Payor and its Subsidiaries and shall, except as otherwise provided in this Agreement, rank pari passu with all current or future unsecured obligations of such TRA Benefit Payor that are not principal, interest or other amounts due and payable in respect of any current or future obligations in respect of indebtedness for borrowed money of such TRA Benefit Payor and its Subsidiaries and shall be senior to equity interests in the TRA Benefit Payor.

Section 4.02 Late Payments by a TRA Benefit Payor. The amount of all or any portion of any amount due under the terms of this Agreement that is not paid to any TRA Holder when due shall be payable, together with any interest thereon computed at the Default Rate commencing from the date on which such payment was due and payable. Notwithstanding the preceding sentence, the Default Rate shall not apply (and the Agreed Rate shall apply) to any late payment that is late solely as a result of (a) a prohibition, restriction or covenant under any credit agreement, loan agreement, note, indenture or other agreement governing indebtedness of the Company or any of its Subsidiaries or the Corporation or (b) restrictions under applicable law.

Section 4.03 Manner of Payment. All payments required to be made to a TRA Holder pursuant to this Agreement will be made by electronic payment of immediately available funds to a bank account previously designated and owned by such TRA Holder or, if no such account has been designated, by check payable to such TRA Holder.

ARTICLE V
PREPARATION OF TAX RETURNS; COVENANTS; TRA Representative

Section 5.01 No Participation by TRA Holder in the Corporation’s and the Company’s Tax Matters.

(a) General Rule. Except as otherwise provided in this ‎ARTICLE V, the Corporation shall have full responsibility for, and sole discretion over, all Tax matters concerning the Corporation and the Company, including, without limitation, the preparation, filing and amending of any Tax Return and defending, contesting or settling any issue pertaining to Taxes.

(b) Notification of TRA Representative. The Corporation shall notify the TRA Representative of, and keep the TRA Representative reasonably informed with respect to, the portion of any audit of the Corporation and the Company by a Taxing Authority the outcome of which is reasonably expected to affect any TRA Holder’s rights and obligations under this Agreement.

Section 5.02 Consistency. The TRA Benefit Payors and the TRA Holders agree to report and cause to be reported for all purposes, including U.S. federal, state, local and non-U.S. tax purposes and financial reporting purposes, all tax-related items (including without limitation the Basis Adjustment and each Tax Benefit Payment) in a manner consistent with that specified by the Corporation in any schedule provided by or on behalf of the Corporation under this Agreement unless any of the TRA Benefit Payors or a TRA Holder receives a written opinion from an Advisory Firm that reporting in such manner should result in an imposition of penalties pursuant to the Code. Any Dispute concerning such written opinion shall be subject to the Dispute Resolution Procedures set forth in ‎Section 6.08.

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Section 5.03 Cooperation. Each TRA Holder shall (a) furnish to the TRA Benefit Payors in a timely manner such information, documents and other materials, not to include such TRA Holder’s personal Tax Returns, as any of the TRA Benefit Payors may reasonably request for purposes of making any determination or computation necessary or appropriate under this Agreement, preparing any Tax Return or contesting or defending any audit, examination or controversy with any Taxing Authority, (b) make itself reasonably available to the TRA Benefit Payors and their representatives to provide explanations of documents and materials and such other information as the TRA Benefit Payors or its representatives may reasonably request in connection with any of the matters described in clause (a) of this ‎Section 5.03, and (c) reasonably cooperate in connection with any such matter. The TRA Benefit Payors shall reimburse each TRA Holder for any reasonable and documented third-party costs and expenses incurred by the TRA Holder in complying with this ‎Section 5.03.

Section 5.04 Section 754 Election. The Corporation shall (a) ensure that, for the Taxable Year of the Company that includes the date of this Agreement and continuing throughout the term of this Agreement, the Company and each of its Subsidiaries that is classified as a partnership for U.S. federal income tax purposes shall have in effect an election pursuant to section 754 of the Code (and any similar provisions of applicable U.S. state or local law) and (b) use commercially reasonable efforts to ensure that, on and after the date of this Agreement and continuing throughout the term of this Agreement, any entity in which the Company holds a direct or indirect interest that is classified as a partnership for U.S. federal income tax purposes that is not a “Subsidiary” as defined in this Agreement will have in effect an election pursuant to section 754 of the Code (and any similar provisions of applicable U.S. state or local law).

Section 5.05 Available Cash. The TRA Benefit Payors shall use reasonable best efforts to ensure that they have sufficient Available Cash to make all payments due under this Agreement, including using reasonable best efforts to determine that there is Available Cash and, in the case of the Corporation, to cause the Company to make distributions to the Corporation to make any payments required to be made by the Corporation so long as such distributions do not violate (a) a prohibition, restriction or covenant under any credit agreement, loan agreement, note, indenture or other agreement governing indebtedness of the Company or any of its Subsidiaries or the Corporation or (b) restrictions under applicable law.

Section 5.06 TRA Representative.

(a) Power of the TRA Representative; Reliance by Corporation. A decision, act, consent, or instruction of the TRA Representative shall constitute a decision of all TRA Holders and shall be final, binding, and conclusive upon each TRA Holder. The Corporation may rely upon any decision, act, consent, or instruction of the TRA Representative as being the decision, act, consent, or instruction of each TRA Holder.

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(b) Scope of Liability. The TRA Representative shall not be liable to any TRA Party for any act of the TRA Representative arising out of, or in connection with, the reasonable and good faith administration of its rights and duties under this Agreement.

(c) Expenses and Indemnification of the TRA Representative. To the fullest extent permitted by law, the Corporation shall pay, or to the extent the TRA Representative pays, indemnify and reimburse, the TRA Representative for all liability and loss and all reasonable and contemporaneously documented costs and expenses, including legal and accounting fees, in connection with the TRA Representative’s reasonable and good faith exercise of its rights and duties under this Agreement.

(d) Successor TRA Representative. If at any time the TRA Representative is unable or unwilling to serve in such capacity, the person or entity then-serving as the TRA Representative shall be entitled to appoint its successor. If the TRA Representative fails to appoint a successor that will serve as of the effective date of the termination of the then-serving TRA Representative’s tenure, the Corporation shall be entitled to appoint the successor. In either case, such successor shall be subject to the approval of the TRA Holders who would be entitled to receive at least fifty percent (50%) of the total amount of the Early Termination Payments that would be payable to all TRA Holders if the Corporation had exercised its right of early termination under ‎Section 3.01(a) on the date of the most recent Exchange as of the effective date of the resignation of the then-serving TRA Representative. If such successor does not receive the requisite approval, the Corporation and the TRA Holders shall attempt to resolve the matter in good faith. If no such resolution has occurred by the earlier of (i) 90 days following the termination of tenure and (ii) five (5) days before a TRA Representative will be required to take an action or make a decision under this Agreement, the Corporation shall be entitled to appoint the successor, who shall serve as the TRA Representative.

ARTICLE VI
MISCELLANEOUS

Section 6.01 Notices. All notices, requests, claims, demands and other communications with respect to this Agreement shall be in writing and shall be deemed duly given and received (a) on the date of delivery if delivered personally, or by e-mail if sent on a Business Day (or otherwise on the next Business Day) or (b) on the first Business Day following the date of dispatch if delivered by a nationally recognized next-day courier service. All notices under this Agreement shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

if to the Corporation, to:

c/o Excelerate Energy, Inc.

2445 Technology Forest Blvd, Level 6

The Woodlands, TX 77381
Phone: +1.832.813.7100

Attention:

E-mail:

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with a copy to:

Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, NY 10166-0193
Phone: +1.212.351.2340
Fax: +1.212.351.5220
Attention: Jeffrey M. Trinklein and Eric Sloan

E-mail: jtrinklein@gibsondunn.com and

esloan@gibsondunn.com

if to the Company, to:

c/o Excelerate Energy Limited Partnership

2445 Technology Forest Blvd, Level 6

The Woodlands, TX 77381

Phone: +1.832.813.7100

Attention:

E-mail:

with a copy to:

Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, NY 10166-0193
Phone: +1.212.351.2340
Fax: +1.212.351.5220
Attention: Jeffrey M. Trinklein and Eric Sloan

E-mail: jtrinklein@gibsondunn.com and

esloan@gibsondunn.com

if to the TRA Representative, to:

the address provided to the Corporation at the time of the TRA Representative’s appointment in accordance with the definition of “TRA Representative.”

if to the TRA Holder(s), to:

the address set forth for such TRA Holder in the records of the Company.

Any party may change its address by giving the other party written notice of its new address, fax number, or e-mail address in the manner set forth in this ‎Section 6.01.

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Section 6.02 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. This Agreement may be executed in two or more counterparts by manual, electronic or facsimile signature, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed signature page to this Agreement by electronic transmission or facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

Section 6.03 Entire Agreement. The provisions of this Agreement, the Limited Partnership Agreement, the Purchase Agreement, and the other writings referred to in this Agreement or delivered pursuant to this Agreement which form a part of this Agreement contain the entire agreement among the parties hereto with respect to the subject matter of this Agreement and supersede all prior oral and written agreements and memoranda and undertakings among the parties to this Agreement with regard to such subject matter. Except as expressly provided herein, this Agreement does not create any rights, claims or benefits inuring to any person that is not a party to this Agreement nor create or establish any third party beneficiary hereto.

Section 6.04 Governing Law. This Agreement shall be governed by, and construed in accordance with, the law of the state of Delaware (and, to the extent applicable, federal law), without regard to the conflicts of laws principles thereof that would mandate the application of the laws of another jurisdiction.

Section 6.05 Severability. If any provision of this Agreement, or the application of such provision to any Person or circumstance or in any jurisdiction, shall be held to be invalid or unenforceable to any extent, (a) the remainder of this Agreement shall not be affected thereby, and each other provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law, (b) as to such Person or circumstance or in such jurisdiction such provision shall be reformed to be valid and enforceable to the fullest extent permitted by law and (c) the application of such provision to other Persons or circumstances or in other jurisdictions shall not be affected thereby. In addition, if any court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable as written, each Person party hereto shall take all necessary action to cause this Agreement to be amended so as to provide, to the maximum extent reasonably possible, that the purposes of the Agreement can be realized, and to modify this Agreement to the minimum extent reasonably possible.

Section 6.06 Assignment; Amendments; Waiver of Compliance; Successors and Assigns.

(a) Assignment.

(i) In General. Except as otherwise provided in this Agreement (including, without limitation, the remainder of this ‎Section 6.06(a)(i)), no TRA Holder may, directly or indirectly, assign or otherwise transfer its rights under this Agreement to any person without the express prior written consent of the Corporation, such consent not to be unreasonably withheld, conditioned, or delayed; provided, however, that, the Corporation may withhold, condition, or delay its consent in its sole discretion to any transfer by a TRA Holder (i) if the TRA Holder seeks to transfer a portion of its rights, in the aggregate, to more than three transferees, or (ii) if the TRA Holder seeks to transfer less than all of its rights.

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(ii) Original Signatories. Each TRA Holder that is an original signatory to this Agreement may, directly or indirectly, assign or otherwise transfer its rights under this Agreement without limitation (A) to the Foundation, any Affiliate of the Foundation, or any Affiliate of such transferring TRA Holder or (B) by bequest.

(iii) Transfer of Interests. To the extent Interests are transferred in accordance with the terms of the Limited Partnership Agreement, the transferring TRA Holder may assign to the transferee all, but not less than all, of that TRA Holder’s rights under this Agreement with respect to such transferred Interests.

(iv) Joinder. If any TRA Holder directly or indirectly assigns or otherwise transfers its rights under this Agreement to any person, the transferring TRA Holder shall require the transferee to execute and deliver a joinder to this Agreement agreeing to become a “TRA Holder” for all purposes of this Agreement (except as otherwise provided in such joinder), with such joinder being, in form and substance, reasonably satisfactory to the Corporation.

(b) Amendments.

(i) General Rule. No provision of this Agreement may be amended unless the amendment is approved in writing by the Corporation, the Company, and the TRA Holders who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all TRA Holders (as determined by the Corporation) if the Corporation had exercised its right of early termination under ‎Section 3.01(a) on the date of the most recent Exchange before that amendment (excluding, for purposes of this sentence, all payments made to any TRA Holder pursuant to this Agreement since the date of the most recent Exchange).

(ii) Amendments with Disproportionate Adverse Effect. Notwithstanding the provisions of ‎Section 6.06(b)(i), if a proposed amendment would have a disproportionate adverse effect on the payments one or more TRA Holders will or may receive under this Agreement, the amendment shall not be effective unless at least two-thirds of the TRA Holders who would be disproportionately adversely affected (measured in accordance with ‎Section 6.06(b)(i)) consent in writing to that amendment.

(c) Waiver of Compliance. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, covenant, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting the waiver, but no waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

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(d) Successors and Assigns. Except as otherwise provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the respective successors and permitted assigns of the parties hereto. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation, division, conversion or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place.

Section 6.07 Titles and Subtitles. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

Section 6.08 Dispute Resolution.

(a) Disputes as to Interpretation and Calculations. The Corporation shall, in its sole discretion, resolve any Dispute as to the interpretation of, or calculations required by, this Agreement. Notwithstanding the previous sentence, any resolution by the Corporation pursuant to this ‎Section 6.08(a) shall reflect a reasonable interpretation of the provisions of this Agreement, consistent with the goal that the provisions of this Agreement result in the TRA Holders receiving eighty-five percent (85%) of the Cumulative Net Realized Tax Benefit and the Additional Amount thereon.

(b) Dispute Resolution; Arbitration. Except for the matters in ‎Section 6.08(a), the parties shall negotiate in good faith to resolve any dispute, controversy, or claim arising out of or in connection with this Agreement, or the interpretation, breach, termination or validity thereof (“Dispute”). To the extent any Dispute is not resolved through good faith negotiations, Disputes shall be finally resolved by arbitration before a panel of three independent tax lawyers at major law firms who are resident in New York, New York and are mutually acceptable to the parties (the “Arbitrators”). The Arbitrators, with the consent of the parties, may, or, at the direction of the parties, shall, delegate some or all of the issues under dispute (including Disputes under ‎Section 1.03, ‎Section 3.02 or ‎Section 5.02) to a nationally recognized accounting firm selected by the Arbitrators and agreed to by the parties. Notwithstanding anything to the contrary in this Agreement, the TRA Representative shall represent the interests of any TRA Holder(s) in any Dispute and no TRA Holder shall individually have the right to participate in any proceeding.

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(c) Selection of Arbitrators; Timing. There shall be three Arbitrators who shall be appointed by the parties within 20 days of receipt by a party of a copy of the demand for arbitration. The Corporation shall appoint one arbitrator and the TRA Representative shall appoint one arbitrator (with the appointment being subject, in each case, to the reasonable objection of the other party), and the parties shall jointly appoint the third arbitrator. Unless the parties have agreed to extend the 20-day time period, any Arbitrators that have not been appointed within 20 days of a party’s receipt of a copy of the demand for arbitration shall be appointed by JAMS in accordance with the listing, striking and ranking procedure in the JAMS Comprehensive Arbitration Rules and Procedures, with each party being given a limited number of strikes, except for cause. Any arbitrator appointed by JAMS shall be a retired judge or a practicing attorney with no less than fifteen years of experience with corporate and partnership tax matters and an experienced arbitrator. In rendering an award, the Arbitrators shall be required to follow the laws of the state of Delaware, notwithstanding any Delaware choice-of-law rules. The costs of arbitration shall be split equally between the parties participating in the arbitration.

(d) Arbitration Award; Damages; Attorney Fees. The arbitral award shall be in writing and shall state the findings of fact and conclusions of law on which it is based. The Arbitrators shall not be permitted to award punitive, non-economic, or any non-compensatory damages. The award shall be final and binding upon the parties and shall be the sole and exclusive remedy between the parties regarding any claims, counterclaims, issues, or accounting presented to the Arbitrators. Judgment upon the award may be entered in any court having jurisdiction over any party or any of its assets. Any costs or fees (including all attorneys’ fees and expenses) incident to enforcing the award shall be charged against the party resisting the enforcement. Each party shall bear its own attorney’s fees incurred in the underlying arbitration.

(e) Confidentiality. All Disputes shall be resolved in a confidential manner. The Arbitrators shall agree to hold any information received during the arbitration in the strictest of confidence and shall not disclose to any non-party the existence, contents or results of the arbitration or any other information about the arbitration. The parties to the arbitration shall not disclose any information about the evidence adduced or the documents produced by the other party in the arbitration proceedings or about the existence, contents or results of the proceeding except as may be required by law, regulatory or governmental authority or as may be necessary in an action in aid of arbitration or for enforcement of an arbitral award. Any party intending to make a disclosure permitted by the preceding sentence (other than private disclosure to financial regulatory authorities), shall use reasonable efforts to give the other party reasonable advance written notice of the intended disclosure and afford the other party a reasonable opportunity to protect its interests.

(f) Discovery. Barring extraordinary circumstances (as determined in the sole discretion of the Arbitrators), discovery shall be limited to pre-hearing disclosure of documents that each side shall present in support of its case, and non-privileged documents essential to a matter of import in the proceeding for which a party has demonstrated a substantial need. The parties agree that they shall produce to each other all such requested non-privileged documents, except documents objected to and with respect to which a ruling has been or shall be sought from the Arbitrators. The parties agree that information from the Corporate Tax Return (including by way of a redacted Corporate Tax Return) shall be sufficient, and that the Corporation shall not be compelled to produce any unredacted Tax Returns. There will be no depositions or live witness testimony.

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Section 6.09 Bank Account Information. A TRA Benefit Payor may require each TRA Holder to provide its bank account information to facilitate wire transfers and shall be entitled to rely on the bank account information so provided absent actual knowledge that the bank account information is incorrect.

Section 6.10 Withholding. Each TRA Benefit Payor shall be entitled to deduct and withhold from any payment payable by it pursuant to this Agreement such amounts, if any, as the TRA Benefit Payor is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or non-U.S. tax law. To the extent that amounts are so withheld and are (or, when due, will be) paid over to the appropriate Taxing Authority by the applicable TRA Benefit Payor, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the applicable TRA Holder. Each TRA Holder shall promptly provide the TRA Benefit Payors or other applicable withholding agent with any necessary tax forms, in form and substance reasonably acceptable to the TRA Benefit Payors, as any TRA Benefit Payor may request from time to time in determining whether any such deductions and withholdings are required under any applicable law, including Internal Revenue Service Form W-9 or the appropriate Internal Revenue Service Form W-8, as applicable. Before any withholding is made pursuant to this ‎Section 6.10, the TRA Benefit Payor shall use commercially reasonable efforts to (a) notify the applicable TRA Holder and (b) cooperate in good faith with such TRA Holder to avoid such withholding, unless the TRA Holder has failed to comply with the provisions of the preceding sentence.

Section 6.11 Confidentiality.

(a) General Rule. Each TRA Holder and each of their assignees acknowledges and agrees that the information of the TRA Benefit Payors is confidential and, except in the course of performing any duties as necessary for the Corporation and its Affiliates, as required by law or legal process or to enforce the terms of this Agreement, shall keep and retain in the strictest confidence and not disclose to any Person any confidential matters or information of the Corporation or the Company, or the Affiliates or successors of the Corporation and the Company, or the other TRA Holders acquired pursuant to this Agreement, including marketing, investment, performance data, credit and financial information and other business affairs of the Corporation or the Company, or the Affiliates or successors of the Corporation and the Company, or the other TRA Holders.

(b) Exceptions. This ‎Section 6.11 shall not apply to (i) any information that has been made publicly available by the Corporation or any of its Affiliates, becomes public knowledge (except as a result of an act of the TRA Holder in violation of this Agreement) or is generally known to the business community and (ii) the disclosure of information to the extent necessary for a TRA Holder to prepare and file its Tax Returns, to respond to any inquiries regarding its Tax Returns from any Taxing Authority or to prosecute or defend any action, proceeding or audit by any Taxing Authority with respect to those Tax Returns. Notwithstanding anything to the contrary in this ‎Section 6.11, each TRA Holder and assignee (and each employee, representative or other agent of a TRA Holder or assignee, as applicable) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of (x) the Corporation, the Company, the TRA Holders and their Affiliates and (y) any of their transactions, and all materials of any kind (including opinions or other tax analyses) that are provided to the TRA Holders relating to that tax treatment and tax structure.

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(c) Enforcement. If a TRA Holder or assignee commits a breach, or threatens to commit a breach, of any of the provisions of this ‎Section 6.11, the Corporation shall have the right and remedy to have the provisions of this ‎Section 6.11 specifically enforced by injunctive relief or otherwise by any court of competent jurisdiction without the need to post any bond or other security, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Corporation or any of its Affiliates or the other TRA Holders and that money damages alone shall not provide an adequate remedy to such Persons. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available at law or in equity.

Section 6.12 Limited Partnership Agreement. For U.S. federal income tax purposes, to the extent this Agreement imposes obligations upon the Company or a member of the Company, this Agreement shall be treated as part of the Limited Partnership Agreement as described in section 761(c) of the Code and sections 1.704-1(b)(2)(ii)(h) and 1.761-1(c) of the Treasury Regulations.

Section 6.13 Joinder. The Company shall have the power and authority (but not the obligation) to permit any Person who becomes a member of the Company to execute and deliver a joinder to this Agreement promptly upon acquisition of membership interests in the Company by such Person, and such Person shall be treated as a “TRA Holder” for all purposes of this Agreement.

Section 6.14 Survival. If this Agreement is terminated pursuant to ‎ARTICLE III, this Agreement shall become void and of no further force and effect, except for the provisions set forth in ‎Section 6.04 (Governing Law), ‎Section 6.08 (Dispute Resolution), ‎Section 6.11 (Confidentiality), and this ‎Section 6.14.

ARTICLE VII
DEFINITIONS

As used in this Agreement, the terms set forth in this ‎ARTICLE VII shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined).

“Actual Tax Liability” means, with respect to any Taxable Year, the liability for Taxes of the Corporation for such Taxable Year, determined in accordance with ‎‎Section 1.02.

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“Additional Amount” for a given Taxable Year shall be the additional amount (calculated in the same manner as interest) payable on the Net Tax Benefit for such Taxable Year, reduced by the Tax Benefit Payment Reduction Amount for such Taxable Year (if any), calculated at the Agreed Rate from the due date (without extensions) for filing the Corporate Tax Return with respect to Taxes for the most recently ended Taxable Year until the date on which the payment is required to be made. In the case of a Tax Benefit Payment made in respect of an Amended Schedule, the “Additional Amount” shall equal the additional amount (calculated in the same manner as interest) payable on the Net Tax Benefit for such Taxable Year, reduced by the Tax Benefit Payment Reduction Amount for such Taxable Year (if any), calculated at the Agreed Rate from the date of such Amended Schedule becoming final in accordance with ‎Section 1.03(b) until the date on which the payment is required to be made, reduced to account for any payment of Additional Amount made in respect of the original Tax Benefit Schedule. Except to the extent that it is treated as Imputed Interest (or with respect to amounts treated as guaranteed payments, as described in Section 1.02(a)), the Additional Amount shall be treated as additional consideration for tax purposes.

“Adjusted Asset” means any asset with respect to which a Basis Adjustment is made in respect of an Exchange.

“Advisory Firm” means any accounting firm or any law firm, in each case, that is nationally recognized as being expert in tax matters and that is selected by the Board.

“Affected TRA Holder” means, with respect to a Deemed Early Termination Event, each TRA Holder whose rights are being terminated.

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

“Agreed Rate” means the LIBOR plus 300 basis points.

“Agreement” is defined in the preamble.

“Amended Schedule” is defined in ‎Section 1.03(c).

“Arbitrators” is defined in ‎Section 6.08(b).

“Available Cash” means all cash and cash equivalents of the TRA Benefit Payor on hand, less (i) the amount of cash reserves reasonably established in good faith by the TRA Benefit Payor to provide for the proper conduct of business of the TRA Benefit Payor (including paying creditors) and (ii) any amount the TRA Benefit Payor cannot pay to a TRA Holder by reason of (A) a prohibition, restriction or covenant under any credit agreement, loan agreement, note, indenture or other agreement governing indebtedness of the Company or any of its Subsidiaries or the Corporation or (B) restrictions under applicable law.

“Basis Adjustment” means any adjustment under sections 732, 734, 743, or 1012 of the Code (as applicable) as a result of an Exchange by a TRA Holder.

“Basis Schedule” is defined in ‎Section 1.03(a)(i)(B).

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“Beneficial Ownership” (including correlative terms) shall have the meaning ascribed to that term in Rule 13d-3 promulgated under the Securities Exchange Act of 1934.

“Benefit Rights” means the TRA Holders’ rights under this Agreement with respect to (i) the Interests (if any) held (including those previously Exchanged) by all TRA Holders and (ii) the Foundation Assets.

“Board” means the board of directors of the Corporation.

“Business Day” means any day other than a Saturday, Sunday or any other day on which commercial banks located in New York City, New York are authorized or required to close.

“Change of Control” means the occurrence of any of the following events:

(a) any Third Party Stakeholder becomes the Beneficial Owner, directly or indirectly, of securities of the Corporation representing more than fifty percent (50%) of the combined voting power of the Corporation’s then outstanding voting securities; or

(b) the following individuals cease for any reason to constitute a majority of the directors of the Corporation then serving: (i) individuals who, on the IPO Date, constitute the Board, and (ii) any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation) whose appointment by the Board or nomination for election by the Corporation’s shareholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the IPO Date or whose appointment or nomination for election was previously so approved or recommended by the directors referred to in this clause (ii); or

(c) there is consummated a merger or consolidation of the Corporation or any direct or indirect Subsidiary of the Corporation with any other corporation or other entity, and, immediately after the consummation of such merger or consolidation, either (i) the members of the Board immediately before the merger or consolidation do not constitute at least a majority of the board of directors of the company surviving the merger or, if the surviving company is a Subsidiary, the ultimate parent thereof, or (ii) all of the Persons who were the respective Beneficial Owners of the voting securities of the Corporation immediately before such merger or consolidation do not Beneficially Own, directly or indirectly, more than fifty percent (50%) of the combined voting power of the then-outstanding voting securities of the Person resulting from such merger or consolidation; or

(d) the shareholders of the Corporation approve a plan of complete liquidation or dissolution of the Corporation, or there is consummated an agreement or series of related agreements for the sale or other disposition, directly or indirectly, by the Corporation of all or substantially all of the Corporation’s assets, other than the sale or other disposition by the Corporation of all or substantially all of the Corporation’s assets to an entity, more than fifty percent (50%) of the combined voting power of the voting securities of which are Beneficially Owned by shareholders of the Corporation in substantially the same proportions as their Beneficial Ownership of such securities of the Corporation immediately before such sale.

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“Class A Shares” is defined in the recitals.

“Code” means the Internal Revenue Code of 1986, as amended, and any successor or replacement statute.

“Common Basis” means the tax basis of the Adjusted Assets that is depreciable or amortizable for United States federal income tax purposes “attributable” to Interests acquired by the Corporation or the Company upon an Exchange, excluding any IPO Basis to the extent necessary to avoid double counting. For purposes of determining the Common Basis that is “attributable” to any such Interests, reasonable methods for tracking such Common Basis shall be utilized to determine the Common Basis relating to those Interests (determined without regard to any dilutive or antidilutive effect of any contribution to or distribution from the Company after the date of an applicable Exchange, and taking into account (x) section 704(c) of the Code and (y) any adjustment under section 734(b) or section 743(b) of the Code). For the avoidance of doubt, Common Basis shall not include any Basis Adjustment.

“Company” is defined in the preamble to this Agreement.

“Consolidated Group” is defined in ‎Section 3.04(a).

“Control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“Corporate Tax Return” means a Tax Return of the Corporation.

“Corporation” is defined in the preamble.

“Cumulative Net Realized Tax Benefit” for a Taxable Year means the excess, if any, of (a) the cumulative amount of Realized Tax Benefits for all Taxable Years of the Corporation, including such Taxable Year over (b) the cumulative amount of Realized Tax Detriments, if any, for the same period. The Realized Tax Benefit and Realized Tax Detriment for each Taxable Year shall be determined based on the most recent Tax Benefit Schedule or Amended Schedule, if any, in existence at the time of such determination.

“day” means a calendar day.

“Deemed Early Termination Event” is defined in ‎Section 3.01(b)(i).

“Default Rate” means LIBOR plus 500 basis points.

“Depreciation” means depreciation, amortization, or other similar deductions for recovery of cost or basis.

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“Determination” shall have the meaning ascribed to such term in section 1313(a) of the Code or similar provision of state or local tax law, as applicable, or any other event (including the execution of a Form 870-AD) that finally and conclusively establishes the amount of any liability for Tax.

“Dispute” is defined in ‎Section 6.08(b).

“Dispute Resolution Procedures” is defined in ‎Section 1.03(b).

“Early Termination Date” is defined in ‎Section 3.02(a)(i).

“Early Termination Notice” is defined in ‎Section 3.02(a)(i).

“Early Termination Payment” is defined in ‎Section 3.03(a).

“Early Termination Rate” means the lesser of (i) 6.5% and (ii) LIBOR plus 400 basis points.

“Early Termination Schedule” is defined in ‎Section 3.02(a)(i).

“Exchange” means an exchange by a TRA Holder pursuant to the Limited Partnership Agreement, and any other transfer of Interests for cash or otherwise (excluding, for the avoidance of doubt, the issuance of the IPO Interests), and “Exchanged” shall have a correlative meaning.

“Exchange Consideration” is defined in the Limited Partnership Agreement.

“Exchange Date” is, with respect to any Exchange, the date of such Exchange.

“Exchange Notice” is defined in the Limited Partnership Agreement.

“Exchangeable Interest” is defined in the Limited Partnership Agreement.

“Foundation” is defined in the recitals to this Agreement.

“Foundation Asset Purchase” is defined in the recitals to this Agreement.

“Foundation Assets” is defined in the recitals to this Agreement.

“Foundation Depreciation Benefit” for each Taxable Year, means the product of (1) the amount of Depreciation attributable to the Foundation Assets and available to the Company for such Taxable Year (ignoring, for this purpose, any adjustment to the tax basis of the Foundation Assets in respect of an Exchange), and (2) the same, combined tax rate utilized to calculate the Actual Tax Liability for such Taxable Year.

“Foundation Depreciation Payment” means, an amount equal to (1) the cumulative amount of Foundation Depreciation Benefit for all Taxable Years ending after the date of this Agreement over (2) the cumulative amounts that have previously been paid to the Foundation pursuant to ‎Section 2.01(a).

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“Hypothetical Tax Liability” means, with respect to any Taxable Year, the Actual Tax Liability for such Taxable Year, as further adjusted by (i) ignoring ‎Section 1.02(e) and (ii) disregarding all Tax Assets (i.e., treating all Tax Assets as if they do not exist). For the avoidance of doubt, the Hypothetical Tax Liability shall be determined by using the Non-Stepped Up Tax Basis of each Adjusted Asset.

“Imputed Interest” means any interest imputed under sections 1272, 1274, or 483 or other provision of the Code with respect to the Corporation’s payment obligations under this Agreement.

“Interests” is defined in the recitals.

“IPO” is defined in the recitals.

“IPO Basis” means the tax basis of the assets of the Company and any of its direct or indirect Subsidiaries that are amortizable under section 197 of the Code, depreciable under section 168 of the Code, or that are otherwise reported as depreciable or amortizable on IRS Form 4562 for U.S. federal income Tax purposes, in each case, to the extent allocable to the Corporation in respect of its acquisition or ownership of IPO Interests (which, for the avoidance of doubt, includes any such deductions the Corporation is entitled to receive as a result of the application of the rules of section 704(c) of the Code).

“IPO Date” means the date of the IPO.

“IPO Interests” means the Interests acquired by the Corporation with the net proceeds from the IPO (including, for the avoidance of doubt, the Interests acquired in connection with the contribution of the consideration utilized by the Company to purchase the Foundation Assets).

“LIBOR” means during any period, the rate which appears on the Bloomberg Page BBAM1 (or on such other substitute Bloomberg page that displays rates at which U.S. dollar deposits are offered by leading banks in the London interbank deposit market or such other commercially available source providing quotations of such rates as may be designated by Corporation from time to time), or the rate which is quoted by another source selected by the Corporation as an authorized information vendor for the purpose of displaying rates at which U.S. dollar deposits are offered by leading banks in the London interbank deposit market (an “LIBOR Alternate Source”), at approximately 11:00 a.m., London time, two (2) Business Days before the first day of such period as the London interbank offered rate for U.S. dollars having a borrowing date and a maturity comparable to such period (or if there shall at any time, for any reason, no longer exist a Bloomberg Page BBAM1 (or any substitute page) or any LIBOR Alternate Source, a comparable replacement rate determined by the Corporation and the TRA Representative at such time, which determination shall be conclusive absent manifest error); provided, that at no time shall LIBOR be less than zero percent (0%). If the Corporation has made the determination (such determination to be conclusive absent manifest error) that (i) LIBOR is no longer a widely recognized benchmark rate for newly originated loans in the U.S. loan market in U.S. dollars or (ii) the applicable supervisor or administrator (if any) of LIBOR has made a public statement identifying a specific date after which LIBOR shall no longer be used for determining interest rates for loans in the U.S. loan market in U.S. dollars, then the Corporation and the TRA Representative shall (as determined by the Corporation and the TRA Representative to be consistent with market practice generally), establish a replacement interest rate (the “Replacement Rate”), in which case, the Replacement Rate shall, subject to the next two sentences, replace LIBOR for all purposes under this Agreement. In connection with the establishment and application of the Replacement Rate, this Agreement shall be amended solely with the consent of the Corporation, the Company, and the TRA Representative, as may be necessary or appropriate, in the reasonable judgment of the Corporation and the TRA Representative, to effect the provisions of this section. The Replacement Rate shall be applied in a manner consistent with market practice; provided, that in each case, to the extent such market practice is not administratively feasible for the Corporation, such Replacement Rate shall be applied as otherwise reasonably determined by the Corporation and the TRA Representative.

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“Limited Partnership Agreement” is defined in the recitals.

“LP TRA Holder” means any TRA Holder other than the Foundation.

“Market Value” means the closing price of the Class A Shares on the applicable Exchange Date on the national securities exchange or interdealer quotation system on which the Class A Shares are then traded or listed, as reported by the Wall Street Journal; provided, that if the closing price is not reported by the Wall Street Journal for the applicable Exchange Date, then the “Market Value” means the closing price of the Class A Shares on the Business Day immediately preceding such Exchange Date on the national securities exchange or interdealer quotation system on which the Class A Shares are then traded or listed, as reported by the Wall Street Journal; provided, further, that if the Class A Shares are not then listed on a national securities exchange or interdealer quotation system, “Market Value” means the cash consideration paid for Class A Shares, or the fair market value of the other property delivered for Class A Shares, as determined by the Board in good faith.

“Material Objection Notice” is defined in ‎Section 3.02.

“Material Uncured Breach” means the occurrence of any of the following events:

(a) the Corporation fails to make any payment required by this Agreement within 180 days after the due date for that payment (except for a failure to make any payment due pursuant to this Agreement as a result of a lack of Available Cash);

(b) this Agreement is rejected in a case commenced under the Bankruptcy Code and the Corporation does not cure the rejection within 90 days after such rejection; or

(c) the Corporation breaches any of its material obligations under this Agreement other than an event described in clause (a) or (b) with respect to one or more TRA Holders and the Corporation does not cure such breach within 90 days after receipt of notice of such breach from such TRA Holder(s).

“Net Tax Benefit” means, for each Taxable Year, the amount equal to the excess, if any, of eighty-five percent (85%) of the Cumulative Net Realized Tax Benefit as of the end of such Taxable Year over the total amount of payments previously made under ‎Section 2.01, excluding payments attributable to any Additional Amount.

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“NOLs” means net operating losses, capital losses, or other loss carrybacks and carryforwards.

“Non-Stepped Up Tax Basis” means, with respect to any Adjusted Asset, the tax basis that such property would have had at such time if no Basis Adjustments had been made and if the Common Basis was equal to zero.

“Objection Notice” is defined in ‎Section 1.03(b).

“Person” means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, governmental entity, or other entity.

“Policy” is defined in Annex D of the Limited Partnership Agreement.

“Purchase Agreement” means that certain Securities Purchase and Sale Agreement, dated April 8, 2022, by and between the Company and the Foundation.

“Realized Tax Benefit” is defined in ‎Section 1.01

“Realized Tax Detriment” is defined in ‎Section 1.01.

“Subsidiary” means, with respect to any Person, as of any date of determination, any other Person as to which such Person, owns, directly or indirectly, or otherwise Controls more than 50% of the voting shares or other similar interests or the sole general partner interest or managing member or similar interest of such Person.

“Supporting Letter” means a letter prepared by (i) the Corporation and certified by the Corporation’s chief financial officer, or (ii) an Advisory Firm, in either case, that states that the relevant schedules to be provided to the TRA Representative pursuant to ‎Section 1.03(a)(iii) or ‎Section 3.02(a) were prepared in a manner that is consistent with the terms of this Agreement and, to the extent not expressly provided in this Agreement, on a reasonable basis in light of the facts and law in existence on the date such schedules were delivered by the Corporation to the TRA Representative.

“Tax Assets” means, without duplication, (a) the Basis Adjustments, (b) Imputed Interest, (c) the Common Basis, (d) the IPO Basis, (e) any deduction or reduction in income attributable to a payment described in ‎Section 2.01(b)(i) (including as a result of Section 3.1 of Annex B to the Limited Partnership Agreement), and (f) any other item of loss, deduction, or credit, including carrybacks and carryforwards attributable to any item described in clauses (a) through (e) of this definition.

“Tax Benefit Payment” means, for each Taxable Year, an amount, not less than zero, equal to the sum of the Net Tax Benefit and the Additional Amount.

- 27 -

“Tax Benefit Payment Reduction Amount” has the meaning given to it in ‎Section 2.05(a).

“Tax Benefit Schedule” is defined in ‎Section 1.03(a)(ii).

“Tax Item” means any item of income, gain, loss, deduction, or credit.

“Tax Return” means any return, declaration, report, or similar statement required to be filed with respect to Taxes (including any attached schedules), including, without limitation, any information return, claim for refund, amended return and declaration of estimated Taxes.

“Taxable Year” means, for the Corporation or the Company, as the case may be, a taxable year as defined in section 441(b) of the Code or comparable section of state or local tax law, as applicable, ending on or after the closing date of the IPO.

“Taxes” means any and all non-U.S., U.S. federal, state, and local taxes, assessments, or similar charges that are based on or measured with respect to net income or profits (including any franchise taxes based on or measured with respect to net income or profits), and any interest, penalties, or additions related to such amounts imposed in respect thereof under applicable law.

“Taxes of the Corporation” means the Taxes of the Corporation and/or the Company, but only with respect to Taxes imposed on the Company and allocable to the Corporation for such Taxable Year.

“Taxing Authority” means any U.S. or non-U.S., federal, national, state, county, or municipal or other local government, any subdivision, agency, commission or authority thereof, or any quasi-governmental body exercising any taxing authority or any other authority exercising tax regulatory authority.

“Third Party Stakeholder” means any Person or any group of Persons, the acting together of which would constitute a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934, or any successor provisions thereto, excluding each TRA Party and its Affiliates. For purposes of this definition, the Affiliates of a TRA Party shall include the estate of a TRA Party and any Person who is a successor of a TRA Party as a direct result of a gift, bequest, or similar transfer.

“Total Tax and TRA Burden” means, for a Taxable Year, the sum of (i) all Tax Benefit Payments and (ii) the aggregate Tax liability shown as due on the Corporate Tax Returns filed for such Taxable Year and actually paid by the Corporation.

“TRA Benefit Payor” means, the Company, with respect to the portion of any Tax Benefit Payment the Company is required to pay under ‎Section 2.01, and (ii) the Corporation with respect to the portion of any Tax Benefit Payment the Corporation is required to pay under ‎Section 2.01.

“TRA Holder” means any Person (other than the Corporation, its Subsidiaries, and the TRA Representative, solely in its capacity as TRA Representative) that is a party to this Agreement. For purposes of ‎Section 1.03(a)(iv), the term “TRA Holder” shall not include any person (other than the Foundation) that holds less than five (5) percent of the total Interests immediately before the IPO.

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“TRA Party” means the Corporation, the Company, each of the TRA Holders, the TRA Representative, and any person who becomes a party to this Agreement from time to time.

“TRA Representative” means Excelerate Energy Holdings, LLC or, if it is unable or unwilling to serve as the TRA Representative, the person or entity designated to serve as the successor TRA Representative pursuant to ‎‎‎Section 5.06(d).

“Treasury Regulations” means the final, temporary, and proposed regulations under the Code promulgated from time to time (including corresponding provisions and succeeding provisions) as in effect for the relevant taxable period.

“Valuation Assumptions” means, as of an Early Termination Date, the assumptions that

(a) in each Taxable Year ending on or after such Early Termination Date, the Corporation will have sufficient taxable income such that the Corporation would be obligated to make a Tax Benefit Payment in respect of all available Tax Assets in such Taxable Year;

(a) any NOLs and items of loss, deduction, or credit generated by a Basis Adjustment or Imputed Interest arising in a Taxable Year preceding the Taxable Year that includes an Early Termination Date will be used by the Corporation ratably from such Taxable Year through the earlier of (i) the scheduled expiration of such Tax Item or (ii) 15 years; provided that in any year in which the Corporation is unable to use the full amount of an NOL because of sections 382, 383, or 384 of the Code (or any successor provision or other similar limitation) that it otherwise would be deemed to use under this clause (b), the amount deemed to be used for purposes of this clause (b) shall equal the amount permitted to be used in such year under sections 382, 383, or 384 of the Code (or any successor provision or other similar limitation);

(b) if, at the Early Termination Date, there are Exchangeable Interests that have not been Exchanged, then each such Interest shall be deemed to be Exchanged for the Exchange Consideration that would be received if the Exchange occurred on the Early Termination Date;

(c) any non-amortizable assets are deemed to be disposed of in a fully taxable transaction for U.S. federal income tax purposes on the fifteenth anniversary of the earlier of the Basis Adjustment and the Early Termination Date; and

(d) the federal income tax rates and state and local income tax rates that will be in effect for each such Taxable Year will be those specified for each such Taxable Year by the Code and other law as in effect on the Early Termination Date, taking into account any scheduled or imminent tax rate increases. For the avoidance of doubt, an “imminent” tax rate increase is one for which both the amount and the effective time can be determined with reasonable accuracy.

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[Signature page follows]

- 30 -

In witness whereof, the undersigned have executed this Agreement as of the date first set forth above.

	THE CORPORATION

	Excelerate Energy, Inc.

	By:	/s/ Steven Kobos
		Name: Steven Kobos
		Title: President and CEO

	THE COMPANY

	Excelerate Energy
	Limited Partnership

	By:	/s/ Steven Kobos
		Name: Steven Kobos
		Title: President and CEO

	TRA HOLDERS

	Excelerate Energy Holdings, LLC

	By: Kaiser-Francis Management Company LLC, its manager

	By:	/s/ Don Millican
		Name: Don Millican
		Title: President

	Maya Maritime LLC

	By:	/s/ Frederic Dorwart
		Name: Frederic Dorwart
		Title: President

	TRA REPRESENTATIVE

	Excelerate Energy Holdings, LLC

	By: Kaiser Frances Management Company LLC, its manager

	By:	/s/ Don Millican
		Name: Don Millican
		Title: President

- 2 -

Exhibit 10.3

SENIOR SECURED REVOLVING CREDIT AGREEMENT

Dated as of

April 18, 2022

among

EXCELERATE ENERGY LIMITED PARTNERSHIP,
as Borrower,

EXCELERATE ENERGY, INC.,
as Parent,

THE LENDERS FROM TIME TO TIME PARTY HERETO,

THE ISSUING BANKS FROM TIME TO TIME PARTY HERETO

and

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent

JPMORGAN CHASE BANK, N.A., BARCLAYS BANK PLC, MORGAN STANLEY SENIOR FUNDING, INC., WELLS FARGO SECURITIES, LLC and SUMITOMO MITSUI BANKING CORPORATION

as Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS	1
Section 1.01 Defined Terms	1
Section 1.02 Classification of Loans and Borrowings	40
Section 1.03 Terms Generally	40
Section 1.04 Accounting Terms; GAAP; Sequoia Lease	41
Section 1.05 Interest Rates; Benchmark Notification	41
Section 1.06 Letter of Credit Amounts	42
Section 1.07 Divisions	42
ARTICLE II THE CREDITS	42
Section 2.01 Commitments	42
Section 2.02 Loans and Borrowings	42
Section 2.03 Requests for Borrowings	43
Section 2.04 [Reserved]	43
Section 2.05 [Reserved]	43
Section 2.06 Letters of Credit	43
Section 2.07 Funding of Borrowings	48
Section 2.08 Interest Elections	49
Section 2.09 Termination and Reduction of Commitments	50
Section 2.10 Repayment of Loans; Evidence of Indebtedness	51
Section 2.11 Optional Prepayments	51
Section 2.12 Mandatory Prepayments	52
Section 2.13 Fees	52
Section 2.14 Interest	53
Section 2.15 Alternate Rate of Interest	54
Section 2.16 Increased Costs	56
Section 2.17 Break Funding Payments	57
Section 2.18 Withholding of Taxes; Gross-Up	58
Section 2.19 Payments Generally; Pro Rata Treatment; Sharing of Setoffs	61
Section 2.20 Mitigation Obligations; Replacement of Lenders	62
Section 2.21 Defaulting Lenders	63
ARTICLE III REPRESENTATIONS AND WARRANTIES	65
Section 3.01 Organization; Powers	65
Section 3.02 Authorization; Enforceability	66
Section 3.03 Governmental Approvals; No Conflicts	66
Section 3.04 Financial Condition; No Material Adverse Change	66
Section 3.05 Properties	66
Section 3.06 Litigation and Environmental Matters	67
Section 3.07 Compliance with Laws and Agreements; No Default	67
Section 3.08 Investment Company Status	67
Section 3.09 Taxes	67
Section 3.10 ERISA	68
Section 3.11 Disclosure	68
Section 3.12 Anti-Corruption Laws and Sanctions	68
Section 3.13 Affected Financial Institutions	68
Section 3.14 Plan Assets; Prohibited Transactions	68

Section 3.15 Use of Proceeds; Margin Regulations	69
Section 3.16 Solvency	69
Section 3.17 Insurance	69
Section 3.18 Subsidiaries	69
Section 3.19 Vessels	69
Section 3.20 Collateral Documents	70
Section 3.21 Pari Passu or Priority Status	70
Section 3.22 No Immunity	70
ARTICLE IV CONDITIONS PRECEDENT	70
Section 4.01 Effective Date	70
Section 4.02 Each Credit Event	73
ARTICLE V AFFIRMATIVE COVENANTS	73
Section 5.01 Financial Statements; Other Information	74
Section 5.02 Notices of Material Events	76
Section 5.03 Existence; Conduct of Business	77
Section 5.04 Payment of Taxes	77
Section 5.05 Maintenance of Properties; Vessel Contracts	77
Section 5.06 Insurance	78
Section 5.07 Books and Records; Inspection Rights	81
Section 5.08 Compliance with Laws	82
Section 5.09 Use of Proceeds and Letters of Credit	82
Section 5.10 [Reserved]	82
Section 5.11 Environmental Matters	82
Section 5.12 Further Assurances; Additional Collateral and Additional Guarantors	83
Section 5.13 Change of Ownership; Registry; Management; Legal Names; Type of Organization (and whether a Registered Organization); Jurisdiction of Organization; etc	85
Section 5.14 Unrestricted Subsidiaries	86
Section 5.15 Commodity Exchange Act Keepwell Provisions	87
Section 5.16 Post-Closing Undertakings	87
ARTICLE VI NEGATIVE COVENANTS	87
Section 6.01 Indebtedness	87
Section 6.02 Liens	89
Section 6.03 Fundamental Changes	90
Section 6.04 Limitation on Asset Sales	90
Section 6.05 Investments, Loans, Advances, Guarantees and Acquisitions	91
Section 6.06 Swap Agreements	92
Section 6.07 Restricted Payments	92
Section 6.08 Transactions with Affiliates	93
Section 6.09 Restrictive Agreements	94
Section 6.10 Financial Covenants	95
Section 6.11 Tax Status of the Borrower	96
Section 6.12 Sale-Leaseback Transactions	96
Section 6.13 Amendment of Material Documents	96
Section 6.14 Flag and Registry	96
Section 6.15 Status of Parent	97
ARTICLE VII EVENTS OF DEFAULT	97
Section 7.01 Events of Default	97
Section 7.02 Remedies Upon an Event of Default	99

Section 7.03 Application of Payments	100
ARTICLE VIII THE ADMINISTRATIVE AGENT	102
Section 8.01 Authorization and Action	102
Section 8.02 Administrative Agent’s Reliance, Limitation of Liability, Etc	104
Section 8.03 Posting of Communications	106
Section 8.04 The Administrative Agent Individually	107
Section 8.05 Successor Administrative Agent	107
Section 8.06 Acknowledgements of Lenders and Issuing Banks	108
Section 8.07 Collateral Matters	110
Section 8.08 Credit Bidding	111
Section 8.09 Certain ERISA Matters	111
ARTICLE IX MISCELLANEOUS	113
Section 9.01 Notices	113
Section 9.02 Waivers; Amendments	114
Section 9.03 Expenses; Limitation of Liability; Indemnity, Etc	115
Section 9.04 Successors and Assigns	117
Section 9.05 Survival	122
Section 9.06 Counterparts; Integration; Effectiveness; Electronic Execution	122
Section 9.07 Severability	123
Section 9.08 Right of Setoff	123
Section 9.09 Governing Law; Jurisdiction; Consent to Service of Process	124
Section 9.10 WAIVER OF JURY TRIAL	125
Section 9.11 Headings	125
Section 9.12 Confidentiality	125
Section 9.13 Material Non-Public Information	126
Section 9.14 Interest Rate Limitation	126
Section 9.15 No Fiduciary Duty, etc	126
Section 9.16 USA PATRIOT Act	127
Section 9.17 Acknowledgement and Consent to Bail-In of Affected Financial Institutions	127
Section 9.18 Acknowledgement Regarding Any Supported QFCs	128
Section 9.19 Judgment Currency	128
Section 9.20 Release of Collateral and Guarantors	129
Section 9.21 Currency Conversion	130
Section 9.22 Exchange Rates	130
Section 9.23 Certain Belgian Law Provisions	131
Section 9.24 Administrative Agent as Agent Under Foreign Law Collateral Documents	131

iii

Annexes, Exhibits and Schedules

Annex I	Commitments
Annex II	Letter of Credit Commitments

Exhibit A	Form of Assignment and Assumption
Exhibit B	Form of Borrowing Request
Exhibit C	Form of Interest Election Request
Exhibit D	Form of Note
Exhibit E-1	U.S. Tax Compliance Certificate (For Non-U.S. Lenders that are not Partnerships for U.S. Federal Income Tax Purposes)
Exhibit E-2	U.S. Tax Compliance Certificate (For Non-U.S. Participants that are not Partnerships for U.S. Federal Income Tax Purposes)
Exhibit E-3	U.S. Tax Compliance Certificate (For Non-U.S. Participants that are Partnerships for U.S. Federal Income Tax Purposes)
Exhibit E-4	U.S. Tax Compliance Certificate (For Non-U.S. Lenders that are Partnerships for U.S. Federal Income Tax Purposes)
Exhibit F	Form of Collateral Vessel Mortgage
Exhibit G	Form of Fleet Status Certificate

Schedule 2.06	Existing Letters of Credit
Schedule 3.06	Disclosed Matters
Schedule 3.18	Subsidiaries
Schedule 3.19	Vessels
Schedule 4.01(m)	Effective Date Collateral Documents
Schedule 5.01	Approved Appraisers
Schedule 5.14	Unrestricted Subsidiaries
Schedule 5.16	Post-Closing Undertakings
Schedule 6.01	Existing Indebtedness
Schedule 6.02	Existing Liens
Schedule 6.05	Existing Investments
Schedule 6.08	Existing Transactions with Affiliates
Schedule 6.09	Existing Restrictions
Schedule 6.14	Acceptable Flag Jurisdictions

SENIOR SECURED REVOLVING CREDIT AGREEMENT

THIS SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of April 18, 2022 (this “Agreement”), is by and among EXCELERATE ENERGY LIMITED PARTNERSHIP, a Delaware limited partnership (the “Borrower”), EXCELERATE ENERGY, INC., a Delaware corporation (“Parent”), the lenders from time to time parties hereto (each, a “Lender” and, collectively, the “Lenders”), each issuing bank from time to time party hereto (each, an “Issuing Bank” and, collectively, the “Issuing Banks”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent for the Lenders.

RECITALS:

A. The Borrower has requested that the Lenders and the Issuing Banks extend credit to them from time to time subject to the terms of this Agreement; and

B. The Lenders and the Issuing Banks are willing to make available to the Borrower such credit upon the terms and subject to the conditions and requirements set forth herein;

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

ARTICLE I
DEFINITIONS

Section 1.01 Defined Terms. Unless otherwise defined herein, the following terms shall have the following meanings, which meanings shall be equally applicable to both the singular and plural forms of such terms:

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

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

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

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

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

“Administrative Agent” means JPMorgan Chase Bank, N.A. (or any of its designated branch offices or affiliates), in its capacity as administrative agent for the Lenders hereunder.

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

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

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

“Agent-Related Person” has the meaning assigned to it in Section 9.03(d).

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

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

“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus ½ of 1% and (c) the Adjusted Term SOFR Rate for a one month Interest Period as published two U.S. Government Securities Business Days prior to such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%; provided that for the purpose of this definition, the Adjusted Term SOFR Rate for any day shall be based on the Term SOFR Reference Rate at approximately 5:00 a.m. Chicago time on such day (or any amended publication time for the Term SOFR Reference Rate, as specified by the CME Term SOFR Administrator in the Term SOFR Reference Rate methodology). Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR Rate, respectively. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.15 (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to Section 2.15(b)), then the Alternate Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance of doubt, if the Alternate Base Rate as determined pursuant to the foregoing would be less than 1.0%, such rate shall be deemed to be 1.0% for purposes of this Agreement.

“Ancillary Document” has the meaning assigned to it in Section 9.06(b).

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

“Applicable Parties” has the meaning assigned to it in Section 8.03(c).

“Applicable Percentage” means, with respect to any Lender, the percentage of the total Commitments represented by such Lender’s Commitment; provided that, in the case of Section 2.21 when a Defaulting Lender shall exist, “Applicable Percentage” shall mean the percentage of the total Commitments (disregarding any Defaulting Lender’s Commitment) represented by such Lender’s Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments and to any Lender’s status as a Defaulting Lender at the time of determination.

“Applicable Rate” means, for any day, (a) on or after the Effective Date but prior to the date that the first compliance certificate is delivered to the Administrative Agent pursuant to Section 5.01(c), (i) in the case of Term Benchmark Loans, 3.25% per annum and (ii) in the case of ABR Loans, 2.25% per annum and (b) on or after the date that the first compliance certificate is delivered to the Administrative Agent pursuant to Section 5.01(c), (i) in the case of Term Benchmark Loans, the Term Benchmark Margin and (ii) in the case of ABR Loans, the ABR Margin, in each case, set forth in the grid below based on the Consolidated Total Leverage Ratio as set forth in the most recent compliance certificate delivered to the Administrative Agent pursuant to Section 5.01(c):

Consolidated Total Leverage Ratio	Term Benchmark Margin	ABR Margin
≤ 1.50:1.00	3.00%	2.00%
> 1.50:1.00 but < 2.50:1.00	3.25%	2.25%
≥ 2.50:1.00	3.50%	2.50%

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

“Approved Appraiser” means (a) any of the appraisal firms identified on Schedule 5.01 or (b) such other independent appraisal firm nominated by the Borrower and reasonably acceptable to the Administrative Agent.

“Approved Electronic Platform” has the meaning assigned to it in Section 8.03(a).

“Approved Fund” has the meaning assigned to it in Section 9.04(b).

“Arrangers” means JPMorgan Chase Bank, N.A., Barclays Bank PLC, Morgan Stanley Senior Funding, Inc., Wells Fargo Securities, LLC and Sumitomo Mitsui Banking Corporation, in their respective capacities as joint lead arrangers and joint bookrunners hereunder.

“Asset Sale” means the Disposition by the Borrower or any Restricted Subsidiary of any asset, including any Equity Interest owned by any such Person; provided that none of the following shall be an “Asset Sale”:

(a) Dispositions of equipment and other personal property and fixtures that are either (i) obsolete, worn-out or no longer used or useable for their intended purposes and Disposed of in the ordinary course of business, or (ii) replaced by equipment or fixtures of comparable suitability within 180 days of such Disposition, including, but not limited to, the Disposition of any boilers, engines, machinery, masts, spars, anchors, cables, chains, rigging, tackle, capstans, outfit, tools, pumps, pumping equipment, apparel, furniture, fittings, equipment, spare parts or any other appurtenances of any Vessel that are no longer useful, necessary, profitable or advantageous in the operation of such Vessel or that are replaced within such period by new boilers, engines, machinery, masts, spars, anchors, cables, chains, rigging, tackle, capstans, outfit, tools, pumps, pumping equipment, apparel, furniture, fittings, equipment, spare parts or any appurtenances of comparable suitability;

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

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

(d) Investments permitted by Section 6.05 and Restricted Payments permitted by Section 6.07, in each case, constituting Dispositions;

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

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

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

(h) Dispositions of cash and Cash Equivalents;

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

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

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

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

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

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

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form (including electronic records generated by the use of an electronic platform) approved by the Administrative Agent.

“Australian Dollars” means the lawful currency of Australia.

“Auto-Renewal Letter of Credit” has the meaning assigned to it in Section 2.06(c).

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

“Availability Period” means the period from and including the Effective Date to but excluding the earlier of (a) the Maturity Date and (b) the date of termination of the Commitments.

“Available Cash” means, as of any date, the aggregate amount of all unrestricted cash and Cash Equivalents held on the balance sheet of, or controlled by, or held for the benefit of, the Borrower or any of its Restricted Subsidiaries other than the following amounts (without duplication): (a) any cash or Cash Equivalents constituting purchase price deposits held in escrow by an unaffiliated third party pursuant to a binding and enforceable purchase and sale agreement with an unaffiliated third party containing customary provisions regarding the payment and refunding of such deposits; (b) any cash or Cash Equivalents for which the Borrower or such Restricted Subsidiary has, in the ordinary course of business, issued checks or initiated wires or ACH transfers (or, in the case of cash or Cash Equivalents that will be used to pay payroll or other taxes, lease rental payments, renewal of software licenses and other customary general and administrative expenses, will issue checks or initiate wires or ACH transfers within five (5) Business Days in respect of amounts due and owing) in order to utilize such cash or Cash Equivalents; (c) any “trapped” cash in a foreign jurisdiction that cannot be accessed, expatriated or distributed to satisfy the prepayment described in Section 2.12(b) as a result of legal, regulatory or other statutory rules and regulations applicable to the Borrower or such Restricted Subsidiary that may exist in the applicable foreign jurisdiction (so long as such cash is not “trapped” as a result of actions taken by the Borrower or any Restricted Subsidiary in contemplation of availing itself of the exception in this clause (c)); (d) cash that cannot be expatriated by the Borrower or such Restricted Subsidiary without causing material adverse tax consequences to the Borrower, as reasonably determined by the Borrower; and (e) any cash or Cash Equivalents held in Excluded Accounts.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark (or component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that is or may be used for determining the length of an Interest Period for any term rate or otherwise, for determining any frequency of making payments of interest calculated pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.15(e).

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

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

“Bangladeshi Takas” means the lawful currency of Bangladesh.

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

“Bankruptcy Event” means, with respect to any Person, such Person becomes the subject of a voluntary or involuntary bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment or has had any order for relief in such proceeding entered in respect thereof; provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, unless such ownership interest results in or provides such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permits such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“Benchmark” means, initially, with respect to any (a) RFR Loan, the Daily Simple SOFR or (b) Term Benchmark Loan, the Term SOFR Rate; provided that if a Benchmark Transition Event, and the related Benchmark Replacement Date have occurred with respect to the Daily Simple SOFR or Term SOFR Rate, as applicable, or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.15(b).

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

(a) the Adjusted Daily Simple SOFR; or

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

If the Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

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

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement and/or any Term Benchmark Loan, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

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

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

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

For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

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

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

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

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

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

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

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

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

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

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

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

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

“Borrowing Request” means a request by the Borrower for a Borrowing in accordance with Section 2.03, which shall be substantially in the form of Exhibit B or any other form approved by the Administrative Agent.

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

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

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

“Canadian Dollars” means the lawful currency of Canada.

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

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

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

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

“Change in Law” means the occurrence after the date of this Agreement of (a) the adoption of or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) compliance by any Lender or Issuing Bank (or, for purposes of Section 2.16(b), by any lending office of such Lender or by such Lender’s or Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith or in the implementation thereof and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall, in each case, be deemed to be a “Change in Law,” regardless of the date enacted, adopted, issued or implemented.

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

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

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

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

“Collateral Account” has the meaning assigned to it in Section 2.06(j)(i).

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

“Collateral Vessel” means, as of the Effective Date, each Effective Date Collateral Vessel, and thereafter, each Vessel owned by any Loan Party that becomes a Collateral Vessel in accordance with Section 5.12, in any such case, other than any such Vessel that ceases to be owned by a Loan Party as the result of (a) any Asset Sale permitted hereby or otherwise consented to by the Administrative Agent (acting at the instructions of the Required Lenders) or (b) any other release of the Lien on such Vessel in accordance with Section 9.20.

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

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

“Commitment” means, with respect to each Lender, the amount set forth on Annex I opposite such Lender’s name, or in the Assignment and Assumption or other documentation or record (as such term is defined in Section 9-102(a)(70) of the New York Uniform Commercial Code) as provided in Section 9.04(b)(ii)(C), pursuant to which such Lender shall have assumed its Commitment, as applicable, and giving effect to (a) any reduction in such amount from time to time pursuant to Section 2.09 and (b) any reduction or increase in such amount from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04 or otherwise in accordance with the terms of this Agreement; provided, that at no time shall the Revolving Credit Exposure of any Lender exceed its Commitment. On the Effective Date, the initial aggregate amount of the Lenders’ Commitments is $350,000,000.

“Commitment Fee Rate” means, for any day, (a) on or after the Effective Date but prior to the date that the first compliance certificate is delivered to the Administrative Agent pursuant to Section 5.01(c), 0.375% per annum and (b) on or after the date that the first compliance certificate is delivered to the Administrative Agent pursuant to Section 5.01(c), the Commitment Fee Rate set forth in the grid below based on the Consolidated Total Leverage Ratio as set forth in the most recent compliance certificate delivered to the Administrative Agent pursuant to Section 5.01(c):

Consolidated Total Leverage Ratio	Commitment Fee Rate
≤ 1.50:1.00	0.375%
> 1.50:1.00 but < 2.50:1.00	0.375%
≥ 2.50:1.00	0.50%

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

“Commitment Reduction Threshold” has the meaning assigned to it in Section 2.09(d).

“Communications” has the meaning assigned to it in Section 8.03(c).

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

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

(a) Consolidated Net Income for such period; plus

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

(i) Consolidated Total Interest Expense,

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

(iii) depreciation and amortization,

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

(v) Consolidated EBITDAR attributable to Vessels (or entities owning such Vessels) that have been acquired by any Loan Party during such period, calculated on a pro forma basis as if such acquisition occurred on the first day of the relevant Test Period,

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

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

(viii) rental expense payable under any leases (whether capital leases, financing leases, Synthetic Leases or operating leases) during such Test Period; minus

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

(ii) Consolidated EBITDAR attributable to Vessels (or entities owning such Vessels) that have ceased to be owned by any Loan Party during such period as the result of a Disposition, calculated on a pro forma basis as if such Disposition occurred on the first day of the relevant Test Period.

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

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

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

(b) the net income of any Unrestricted Subsidiary except to the extent of the amount of such net income actually paid in cash during such period by such Unrestricted Subsidiary (i) as dividends or distributions or charter payments or other returns on investment to the Borrower or to any of its Restricted Subsidiaries (or to the extent non-cash dividends or distributions are received and converted into cash by the Borrower or any of its Restricted Subsidiaries during such period), as the case may be, or (ii) as a repayment of loans or advances made to such Unrestricted Subsidiary by the Borrower or any of its Restricted Subsidiaries, as the case may be;

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

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

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

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

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

“Consolidated Total Debt” means, without duplication, all Indebtedness of the Borrower and its Restricted Subsidiaries on a consolidated basis described under clauses (a), (b), (c), (d), (e), (g) and (h) (other than, in the case of clause (h), at any time prior to the Experience Standby Charter Guarantee Call Date, the Experience Standby Charter Guarantee) of the definition of “Indebtedness”; provided that Indebtedness under clause (c) thereof shall only be included to the extent of unreimbursed drawings under letters of credit or unreimbursed indemnity obligations under bonds.

“Consolidated Total Interest Expense” means, with respect to the Borrower and its Restricted Subsidiaries, for any period, an amount, without duplication, equal to the sum of (a) cash and non-cash interest expense of the Borrower and its Restricted Subsidiaries for such period, calculated on a consolidated basis in accordance with GAAP, including commitment fees, letter of credit fees and similar fees, and (b) imputed interest expense of Sale-Leaseback Transactions, other financing leases and Synthetic Leases, in each case, of the Borrower and its Restricted Subsidiaries for such period, calculated on a consolidated basis, in each case, after giving effect to any net payments, if any, made or received by the Borrower and its Restricted Subsidiaries with respect to interest rate Swap Agreements; provided that Consolidated Total Interest Expense for each of the first three (3) fiscal quarters following the Effective Date shall not include any cash interest expense during such periods that is attributable to the Excelsior Lease or the Excellence Lease.

“Consolidated Total Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Total Debt as of such date to (b) Consolidated EBITDAR for the most recently ended Test Period.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

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

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

“Covered Entity” means any of the following:

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

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

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

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

“Cure Amount” has the meaning assigned to it in Section 6.10(c).

“Cure Expiration Date” has the meaning assigned to it in Section 6.10(c).

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

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

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

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

“Designated Reinvestment Period” means, in respect of any Asset Sale or Event of Loss, the date which is 180 days following receipt of any Net Cash Proceeds in respect of such Asset Sale or Event of Loss, as applicable, which period will be extended to 270 days if a binding commitment to reinvest (or to replace or repair, in the case of an Event of Loss) such Net Cash Proceeds in accordance with the terms of this Agreement has been executed prior to the expiration of the initial 180 day period and a copy of such commitment has been provided to the Administrative Agent.

“Disclosed Matters” means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06.

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

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

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

“Disqualified Institution” means (a) any Persons, including any competitor of Parent, the Borrower or any of its Subsidiaries, identified on a list delivered to the Administrative Agent by the Borrower prior to the Effective Date (by way of notice delivered to JPMDQ_Contact@jpmorgan.com) and (b) any Affiliate of any such Person that is clearly identifiable as such solely on the basis of the similarity of its name (or that is identified as such by written notice delivered by the Borrower to the Administrative Agent from time to time at the contact information set forth above), but excluding any such Affiliate that is a debt fund or investment vehicle (in each case, other than a Person that is excluded pursuant to clause (a)) that is primarily engaged in the making, purchasing, holding or otherwise investing in commercial loans, bonds and other similar extensions of credit in the ordinary course; provided that “Disqualified Institutions” shall exclude any Person that the Borrower has designated as no longer being a “Disqualified Institution” by written notice delivered to the Administrative Agent from time to time at the contact information set forth above.

“Disregarded Entity” means any entity treated as disregarded as an entity separate from its owner under Treasury Regulations Section 301.7701-3.

“Dollar Equivalent” means, on any date of determination (a) with respect to any amount in Dollars, such amount, and (b) with respect to any amount in any currency other than Dollars, the equivalent in Dollars of such amount, determined by the Administrative Agent using the applicable Exchange Rate with respect to such currency at the time in effect pursuant to Section 9.22 or as otherwise expressly provided herein.

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

“DQ List” has the meaning assigned to it in Section 9.04(e)(iv).

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

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

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

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

“Effective Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02).

“Effective Date Collateral Vessels” means (a) the Exemplar and (b) the Express.

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

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

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

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

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

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

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

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

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

“Event of Default” has the meaning assigned to such term in Section 7.01.

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

“Excellence FRSU Accession Deed” means that certain Accession Deed, dated April 18, 2022, from the Administrative Agent to the Government of the People’s Republic of Bangladesh, Bangladesh Oil, Gas & Mineral Corporation, Maya Maritime N.V., the Borrower, Standard Chartered Bank and Excelerate Energy Bangladesh Ltd.

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

“Excelsior Consent” means a quiet enjoyment agreement or other similar agreement, in form and substance reasonably satisfactory to the Administrative Agent, entered into among, inter alios, the Excelsior Customer, the Collateral Vessel Owner with respect to the Excelsior, and the Administrative Agent, for itself and on behalf of the Secured Parties.

“Excelsior Customer” means Israel Electric Corporation Limited, a company organized and existing under the laws of Israel, with a principal place of business at 1 Netiv Na’or Street, 31000, Haifa, Israel.

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

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

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

“Exchange Rate” means at any time, with respect to any Specified Currency, the rate at which such currency may be exchanged into Dollars, as set forth at approximately 11:00 a.m. (New York City time) on such day on the applicable page of the Bloomberg reporting service then being used by the Administrative Agent reporting the exchange rates for such currency. In the event such exchange rate does not appear on the applicable page of such service, the Exchange Rate shall, with respect to each Letter of Credit issued in such Specified Currency, be determined by reference to such other publicly available services for displaying currency exchange rates as may be agreed upon by the Issuing Bank thereof and the Borrower, or, in the absence of such agreement after such Issuing Bank and the Borrower having made good faith efforts to reach such agreement, such Exchange Rate shall instead be determined by such Issuing Bank based on current market spot rates in accordance with the provisions of Section 9.21; provided that, if at the time of any such determination, for any reason, no such spot rate is being quoted, such Issuing Bank, after consultation with the Borrower, may use any reasonable method customarily used by such Person for such or similar purposes, and such determination shall be prima facie evidence thereof.

“Excluded Account” means (a) deposit accounts, securities accounts and other bank accounts specially and exclusively used in the ordinary course of business for payroll, payroll taxes and other employee wage and benefit payments (or the equivalent thereof in non-U.S. jurisdictions) to or for the benefit of any employees of the Borrower or any Restricted Subsidiary, (b) deposit accounts, securities accounts and other bank accounts constituting pension fund accounts, 401(k) accounts and trust accounts (or the equivalent thereof in non-U.S. jurisdictions), (c) deposit accounts, securities accounts and other bank accounts (i) exclusively used for withholding tax and other tax accounts (including sales tax accounts) or (ii) that are fiduciary accounts, escrow accounts, or trust accounts (or the equivalent thereof in any non-U.S. jurisdiction), or other accounts which solely contain deposits made for the benefit of, or otherwise holds funds on behalf of, another Person (other than the Borrower or any Restricted Subsidiary), (d) deposit accounts and other bank accounts that are zero balance accounts, (e) petty cash and similar local accounts and (f) any other deposit accounts, securities accounts, commodity accounts and other bank accounts of the Loan Parties having an average monthly account balance, in the aggregate for such all accounts of the Loan Parties referred to in this clause (f), not exceeding $2,000,000.

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

“Excluded Subsidiary” means (a) each Unrestricted Subsidiary and each Subsidiary of an Unrestricted Subsidiary, (b) each Restricted Subsidiary that is an Immaterial Subsidiary, (c) each Restricted Subsidiary that is not a Wholly-Owned Subsidiary, (d) each Restricted Subsidiary that is (i) owned directly or indirectly by a CFC, (ii) is a CFC, or (iii) is a Foreign Holding Company, and (e) each other Restricted Subsidiary of the Borrower, in each case, to the extent and only for so long as (i) the Guarantee of the Obligations by such Subsidiary would be prohibited by applicable law or regulation or, to the extent existing on the Effective Date (or applicable acquisition date of such Subsidiary), contractual provisions (other than customary non-assignment provisions that are ineffective under the UCC or other applicable law or any term, covenant, condition or provision that could be waived by the Borrower or its Affiliates and only to the extent such contractual obligation was not entered into in contemplation of such Subsidiary becoming a Subsidiary or a Restricted Subsidiary), (ii) to the extent such Guarantee would result in material adverse tax consequences to the Borrower, as reasonably determined in good faith by the Borrower or (iii) the Administrative Agent and the Borrower reasonably agree that the benefits to the Lenders of obtaining a Guarantee by such Subsidiary would be outweighed by the costs in respect of the same; provided that if any Guarantor would become an Excluded Subsidiary of the type described in clause (c) above as the result of a transaction or designation permitted under the Loan Documents, such Person shall only constitute an Excluded Subsidiary of the type described in such clause (c) if (x) the Borrower and its Affiliates no longer own any Equity Interests in such Person or (y) such transaction is entered into for a bona fide purpose (and not for the purpose of releasing such Person from its Guarantee under the Loan Documents) with one or more third parties that are not Affiliates of the Borrower and, as a result of such transaction, such third parties collectively hold 50% or more of the Equity Interests in such Person; provided, further, that no Discretionary Guarantor shall constitute an Excluded Subsidiary at any time that such Discretionary Guarantor is a party to the Guaranty and Collateral Agreement and shall have otherwise complied with the requirements of Section 5.12.

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

“Excluded Vessels” means (a) the Summit, (b) each of the Borrower’s and its Restricted Subsidiaries’ other Vessels that (i) is not material to the business and operations of the Borrower and its Restricted Subsidiaries, taken as a whole, as determined in good faith by the Borrower in consultation with the Administrative Agent and (ii) has a fair market value (as determined by an Approved Appraiser) of less than $25,000,000 and (c) each Vessel that is owned by an Unrestricted Subsidiary.

“Existing Letters of Credit” means each letter of credit issued prior to the Effective Date by JPMorgan Chase Bank, N.A., as issuing bank, and listed on Schedule 2.06.

“Existing Revolving Note” means that certain First Amended and Restated Replacement Unsecured Revolving Promissory Note dated September 29, 2021, by and between Excelerate Energy Limited Partnership, as borrower, and Kaiser-Francis Management Company, L.L.C., as lender, in the aggregate principal amount of Two Hundred Fifty Million and no/100 Dollars ($250,000,000.00), as amended by that certain First Amendment to First Amended and Restated Replacement Unsecured Revolving Promissory Note dated October 1, 2021.

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

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

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

“Federal Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions, as determined in such manner as shall be set forth on the NYFRB’s Website from time to time, and published on the next succeeding Business Day by the NYFRB as the effective federal funds rate; provided that if the Federal Funds Effective Rate as so determined would be less than 0.0%, such rate shall be deemed to be 0.0% for the purposes of this Agreement.

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

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

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

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

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

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

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

“General Partner” means a to be formed special purpose vehicle that is a wholly-owned Subsidiary of Parent which is to be admitted as the general partner of the Borrower.

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

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

“Guarantor” means each Restricted Subsidiary of the Borrower that is party to the Guaranty and Collateral Agreement on the Effective Date or that becomes party to the Guaranty and Collateral Agreement after the Effective Date pursuant to Section 5.12, in each case unless and until such Person is released from its obligations under the Guaranty and Collateral Agreement pursuant to Section 9.20.

“Guaranty and Collateral Agreement” means that certain Guaranty and Collateral agreement, dated as of the Effective Date, among each Loan Party party thereto from time to time and the Administrative Agent.

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

“Historical Audited Financials” has the meaning assigned to it in Section 3.04(a)(ii).

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

“Indebtedness” means for any Person, the following obligations of such person, without duplication: (a) all obligations of such Person for borrowed money; (b) all obligations of such Person representing the deferred purchase price of property or services other than accounts payable and accrued liabilities arising in the ordinary course of business and any earn-out, purchase price adjustment or similar obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP; (c) all obligations of such Person evidenced by bonds, notes, bankers acceptances, debentures or other similar instruments of such Person, or obligations of such Person arising, whether absolute or contingent, out of letters of credit issued for such Person’s account; (d) all obligations of other Persons, whether or not assumed, secured by Liens upon property or payable out of the proceeds or revenues from property now or hereafter owned or acquired by such Person, but only to the extent of such property’s fair market value (excluding all obligations solely resulting from a pledge of the Equity Interests in an Unrestricted Subsidiary or Venture owned by the Borrower or a Restricted Subsidiary securing Non-Recourse Debt of such Unrestricted Subsidiary or Venture); (e) all Capital Lease Obligations of such Person and any monetary obligations of such Person under any Synthetic Leases or other operating leases; (f) net obligations under Swap Agreements that have been cancelled or otherwise terminated before their scheduled expiration or are otherwise due and payable; (g) all Disqualified Capital Stock of such Person; and (h) all obligations of such Person pursuant to a Guarantee of any of the foregoing obligations of another Person. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

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

“Indemnitee” has the meaning assigned to it in Section 9.03(c).

“Ineligible Institution” has the meaning assigned to it in Section 9.04(b).

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

“Interest Election Request” means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.08, which shall be substantially in the form of Exhibit C or any other form approved by the Administrative Agent.

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

“Interest Period” means with respect to any Term Benchmark Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, three or six months thereafter (in each case, subject to the availability for the Benchmark applicable to the relevant Loan or Commitment), as the Borrower may elect; provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period and (iii) no tenor that has been removed from this definition pursuant to Section 2.15(e) shall be available for specification in such Borrowing Request or Interest Election Request. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case of a Borrowing, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Investment” means, for any Person: (a) the acquisition (whether for cash, property, services or securities or otherwise) of Equity Interests of any other Person or any agreement to make any such acquisition (including any “short sale” or any sale of securities at a time when such securities are not owned by the Person entering into such short sale); (b) the making of any deposit with, or advance, loan or capital contribution to, assumption of Indebtedness of, purchase or other acquisition of any other Indebtedness of or equity participation or interest in, or other extension of credit to, any other Person (including the purchase of property from another Person subject to an understanding or agreement, contingent or otherwise, to resell such property to such Person); (c) the purchase or acquisition (in one or a series of transactions) of property of another Person that constitutes a business unit both before and after such purchase or acquisition or (d) the entering into of (i) any Guarantee of, or other contingent payment or credit support obligation (including the deposit of any Equity Interests to be sold) with respect to, Indebtedness of any other Person or (ii) any other contingent obligation with respect to Indebtedness of any other Person that directly or indirectly has the economic effect of guaranteeing or providing any payment or credit support with respect such Indebtedness or otherwise is for the purpose of assuring the owner of such Indebtedness of the payment thereof. For purposes of covenant compliance, the amount of any Investment by any Person outstanding at any time shall be the amount actually invested (measured at the time invested), net of any returns or distributions of capital or repayment of principal actually received in cash by such Person with respect thereto from time to time. For the avoidance of doubt, the issuance of a Letter of Credit pursuant to Section 2.06(k) shall constitute an Investment in the applicable Unrestricted Subsidiary or Venture in an amount equal to the stated amount of such Letter of Credit.

“IPO” means an underwritten initial public offering of the common Equity Interests of Parent.

“IPO Proceeds” has the meaning assigned to it in Section 4.01(l).

“IRS” means the United States Internal Revenue Service.

“Issuing Bank” means JPMorgan Chase Bank, N.A., Barclays Bank PLC, Morgan Stanley Bank, N.A., Wells Fargo Bank, National Association, BOKF, NA dba Bank of Oklahoma and any other Lender that agrees to act as an Issuing Bank (in each case, through itself or through one of its designated affiliates or branch offices), each in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.06(i). Any Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. Each reference herein to the “Issuing Bank” in connection with a Letter of Credit or other matter shall be deemed to be a reference to the relevant Issuing Bank with respect thereto.

“Japanese Yen” means the lawful currency of Japan.

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

“Kaiser Affiliate Indebtedness” means unsecured Indebtedness of the Borrower or any of its Restricted Subsidiaries constituting obligations of the Borrower or such Restricted Subsidiary arising out of letters of credit issued by George B. Kaiser or an Affiliate of George B. Kaiser for the account of the Borrower or such Restricted Subsidiary solely for the purpose of providing credit support in connection with the purchase of cargo by the Borrower or such Restricted Subsidiary in the ordinary course of business.

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

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

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

“Lender Presentation” means the Lender Presentation dated December 10, 2021 relating to the Borrower and the Transactions.

“Lender-Related Person” has the meaning assigned to it in Section 9.03(b).

“Lenders” means the Persons listed on Annex I and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption or otherwise, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption or otherwise. Unless the context otherwise requires, the term “Lenders” includes the Issuing Banks.

“Letter of Credit” means any (a) stand-by letter of credit issued pursuant to this Agreement and (b) each Existing Letter of Credit.

“Letter of Credit Agreement” has the meaning assigned to it in Section 2.06(b).

“Letter of Credit Commitment” means, with respect to each Issuing Bank, the commitment of such Issuing Bank to issue Letters of Credit hereunder. The initial amount of each Issuing Bank’s Letter of Credit Commitment is set forth on Annex II, or if an Issuing Bank has entered into an Assignment and Assumption or has otherwise assumed a Letter of Credit Commitment after the Effective Date, the amount set forth for such Issuing Bank as its Letter of Credit Commitment in the Register maintained by the Administrative Agent. The Letter of Credit Commitment of an Issuing Bank may be modified from time to time by agreement between such Issuing Bank and the Borrower, and notified to the Administrative Agent.

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

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

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

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

“Loan Parties” means the Borrower and each Guarantor.

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

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

“LTM EBITDAR” means, as of any date of determination, Consolidated EBITDAR for the most recently ended Test Period.

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

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

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

“Maturity Date” means April 18, 2025; provided, however, in each case, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Parent Pledge Agreement” means that certain Pledge Agreement, dated as of the date hereof, between Parent and, if applicable, the General Partner, as pledgors, and the Administrative Agent.

“Participant” has the meaning assigned to such term in Section 9.04(c).

“Participant Register” has the meaning assigned to such term in Section 9.04(c).

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

“Payment” has the meaning assigned to it in Section 8.06(c)(i).

“Payment Notice” has the meaning assigned to it in Section 8.06(c)(ii).

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

“Permitted Encumbrances” means:

(a) Liens imposed by law for Taxes that are not yet overdue by more than sixty (60) days or are being contested in compliance with Section 5.04;

(a) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law or pursuant to customary clauses in contracts with carriers, warehousemen, mechanics, materialmens, repairmens and the like, arising in the ordinary course of business and securing obligations that are not overdue by more than sixty (60) days or are being contested in compliance with Section 5.04;

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

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

(d) judgment liens in respect of judgments that do not constitute an Event of Default under Section 7.01(k);

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

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

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

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

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

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

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

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

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

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

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

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

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

(d) Liens for damages arising from maritime torts which are unclaimed, or are covered by insurance and any deductible applicable thereto, or in respect of which a bond or other security has been posted on behalf of the relevant Loan Party with the appropriate court or other tribunal to prevent the arrest or secure the release of such Vessel from arrest, unless any such Lien is being contested in good faith and by appropriate proceedings or other acts by the relevant Loan Party, and such Loan Party shall have set aside on its books adequate reserves with respect to such Lien and so long as such deferment in payment shall not subject such Vessel to sale, forfeiture, or loss;

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

(f) Liens for charters or subcharters or leases or subleases, including any charter, subcharter, lease or sublease described in Schedule 6.02, in each case, permitted under this Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Register” has the meaning assigned to such term in Section 9.04(b)(iv).

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

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

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

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

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

“Relevant Entities” has the meaning assigned to it in Section 5.01.

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

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

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

“Required Insurance” has the meaning assigned to it in Section 5.06(a).

“Required Lenders” means, subject to Section 2.21, (a) at any time prior to the earlier of the Loans becoming due and payable pursuant to Section 7.02 or the Commitments terminating or expiring, Lenders having Revolving Credit Exposures and Unfunded Commitments representing more than 50% of the sum of the Total Revolving Credit Exposure and Unfunded Commitments at such time (in each case determined on the basis of the Dollar Equivalent of any amounts denominated in any currencies other than U.S. Dollars), and (b) for all purposes after the Loans become due and payable pursuant to Section 7.02 or the Commitments expire or terminate, Lenders having Revolving Credit Exposures representing more than 50% of the Total Revolving Credit Exposure at such time (in each case determined on the basis of the Dollar Equivalent of any amounts denominated in any currencies other than U.S. Dollars).

“Reset Date” has the meaning assigned to such term in Section 9.22(a).

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

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

“Restricted Payment” means, with respect to any Person, any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in such Person, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests or any option, warrant or other right to acquire any such Equity Interests.

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

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

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

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

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

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

“Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or target of any Sanctions (at the time of this Agreement, Crimea, Cuba, Iran, North Korea and Syria).

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

“Sanctions” means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority.

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

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

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

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

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

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

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

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

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

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

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

“Specified Cash Management Obligations” means any and all obligations of any Loan Party, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under any and all Specified Cash Management Agreements.

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

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

“Specified Equity Contribution” has the meaning assigned to it in Section 6.10(c).

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

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

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

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

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

“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or any of its Restricted Subsidiaries shall be a Swap Agreement.

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

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

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

“Tax Receivable Agreement” means that certain Tax Receivable Agreement dated as of April 18, 2022, entered into by Parent, the Borrower, EE Holdings, the George Kaiser Family Foundation (or their Affiliates), and the other parties thereto.

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

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

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

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

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

“Test Period” means, as of the last day of any fiscal quarter, the most recently ended period of four (4) consecutive fiscal quarters ending on such date; provided that with respect to any pro forma calculation of the Consolidated Total Leverage Ratio or Consolidated Interest Coverage Ratio pursuant to Section 6.04, Section 6.05, Section 6.07, or any other provision of this Agreement, “Test Period” means, as of any date of determination, the most recently ended period of four (4) consecutive fiscal quarters for which financial statements have been delivered to the Administrative Agent pursuant to Section 5.01(a) or (b), as applicable.

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

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

“Trade Date” has the meaning assigned to it in Section 9.04(e)(i).

“Transactions” means the execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents and the payment of all fees, costs and expenses in connection therewith, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

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

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

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

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

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

“Unfunded Commitment” means, with respect to each Lender, the Commitment of such Lender less its Revolving Credit Exposure.

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

“U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“U.S. Person” means a “United States person” within the meaning of Section 7701(a)(30) of the Code.

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

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

“Venture” has the meaning assigned to it in Section 6.05(d).

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

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

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

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

Section 1.02 Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Type (e.g., a “Term Benchmark Loan”). Borrowings also may be classified and referred to by Type (e.g., a “Term Benchmark Borrowing”).

Section 1.03 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law, rule or regulation herein shall, unless otherwise specified, refer to such law, rule or regulation as amended, modified or supplemented from time to time and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

Section 1.04 Accounting Terms; GAAP; Sequoia Lease.

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

(b) At any time after the Effective Date, the Borrower may elect to cause the operating lease in respect of the Sequoia to be treated as a capital lease on a going-forward basis for purposes of determining compliance with the financial covenants under Section 6.10, so long as after giving pro forma effect to such reclassification, the Borrower is in pro forma compliance with the financial covenants under Section 6.10.

Section 1.05 Interest Rates; Benchmark Notification. The interest rate on a Loan denominated in dollars may be derived from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event, Section 2.15(b) provides a mechanism for determining an alternative rate of interest. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission, performance or any other matter related to any interest rate used in this Agreement, or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the existing interest rate being replaced or have the same volume or liquidity as did any existing interest rate prior to its discontinuance or unavailability. The Administrative Agent and its affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate used in this Agreement or any alternative, successor or alternative rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Section 1.06 Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter of Credit available to be drawn at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Letter of Credit Agreement related thereto, provides for one or more automatic increases in the available amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is available to be drawn at such time.

Section 1.07 Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized and acquired on the first date of its existence by the holders of its Equity Interests at such time.

ARTICLE II
THE CREDITS

Section 2.01 Commitments. Subject to the terms and conditions set forth herein, each Lender severally agrees to make Loans in Dollars to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result (after giving effect to any application of proceeds of such Borrowing pursuant to Section 2.11) in such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Loans.

Section 2.02 Loans and Borrowings.

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

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

(c) At the commencement of each Interest Period for any Term Benchmark Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $500,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $500,000; provided that an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Borrowings of more than one Type may be outstanding at the same time; provided that there shall not at any time be more than a total of eight (8) Term Benchmark Borrowings outstanding.

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

Section 2.03 Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by submitting a Borrowing Request (a) in the case of a Term Benchmark Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of the proposed Borrowing; provided that any such notice of an ABR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such Borrowing Request shall be irrevocable and shall be signed by a Responsible Officer of the Borrower. Each such Borrowing Request shall specify the following information in compliance with Section 2.02:

(i) the aggregate amount of the requested Borrowing;

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

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

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

(v) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07.

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

Section 2.04 [Reserved].

Section 2.05 [Reserved].

Section 2.06 Letters of Credit.

(a) General. Subject to the terms and conditions set forth herein, the Borrower may request any Issuing Bank to issue Letters of Credit (the stated amount of which may be denominated in Dollars or in any Specified Currency) as the applicant thereof for the support of its or its Restricted Subsidiaries’ and, subject to Section 2.06(k), Unrestricted Subsidiaries’ and Ventures’, obligations, in a form reasonably acceptable to such Issuing Bank, at any time and from time to time during the Availability Period.

(b) Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the respective Issuing Bank) to an Issuing Bank selected by it and to the Administrative Agent (reasonably in advance of the requested date of issuance, amendment or extension, but in any event no less than three (3) Business Days) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended or extended, and specifying the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with Section 2.06(c) below), the currency denomination and stated amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend or extend such Letter of Credit. In addition, as a condition to any such Letter of Credit issuance, the Borrower shall have (x) entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application, in each case, as required by the respective Issuing Bank and using such Issuing Bank’s standard form (each, a “Letter of Credit Agreement”) and (y) delivered to the applicable Issuing Bank all information and documentation reasonably requested by such Issuing Bank for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Agreement, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) (x) the Dollar Equivalent of the aggregate undrawn amount of all outstanding Letters of Credit issued by any Issuing Bank at such time plus (y) the Dollar Equivalent of the aggregate amount of all LC Disbursements made by such Issuing Bank that have not yet been reimbursed by or on behalf of the Borrower at such time shall not exceed its Letter of Credit Commitment, (ii) the LC Exposure shall not exceed the total Letter of Credit Commitments, (iii) the LC Exposure shall not exceed the aggregate Commitments and (iv) no Lender’s Revolving Credit Exposure shall exceed its Commitment. The Borrower may, at any time and from time to time, reduce the Letter of Credit Commitment of any Issuing Bank with the consent of such Issuing Bank; provided that the Borrower shall not reduce the Letter of Credit Commitment of any Issuing Bank if, after giving effect of such reduction, the conditions set forth in the foregoing clauses (i) through (iii) above shall not be satisfied.

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

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

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

(c) Expiration Date. Each Letter of Credit shall expire (or be subject to termination by notice from the applicable Issuing Bank to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date one (1) year after the date of the issuance of such Letter of Credit (or, in the case of any extension of the expiration date thereof, one (1) year after such extension) and (ii) the date that is five (5) Business Days prior to the Maturity Date; provided, that if the Borrower so requests, the relevant Issuing Bank shall agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided that (A) any such Auto-Renewal Letter of Credit must permit such Issuing Bank to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued (and such Issuing Bank shall give such notice of non-renewal to the beneficiary if so directed by the Borrower) and (B) such Issuing Bank will not permit the renewal of any Letter of Credit that would result in the expiration date of such Letter of Credit being later than the date that is five (5) Business Days prior to Maturity Date. Unless otherwise notified in writing to the Borrower by the applicable Issuing Bank, the Borrower shall not be required to make a specific request to such Issuing Bank for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than the earlier of (x) one (1) year from the date of such renewal and (y) the date that is five (5) Business Days prior to the Maturity Date; provided that the Issuing Bank shall not permit any such renewal if (i) the Issuing Bank has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 2.06 or otherwise), or (ii) it has received notice from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 4.02 are not then satisfied

(d) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, such Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount (after converting, if necessary, such amount into Dollars using the applicable Exchange Rate in effect on such date) available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the respective Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement (after converting, if necessary, such amount into Dollars using the applicable Exchange Rate in effect on such date) made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in Section 2.06(e), or of any reimbursement payment required to be refunded to the Borrower for any reason, including after the Maturity Date. Each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments.

(e) Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on the Business Day immediately following the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 12:00 noon, New York City time, on the Business Day immediately following the day that the Borrower receives such notice; provided that if such LC Disbursement is not less than $500,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with an ABR Borrowing in an equivalent amount (after converting, if necessary, such amount into Dollars using the applicable Exchange Rate in effect on such date), to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Borrowing. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent in Dollars its Applicable Percentage of the payment (after converting, if necessary, such amount into Dollars using the applicable Exchange Rate in effect on such date) then due from the Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment (after converting, if necessary, such amount into Dollars using the applicable Exchange Rate in effect on such date) to the respective Issuing Bank in Dollars or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement (other than the funding of ABR Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

(f) Obligations Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided in Section 2.06(e) shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit, any Letter of Credit Agreement or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the respective Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor any Issuing Bank, nor any of their respective Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms, any error in translation or any consequence arising from causes beyond the control of the respective Issuing Bank; provided that the foregoing shall not be construed to excuse an Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by such Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of an Issuing Bank (as finally determined by a court of competent jurisdiction), such Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, an Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

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

(h) Interim Interest. If the Issuing Bank for any Letter of Credit shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the reimbursement is due and payable at the rate per annum then applicable to ABR Loans and such interest shall be due and payable on the date when such reimbursement is payable; provided that, if the Borrower fails to reimburse such LC Disbursement when due pursuant to Section 2.06(e), then Section 2.14(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account of such Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to Section 2.06(e) to reimburse such Issuing Bank for such LC Disbursement shall be for the account of such Lender to the extent of such payment.

(i) Replacement and Resignation of an Issuing Bank.

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

(ii) Subject to the appointment and acceptance of a successor Issuing Bank, any Issuing Bank may resign as an Issuing Bank at any time upon thirty (30) days’ prior written notice to the Administrative Agent, the Borrower and the Lenders, in which case, such resigning Issuing Bank shall be replaced in accordance with Section 2.06(i)(i) above.

(j) Cash Collateralization.

(i) If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposure representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account or accounts with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders (the “Collateral Account”), an amount in cash equal to 105% of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in Section 7.01(h) or (i). Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. In addition, and without limiting the foregoing or Section 2.06(c), if any LC Exposure remains outstanding after the expiration date specified in said Section 2.06(c), the Borrower shall immediately deposit into the Collateral Account an amount in cash equal to 105% of such LC Exposure as of such date plus any accrued and unpaid interest thereon.

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

(k) Letters of Credit Issued for Account of Subsidiaries and Ventures. If after giving pro forma effect to the issuance of any Letter of Credit (assuming for purposes of this Section 2.06(k) that the issuance of such Letter of Credit constitutes an Investment in the applicable Unrestricted Subsidiary or Venture in an amount equal to the stated amount of such Letter of Credit), such Investment would be permitted under Section 6.04, Letters of Credit may be issued for the account of Unrestricted Subsidiaries and Ventures hereunder in respect of obligations (other than Indebtedness) of such Unrestricted Subsidiary or Venture arising in the ordinary course of business. Notwithstanding that a Letter of Credit issued or outstanding hereunder supports any obligations of, or is for the account of, a Restricted Subsidiary or an Unrestricted Subsidiary or Venture, or states that a Restricted Subsidiary or an Unrestricted Subsidiary or Venture is the “account party,” “applicant,” “customer,” “instructing party,” or the like of or for such Letter of Credit, and without derogating from any rights of the applicable Issuing Bank (whether arising by contract, at law, in equity or otherwise) against such Restricted Subsidiary or Unrestricted Subsidiary or Venture in respect of such Letter of Credit, the Borrower (i) shall reimburse, indemnify and compensate the applicable Issuing Bank hereunder for such Letter of Credit (including to reimburse any and all drawings thereunder) as if such Letter of Credit had been issued solely for the account of the Borrower and (ii) irrevocably waives any and all defenses that might otherwise be available to it as a guarantor or surety of any or all of the obligations of such Restricted Subsidiary or Unrestricted Subsidiary or Venture in respect of such Letter of Credit. The Borrower hereby acknowledges that the issuance of such Letters of Credit for its Ventures, Restricted Subsidiaries and Unrestricted Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Ventures, Restricted Subsidiaries and Unrestricted Subsidiaries.

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

Section 2.07 Funding of Borrowings.

(a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof solely by wire transfer of immediately available funds, by 12:00 noon, New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. Except in respect of the provisions of this Agreement covering the reimbursement of Letters of Credit, the Administrative Agent will make such Loans available to the Borrower by promptly crediting the funds so received in the aforesaid account of the Administrative Agent to an account of the Borrower maintained with the Administrative Agent in New York City and designated by the Borrower in the applicable Borrowing Request; provided that ABR Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e) shall be remitted by the Administrative Agent to the Issuing Bank.

(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.07(a) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

Section 2.08 Interest Elections.

(a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Term Benchmark Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Term Benchmark Borrowing, may elect Interest Periods therefor, all as provided in this Section 2.08. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.

(b) To make an election pursuant to this Section 2.08, the Borrower shall notify the Administrative Agent of such election by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such Interest Election Request shall be irrevocable and shall be signed by a Responsible Officer of the Borrower.

(c) Each Interest Election Request shall be substantially in the form of Exhibit C and shall specify the following information in compliance with Section 2.02:

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

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

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

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

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

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

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

Section 2.09 Termination and Reduction of Commitments.

(a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.

(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $5,000,000 and not less than $10,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.12, any Lender’s Revolving Credit Exposure would exceed its Commitment.

(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under Section 2.09(b) at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.09(c) shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments pursuant to this Section 2.09(c) shall be permanent and may not be reinstated. Each reduction of the Commitments pursuant to this Section 2.09(c) shall be made ratably among the Lenders in accordance with their respective Applicable Percentages.

(d) In connection with any mandatory prepayment pursuant to Section 2.12(c) that, when taken together with all other mandatory prepayments pursuant to Section 2.12(c) during the term of this Agreement, exceeds $5,000,000 (the “Commitment Reduction Threshold”), the Commitments then in effect shall be reduced by an amount equal to the amount of such prepayment (taken together with all other mandatory prepayments pursuant to Section 2.12(c) during the term of this Agreement) in excess of the Commitment Reduction Threshold (or, if less, by the total amount of Commitments then in effect). Any reduction of Commitments pursuant to this Section 2.09(d) shall be permanent and may not be reinstated. Each reduction of the Commitments pursuant to this Section 2.09(d) shall be allocated ratably among the Lenders in proportion to their respective Applicable Percentages. The Administrative Agent shall give prompt notice to each Lender of any such reduction of the Commitments.

Section 2.10 Repayment of Loans; Evidence of Indebtedness.

(a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Loan on the Maturity Date.

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

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

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

(e) Any Lender may request that Loans made by it be evidenced by a promissory note substantially in the form of Exhibit D or such other form approved by the Administrative Agent (each, a “Note”). In such event, the Borrower shall prepare, execute and deliver to such Lender a Note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns). Thereafter, the Loans evidenced by such Note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more Notes in such form.

Section 2.11 Optional Prepayments.

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

(b) The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy or electronic mail) of any prepayment hereunder (i) in the case of prepayment of a Term Benchmark Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing pursuant to this Section 2.11 shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments pursuant to this Section 2.11 shall be accompanied by accrued interest to the extent required by Section 2.14 and any break funding payments required by Section 2.17.

Section 2.12 Mandatory Prepayments.

(a) If, after giving effect to any termination or reduction of the Commitments, the Total Revolving Credit Exposure exceeds the Commitments then in effect, then the Borrower shall (i) prepay Loans on the date of such termination or reduction in an aggregate principal amount sufficient to eliminate such excess and (ii) if any such excess remains after prepaying all of the Borrowings as a result of any LC Exposure, pay to the Administrative Agent, on behalf of the Lenders, cash collateral, as provided in Section 2.06(j), in respect of LC Exposure existing at such time in an aggregate amount sufficient to eliminate such remaining excess.

(b) If, as of the last day of any calendar month (or if such day is not a Business Day, the immediately preceding Business Day) (each such date, an “Excess Cash Test Date”), (i) Loans are outstanding and (ii) Available Cash as of such Excess Cash Test Date exceeds $50,000,000 (any such excess, “Excess Cash”), then the Borrower shall notify the Administrative Agent thereof in accordance with Section 5.01(g) and the Borrower shall prepay, within five (5) Business Days after such Excess Cash Test Date, Loans in an aggregate principal amount equal to the lesser of (A) the Excess Cash as of such Excess Cash Test Date and (B) the aggregate principal amount of Loans then outstanding.

(c) Promptly (but in any event within three (3) Business Days) following the receipt by the Borrower or any Restricted Subsidiary of any Net Cash Proceeds from any Asset Sale or any Event of Loss, in each case, in excess of (i) $5,000,000 for any single Asset Sale or Event of Loss and (ii) $7,500,000 in the aggregate for all such Asset Sales and Events of Loss during the term of this Agreement, the Borrower shall prepay Loans in an aggregate principal amount equal to 100% of such Net Cash Proceeds unless, within three (3) Business Days of receiving such Net Cash Proceeds, the Borrower notifies the Administrative Agent in writing of the intent of one or more Loan Parties or Restricted Subsidiaries to reinvest all or a portion of such Net Cash Proceeds in one or more Related Business Assets within the relevant Designated Reinvestment Period following receipt of such Net Cash Proceeds; provided that (x) no Event of Default shall have occurred and be continuing at the time of the application of such Net Cash Proceeds for such reinvestment, and (y) any such Net Cash Proceeds not actually reinvested within the relevant Designated Reinvestment Period in accordance with the foregoing shall be promptly applied by the Borrower to prepay the Loans in accordance with this Section 2.12(c) after the end of such Designated Reinvestment Period.

(d) Any mandatory prepayment of Loans pursuant hereto shall not be limited by the notice or minimum prepayment requirements set forth in Section 2.11. Except as otherwise provided by Section 2.09(d), any prepayment or cash collateralization pursuant to this Section 2.12 shall be made without any corresponding reduction to the Commitments. Each prepayment of a Borrowing pursuant to this Section 2.12 shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments pursuant to this Section 2.12 shall be accompanied by accrued interest to the extent required by Section 2.14 and any break funding payments required by Section 2.17.

Section 2.13 Fees.

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

(b) The Borrower agrees to pay (i) to the Administrative Agent, for the account of each Lender, a participation fee with respect to its participations in each outstanding Letter of Credit, which shall accrue on the daily maximum stated amount then available to be drawn under such Letter of Credit at the same Applicable Rate used to determine the interest rate applicable to Term Benchmark Loans, during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank for its own account a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, which shall accrue at the rate of 0.125% per annum on the daily maximum stated amount then available to be drawn under such Letter of Credit, during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure with respect to Letters of Credit issued by such Issuing Bank, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment or extension of any Letter of Credit and other processing fees, and other standard costs and charges, of such Issuing Bank relating the Letters of Credit as from time to time in effect. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the fifteenth (15^th) day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand (and if no such demand is made, payable in arrears on the fifteenth (15^th) day after the end of each calendar quarter). Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For any Letter of Credit issued with a stated amount in any Specified Currency, the fees shall be converted into Dollars using the applicable Exchange Rate in effect five (5) Business Days before any fee with respect thereto shall be due and payable hereunder.

(c) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent.

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

Section 2.14 Interest.

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

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

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

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

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

Section 2.15 Alternate Rate of Interest.

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

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

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

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until (x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Interest Election Request in accordance with the terms of Section 2.08 or a new Borrowing Request in accordance with the terms of Section 2.03, any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Term Benchmark Borrowing and any Borrowing Request that requests a Term Benchmark Borrowing shall instead be deemed to be an Interest Election Request or a Borrowing Request, as applicable, for (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not also the subject of Section 2.15(a)(i) or (ii) above or (y) an ABR Borrowing if the Adjusted Daily Simple SOFR also is the subject of Section 2.15(a)(i) or (ii) above; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then all other Types of Borrowings shall be permitted. Furthermore, if any Term Benchmark Loan or RFR Loan is outstanding on the date of the Borrower’s receipt of the notice from the Administrative Agent referred to in this Section 2.15(a) with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until (x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Interest Election Request in accordance with the terms of Section 2.08 or a new Borrowing Request in accordance with the terms of Section 2.03, any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute, (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not also the subject of Section 2.15(a)(i) or (ii) above or (y) an ABR Loan if the Adjusted Daily Simple SOFR also is the subject of Section 2.15(a)(i) or (ii) above, on such day.

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

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

(d) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.15, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.15.

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

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

Section 2.16 Increased Costs.

(a) If any Change in Law shall:

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

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

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

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

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

(c) A certificate of a Lender or Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or Issuing Bank or its holding company, as the case may be, as specified in Section 2.16(a) or (b) shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or Issuing Bank, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

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

Section 2.17 Break Funding Payments.

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

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

Section 2.18 Withholding of Taxes; Gross-Up.

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

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

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

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

(e) Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.04(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to setoff and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this Section 2.18(e).

(f) Status of Lenders.

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

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

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

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

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

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

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit E-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code, and that no payments payable to such Lender are effectively connected with the conduct of a U.S. trade or business (a “U.S. Tax Compliance Certificate”) and (y) an executed copy of IRS Form W-8BEN-E or IRS Form W-8BEN, as applicable; or

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

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

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

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

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

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

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

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

(a) The Borrower shall make each payment or prepayment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.16, 2.17 or 2.18, or otherwise) prior to 12:00 noon, New York City time, on the date when due or the date fixed for any prepayment hereunder, in immediately available funds, without setoff, recoupment or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 383 Madison Avenue, New York, New York, except payments to be made directly to Issuing Banks as expressly provided herein and except that payments pursuant to Sections 2.16, 2.17, 2.18 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. If the Borrower does not, or is unable for any reason to, effect payment of an obligation to reimburse an LC Disbursement owing to an Issuing Bank with respect to a Letter of Credit issued in a Specified Currency in such Specified Currency or if the Borrower shall default in the payment when due of any payment in a Specified Currency, such payment shall be made to the Lenders in the Dollar Equivalent of such currency determined in accordance with Section 9.22.

(b) At any time that payments are not required to be applied in the manner required by Section 7.03, if at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.

(c) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in LC Disbursements; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant. The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

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

Section 2.20 Mitigation Obligations; Replacement of Lenders.

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

(b) If (i) any Lender requests compensation under Section 2.16, (ii) the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.18, (iii) if any Lender becomes Defaulting Lender, or (iv) any Lender does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby which has been approved by the Required Lenders, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.16 or 2.18) and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (x) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Banks), which consent shall not unreasonably be withheld, (y) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (z) in the case of any such assignment resulting from a claim for compensation under Section 2.16 or payments required to be made pursuant to Section 2.18, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that (A) an assignment required pursuant to this Section 2.20(b) may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants), and (B) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to an be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender; provided that any such documents shall be without recourse to or warranty by the parties thereto.

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

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

(b) any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7.03 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank; third, to cash collateralize LC Exposure with respect to such Defaulting Lender in accordance with this Section 2.21; fourth, as the Borrower may request (so long as no Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize future LC Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with this Section 2.21; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Banks against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement or under any other Loan Document; seventh, so long as no Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement or under any other Loan Document; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or LC Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure are held by the Lenders pro rata in accordance with their respective Applicable Percentages without giving effect to clause (d) below. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.21 shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto;

(c) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided that this clause (c) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender affected thereby;

(d) if any LC Exposure exists at the time such Lender becomes a Defaulting Lender then:

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

(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Administrative Agent cash collateralize for the benefit of the Issuing Banks only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 7.02(c) for so long as such LC Exposure is outstanding;

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

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

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

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

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

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

ARTICLE III
REPRESENTATIONS AND WARRANTIES

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

Section 3.01 Organization; Powers. Each of Parent, the General Partner, the Borrower and its Restricted Subsidiaries is (a) duly organized or formed, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has all requisite power and authority to own the material property and material assets it uses in its business and to otherwise carry on its business as now conducted and (c) except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Section 3.02 Authorization; Enforceability. The Transactions are within Parent’s, the General Partner’s and each Loan Party’s corporate or other organizational powers and have been duly authorized by all necessary corporate or other organizational and, if required, stockholder action. This Agreement has been duly executed and delivered by Parent and the Borrower and constitutes a legal, valid and binding obligation of Parent and the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Section 3.03 Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) filings necessary to perfect and maintain the perfection of the Liens on the Collateral granted by the Loan Parties under the Loan Documents, (ii) such as have been obtained or made and are in full force and effect and (iii) those approvals, consents, exemptions, authorizations or other action, notices or filings the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) will not violate any applicable law, rule or regulation or the charter, by-laws or other organizational documents of Parent, the General Partner, the Borrower or any of its Restricted Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any material indenture, agreement or other material instrument binding upon Parent, the General Partner, the Borrower or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by Parent, the General Partner, the Borrower or any of its Restricted Subsidiaries, and (d) will not result in the creation or imposition of, or the requirement to create, any Lien on any asset of Parent, the General Partner, the Borrower or any of its Restricted Subsidiaries (other than Liens permitted by this Agreement).

Section 3.04 Financial Condition; No Material Adverse Change.

(a) Parent and the Borrower have heretofore furnished to the Administrative Agent and the Lenders each of the balance sheet as of December 31, 2021 of Parent and the consolidated balance sheets as of December 31, 2021 and 2020 and statements of income, comprehensive income, changes in equity and cash flows for each of the fiscal years ended December 31, 2021 and 2020 of the Borrower, the accounting predecessor of Parent, and its consolidated Subsidiaries, each as set forth in Parent’s registration statement on Form S-1 declared effective by the SEC in connection with the IPO (the “Historical Audited Financials”). Such Historical Audited Financials present fairly, in all material respects, the financial position and results of operations and cash flows of Parent, the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP.

(b) Since December 31, 2021, there has been no material adverse change in the business, assets, operations or financial condition of Parent, the General Partner, the Borrower and its Restricted Subsidiaries, taken as a whole.

Section 3.05 Properties.

(a) Each of Parent, the General Partner, the Borrower and its Restricted Subsidiaries has good title to, or valid leasehold interests in, all its real and personal property material to their businesses, taken as a whole, subject to no Liens, except for Liens permitted by Section 6.02 and minor defects in title that do not interfere with their ability to conduct their businesses, taken as a whole, as currently conducted or to utilize such properties for their intended purposes.

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

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

Section 3.06 Litigation and Environmental Matters.

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

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

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

Section 3.07 Compliance with Laws and Agreements; No Default. Each of Parent, the General Partner, the Borrower and its Restricted Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, in each case, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is continuing.

Section 3.08 Investment Company Status. None of Parent, the General Partner, the Borrower or any of its Restricted Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

Section 3.09 Taxes. Parent, the General Partner and each Loan Party has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings diligently conducted and for which Parent, the General Partner or such Loan Party has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

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

Section 3.11 Disclosure.

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

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

Section 3.12 Anti-Corruption Laws and Sanctions. Parent has implemented and maintains in effect policies and procedures designed to ensure compliance by Parent, the General Partner, the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and Parent, the General Partner, the Borrower, its Subsidiaries and their respective officers and directors and to the knowledge of the Borrower its employees and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) Parent, the General Partner, the Borrower, any Subsidiary, any of their respective directors or officers or employees, or (b) to the knowledge of Parent, any agent of Parent, the General Partner, the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person.

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

Section 3.14 Plan Assets; Prohibited Transactions. None of the Borrower or any of its Restricted Subsidiaries is an entity deemed to hold “plan assets” (within the meaning of the Plan Asset Regulations), and neither the execution, delivery nor performance of the transactions contemplated under this Agreement, including the making of any Loan and the issuance of any Letter of Credit hereunder, will give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.

Section 3.15 Use of Proceeds; Margin Regulations.

(a) The proceeds of the Loans shall only be used for (i) working capital and other general corporate purposes of the Borrower and its Restricted Subsidiaries, including for investments and acquisitions and (ii) the repayment on the Effective Date of amounts owing under the Existing Revolving Note. Letters of Credit will be issued only to support the general corporate purposes of the Borrower and its Subsidiaries. No Borrowing or Letter of Credit, use of proceeds or other Transaction will violate any Anti-Corruption Law or applicable Sanctions.

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

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

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

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

Section 3.19 Vessels.

(a) As of the Effective Date, the name, registered owner and official number, and jurisdiction of registration and flag of each Effective Date Collateral Vessel and each other Vessel owned by the Borrower and its Restricted Subsidiaries are set forth on Schedule 3.19. As of (i) the Effective Date, the Borrower and/or each applicable Restricted Subsidiary is the true, lawful and registered owner of the whole of each Vessel stated to be owned by it on Schedule 3.19 and (ii) any date thereafter, the Borrower and/or each other applicable Loan Party is the true, lawful and registered owner of the whole of each Collateral Vessel stated to be owned by it in the applicable Collateral Vessel Mortgage (other than any Collateral Vessel that has been Disposed of pursuant to a transaction permitted by this Agreement), in each case of clauses (i) and (ii) above, subject to no Liens except Liens permitted by Section 6.02. Each Vessel owned by the Borrower or a Restricted Subsidiary is operated in compliance with all material applicable laws, rules and regulations (applicable to such Vessel and as required by the American Bureau of Shipping, Bureau Veritas or other internationally recognized classification society reasonably acceptable to the Administrative Agent).

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

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

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

Section 3.20 Collateral Documents.

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

(b) Each Collateral Vessel Mortgage is or, when executed, will be in proper legal form under the laws of the jurisdiction of the flag under which such Vessel is registered in the name of the applicable Collateral Vessel Owner for the enforcement thereof under such laws and the laws of the jurisdiction of organization of the applicable Collateral Vessel Owner party thereto. To ensure the legality, validity, enforceability or admissibility in evidence of each such Collateral Vessel Mortgage in the jurisdiction in which such Vessel is flagged or the jurisdiction of the applicable Loan Party party thereto, it is not necessary that any Collateral Vessel Mortgage or any other document be filed or recorded with any court or other authority in any such jurisdiction, except for those filings as have been, or will be, made.

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

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

ARTICLE IV
CONDITIONS PRECEDENT

Section 4.01 Effective Date. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):

(a) The Administrative Agent (or its counsel) shall have received from each party thereto a counterpart of this Agreement signed on behalf of each party thereto (which, subject to Section 9.06(b), may include any Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page).

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

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

(d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by a Responsible Officer of the Borrower, confirming (i) compliance with the conditions contained in Section 4.01(l) and Sections 4.02(a) and (b), (ii) all governmental and third party approvals necessary or, in the reasonable discretion of the Administrative Agent, advisable in connection with the execution of this Agreement and the consummation of the Transactions and the continuing operations of Parent, the Borrower and its Restricted Subsidiaries shall have been obtained and be in full force and effect, (iii) the payment in full in cash of all amounts owing under, and the termination of, the Existing Revolving Note and (iv) that after giving effect to the Transactions, Parent, the Borrower and its Restricted Subsidiaries shall have no Indebtedness outstanding other than the Obligations and any other Indebtedness permitted under Section 6.01.

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

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

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

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

(i) The Administrative Agent shall have received (i) customary UCC or equivalent lien, tax and judgment lien searches for the Loan Parties, indicating the absence of Liens and security interests other than Permitted Maritime Liens, Permitted Encumbrances and Liens being released on or prior to the Effective Date and (ii) evidence reasonably satisfactory to it that all Liens on the assets of Parent, the Borrower and the Borrower’s Restricted Subsidiaries (other than Liens permitted by Section 6.02) have been (or will be concurrently with the Effective Date) released or terminated and that duly executed recordable releases and terminations in forms reasonably acceptable to the Administrative Agent with respect thereto have been obtained by Parent, the Borrower or the Borrower’s Restricted Subsidiaries, as applicable.

(j) The Administrative Agent shall have (i) received insurance certificates and other customary evidence of insurance, dated not more than ten (10) Business Days prior to the Effective Date from the Borrower describing in reasonable detail the insurance maintained by the Loan Parties, which insurance shall satisfy the requirements of the Required Insurance and (ii) a report prepared by an insurance consultant as required by Section 5.06(k).

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

(l) Parent shall have consummated the IPO and the Borrower shall have received net cash proceeds from such IPO (the “IPO Proceeds”) in an amount not less than $250,000,000.

(m) The Administrative Agent shall have received from each party thereto duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Collateral Documents described on Schedule 4.01(m). In connection with the execution and delivery of such Collateral Documents, the Administrative Agent shall be reasonably satisfied that the Liens under the Collateral Documents will, upon the recording of such Collateral Documents (if applicable), be first priority (it being understood that Permitted Encumbrances and Permitted Maritime Liens may exist), perfected Liens on all property purported to be pledged as Collateral pursuant to the Collateral Documents (including all of the Equity Interests in the Borrower and each Restricted Subsidiary that are owned by a Loan Party (and to the extent any such Equity Interests are certificated, Parent and the Borrower shall also have caused the applicable Loan Party to deliver to the Administrative Agent the original stock certificates evidencing such Equity Interests together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof).

The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02).

Section 4.02 Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each Issuing Bank to issue, amend or extend any Letter of Credit, is subject to the satisfaction of the following conditions:

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

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

(c) Except with respect to any Borrowing made on the Effective Date, at the time of and immediately after giving effect to such Borrowing or the issuance, amendment or extension of such Letter of Credit and after giving pro forma effect to transactions anticipated to occur in the period of five (5) Business Days following the date thereof, the aggregate amount of Available Cash (excluding an amount equal to the aggregate amount of IPO Proceeds held by the Borrower and its Restricted Subsidiaries at the time of determination) shall not exceed $50,000,000.

(d) (i) In the case of any Loan, the Administrative Agent shall have received the Borrowing Request required by Section 2.03, and (ii) in the case of the issuance, extension (other than any automatic extension) or increase of a Letter of Credit, the relevant Issuing Bank shall have received a duly completed application for such Letter of Credit in accordance with Section 2.06.

Each Borrowing and each issuance, amendment or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in Section 4.02(a), 4.02(b) and 4.02(c).

ARTICLE V
AFFIRMATIVE COVENANTS

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

Section 5.01 Financial Statements; Other Information. Parent and the Borrower will furnish to the Administrative Agent and each Lender, including their Public-Siders:

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

(b) within the time period required by the SEC (or, in the event that Parent is no longer a public filer with the SEC, within sixty (60) days after the end of each of the first three (3) fiscal quarters of each fiscal year of Parent), commencing with the fiscal quarter ending March 31, 2022, the consolidated and consolidating balance sheets and related statements of operations, stockholders’ equity and cash flows of Parent and its consolidated Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures as of the end of and for the corresponding period or periods of the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of Parent and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;

(c) no later than the earlier of (x) the date that is five (5) Business Days after the delivery of the applicable financial statements under clause (a) or (b) above and (y) the date the applicable financial statements are required to be delivered pursuant to clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth consolidating spreadsheets that show Parent, the General Partner and all consolidated Unrestricted Subsidiaries and the eliminating entries, in such form as would be presentable to the auditors of Parent, (iii) other than with respect to the financial statements delivered pursuant to Section 5.01(b) for the fiscal quarter ending March 31, 2022, setting forth reasonably detailed calculations demonstrating compliance with Section 6.10, (iv) certifying as to the aggregate amount of Investments made on or prior to such date in reliance on Section 6.05(h) during the term of this Agreement, (v) setting forth reasonably detailed calculations of Consolidated Total Debt and Consolidated EBITDAR as of the date of the most recently ended fiscal quarter of Parent, (vi) stating whether any change in GAAP or in the application thereof has occurred since the date of the Historical Audited Financials and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate, (vii) stating whether any material change to the information provided in the Fleet Status Certificate on the Effective Date has occurred since the Effective Date or the most recent certificate delivered pursuant this Section 5.01(c), and, if any such material change has occurred, specifying such material change or attaching a new Fleet Status Certificate and (viii) identifying any intellectual property that is required to be pledged as Collateral and that was acquired by a Loan Party since the most recent date of delivery of the certificate required pursuant to this Section 5.01(c);

(d) within one hundred and twenty (120) days of the end of each fiscal year (the first such period being the one hundred and twenty (120) day period after the end of fiscal year 2021), an annual operating budget for the Borrower and its Restricted Subsidiaries for the immediately succeeding fiscal year (beginning with the annual operating budget for fiscal year 2022), which shall include such information as may be reasonably requested by the Administrative Agent;

(e) promptly after the same become publicly available, copies of all material periodic and other reports, proxy statements and other substantive materials filed by Parent or any Subsidiary with the SEC or any Governmental Authority succeeding to any or all of the functions of the SEC, or with any national securities exchange, or distributed by Parent to its shareholders generally, as the case may be;

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

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

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

(i) promptly after any request therefore (which request shall not be made more than once in any calendar year), an appraisal report from an Approved Appraiser, stating the then-current fair market value (and each current fair market value used in such determination) of each of the Collateral Vessels on an individual charter-free basis, provided, however, that, if the fair market value of a Collateral Vessel in such appraisal report is expressed as a numerical range of a high and low score, the fair market value for such Collateral Vessel shall be deemed to be the mathematical average of such scores. All such appraisals shall be arranged by, and made at the expense of, the Borrower; and

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

Documents required to be delivered pursuant to Section 5.01(a), (b), (e) or (f) and filed with or furnished to the SEC) shall be deemed to have been provided under these reporting requirements and delivered on the date on which such materials are publicly available as posted on the Electronic Data Gathering, Analysis and Retrieval system (EDGAR); provided that, in the case of Section 5.01(f), the Borrower shall notify the Administrative Agent and each Lender in writing (which may be by electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions of such documents.

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

Section 5.02 Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:

(a) the occurrence of any Default;

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

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

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

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

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

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

(h) promptly, and in any event within ten (10) Business Days, after a Responsible Officer of the Borrower has knowledge thereof, give notice to the Administrative Agent of (who will in turn provide notice to the Lenders of): (i) any Event of Loss, (ii) the filing of a libel or complaint against a Vessel owned by the Borrower or its Restricted Subsidiaries, or an attachment or levy which remains in effect more than thirty (30) days, or the taking into custody by virtue of any legal proceeding in any court of competent jurisdiction of a Vessel owned by the Borrower or its Restricted Subsidiaries and (iii) any failure by a Vessel owner to maintain the flag and vessel or ship registry in an Acceptable Flag Jurisdiction in respect of any Vessel that is Collateral.

Each notice delivered under this Section 5.02 (i) shall be in writing, (ii) shall contain a heading or a reference line that reads “Notice under Section 5.02 of Excelerate Credit Agreement dated April 18, 2022” and (iii) shall be accompanied by a statement of a Financial Officer or other Responsible Officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Section 5.03 Existence; Conduct of Business. Each of Parent and the Borrower will, and Parent and the Borrower, as applicable, will cause the General Partner and each of the Borrower’s Restricted Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business; provided that the foregoing shall not prohibit any merger, sale, consolidation, liquidation or dissolution permitted under Section 6.03.

Section 5.04 Payment of Taxes. Parent, the General Partner and each of the Loan Parties will pay its Tax liabilities, that, if not paid, could result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith diligently conducted by appropriate proceedings, (b) Parent, the General Partner, the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.

Section 5.05 Maintenance of Properties; Vessel Contracts.

(a) The Borrower will, and will cause each of its Restricted Subsidiaries to, maintain, preserve and keep its properties and equipment necessary to the proper conduct of its business in reasonably good repair, working order and condition (normal wear and tear or damage done by casualty or condemnation excepted) and will from time to time make all reasonably necessary repairs, renewals, replacements, additions and betterments thereto so that at all times such properties and equipment are reasonably preserved and maintained, in each case with such exceptions as could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect; provided, however, that nothing in this Section 5.05 shall prevent the Borrower or any Restricted Subsidiary from discontinuing the operation or maintenance of any such properties or equipment if such discontinuance is, in the judgment of the Borrower desirable in the conduct of its business.

(b) The Borrower will, and will cause each of its Restricted Subsidiaries to, at all times, and without cost or expense to the Administrative Agent, maintain and preserve, or cause to be maintained and preserved, each Vessel owned by it or such Restricted Subsidiary and its material equipment, outfit and appurtenances, tight, staunch, strong, in good condition, working order and repair and fit for its intended service, in each case, with ordinary wear and tear excepted. The Borrower will, and will cause each of its Restricted Subsidiaries to, with respect to each Vessel owned by it or such Restricted Subsidiary, at all times materially comply with all applicable laws, treaties and conventions of the jurisdiction in which the applicable Vessel is flagged, and rules and regulations issued thereunder, and shall have on board as and when required thereby valid certificates showing such material compliance therewith. The Borrower will, and will cause each of its Restricted Subsidiaries to, keep each Vessel owned by it or such Restricted Subsidiary in such condition as will entitle such Vessel to maintain its classification, as is applicable for Vessels of comparable age and type, by the American Bureau of Shipping, Bureau Veritas or another internationally recognized classification society reasonably acceptable to the Administrative Agent. The Borrower will, and will cause each of its Restricted Subsidiaries to, keep each Vessel owned by it or such Restricted Subsidiary, comply with and satisfy in all material respects the provisions of any applicable law, convention, regulation, proclamation or order concerning financial responsibility for liabilities imposed on such Vessel owner, the Borrower, the Borrower’s Subsidiaries or such Vessel with respect to pollution by any state or nation or political subdivision thereof and will maintain all certificates or other evidence of financial responsibility as may be required by any such law, convention, regulation, proclamation or order with respect to the trade in which the Vessel is from time to time engaged and the cargo carried by it. The Borrower will, and will cause each of its Restricted Subsidiaries to, maintain each Vessel owned by it or such Restricted Subsidiary in a seaworthy condition (it being understood that maintenance of a Vessel owned by the Borrower or such Restricted Subsidiary in a manner consistent with applicable industry practices in respect of similar types of vessels used for similar purposes shall be deemed to constitute compliance with this last sentence of Section 5.05(b)), subject to periods of scheduled dry-docking and other routine maintenance, and other than preservation stacked, warm stacked or cold stacked Vessels. Notwithstanding the foregoing, nothing in this Section 5.05(b) shall prevent the Borrower from, in its business judgement, discontinuing use or maintenance of a Vessel or any portion thereof with the prior written consent of the Administrative Agent (acting at the direction of the Required Lenders).

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

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

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

Section 5.06 Insurance.

(a) The Borrower will, and will cause each of its Restricted Subsidiaries to, or will cause an Affiliate of the Borrower to arrange through a bareboat charterer, agent or otherwise, on behalf of the Borrower and its Restricted Subsidiaries to, (i) maintain with financially sound and reputable insurance companies (provided that this Section 5.06 shall not be deemed to be breached if an insurance company with which the Borrower, any Restricted Subsidiary or the applicable Affiliate of the Borrower maintains insurance becomes financially troubled and the Borrower, such Restricted Subsidiary or such Affiliate of the Borrower reasonably promptly obtains coverage from a different, financially sound insurer) insurance on the Vessels and other material insurable properties of the Borrower and its Restricted Subsidiaries in at least such amounts and against all such risks as is consistent and in accordance with normal industry practice for similarly situated insureds and as provided in this Section 5.06 (the “Required Insurance”) and (ii) furnish to the Administrative Agent, at the written request of the Administrative Agent (which such request shall not be more often than once per calendar year), a complete description of the material terms of insurance carried on the Vessels owned by the Borrower or any of its Restricted Subsidiaries.

(b) The Borrower will, and will cause each of the Collateral Vessel Owners to, or will cause an Affiliate of the Borrower to arrange through a bareboat charterer, agent or otherwise to, on behalf of the Borrower and the Collateral Vessel Owners, at all times to keep the Collateral Vessels insured in favor of the Administrative Agent as provided in this Section 5.06; and (i) all policies or certificates with respect to such insurance (and any other insurance maintained by the Borrower or such Collateral Vessel Owners): (A) shall be endorsed to the Administrative Agent’s reasonable satisfaction for the benefit of the Administrative Agent (including by naming the Administrative Agent as lender loss payee or additional insured, as its interests may appear) and (B) shall provide that the respective insurers irrevocably waive any and all rights of subrogation with respect to the Administrative Agent and the other Secured Parties and (ii) the Borrower and/or the applicable Collateral Vessel Owner will use commercially reasonable efforts to provide that such insurance policies state that they shall not be canceled for non-payment of premium without at least thirty (30) days’ prior written notice thereof by the respective insurer to the Borrower who shall promptly advise the Administrative Agent. On the Effective Date and from time to time thereafter to the extent reasonably requested by the Administrative Agent, but no more frequently than once each calendar year, the Borrower shall deliver certificates evidencing such insurance policies for deposit with the Administrative Agent. The Administrative Agent shall be under no duty or obligation to verify the adequacy or existence of any such insurance or any such policies or endorsements.

(c) The Borrower will, and will cause each of its Restricted Subsidiaries to, or will cause an Affiliate of the Borrower to, on behalf of the Borrower and the applicable Restricted Subsidiaries, cause their respective Vessels to be insured with insurers or protection and indemnity clubs or associations of the type described in Section 5.06(a)(i), against the risks indicated below:

(i) marine war risk insurance, including primary P&I war risk insurance and coverage afforded by the standard Marine War Risk Coverage including Missing Vessel Clause (or equivalent), and marine hull and machinery insurance which insurance coverage in the aggregate shall be in an amount equal to not less than the lesser of (A) 110% of the total Commitments at such time and (B) 110% of the appraised aggregate fair market value of all such Vessels at such time, except as otherwise reasonably agreed in writing by the Administrative Agent. The insured values for hull and machinery required under this clause (c)(i) for any individual Vessel shall at all times be in an amount not less than 100% of the fair market value of such Vessel, and the remaining hull and machinery insurance required by this clause (c)(i) with respect to each Vessel may be procured as increased value and/or disbursements insurance;

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

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

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

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

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

All insurance maintained hereunder shall be primary insurance without right of contribution against any other insurance maintained by the Administrative Agent. The policy of marine and war risk hull and machinery insurance with respect to the Collateral Vessels shall provide that the Administrative Agent shall be named in its capacity as Administrative Agent and as a lender loss payee and the loss payee clause shall refer to a major casualty amount of $10,000,000, unless otherwise agreed to in writing by the Administrative Agent pursuant to an assignment of insurances or other agreement. Any such entry in a marine and war risk protection and indemnity club with respect to the Collateral Vessels shall note the interest of the Administrative Agent. The Administrative Agent and its successors and permitted assigns shall not be responsible for any premiums, club calls, if any, assessments or any other obligations or for the representations and warranties made therein by any Collateral Vessel Owner, the Borrower, any of the Borrower’s Restricted Subsidiaries or any other Person.

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

(e) The Borrower will, or will cause each of the Collateral Vessel Owners to, or will cause an Affiliate of the Borrower to, on behalf of the Borrower and the applicable Collateral Vessel Owners, furnish to the Administrative Agent (i) copies of all certificates of insurance with respect to the marine hull and machinery and marine war risk insurance carried and maintained on the Collateral Vessels and (ii) certificates of entry with respect to the protection and indemnity insurance carried and maintained on the Collateral Vessels. The Borrower will, or will cause each of the Collateral Vessel Owners to, or will cause an Affiliate of the Borrower to, on behalf of the Borrower and the applicable Collateral Vessel Owners, cause such insurance broker and/or the protection and indemnity club or association providing protection and indemnity insurance referred to in Section 5.06(c)(ii), to agree to provide the Administrative Agent with such information as to such insurances as the Administrative Agent may reasonably request with respect to expiration, termination or cancellation of any policy or any default in the payment of any premium.

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

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

(h) The Borrower will not, and will not permit any Vessel owner to, execute or permit or willingly allow to be done any act by which any insurance required under this Section 5.06 may be suspended, impaired or cancelled, and will not permit or allow any Vessel to undertake any voyage or operational risk which may not be permitted by the policies in force, without having previously notified the Administrative Agent in writing and insured the relevant Vessel by additional coverage to extend to such voyages, risks, passengers or cargoes in accordance with customary marine insurance industry standards.

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

(j) If the Borrower or any Restricted Subsidiary shall fail to maintain insurance in accordance with this Section 5.06 with respect to the Collateral Vessels, the Administrative Agent shall have the right (but shall be under no obligation) to procure such insurance, and the Borrower agrees to reimburse the Administrative Agent for all reasonable costs and expenses of procuring such insurance.

(k) Together with the delivery of the financial statements required to be delivered pursuant to Section 5.01(b), the Borrower shall deliver to the Administrative Agent a customary report of an insurance consultant (such consultant to be selected by the Borrower and reasonably acceptable to the Administrative Agent) confirming that the insurance policies of the Borrower and its Restricted Subsidiaries satisfy the minimum coverage requirements required by this Section 5.06 and that the terms of such insurance policies are not less than (or less favorable than) the insurances then maintained by prudent owners and operators of similar vessels in similar trades to the Vessels.

(l) Upon the reasonable request of the Administrative Agent, the Borrower will, or will cause each Collateral Vessel Owner to, do all things reasonably necessary, and execute and deliver all documents and instruments reasonably necessary, to enable the Administrative Agent to collect or recover any moneys that become due in respect of the insurance required pursuant to this Section 5.06.

Section 5.07 Books and Records; Inspection Rights. Each of Parent and the Borrower will, and Parent and the Borrower, as applicable, will cause the General Partner and each of the Borrower’s Restricted Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. Each of Parent and the Borrower will, and Parent and the Borrower, as applicable, will cause the General Partner and each of the Borrower’s Restricted Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon at least three (3) Business Days’ notice, to visit and inspect its properties, to examine and make extracts from its books and records, to discuss its affairs, finances and condition with its officers and independent accountants and to provide contact information for each bank where each Loan Party has a deposit account and/or securities account and each such Loan Party hereby authorizes the Administrative Agent and each Lender to contact the bank(s) in order to request bank statements and/or balances, all at such reasonable times and as often as reasonably requested; provided, that unless an Event of Default then exists and is continuing, there shall be no more than one (1) such visit per calendar year for the Administrative Agent and the Lenders taken as a whole; provided, further, that any visits and inspections of such properties shall be conducted in compliance with the Borrower’s and/or such Subsidiary’s applicable safety and COVID protocols (it being understood that no such protocols shall not adopted for the sole purpose of preventing the Administrative Agent and/or the Lenders from conducting such visits and inspections).

Section 5.08 Compliance with Laws. Each of Parent and the Borrower will, and Parent and the Borrower, as applicable, will cause the General Partner and each of the Borrower’s Restricted Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property (including Environmental Laws and ERISA), except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; provided that each of Parent and the Borrower will, and Parent and the Borrower, as applicable, will cause the General Partner and each of the Borrower’s Restricted Subsidiaries to, comply with all Anti-Corruption Laws and applicable Sanctions in all material respects. Each of Parent and the Borrower will maintain in effect and enforce policies and procedures designed to ensure compliance by Parent, the General Partner, the Borrower and its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

Section 5.09 Use of Proceeds and Letters of Credit. The proceeds of the Loans shall be used for, and the Letters of Credit shall only be issued for, the purposes described in Section 3.15(a). No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations of the Federal Reserve Board, including Regulations T, U and X. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (b) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, except to the extent permitted for a Person required to comply with Sanctions, or (c) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

Section 5.10 [Reserved].

Section 5.11 Environmental Matters. The Borrower will at its sole expense: (a) comply, and cause its properties and operations and each of its Subsidiaries and each such Subsidiary’s properties and operations (including all Vessels) to comply, with all applicable Environmental Laws, to the extent the breach thereof could be reasonably expected to have a Material Adverse Effect; (b) not release or threaten to release, and cause each Subsidiary not to release or threaten to release, any Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ properties or any other property offsite such property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, to the extent such release or threatened release would reasonably be expected to have a Material Adverse Effect; (c) timely obtain or file, and cause each Subsidiary to timely obtain or file, all permits, registrations, licenses, approvals, consents, exemptions, variances, or other authorizations, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiaries’ properties, to the extent such failure to obtain or file would reasonably be expected to have a Material Adverse Effect; (d) promptly commence and diligently prosecute to completion, and cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future release or threatened release of any Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ properties, to the extent failure to do so would reasonably be expected to have a Material Adverse Effect; and (e) conduct, and cause its Subsidiaries to conduct, their respective operations and businesses in a manner that will not expose any property or Person to Hazardous Materials that would reasonably be expected to cause the Borrower or its Subsidiaries to owe damages or compensation pursuant to applicable Environmental Laws that would reasonably be expected to cause a Material Adverse Effect.

Section 5.12 Further Assurances; Additional Collateral and Additional Guarantors.

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

(b) Additional Collateral Vessels.

(i) Within sixty (60) days after the execution by the Administrative Agent, for itself and on behalf of the Secured Parties, of the Excellence FRSU Accession Deed, the Borrower shall cause the Collateral Vessel Owner in respect of the Excellence to execute and deliver, and cause to be filed for recording (or make arrangements satisfactory to the Administrative Agent for the filing for recording thereof) in the appropriate vessel registry, such Collateral Vessel Mortgages as the Administrative Agent shall deem reasonably necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a first priority perfected Lien (it being understood that Permitted Encumbrances and Permitted Maritime Liens may exist) over such Vessel, securing the Obligations in an initial amount not to exceed $104,000,000, which maximum secured amount shall be reduced to (A) $97,000,000 on December 31, 2022, (B) $90,000,000 on December 31, 2023, (C) $82,000,000 on December 31, 2024 and (D) $76,000,000 on December 31, 2025. In connection with the execution and delivery of such Collateral Vessel Mortgages over such Vessel, the Borrower shall, or shall cause the applicable Collateral Vessel Owner, to deliver (1) opinions of local counsel for the jurisdiction in which such Vessel is flagged, covering customary matters and in form and substance reasonably satisfactory to the Administrative Agent, and (2) and such other filings or actions necessary or desirable in the reasonable opinion of the Administrative Agent to perfect the security interest created by such Collateral Vessel Mortgages.

(ii) No later than the earlier of (A) October 31, 2022 and (B) sixty (60) days (or such longer period of time as the Administrative Agent may reasonably agree) days after the execution of the Excelsior Consent by the Excelsior Customer and the other parties thereto, the Borrower shall cause the Collateral Vessel Owner in respect of the Excelsior to execute and deliver, and cause to be filed for recording (or make arrangements satisfactory to the Administrative Agent for the filing for recording thereof) in the appropriate vessel registry, such Collateral Vessel Mortgages as the Administrative Agent shall deem reasonably necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a first priority perfected Lien (it being understood that Permitted Encumbrances and Permitted Maritime Liens may exist) over such Vessel, securing the Obligations. In connection with the execution and delivery of such Collateral Vessel Mortgages over such Vessel, the Borrower shall, or shall cause the applicable Collateral Vessel Owner, to deliver (1) opinions of local counsel for the jurisdiction in which such Vessel is flagged, covering customary matters and in form and substance reasonably satisfactory to the Administrative Agent, and (2) and such other filings or actions necessary or desirable in the reasonable opinion of the Administrative Agent to perfect the security interest created by such Collateral Vessel Mortgages.

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

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

(ii) Within thirty (30) days (or such longer period as the Administrative Agent may agree in writing in its sole discretion) after the delivery of any certificate of a Financial Officer of the Borrower pursuant to Section 5.01(c) identifying the acquisition by any Loan Party of any intellectual property that is required to be pledged as Collateral pursuant to the terms of the Loan Documents, which intellectual property would not be automatically subject to a Lien in favor of the Administrative Agent pursuant to the then-existing Collateral Documents, the Borrower cause such intellectual property rights to be subject to a Lien and security agreement, if applicable, in favor of the Administrative Agent for the benefit of the Secured Parties and take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, in each case to the extent required by, and subject to the applicable limitations and exceptions of, the Collateral Documents and to otherwise comply with the requirements of the Collateral Documents.

(iii) In addition to the other requirements of this Section 5.12, if at any time (x) any Loan Party (including any Discretionary Guarantor) that is not an Immaterial Subsidiary is organized under the laws of a jurisdiction other than the United States of America (or any State thereof) and (y) the Administrative Agent determines in its reasonable discretion that the execution and delivery of additional Collateral Documents is necessary or advisable in order to effectuate the pledge of Equity Interests of, the grant of Liens by, or the Guarantee by such Loan Party contemplated by this Section 5.12 under the applicable laws of any such jurisdiction (including any non-U.S. jurisdiction), then within sixty (60) days (or such longer period of time as the Administrative Agent may reasonably agree) after written notice thereof by the Administrative Agent to the Borrower, the Borrower shall, and shall cause its applicable Restricted Subsidiaries to, execute and deliver such additional Collateral Documents to the Administrative Agent, together with such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent in connection therewith.

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

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

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

Section 5.14 Unrestricted Subsidiaries.

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

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

(c) The Borrower may designate by written notification thereof to the Administrative Agent, any Restricted Subsidiary, including a newly formed or newly acquired Subsidiary, as an Unrestricted Subsidiary if (i) immediately prior, and upon giving effect, to such designation, no Default has occurred and is continuing or would immediately result therefrom, (ii) such designation is deemed to be an Investment in an Unrestricted Subsidiary in an amount equal to the fair market value as of the date of such designation of the Borrower’s direct and indirect ownership interest in such Subsidiary and such Investment would be permitted to be made at the time of such designation under Section 6.05 and (iii) the Borrower and such Subsidiary comply with the requirements of Section 5.12. Except as provided in this Section 5.14(c), no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. None of the Borrower or any Subsidiary that owns any Equity Interests or Indebtedness of, or holds any Lien on any property of, the Borrower or any Restricted Subsidiary of the Borrower that is not a Subsidiary to be so designated may be designated as an Unrestricted Subsidiary.

(d) The Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary if, immediately after giving effect to such designation, (i) no Default has occurred and is continuing or would immediately result therefrom and (ii) such designation is deemed to be the incurrence at such time of designation of any Investment, Indebtedness and Liens of such Subsidiary existing at such time and such Investment, Indebtedness and Liens would be permitted to be made or incurred at the time of such designation under each of Section 6.05, Section 6.01 and Section 6.02.

(e) No Unrestricted Subsidiary shall have any Indebtedness other than Non-Recourse Debt and the Borrower will not, and will not permit any of the Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Indebtedness of any of the Unrestricted Subsidiaries (other than a Guarantee pursuant to the Experience Standby Charter Guarantee).

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

If, at any time, any Unrestricted Subsidiary fails to meet the requirements of Section 5.14(d), it shall thereafter cease to be an Unrestricted Subsidiary for purposes hereof and any Indebtedness and Investments of the Subsidiary and any Liens on assets of such Subsidiary shall be deemed to be incurred or made by a Restricted Subsidiary at such time and the Borrower shall not be deemed to be in default of this Section 5.14, but if the Indebtedness is not permitted to be incurred under Section 6.01, the Investments are prohibited by Section 6.05, or the Lien is not permitted under Section 6.02, the Borrower shall be in default of the applicable covenant.

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

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

ARTICLE VI
NEGATIVE COVENANTS

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

Section 6.01 Indebtedness. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or permit to exist any Indebtedness, except:

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

(b) (i) Indebtedness existing on the date hereof and set forth in Schedule 6.01 and (ii) Permitted Refinancing Indebtedness in respect thereof;

(c) intercompany Indebtedness owed (i) by any Loan Party to another Loan Party, (ii) by a Loan Party to a non-Loan Party Restricted Subsidiary (provided, that such Indebtedness in this clause (ii) shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent), (iii) by a non-Loan Party Restricted Subsidiary to another non-Loan Party Restricted Subsidiary, and (iv) by a non-Loan Party Restricted Subsidiary to a Loan Party to the extent permitted under Section 6.05;

(d) Guarantees by the Borrower or any Restricted Subsidiary with respect to Indebtedness of the Borrower and its Restricted Subsidiaries permitted under this Section 6.01 or constituting Investments permitted under Section 6.05;

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

(f) (i) Indebtedness of any Person that becomes a Restricted Subsidiary of the Borrower, to the extent such Indebtedness is outstanding at the time such Person becomes a Restricted Subsidiary of the Borrower and was not incurred in contemplation thereof, and Indebtedness assumed by the Borrower or any Restricted Subsidiary in connection with its acquisition (whether by merger, consolidation, acquisition of all or substantially all of the assets or acquisition that results in the ownership of greater than fifty percent (50%) of the Equity Interests (other than Disqualified Capital Stock) of a Person) of another Person to the extent such Indebtedness is outstanding at the time of such acquisition and not incurred in contemplation thereof; provided that (A) no Event of Default shall have occurred and be continuing or would immediately result therefrom and (B) the aggregate principal amount of Indebtedness permitted by this Section 6.01(f) shall not exceed the greater of (x) $30,000,000 and (y) 10.0% of LTM EBITDAR (determined on a pro forma basis after giving effect to such Indebtedness and such acquisition) and (ii) Permitted Refinancing Indebtedness in respect thereof;

(g) [Reserved];

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

(i) Indebtedness under Swap Agreements permitted under Section 6.06;

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

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

(l) other Indebtedness in an aggregate principal amount not to exceed $50,000,000; provided that no Event of Default shall have occurred and be continuing or would immediately result therefrom;

(m) Indebtedness consisting of operating leases entered into in the ordinary course of business (excluding, for the avoidance of doubt, any Indebtedness permitted under Section 6.01(o)(ii));

(n) Kaiser Affiliate Indebtedness in an aggregate principal amount not to exceed $75,000,000; provided that, for the avoidance of doubt, such Indebtedness shall not be secured by a Lien on the property or assets of the Borrower or any of its Restricted Subsidiaries; and

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

Section 6.02 Liens. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:

(a) Permitted Encumbrances;

(b) Permitted Maritime Liens;

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

(d) any Lien on any property or asset of the Borrower or any Restricted Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not attach to any other property or asset of the Borrower or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof (and any Permitted Refinancing Indebtedness in respect thereof);

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

(f) Liens on equipment, fixed or capital assets acquired, refurbished, constructed, repaired, expanded, installed, designed or improved by the Borrower or any Restricted Subsidiary; provided that (i) such Liens secure Indebtedness permitted by Section 6.01(e), (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within one hundred eighty (180) days after such acquisition, refurbishment, construction, repair, expansion, installation, design or improvement, and (iii) such Liens shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary (other than proceeds and products thereof, accessions thereto and improvements thereon);

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

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

(i) other Liens securing Indebtedness in an aggregate principal amount not to exceed $10,000,000; provided that no Event of Default shall have occurred and be continuing or would immediately result therefrom.

Notwithstanding the foregoing, no Liens securing Indebtedness for borrowed money shall be permitted to exist on Collateral constituting Equity Interests in the Borrower or any Guarantor, other than Liens permitted by Sections 6.02(a) and (c).

Section 6.03 Fundamental Changes.

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

(i) the Borrower may merge or consolidate with, any other Person, so long as (A) the Borrower is the surviving Person of any such merger or consolidation, (B) no Default has occurred and is continuing or would immediately result therefrom, (C) the Borrower remains liable for its obligations under the Loan Documents and all the rights and remedies thereunder remain in full force and effect and (D) no Change in Control occurs as a result thereof;

(ii) any Restricted Subsidiary of the Borrower may merge with and into, consolidate with or be dissolved or liquidated into, the Borrower or any Restricted Subsidiary, so long as (A) in the case of any such merger, consolidation, dissolution or liquidation involving the Borrower, the Borrower is the surviving Person of any such merger, consolidation, dissolution or liquidation and (B) except as provided in preceding clause (A), in the cases of any such merger, consolidation, dissolution or liquidation involving a Guarantor, the Guarantor is the surviving corporation of any such merger, consolidation, dissolution or liquidation;

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

(iv) the Borrower and its Restricted Subsidiaries shall be permitted to Dispose of assets as permitted by Section 6.04.

(b) The Borrower will not, and will not permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Restricted Subsidiaries on the date of execution of this Agreement and businesses reasonably related or incidental thereto (including the ownership of Equity Interests of Persons engaged in such businesses).

(c) Parent will not permit its fiscal year to end on a day other than December 31 or change its method of determining its fiscal quarters.

Section 6.04 Limitation on Asset Sales. The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, consummate any Asset Sale, unless (a) no Default has occurred and is continuing or would immediately result therefrom, (b) such Asset Sale is for fair market value, (c) not less than 80% of the consideration received by the Borrower and its Restricted Subsidiaries is cash or Cash Equivalents, and (d) immediately before and immediately after giving pro forma effect to such Asset Sale, the Borrower is in pro forma compliance with the covenants set forth in Section 6.10; provided that no Asset Sale of (i) a Vessel or (ii) the Equity Interests of any Person owning a Vessel shall be permitted under this Section 6.04.

Section 6.05 Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, make, or permit to remain outstanding, any Investments in or to any Person, except:

(a) Investments in cash and Cash Equivalents;

(b) (i) Investments existing on the Effective Date and set forth in Schedule 6.05 and (ii) Investments existing on the Effective Date constituting Equity Interests of any Subsidiaries or Ventures existing on the Effective Date;

(c) Investments by (i) a Loan Party in another Loan Party (or in any Person that substantially concurrently with the making of such Investment will become a Loan Party), (ii) a non-Loan Party Restricted Subsidiary in another non-Loan Party Restricted Subsidiary, (iii) a non-Loan Party in a Loan Party and (iv) a Loan Party in a non-Loan Party Restricted Subsidiary, in the case of this subclause (iv) in an aggregate amount not to exceed $5,000,000 outstanding (measured at the time made without giving effect to subsequent changes in value).

(d) Investments in Unrestricted Subsidiaries and in joint ventures and general or limited partnerships or other types of entities entered into by the Borrower or a Restricted Subsidiary with third parties pursuant to a bona fide transaction in any line of business permitted under Section 6.03 (a “Venture”) and any subsequent Investments in such Persons; provided that (i) no Event of Default shall have occurred and be continuing or would immediately result therefrom and (ii) the aggregate amount of Investments pursuant to this clause (d) shall not exceed $10,000,000 in the aggregate outstanding (measured at the time made without giving effect to subsequent changes in value); provided, further, that any Investment in an Unrestricted Subsidiary or Venture made during the term of this Agreement pursuant to this Section 6.05(d) (including in connection with the conversion of a Restricted Subsidiary to an Unrestricted Subsidiary pursuant to Section 5.14) shall be deemed to be outstanding at any time of determination under this Section 6.05(d) notwithstanding a sale, transfer or other Disposition of all or a portion of the Equity Interests or property of such Unrestricted Subsidiary or Venture except to the extent, and solely to the extent, (x) such sale, transfer or other Disposition is made for fair market value and (y) the proceeds of, or property or assets received as consideration for, such sale, transfer or other Disposition are received by the Borrower or a Restricted Subsidiary;

(e) Investments that are made solely (i) in exchange for receipt by the Borrower or any of its Restricted Subsidiaries of additional Equity Interests of a Parent Entity or the Borrower or (ii) with any cash proceeds that are actually received by the Borrower from a substantially concurrent offering of Equity Interests of a Parent Entity or the Borrower or as a capital contribution from a Parent Entity, so long as no Event of Default has occurred and is continuing or would immediately result therefrom;

(f) the Borrower and its Restricted Subsidiaries may contribute the Summit to an Unrestricted Subsidiary or designate the Restricted Subsidiary that owns the Summit as an Unrestricted Subsidiary in accordance with Section 5.14 and such Investment shall be permitted under this Section 6.05(f), so long as (i) no Event of Default has occurred and is continuing or would immediately result therefrom, (ii) immediately after giving effect to such Investment, the Summit is the only Vessel owned by such Unrestricted Subsidiary and (iii) such Investment (excluding the portion thereof represented by the Summit) would otherwise be permitted under this Section 6.05 at the time thereof;

(g) Investments so long as, (i) no Default has occurred and is continuing or would immediately result therefrom and (ii) immediately before and immediately after giving pro forma effect to such Investment, (A) Liquidity is not less than $100,000,000 and (B) the Consolidated Total Leverage Ratio does not exceed 2.50:1.00;

(h) Investments in an aggregate amount not to exceed the aggregate amount of IPO Proceeds received by the Borrower on or prior to the Effective Date, so long as (i) no Default has occurred and is continuing or would immediately result therefrom and (ii) immediately before and immediately after giving pro forma effect to such Investment, Liquidity is not less than $100,000,000;

(i) loans or advances to employees, officers or directors in the ordinary course of business of the Borrower or any of its Restricted Subsidiaries, in each case only as permitted by applicable law, but in any event not to exceed $2,000,000 in the aggregate at any time outstanding;

(j) Swap Agreements permitted by Section 6.06;

(j) Investments received in connection with Asset Sales permitted under Section 6.04;

(k) any Investment owned by a Person at the time such Person is acquired and becomes a Restricted Subsidiary pursuant to any acquisition not prohibited by this Agreement; provided that such Investment was not made in connection with or in contemplation of such acquisition of any Subsidiary, any assets or a line of business;

(l) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 6.05 or from accounts receivable and other similar obligations arising in the ordinary course of business, which Investments are obtained by Parent, the Borrower or any Restricted Subsidiary as a result of a bankruptcy or other insolvency proceeding of, or difficulties in collecting from, the obligor in respect of such obligations; and

(m) other Investments not otherwise permitted by this Section 6.05 in an aggregate amount not exceeding $5,000,000 at any time outstanding (measured at the time made without giving effect to subsequent changes in value).

Section 6.06 Swap Agreements. The Borrower and its Restricted Subsidiaries shall not enter into any Swap Agreements other than Swap Agreements that are entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Restricted Subsidiary of the Borrower, or to hedge currency exposure or to hedge commodity prices, which, in each case, are entered into for bona fide risk mitigation purposes and that are not speculative in nature.

Section 6.07 Restricted Payments. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except:

(a) Permitted Payments to Parent Entities;

(b) Permitted Tax Distributions;

(c) the Borrower and its Restricted Subsidiaries may make cash payments in lieu of the issuance of fractional shares of Equity Interests upon conversion or exchange of securities convertible into or exchangeable for Equity Interests of Parent, the Borrower or such Restricted Subsidiary, in an aggregate amount not to exceed $500,000;

(d) no more than once per fiscal quarter, the Borrower may make a Restricted Payment to Parent in an aggregate amount for all such Restricted Payments in any fiscal year not to exceed 1.0% of the aggregate value (calculated based on price-per-share basis) of the issued and outstanding Equity Interests of Parent; provided that, at the time of declaration thereof, no Default has occurred and is continuing or would immediately result therefrom;

(e) any Restricted Subsidiary may declare and pay dividends to, repurchase its Equity Interests from, or make other distributions to, the holders of any class of its Equity Interests on a pro rata basis among holders of such class (or better, with respect to any holders that are Loan Parties or Restricted Subsidiaries);

(f) so long as no Event of Default has occurred and is continuing or would immediately result therefrom, the Borrower and its Restricted Subsidiaries may make distributions to Parent in an aggregate amount not to exceed any payments required to be made by Parent under, and subject to the provisions of, the Tax Receivable Agreement on or prior to the date thereof or within the thirty (30) day period immediately following the date thereof);

(g) the Borrower and each Restricted Subsidiary may make Restricted Payments solely with Equity Interests of the Borrower or such Restricted Subsidiary (other than Disqualified Capital Stock);

(h) Repurchases of Equity Interests of the Borrower solely (i) in exchange for additional Equity Interests of the Borrower or (ii) with any cash proceeds that are actually received by the Borrower from a substantially concurrent offering of Equity Interests of a Parent Entity or the Borrower or as a capital contribution from a Parent Entity, so long as no Event of Default has occurred and is continuing or would immediately result therefrom; and

(i) the Borrower and its Restricted Subsidiaries may make Restricted Payments so long as, (i) no Default has occurred and is continuing or would immediately result therefrom and (ii) immediately before and immediately after giving pro forma effect to such Restricted Payment, (A) Liquidity is not less than $150,000,000 and (B) the Consolidated Total Leverage Ratio does not exceed 2.00:1.00.

Section 6.08 Transactions with Affiliates. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except:

(a) in the ordinary course of business at prices and on terms and conditions (taken as a whole) not less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties;

(b) transactions between or among the Borrower and its Restricted Subsidiaries not involving any other Affiliate;

(d) any Restricted Payment permitted by Section 6.07 and Investments permitted under Section 6.05;

(e) the transactions under the Tax Receivable Agreement that are not prohibited hereunder; and

(f) the provision of any credit support by the Borrower or a Restricted Subsidiary to an Unrestricted Subsidiary or Venture in the ordinary course of business in the form of a Letter of Credit issued in accordance with Section 2.06(k) and otherwise permitted under this Agreement.

Section 6.09 Restrictive Agreements. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets in order to secure the Obligations, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or other Equity Interests or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any Restricted Subsidiary; provided that:

(i) the foregoing shall not apply to restrictions and conditions imposed by applicable law or by this Agreement;

(ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.09 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition);

(iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or assets pending such sale; provided that such restrictions and conditions apply only to the Restricted Subsidiary or assets that are to be sold and such sale is permitted hereunder;

(iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness;

(v) clause (a) of the foregoing shall not apply to customary provisions in leases restricting the assignment thereof;

(vi) clause (a) of the foregoing shall not apply to customary provisions contained in licenses of intellectual property and other similar agreements entered into in the ordinary course of business;

(vii) clause (a) of the foregoing shall not apply to customary provisions restricting assignment of any agreement entered into in the ordinary course of business;

(viii) the foregoing shall not apply to any agreement in effect at the time such Person becomes a Subsidiary of the Borrower, so long as such agreement was not entered into in contemplation of such Person becoming such a Subsidiary;

(ix) the foregoing shall not apply to customary provisions in Venture agreements or the constitutional documents of any Restricted Subsidiary that is not a Wholly-Owned Subsidiary and other similar agreements applicable to Ventures entered into in the ordinary course of business; and

(x) clause (a) of the foregoing shall not apply to customary provisions (A) contained in agreements in respect of floating storage regasification units (FSRUs) or other Vessels entered into after the Effective Date in the ordinary course of business and (B) which condition the creation or incurrence of Liens and other encumbrances upon such FSRU or other Vessel upon conditions of quiet enjoyment and other similar limitations on the impairment of use by a charter party of the subject FSRU or Vessel.

Section 6.10 Financial Covenants.

(a) Maximum Consolidated Total Leverage Ratio. As of the last day of any fiscal quarter, commencing with the fiscal quarter ending on September 30, 2022, the Borrower shall not permit the Consolidated Total Leverage Ratio for the Test Period ending on such date to be greater than 3.00:1.00.

(b) Minimum Consolidated Interest Coverage Ratio. As of the last day of any fiscal quarter, commencing with the fiscal quarter ending on September 30, 2022, the Borrower shall not permit the Consolidated Interest Coverage Ratio for the Test Period ending on such date to be less than 2.50:1.00.

(c) Equity Cure. In the event the Borrower fails to comply with any of the financial covenants set forth in this Section 6.10 as of the last day of any fiscal quarter, any cash equity contribution to the Borrower (funded with proceeds of, or contributions made in respect of, equity (other than Disqualified Capital Stock) issued by Parent or a capital contribution received by Parent or other equity issued by Parent having terms reasonably acceptable to the Administrative Agent) (the “Cure Amount”) during the last month of the applicable fiscal quarter or after the last day of such fiscal quarter but on or prior to the day that is ten (10) Business Days after the day on which financial statements are required to be delivered for that fiscal quarter (the “Cure Expiration Date”) will, at the irrevocable election of the Borrower, be included in the calculation of Consolidated EBITDAR solely for the purposes of determining compliance with the financial covenant set forth in Section 6.10(a) or Section 6.10(b), as applicable, at the end of such fiscal quarter and any subsequent period that includes such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDAR, a “Specified Equity Contribution”); provided that (a) notice of the Borrower’s intent to make a Specified Equity Contribution shall be delivered no later than ten (10) Business Days after the day on which financial statements are required to be delivered for the applicable fiscal quarter, (b) in each consecutive four (4) fiscal quarter period there will be at least two (2) fiscal quarters in which no Specified Equity Contribution is made, (c) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Borrower to be in compliance with the financial covenant set forth in Section 6.10(a) or Section 6.10(b), as applicable, (d) all Specified Equity Contributions will be disregarded for purposes of the calculation of Consolidated EBITDAR for all other purposes, including calculating basket levels, pricing and other items governed by reference to Consolidated EBITDAR, (e) there shall be no more than three (3) Specified Equity Contributions made in the aggregate after the Effective Date and (f) any Loans prepaid with the proceeds of Specified Equity Contributions shall be deemed outstanding for purposes of determining compliance with the financial covenant set forth in Section 6.10(a) or Section 6.10(b), as applicable, for the current fiscal quarter and any subsequent period that includes such fiscal quarter. So long as the Borrower is entitled to exercise an equity cure pursuant to the foregoing terms and provisions of this Section 6.10(c), from the effective date of the Borrower’s delivery to the Administrative Agent of irrevocable written notice that the Borrower shall cause a Specified Equity Contribution to be made pursuant to the terms hereof until the earlier to occur of the Cure Expiration Date and the date on which the Administrative Agent is notified that the required contribution will not be made, neither the Administrative Agent nor any Lender shall impose default interest, accelerate the Obligations, terminate the Commitments or exercise any enforcement remedy against any Loan Party or any of its Subsidiaries or any of their respective properties solely on the basis of such Event of Default with respect to the financial covenant in Section 6.10(a) or Section 6.10(b), as applicable, in respect of which such notice was delivered; provided that until timely receipt of the applicable Specified Equity Contribution, an Event of Default shall be deemed to exist for all other purposes of this Agreement, including, without limitation, Article IV and Article VI hereof and any term or provision of any Loan Document which prohibits any action to be taken by a Loan Party or any of its Restricted Subsidiaries during the existence of an Event of Default.

Section 6.11 Tax Status of the Borrower; Tax Receivable Agreement.

(a) The Borrower will not elect or take any action to become a publicly traded partnership taxable as a corporation for U.S. federal tax purposes or otherwise cease to be treated as a partnership or Disregarded Entity for U.S. federal income tax purposes.

(b) The Borrower and its Restricted Subsidiaries shall not make any payments under the Tax Receivable Agreement other than (i) distributions to Parent permitted under Section 6.07(f) and (ii) payments that are required to be made by the Borrower or its Restricted Subsidiaries thereunder and are actually due and payable at such time; provided that the Borrower and its Restricted Subsidiaries shall not make any payments under the Tax Receivable Agreement if an Event of Default has occurred and is continuing or would immediately result therefrom.

Section 6.12 Sale-Leaseback Transactions. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into any Sale-Leaseback Transaction, other than to the extent the Indebtedness and Liens in respect thereof are otherwise expressly permitted under this Agreement.

Section 6.13 Amendment of Material Documents. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, amend, supplement, waive or otherwise modify any of the provisions of (a) its certificate of incorporation, by-laws or other organizational documents in a manner materially adverse to the Lenders (provided that this Section 6.13(a) shall not apply to amendments or modifications thereto required to comply with applicable law or requirements of any Governmental Authority in such Person’s jurisdiction of incorporation, organization or formation), (b) any indenture, instrument or agreement evidencing any Material Indebtedness of the Borrower or any of its Restricted Subsidiaries if doing so would cause such Indebtedness to not be permitted under Section 6.01 (tested as if such Indebtedness were being issued or incurred at such time) or (c) the Tax Receivable Agreement if doing so would (i) materially increase the payment obligations of the Borrower and its Restricted Subsidiaries thereunder or (ii) otherwise be materially adverse to the Lenders, taken as a whole.

Section 6.14 Flag and Registry. The Borrower shall not, and shall not permit any Restricted Subsidiary to, change the flag of any Vessel and/or ship registry of any Vessel owned by the Borrower or its Restricted Subsidiaries; provided that the Borrower or any Vessel owner may change the flag or registry of any Vessel if: (a) the new flag or registry jurisdiction is an Acceptable Flag Jurisdiction, (b) to the extent the Vessel is a Collateral Vessel, then a new Collateral Vessel Mortgage shall be granted over such Vessel and (c) the Borrower shall otherwise comply with the requirements of Section 5.12(b)(iii) as if an Additional Vessel Date has occurred.

Section 6.15 Status of Parent and General Partner. Parent shall not, and shall not permit the General Partner to, (a) engage in any material operating or business activities or have any direct Subsidiaries other than the Borrower and, in the case of Parent, the General Partner; provided that the following and activities incidental thereto shall be permitted in any event: (i) Parent’s and the General Partner’s ownership of Equity Interests in the Borrower and, in the case of Parent, ownership of Equity Interests in the General Partner and, in each case, activities incidental thereto, (ii) operations or activities in connection with compensation and equity plans and related matters in respect of officers, managers, employees and directors of, and financial advisors affiliated with, the Borrower and the General Partner, as applicable, (iii) equity issuances and repurchases that would be permitted hereunder if Parent or the General Partner was the Borrower, (iv) the maintenance of Parent’s and the General Partner’s legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (v) the performance of Parent’s and the General Partner’s obligations with respect to the Loan Documents and any other Indebtedness permitted to be incurred hereunder, (vi) any public offering of Parent’s and the General Partner’s common stock or any other issuance or sale of its Equity Interests and, in each case, the redemption thereof, (vii) payment of taxes (including performance of Parent’s monetary and non-monetary obligations required under, and subject to the provisions of, the Tax Receivable Agreement), dividends, making contributions to the capital of the Borrower, extending Indebtedness to the Borrower or otherwise acting as a conduit for the transmissions of funds between any direct or indirect owner of Parent or the General Partner, as applicable, and the Borrower and guaranteeing the obligations of the Borrower, (viii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Parent and its Subsidiaries or the making and filing of any reports required by Governmental Authority, (ix) holding any cash incidental to any activities permitted under this Section 6.15, (x) providing indemnification to officers, managers, and directors, (xi) entry into by Parent or the General Partner, as applicable, of asset purchase agreements, merger agreements or similar agreements that would not otherwise be prohibited by the Loan Documents if entered into by the Borrower, and the formation and holding of “shell” Subsidiaries that only hold assets of de minimis value directly related to Parent’s or the General Partner’s, as applicable, corporate existence in order to effectuate such purchase or merger, so long as (x) substantially concurrently with the consummation of such purchase or merger, the purchased assets or the entities involved in such merger, as applicable, are directly or indirectly Wholly-Owned Subsidiaries of the Borrower or Local Content Entities and (y) such “shell” Subsidiaries do not own any Equity Interests in the Borrower and (xii) any other activities incidental to the foregoing or customary for passive holding companies or (b) (i) incur any Indebtedness or liabilities for borrowed money other than Indebtedness described in Section 6.01(a) and other liabilities incidental to the conduct of Parent’s or the General Partner’s, as applicable, business as a holding company or (ii) suffer to exist any Liens on Parent’s or the General Partner’s, as applicable, property or assets securing Indebtedness for borrowed money other than as referenced in Section 6.15(a)(v).

ARTICLE VII
EVENTS OF DEFAULT

Section 7.01 Events of Default. “Event of Default” shall mean the occurrence of any of the following events:

(a) the Borrower shall fail to pay any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;

(b) the Borrower shall fail to pay any reimbursement obligation in respect of any LC Disbursement or any interest on any Loan or any fee or any other amount (other than an amount referred to in Section 7.01(a)) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three (3) Business Days;

(c) any representation or warranty made or deemed made by or on behalf of Parent, the General Partner, the Borrower or any Subsidiary in or in connection with this Agreement, any other Loan Document, or any amendment or modification hereof or thereof or waiver hereunder or thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement, any other Loan Document, or any amendment or modification hereof or thereof or waiver hereunder or thereunder, shall prove to have been incorrect in any material respect when made or deemed made;

(d) Parent, the General Partner or any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02, 5.03 (with respect to existence), 5.09 or 5.12 or in Article VI (subject to Section 6.10(c));

(e) Parent, the General Partner or any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in Section 7.01 (a), (b), (c) or (d)) or any other Loan Document, and such failure shall continue unremedied for a period of thirty (30) days after the earlier to occur of (i) a Responsible Officer of Parent, the General Partner, the Borrower or any other Loan Party having knowledge of such default or (ii) written notice thereof from the Administrative Agent to the Borrower;

(f) Parent, the General Partner, the Borrower or any Restricted Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable (after giving effect to any cure or grace periods);

(g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both (after giving effect to any cure or grace periods)) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this Section 7.01(g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness;

(h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of Parent, the General Partner, any Loan Party or any other Restricted Subsidiary that is not an Immaterial Subsidiary or its debts, or of a substantial part of its assets, under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Parent, the General Partner, any Loan Party or any other Restricted Subsidiary that is not an Immaterial Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered;

(i) Parent, the General Partner, any Loan Party or any other Restricted Subsidiary that is not an Immaterial Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 7.01(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Parent, the General Partner, any Loan Party or any other Restricted Subsidiary that is not an Immaterial Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;

(j) Parent, the General Partner, any Loan Party or any other Restricted Subsidiary that is not an Immaterial Subsidiary shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;

(k) one or more judgments for the payment of money in an aggregate amount in excess of $50,000,000 shall be rendered against Parent, the General Partner, the Borrower, any Restricted Subsidiary or any combination thereof and the same shall remain undischarged for a period of thirty (30) consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of Parent, the General Partner, the Borrower or any Restricted Subsidiary to enforce any such judgment;

(l) an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;

(m) a Change in Control shall occur; or

(n) (i) any material provision of any Loan Document shall for any reason be asserted in writing by Parent, the General Partner, the Borrower or any Guarantor not to be a legal, valid and binding obligation of any party thereto, (ii) any security interest purported to be created by any Collateral Document with respect to the Collateral that is material to the Loan Parties, taken as a whole, shall cease to be, or shall be asserted in writing by Parent, the General Partner, the Borrower or any Guarantor not to be, a valid and perfected security interest (having the priority required by this Agreement or the relevant Collateral Document) in the securities, assets or properties covered thereby or (iii) the Guarantees pursuant to the Loan Documents by any Guarantor of any of the Obligations shall cease to be in full force and effect (other than in accordance with the terms hereof or thereof), or shall be asserted in writing by the Borrower or any Guarantor not to be in effect or not to be legal, valid and binding obligations.

Section 7.02 Remedies Upon an Event of Default. If an Event of Default occurs (other than an event with respect to the Borrower described in Sections 7.01(h) or 7.01(i)), and at any time thereafter during the continuance of such Event of Default, the Administrative Agent may with the consent of the Required Lenders, and shall at the request of the Required Lenders, by notice to the Borrower, take any or all of the following actions, at the same or different times:

(a) terminate the Commitments, and thereupon the Commitments shall terminate immediately;

(b) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued and unpaid interest thereon and all fees and other obligations of the Borrower accrued hereunder and under any other Loan Document, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower;

(d) exercise on behalf of itself, the Lenders and the Issuing Banks all rights and remedies available to it, the Lenders and the Issuing Banks under the Loan Documents and applicable law.

If an Event of Default described in Sections 7.01(h) or 7.01(i) occurs with respect to the Borrower, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder and under any other Loan Document including any break funding payment, shall automatically become due and payable, and the obligation of the Borrower to cash collateralize the LC Exposure as provided in clause (c) above shall automatically become effective, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

In addition to any other rights and remedies granted to the Administrative Agent, the Issuing Banks and the Lenders in the Loan Documents, the Administrative Agent on behalf of the Issuing Banks and the Lenders may exercise all rights and remedies of a secured party under the New York Uniform Commercial Code or any other applicable law. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived by each of Parent and the Borrower, on behalf of itself and its Subsidiaries), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, or consent to the use by any Loan Party of any cash collateral arising in respect of the Collateral on such terms as the Administrative Agent deems reasonable, and/or may forthwith sell, lease, assign, give an option or options to purchase or otherwise dispose of and deliver, or acquire by credit bid on behalf of the Issuing Banks and the Lenders, the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Issuing Bank or Lender or elsewhere, upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery, all without assumption of any credit risk. The Administrative Agent or any Issuing Bank or Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Loan Party, which right or equity is hereby waived and released by each of Parent and the Borrower on behalf of itself and its Subsidiaries. Each of Parent and the Borrower further agrees on behalf of itself and its Subsidiaries, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at the premises of the Borrower, another Loan Party or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Article VII, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any other way relating to the Collateral or the rights of the Administrative Agent, the Issuing Banks and the Lenders hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Administrative Agent may elect, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York Uniform Commercial Code, need the Administrative Agent account for the surplus, if any, to Parent or any Loan Party. To the extent permitted by applicable law, each of Parent and the Borrower, on behalf of itself and its Subsidiaries, waives all Liabilities it may acquire against the Administrative Agent, any Issuing Bank or any Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale or other disposition.

Section 7.03 Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Administrative Agent by the Borrower or the Required Lenders:

(a) all payments received on account of the Obligations shall, subject to Section 2.21, be applied by the Administrative Agent as follows:

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(i) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 9.03 and amounts pursuant to Section 2.13(c) payable to the Administrative Agent in its capacity as such);

(ii) second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal, reimbursement obligations in respect of LC Disbursements, interest and Letter of Credit fees) payable to the Lenders and the Issuing Banks (including fees and disbursements and other charges of counsel to the Lenders and the Issuing Banks payable under Section 9.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them;

(iii) third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit fees and charges and interest on the Loans and unreimbursed LC Disbursements and any fees, premiums and scheduled periodic payments due under Specified Cash Management Agreements or Specified Swap Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause (iii) payable to them;

(iv) fourth, (A) to payment of that portion of the Obligations constituting unpaid principal of the Loans, unreimbursed LC Disbursements, and any breakage, termination or other payments under any Specified Cash Management Agreements or Specified Swap Agreements and (B) to cash collateralize that portion of LC Exposure comprising the undrawn amount of Letters of Credit to the extent not otherwise cash collateralized by the Borrower pursuant to Section 2.06 or 2.21, ratably among the Secured Parties in proportion to the respective amounts described in this clause (iv) payable to them; provided that (x) any such amounts applied pursuant to subclause (B) above shall be paid to the Administrative Agent for the ratable account of the applicable Issuing Banks to cash collateralize Obligations in respect of Letters of Credit, (y) subject to Section 2.06 or 2.21, amounts used to cash collateralize the aggregate amount of Letters of Credit pursuant to this clause (iv) shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit (without any pending drawings), the pro rata share of cash collateral shall be distributed to the other Obligations, if any, in the order set forth in this Section 7.03;

(v) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent and the other Secured Parties based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and

(vi) finally, the balance, if any, after all Obligations (other than contingent obligations for which no claim has been asserted) have been indefeasibly paid in full, to the Borrower or as otherwise required by law; and

(b) if any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired (without any pending drawings), such remaining amount shall be applied to the other Obligations, if any, in the order set forth in clause (a) above.

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ARTICLE VIII
THE ADMINISTRATIVE AGENT

Section 8.01 Authorization and Action.

(a) Each Lender and each Issuing Bank (including, in each case, in its capacity as a holder of any Specified Swap Agreement Obligations and/or Specified Cash Management Obligations) hereby irrevocably appoints the entity named as Administrative Agent in the heading of this Agreement and its successors and assigns to serve as the administrative agent under the Loan Documents and each Lender and each Issuing Bank authorizes the Administrative Agent to take such actions as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent under such agreements and to exercise such powers as are reasonably incidental thereto. In addition, to the extent required under the laws of any jurisdiction other than within the United States, each Lender and each Issuing Bank (including, in each case, in its capacity as a holder of any Specified Swap Agreement Obligations and/or Specified Cash Management Obligations) hereby grants to the Administrative Agent any required powers of attorney to execute and enforce any Collateral Document governed by the laws of such jurisdiction on such Lender’s or such Issuing Bank’s behalf. Without limiting the foregoing, each Lender and each Issuing Bank (including, in each case, in its capacity as a holder of any Specified Swap Agreement Obligations and/or Specified Cash Management Obligations) hereby authorizes the Administrative Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the Administrative Agent is a party, and to exercise all rights, powers and remedies that the Administrative Agent may have under such Loan Documents. Each Lender and each Issuing Bank (including, in each case, in its capacity as a holder of any Specified Swap Agreement Obligations and/or Specified Cash Management Obligations) hereby authorizes the Administrative Agent to enter into any subordination agreement or intercreditor agreement or arrangement permitted under this Agreement, and any amendment, modification, supplement or joinder with respect thereto, and each Lender and each Issuing Bank hereby acknowledges that any such intercreditor agreement (or amendment, modification, supplement or joinder) is binding upon such Lender and each Issuing Bank, as applicable. Each Lender and each Issuing Bank (including, in each case, in its capacity as a holder of any Specified Swap Agreement Obligations and/or Specified Cash Management Obligations) agrees that (a) no Secured Party (other than the Administrative Agent) shall have the right individually to seek to realize upon or enforce the security granted by, or to exercise rights or remedies under, any Collateral Document or any Guarantee provided under any Loan Document, it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the Secured Parties upon the terms of the Loan Documents, and (b) in the event that any Collateral is now or hereafter pledged by or otherwise subject to a Lien granted by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties, including each holder of any Specified Swap Agreement Obligations and each holder of any Specified Cash Management Obligations.

(b) As to any matters not expressly provided for herein and in the other Loan Documents (including enforcement or collection), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, pursuant to the terms in the Loan Documents), and, unless and until revoked in writing, such instructions shall be binding upon each Lender and each Issuing Bank; provided, however, that the Administrative Agent shall not be required to take any action that (i) the Administrative Agent in good faith believes exposes it to liability unless the Administrative Agent receives an indemnification and is exculpated in a manner satisfactory to it from the Lenders and the Issuing Banks with respect to such action or (ii) is contrary to this Agreement or any other Loan Document or applicable law, including any action that may be in violation of the automatic stay under any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors; provided, further, that the Administrative Agent may seek clarification or direction from the Required Lenders prior to the exercise of any such instructed action and may refrain from acting until such clarification or direction has been provided. Except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, any Subsidiary or any Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Nothing in this Agreement shall require the Administrative Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

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(c) In performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on behalf of the Lenders and the Issuing Banks (except in limited circumstances expressly provided for herein relating to the maintenance of the Register), and its duties are entirely mechanical and administrative in nature. Without limiting the generality of the foregoing:

(i) the Administrative Agent does not assume and shall not be deemed to have assumed any obligation or duty or any other relationship as the agent, fiduciary or trustee of or for any Lender or Issuing Bank or any other Secured Party other than as expressly set forth herein and in the other Loan Documents, regardless of whether a Default or an Event of Default has occurred and is continuing (and it is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document with reference to the Administrative Agent is not intended to connote any fiduciary duty or other implied (or express) obligations arising under agency doctrine of any applicable law, and that such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties); additionally, each Lender and each Issuing Bank agrees that it will not assert any claim against the Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement and/or the transactions contemplated hereby;

(ii) where the Administrative Agent is required or deemed to act as a trustee in respect of any Collateral over which a security interest has been created pursuant to a Loan Document expressed to be governed by the laws of the United Kingdom, or is required or deemed to hold any Collateral “on trust” pursuant to the foregoing, the obligations and liabilities of the Administrative Agent to the Secured Parties in its capacity as trustee shall be excluded to the fullest extent permitted by applicable law;

(iii) to the extent that English law is applicable to the duties of the Administrative Agent under any of the Loan Documents, Section 1 of the Trustee Act 2000 of the United Kingdom shall not apply to the duties of the Administrative Agent in relation to the trusts constituted by that Loan Document; where there are inconsistencies between the Trustee Act 1925 or the Trustee Act 2000 of the United Kingdom and the provisions of this Agreement or such Loan Document, the provisions of this Agreement shall, to the extent permitted by applicable law, prevail and, in the case of any inconsistency with the Trustee Act 2000 of the United Kingdom, the provisions of this Agreement shall constitute a restriction or exclusion for the purposes of that Act; and

(iv) nothing in this Agreement or any Loan Document shall require the Administrative Agent to account to any Lender or any Issuing Bank for any sum or the profit element of any sum received by the Administrative Agent for its own account;

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(d) The Administrative Agent may perform any of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any of their respective duties and exercise their respective rights and powers through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities pursuant to this Agreement. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agent.

(e) No Arranger shall have obligations or duties whatsoever in such capacity under this Agreement or any other Loan Document and shall incur no liability hereunder or thereunder in such capacity, but all such persons shall have the benefit of the indemnities provided for hereunder.

(f) In case of the pendency of any proceeding with respect to Parent, the General Partner or any Loan Party under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of any Loan or any other amount shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:

(i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Disbursements and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Banks and the Administrative Agent (including any claim under Sections 2.13, 2.14, 2.16, 2.18 and 9.03) allowed in such judicial proceeding; and

(ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such proceeding is hereby authorized by each Lender, each Issuing Bank and each other Secured Party to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, the Issuing Banks or the other Secured Parties, to pay to the Administrative Agent any amount due to it, in its capacity as the Administrative Agent, under the Loan Documents (including under Section 9.03). Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or Issuing Bank or to authorize the Administrative Agent to vote in respect of the claim of any Lender or Issuing Bank in any such proceeding.

(g) The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Banks, and, except solely to the extent of the Borrower’s rights to consent pursuant to and subject to the conditions set forth in this Article, none of the Borrower or any Subsidiary, or any of their respective Affiliates, shall have any rights as a third party beneficiary under any such provisions. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Obligations provided under the Loan Documents, to have agreed to the provisions of this Article.

Section 8.02 Administrative Agent’s Reliance, Limitation of Liability, Etc.

(a) Neither the Administrative Agent nor any of its Related Parties shall be (i) liable for any action taken or omitted to be taken by such party, the Administrative Agent or any of its Related Parties under or in connection with this Agreement or the other Loan Documents (A) with the consent of or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in the Loan Documents) or (B) in the absence of its own gross negligence or willful misconduct (such absence to be presumed unless otherwise determined by a court of competent jurisdiction by a final and non-appealable judgment) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by Parent, the General Partner or any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document (including, for the avoidance of doubt, in connection with the Administrative Agent’s reliance on any Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page) or for any failure of Parent, the General Partner or any Loan Party to perform its obligations hereunder or thereunder.

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(b) The Administrative Agent shall be deemed not to have knowledge of any (i) notice of any of the events or circumstances set forth or described in Section 5.02 unless and until written notice thereof stating that it is a “notice under Section 5.02” in respect of this Agreement and identifying the specific clause under said Section is given to the Administrative Agent by the Borrower, or (ii) notice of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of Default” or a “notice of an Event of Default”) is given to the Administrative Agent by the Borrower, a Lender or an Issuing Bank. Further, the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (A) any statement, warranty or representation made in or in connection with any Loan Document, (B) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (C) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document or the occurrence of any Default or Event of Default, (D) the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (E) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items (which on their face purport to be such items) expressly required to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative Agent or (F) the creation, perfection or priority of Liens on the Collateral. Notwithstanding anything herein to the contrary, the Administrative Agent shall not be liable for, or be responsible for any Liabilities, costs or expenses suffered by Parent, the General Partner, the Borrower, any of its Subsidiaries, any Lender or any Issuing Bank as a result of, any determination of the Revolving Credit Exposure, any of the component amounts thereof or any portion thereof attributable to each Lender or Issuing Bank.

(c) Without limiting the foregoing, the Administrative Agent (i) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 9.04, (ii) may rely on the Register to the extent set forth in Section 9.04(b), (iii) may consult with legal counsel (including counsel to the Borrower), independent public accountants and other experts selected by it, and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts, (iv) makes no warranty or representation to any Lender or Issuing Bank and shall not be responsible to any Lender or Issuing Bank for any statements, warranties or representations made by or on behalf of Parent, the General Partner or any Loan Party in connection with this Agreement or any other Loan Document, (v) in determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, may presume that such condition is satisfactory to such Lender or Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such Lender or Issuing Bank sufficiently in advance of the making of such Loan or the issuance of such Letter of Credit and (vi) shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any notice, consent, certificate or other instrument or writing (which writing may be a fax, any electronic message, Internet or intranet website posting or other distribution) or any statement made to it orally or by telephone and believed by it to be genuine and signed or sent or otherwise authenticated by the proper party or parties (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof).

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Section 8.03 Posting of Communications.

(a) Each of Parent and the Borrower agrees that the Administrative Agent may, but shall not be obligated to, make any Communications available to the Lenders and the Issuing Banks by posting the Communications on IntraLinks™, DebtDomain, SyndTrak, ClearPar or any other electronic platform chosen by the Administrative Agent to be its electronic transmission system (the “Approved Electronic Platform”).

(b) Although the Approved Electronic Platform and its primary web portal are secured with generally-applicable security procedures and policies implemented or modified by the Administrative Agent from time to time (including, as of the Effective Date, a user ID/password authorization system) and the Approved Electronic Platform is secured through a per-deal authorization method whereby each user may access the Approved Electronic Platform only on a deal-by-deal basis, each of the Lenders, each of the Issuing Banks, Parent and the Borrower acknowledges and agrees that the distribution of material through an electronic medium is not necessarily secure, that the Administrative Agent is not responsible for approving or vetting the representatives or contacts of any Lender that are added to the Approved Electronic Platform, and that there may be confidentiality and other risks associated with such distribution. Each of the Lenders, each of the Issuing Banks, Parent and the Borrower hereby approves distribution of the Communications through the Approved Electronic Platform and understands and assumes the risks of such distribution.

(c) THE APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE APPLICABLE PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE APPROVED ELECTRONIC PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE APPLICABLE PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT, ANY ARRANGER OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, “APPLICABLE PARTIES”) HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER, ANY ISSUING BANK OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET OR THE APPROVED ELECTRONIC PLATFORM.

“Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of Parent, the General Partner or any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender or any Issuing Bank by means of electronic communications pursuant to this Section, including through an Approved Electronic Platform.

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(d) Each Lender and each Issuing Bank agrees that notice to it (as provided in the next sentence) specifying that Communications have been posted to the Approved Electronic Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents. Each Lender and Issuing Bank agrees (i) to notify the Administrative Agent in writing (which could be in the form of electronic communication) from time to time of such Lender’s or Issuing Bank’s (as applicable) email address to which the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such email address.

(e) Each of the Lenders, each of the Issuing Banks, Parent and the Borrower agrees that the Administrative Agent may, but (except as may be required by applicable law) shall not be obligated to, store the Communications on the Approved Electronic Platform in accordance with the Administrative Agent’s generally applicable document retention procedures and policies.

(f) Nothing herein shall prejudice the right of the Administrative Agent, any Lender or any Issuing Bank to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.

Section 8.04 The Administrative Agent Individually. With respect to its Commitment, Loans, Letter of Credit Commitments and Letters of Credit, the Person serving as the Administrative Agent shall have and may exercise the same rights and powers hereunder and is subject to the same obligations and liabilities as and to the extent set forth herein for any other Lender or Issuing Bank, as the case may be. The terms “Issuing Banks”, “Lenders”, “Required Lenders” and any similar terms shall, unless the context clearly otherwise indicates, include the Administrative Agent in its individual capacity as a Lender, Issuing Bank or as one of the Required Lenders, as applicable. The Person serving as the Administrative Agent and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of banking, trust or other business with, the Borrower, any Subsidiary or any Affiliate of any of the foregoing as if such Person was not acting as the Administrative Agent and without any duty to account therefor to the Lenders or the Issuing Banks.

Section 8.05 Successor Administrative Agent.

(a) The Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Lenders, the Issuing Banks and the Borrower, whether or not a successor Administrative Agent has been appointed. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent, which shall be a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject to the prior written approval of the Borrower (which approval may not be unreasonably withheld and shall not be required while an Event of Default has occurred and is continuing). Upon the acceptance of any appointment as Administrative Agent by a successor Administrative Agent, such successor Administrative Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Administrative Agent. Upon the acceptance of appointment as Administrative Agent by a successor Administrative Agent, the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents.

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(b) Notwithstanding Section 8.05(a), in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents; provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties, and continue to be entitled to the rights set forth in such Collateral Document and Loan Document, and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this Section 8.05 (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest), and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article VIII and Section 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent and in respect of the matters referred to in the proviso under clause (i) above. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor.

Section 8.06 Acknowledgements of Lenders and Issuing Banks.

(a) Each Lender and each Issuing Bank represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility, (ii) it is engaged in making, acquiring or holding commercial loans and in providing other facilities set forth herein as may be applicable to such Lender or Issuing Bank, in each case in the ordinary course of business, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument (and each Lender and each Issuing Bank agrees not to assert a claim in contravention of the foregoing), (iii) it has, independently and without reliance upon the Administrative Agent, any Arranger, or any other Lender or Issuing Bank, or any of the Related Parties of any of the foregoing, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder and (iv) it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such Issuing Bank, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities. Each Lender and each Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent, any Arranger or any other Lender or Issuing Bank, or any of the Related Parties of any of the foregoing, and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning the Borrower and its Affiliates) as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

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(b) Each Lender, by delivering its signature page to this Agreement on the Effective Date, or delivering its signature page to an Assignment and Assumption or any other Loan Document pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Effective Date.

(c) (i) Each Lender and each Issuing Bank hereby agrees that (x) if the Administrative Agent notifies such Lender or such Issuing Bank that the Administrative Agent has determined in its sole discretion that any funds received by such Lender or such Issuing Bank from the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender or such Issuing Bank (whether or not known to such Lender or such Issuing Bank), and demands the return of such Payment (or a portion thereof), such Lender or such Issuing Bank shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender or such Issuing Bank to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Lender or such Issuing Bank shall not assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative Agent to any Lender or any Issuing Bank under this Section 8.06(c) shall be conclusive, absent manifest error.

(ii) Each Lender and each Issuing Bank hereby further agrees that if it receives a Payment from the Administrative Agent or any of its Affiliates (x) that is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or any of its Affiliates) with respect to such Payment (a “Payment Notice”) or (y) that was not preceded or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. Each Lender and each Issuing Bank agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Lender or such Issuing Bank shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender or such Issuing Bank to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect.

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(iii) The Borrower and each other Loan Party hereby agrees that (x) in the event an erroneous Payment (or portion thereof) are not recovered from any Lender or any Issuing Bank that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights of such Lender or such Issuing Bank with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other Loan Party; provided that this Section 8.06 shall not be interpreted to increase (or accelerate the due date for), or have the effect of increasing (or accelerating the due date for), the Obligations of the Borrower or any other Loan Party relative to the amount (and/or timing for payment) of the Obligations that would have been payable had such erroneous Payment (or portion thereof) not been made by the Administrative Agent; provided, further, that, for the avoidance of doubt, immediately preceding clauses (x) and (y) shall not apply to the extent any such erroneous Payment (or portion thereof) is, and solely with respect to the amount of such erroneous Payment (or portion thereof) that is, comprised of funds received by the Administrative Agent from the Borrower or any other Loan Party for the purpose of paying, prepaying, repaying, discharging or otherwise satisfying any Obligations owed by the Borrower or any other Loan Party.

(iv) Each party’s obligations under this Section 8.06(c) shall survive the resignation or replacement of the Administrative Agent or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations under any Loan Document.

Section 8.07 Collateral Matters.

(a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof.

(b) In furtherance of the foregoing and not in limitation thereof, no arrangements in respect of any Specified Swap Agreement Obligations or any Specified Cash Management Obligations will create (or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of Parent, the General Partner or any Loan Party under any Loan Document. By accepting the benefits of the Collateral, each Secured Party that is a party to any such arrangement in respect of any Specified Swap Agreement Obligations or any Specified Cash Management Obligations, as applicable, shall be deemed to have appointed the Administrative Agent to serve as administrative agent under the Loan Documents and agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this paragraph.

(c) The Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion, to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(a). The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon or any certificate prepared by Parent, the General Partner or any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders or any other Secured Party for any failure to monitor or maintain any portion of the Collateral.

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Section 8.08 Credit Bidding. The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Obligations (including by accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Sections 363, 1123 or 1129 of the Bankruptcy Code, or any similar laws in any other jurisdictions to which Parent, the General Partner or any Loan Party is subject, or (b) at any other sale, foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable law. In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid by the Administrative Agent at the direction of the Required Lenders on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that shall vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) for the asset or assets so purchased (or for the equity interests or debt instruments of the acquisition vehicle or vehicles that are issued in connection with such purchase). In connection with any such bid, (i) the Administrative Agent shall be authorized to form one or more acquisition vehicles and to assign any successful credit bid to such acquisition vehicle or vehicles, (ii) each of the Secured Parties’ ratable interests in the Obligations which were credit bid shall be deemed without any further action under this Agreement to be assigned to such vehicle or vehicles for the purpose of closing such sale, (iii) the Administrative Agent shall be authorized to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or equity interests thereof, shall be governed, directly or indirectly, by, and the governing documents shall provide for, control by the vote of the Required Lenders or their permitted assignees under the terms of this Agreement or the governing documents of the applicable acquisition vehicle or vehicles, as the case may be, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in Section 9.02), (iv) the Administrative Agent on behalf of such acquisition vehicle or vehicles shall be authorized to issue to each of the Secured Parties, ratably on account of the relevant Obligations which were credit bid, interests, whether as equity, partnership interests, limited partnership interests or membership interests, in any such acquisition vehicle and/or debt instruments issued by such acquisition vehicle, all without the need for any Secured Party or acquisition vehicle to take any further action, and (v) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of Obligations credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Secured Parties pro rata with their original interest in such Obligations and the equity interests and/or debt instruments issued by any acquisition vehicle on account of such Obligations shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action. Notwithstanding that the ratable portion of the Obligations of each Secured Party are deemed assigned to the acquisition vehicle or vehicles as set forth in clause (ii) above, each Secured Party shall execute such documents and provide such information regarding the Secured Party (and/or any designee of the Secured Party which will receive interests in or debt instruments issued by such acquisition vehicle) as the Administrative Agent may reasonably request in connection with the formation of any acquisition vehicle, the formulation or submission of any credit bid or the consummation of the transactions contemplated by such credit bid.

Section 8.09 Certain ERISA Matters.

(a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of Parent, the General Partner, the Borrower or any other Loan Party, that at least one of the following is and will be true:

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(i) such Lender is not using “plan assets” (within the meaning of the Plan Asset Regulations) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments,

(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,

(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or

(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

(b) In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of Parent, the General Partner, the Borrower or any other Loan Party, that none of the Administrative Agent, or any Arranger or any of their respective Affiliates is a fiduciary with respect to the Collateral or the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related to hereto or thereto).

(c) The Administrative Agent and each Arranger hereby informs the Lenders that each such Person is not undertaking to provide investment advice or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments, this Agreement and any other Loan Documents (ii) may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.

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ARTICLE IX
MISCELLANEOUS

Section 9.01 Notices.

(a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to clause (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

(i) if to Parent or the Borrower, to it at 2445 Technology Forest Blvd., Level 6, The Woodlands, TX 77381, Attention of ;

(ii) if to the Administrative Agent, to JPMorgan Chase Bank, N.A., 500 Stanton Christiana Road, NCC5 / 1st Floor, Newark, DE 19713, Attention: Loan & Agency Services Group, Ben Outten and Barbie Porter (Telecopy No. 302-634-4733, Phone No. 302-634-8712 and email address: 12012443630@tls.ldsprod.com; Benjamin.Outten@chase.com; and barbie.porter@chase.com);

(iii) if to an Issuing Bank, to it at:

(A) in the case of JPMorgan Chase Bank, N.A., 10420 Highland Manor Dr. 4th Floor, Tampa, FL 33610, Attention: Standby LC Unit (Telecopy No. 856-294-5267, Phone No. 800-364-1969 and email address: GTS.Client.Services@jpmchase.com) with a copy to JPMorgan Chase Bank, N.A., 500 Stanton Christiana Road, NCC5 / 1st Floor, Newark, DE 19713, Attention: Loan & Agency Services Group (Telecopy No. 302-634-4733, Phone No. 302-634-8712 and email address: 12012443630@tls.ldsprod.com; Benjamin.Outten@chase.com; and barbie.porter@chase.com),

(B) in the case of Barclays Bank PLC, New York Branch, 745 Seventh Avenue, New York, NY 10019, Attention of BDM LC Support / Letters of Credit Department, (Telecopy No. 212-412-5011, Phone No. 212-320-7534 and email address: xraBDMLCSUPPORT@barclays.com and xraletterofcredit@barclays.com),

(C) in the case of Morgan Stanley Bank, NA., 1585 Broadway, New York, New York 10036, Attention of Letter of Credit Unit (Telecopy No. 212-507-5010, Phone No. 443-627-4555 and email address: MSB.LOC@morganstanley.com),

(D) in the case of Wells Fargo Bank, National Association, 1000 Louisiana Street, 12th Floor, Houston, TX 77002, Attention of Nathan Starr (Telecopy No. 713-319-1053, Phone No. 713-818-8932 and email address: Nathan.Starr@wellsfargo.com), and

(E) in the case of BOKF, NA dba Bank of Oklahoma., One Williams Center-Plaza East, Tulsa, OK 74172, Attention: International Dept., Fax: 918-588-6026, Email: tradefinance@BOKF.com, Phone: 918-588-6649;

(iv) if to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.

(b) Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through Approved Electronic Platforms, to the extent provided in clause (d) below, shall be effective as provided in said clause (d).

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(c) Notices and other communications to Parent, the General Partner, the Borrower, any Loan Party, the Lenders and the Issuing Banks hereunder may be delivered or furnished by using Approved Electronic Platforms pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

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

(e) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto.

Section 9.02 Waivers; Amendments.

(a) No failure or delay by the Administrative Agent, any Issuing Bank or any Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Banks and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by Section 9.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time.

(b) Subject to Section 2.15(b) and (c) and Section 9.02(c) below, neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby, (iv) change the last two sentences of Section 2.09(c) or change Section 2.19(b) or (c) in a manner that would alter the ratable reduction of Commitments or the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) change the payment waterfall provisions of Section 2.21(b) or 7.03 without the written consent of each Lender, (vi) release all or substantially all of the value of the Guarantees of the Guarantors under the Guaranty and Collateral Agreement or all or substantially all of the Collateral (except as expressly provided for in the Loan Documents), without the written consent of each Lender, (vii) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender or (viii) permit Loans in any currency other than Dollars without the written consent of each Lender; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Banks hereunder without the prior written consent of the Administrative Agent or the Issuing Banks, as the case may be; and provided, further, that no such agreement shall amend or modify the provisions of Section 2.06 without the prior written consent of the Administrative Agent and the Issuing Banks.

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(c) Notwithstanding the foregoing, any Loan Document may be amended, modified, supplemented or waived with the written consent of the Administrative Agent and the Borrower without the need to obtain the consent of any Lender if such amendment, modification, supplement or waiver is executed and delivered in order to (i) cure an ambiguity, omission, mistake or defect in such Loan Document, (ii) make administrative and operational changes not adverse to any Lender or (iii) adhere to local law or the reasonable advice of local counsel; provided, that in connection with this paragraph (c), in no event will the Administrative Agent be required to substitute its judgment for the judgment of the Lenders or the Required Lenders, as applicable, and the Administrative Agent may in all circumstances seek the approval of the Required Lenders or all Lenders, as applicable, in connection with any such amendment, modification, supplement or waiver.

(d) Notwithstanding the foregoing, without the consent of any Lender, the Borrower and the Administrative Agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law.

Section 9.03 Expenses; Limitation of Liability; Indemnity, Etc.

(a) Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Arrangers and their respective Affiliates including the reasonable and documented fees, disbursements and other charges of one counsel for the Administrative Agent, the Arrangers and their respective Affiliates as a whole, one local counsel in each applicable jurisdiction (including any relevant non-U.S. jurisdiction) for the Administrative Agent, the Arrangers and their respective Affiliates as a whole and one special maritime counsel for the Administrative Agent, the Arrangers and their respective Affiliates as a whole), in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all documented out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank or any Lender (including the reasonable and documented fees, disbursements and other charges of any counsel for the Administrative Agent, any Issuing Bank or any Lender) in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section 9.03, or in connection with the Loans made or Letters of Credit issued hereunder, including all such documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

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(b) Limitation of Liability. To the extent permitted by applicable law (i) Parent, the General Partner, the Borrower and any Loan Party shall not assert, and Parent, the General Partner, the Borrower and each Loan Party hereby waives, any claim against the Administrative Agent, any Arranger, any Issuing Bank and any Lender, and any Related Party of any of the foregoing Persons (each such Person being called a “Lender-Related Person”) for any Liabilities arising from the use by others of information or other materials (including, without limitation, any personal data) obtained through telecommunications, electronic or other information transmission systems (including the Internet), and (ii) no party hereto shall assert, and each such party hereby waives, any Liabilities against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that, nothing in this Section 9.03(b) shall relieve Parent, the General Partner, the Borrower and each other Loan Party of any obligation it may have to indemnify an Indemnitee, as provided in Section 9.03(c), against any special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party.

(c) Indemnity. The Borrower shall indemnify the Administrative Agent, each Arranger, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all Liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby, (ii) the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (iii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iv) any actual or alleged presence or release of Hazardous Materials on or from any property (including Vessels) owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (v) any actual or prospective Proceeding relating to any of the foregoing, whether or not such Proceeding is brought by Parent, the General Partner, the Borrower or any other Loan Party or its or their respective equity holders, Affiliates, creditors or any other third Person and whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence or willful misconduct of such Indemnitee. This Section 9.03(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim.

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(d) Lender Reimbursement. Each Lender severally agrees to pay any amount required to be paid by the Borrower under paragraphs (a), (b) or (c) of this Section 9.03 to the Administrative Agent, each Issuing Bank, and each Related Party of any of the foregoing Persons (each, an “Agent-Related Person”) (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Applicable Percentage in effect on the date on which such payment is sought under this Section (or, if such payment is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), and agrees to indemnify and hold each Agent-Related Person harmless from and against any and all Liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent-Related Person in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent-Related Person under or in connection with any of the foregoing; provided that the unreimbursed expense or Liability or related expense, as the case may be, was incurred by or asserted against such Agent-Related Person in its capacity as such; provided further that no Lender shall be liable for the payment of any portion of such Liabilities, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted primarily from such Agent-Related Person’s gross negligence or willful misconduct. The agreements in this Section 9.03 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

(e) Payments. All amounts due under this Section 9.03 shall be payable not later than two (2) Business Days after written demand therefor.

Section 9.04 Successors and Assigns.

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of an Issuing Bank that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 9.04. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of an Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in Section 9.04(c)) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)

(i) Subject to the conditions set forth in Section 9.04(b)(ii) below, any Lender may assign to one or more Persons (other than an Ineligible Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment, participations in Letters of Credit and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of:

(A) the Borrower; provided that, the Borrower shall be deemed to have consented to an assignment of all or a portion of the Loans and Commitments of such Lender unless it shall have objected thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee (other than an Ineligible Institution);

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(B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment to an assignee that is a Lender (other than a Defaulting Lender), an Affiliate of a Lender, or an Approved Fund; and

(C) each Issuing Bank; provided that no consent of any Issuing Bank shall be required for an assignment to an assignee that is a Lender (other than a Defaulting Lender), an Affiliate of a Lender, or an Approved Fund.

(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 and shall be in integral multiples of $1,000,000 in excess thereof unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;

(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement; provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of its Commitments or Loans;

(C) the parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and Assumption or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, together with a processing and recordation fee of $3,500; and

(D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about Parent, the General Partner, the Borrower, the Loan Parties and their related parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

For the purposes of this Section 9.04(b), the term “Approved Fund” and “Ineligible Institution” have the following meanings:

“Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Ineligible Institution” means (a) a natural person, (b) a Defaulting Lender or its Lender Parent, (c) a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or relative(s) thereof, (d) any Disqualified Institution or (e) the Borrower or any of its Affiliates; provided that, with respect to clause (c), such holding company, investment vehicle or trust shall not constitute an Ineligible Institution if it (i) has not been established for the primary purpose of acquiring any Loans or Commitments, (ii) is managed by a professional advisor, who is not such natural person or a relative thereof, having significant experience in the business of making or purchasing commercial loans, and (iii) has assets greater than $25,000,000 and a significant part of its activities consist of making or purchasing commercial loans and similar extensions of credit in the ordinary course of its business.

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(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.16, 2.17, 2.18 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

(iv) The Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, any Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(v) Upon its receipt of (i) a duly completed Assignment and Assumption executed by an assigning Lender and an assignee or (ii) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.06(d) or (e), 2.07(b), 2.18(d) or 9.03(d), the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

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(c) Any Lender may, without the consent of, or notice to, the Borrower, the Administrative Agent or the Issuing Banks, sell participations to one or more banks or other entities (a “Participant”), other than an Ineligible Institution, in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged; (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; and (iii) the Borrower, the Administrative Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Section 2.16, 2.17 and 2.18 (subject to the requirements and limitations therein, including the requirements under Sections 2.18(f) and (g) (it being understood that the documentation required under Section 2.18(f) shall be delivered to the participating Lender and the information and documentation required under Section 2.18(g) will be delivered to the Borrower and the Administrative Agent)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 9.04(b); provided that such Participant (A) agrees to be subject to the provisions of Section 2.20 as if it were an assignee under Section 9.04(b); and (B) shall not be entitled to receive any greater payment under Section 2.16 or 2.18, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.20(b) with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.19(c) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(e) Disqualified Institutions.

(i) No assignment or participation shall be made to any Person that was a Disqualified Institution as of the date (the “Trade Date”) on which the assigning Lender entered into a binding agreement to sell and assign all or a portion of its rights and obligations under this Agreement to such Person (unless the Borrower has consented to such assignment in writing in its sole and absolute discretion, in which case such Person will not be considered a Disqualified Institution for the purpose of such assignment or participation). For the avoidance of doubt, with respect to any assignee that becomes a Disqualified Institution after the applicable Trade Date (including as a result of the delivery of a notice pursuant to, and/or the expiration of the notice period referred to in, the definition of “Disqualified Institution”), (x) such assignee shall not retroactively be disqualified from becoming a Lender and (y) the execution by the Borrower of an Assignment and Assumption with respect to such assignee will not by itself result in such assignee no longer being considered a Disqualified Institution. Any assignment in violation of this clause (e)(i) shall not be void, but the other provisions of this clause (e) shall apply; provided that any assignment to any Person, including a Disqualified Institution, made without the consent of the Borrower shall be invalid if the Borrower’s consent is required for such assignment under this Section 9.04.

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(ii) If any assignment or participation is made to any Disqualified Institution without the Borrower’s prior written consent in violation of clause (i) above, or if any Person becomes a Disqualified Institution after the applicable Trade Date, the Borrower may, at its sole expense and effort, upon notice to the applicable Disqualified Institution and the Administrative Agent, (A) terminate any Commitment of such Disqualified Institution and repay all obligations of the Borrower owing to such Disqualified Institution in connection with such Commitment, and/or (B) require such Disqualified Institution to assign, without recourse (in accordance with and subject to the restrictions contained in this Section 9.04), all of its interest, rights and obligations under this Agreement to one or more assignees that is not an Ineligible Institution at the lesser of (x) the principal amount thereof and (y) the amount that such Disqualified Institution paid to acquire such interests, rights and obligations, in each case plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder.

(iii) Notwithstanding anything to the contrary contained in this Agreement, Disqualified Institutions (A) will not have the right to (x) receive information, reports or other materials provided to Lenders by Parent, the General Partner, the Borrower, any other Loan Party, the Administrative Agent or any other Lender, (y) attend or participate in meetings attended by the Lenders and the Administrative Agent, or (z) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders and (B) (x) for purposes of any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any direction to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) under this Agreement or any other Loan Document, each Disqualified Institution will be deemed to have consented in the same proportion as the Lenders that are not Disqualified Institutions consented to such matter, and (y) for purposes of voting on any plan of reorganization or liquidation under applicable debtor relief laws, each Disqualified Institution party hereto hereby agrees (1) not to vote on such plan, (2) if such Disqualified Institution does vote on such plan notwithstanding the restriction in the foregoing clause (1), such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other applicable debtor relief laws), and such vote shall not be counted in determining whether the applicable class has accepted or rejected such plan in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other applicable debtor relief laws) and (3) not to contest any request by any party for a determination by the applicable bankruptcy court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (2).

(iv) The Administrative Agent shall have the right, and the Borrower hereby expressly authorizes the Administrative Agent, to (A) post the list of Disqualified Institutions provided by the Borrower and any updates thereto from time to time (collectively, the “DQ List”) on the Approved Electronic Platform, including that portion of the Approved Electronic Platform that is designated for “public side” Lenders and/or (B) provide the DQ List to each Lender requesting the same.

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Section 9.05 Survival; Reinstatement.

(a) All covenants, agreements, representations and warranties made by the Borrower herein and in the other Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Documents shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.16, 2.17, 2.18 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.

(b) To the extent that any payment by or on behalf of the Borrower or any other Loan Party is made to the Administrative Agent, any Issuing Bank or any Lender, or the Administrative Agent, any Issuing Bank or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, such Issuing Bank or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any applicable debtor relief laws or otherwise, then (i) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (ii) each Lender and each Issuing Bank severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the NYFRB Rate from time to time in effect.

Section 9.06 Counterparts; Integration; Effectiveness; Electronic Execution.

(a) This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to (i) fees payable to the Administrative Agent and (ii) the reductions of the Letter of Credit Commitment of any Issuing Bank constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

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(b) Delivery of an executed counterpart of a signature page of (i) this Agreement, (ii) any other Loan Document and/or (iii) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 9.01), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement, such other Loan Document or such Ancillary Document, as applicable. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement, any other Loan Document and/or any Ancillary Document shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be; provided that nothing herein shall require the Administrative Agent to accept Electronic Signatures in any form or format without its prior written consent and pursuant to procedures approved by it; provided, further, without limiting the foregoing, (A) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of Parent, the General Partner, the Borrower or any other Loan Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic signature and (B) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality of the foregoing, Parent, the General Partner, the Borrower and each Loan Party hereby (w) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders, Parent, the General Partner, the Borrower and the Loan Parties, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (x) the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (y) waives any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto and (z) waives any claim against any Lender-Related Person for any Liabilities arising solely from the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of Parent, the General Partner, the Borrower and/or any Loan Party to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

Section 9.07 Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

Section 9.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, each Issuing Bank, and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to setoff and apply any and all deposits (general or special, time or demand, provisional or final) at any time held, and other obligations at any time owing, by such Lender, such Issuing Bank or any such Affiliate, to or for the credit or the account of any Loan Party against any and all of the obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or such Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, Issuing Bank or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of such Loan Party may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender or such Issuing Bank different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so setoff shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks, and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such Issuing Bank or their respective Affiliates may have. Each Lender and Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

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Section 9.09 Governing Law; Jurisdiction; Consent to Service of Process.

(a) This Agreement and the other Loan Documents shall be construed in accordance with and governed by the law of the State of New York.

(b) Each of the Lenders and the Administrative Agent hereby irrevocably and unconditionally agrees that, notwithstanding the governing law provisions of any applicable Loan Document, any claims brought against the Administrative Agent by any Secured Party relating to this Agreement, any other Loan Document, the Collateral or the consummation or administration of the transactions contemplated hereby or thereby shall be construed in accordance with and governed by the law of the State of New York.

(c) Subject to the last sentence of this Section 9.09(c), each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may (and any such claims, cross-claims or third party claims brought against the Administrative Agent or any of its Related Parties may only) be heard and determined in such Federal (to the extent permitted by law) or New York State court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against Parent, the General Partner, the Borrower or any Loan Party or its properties in the courts of any jurisdiction.

(d) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in Section 9.09(c). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

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(e) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Section 9.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 9.11 Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

Section 9.12 Confidentiality. Each of the Administrative Agent, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any Governmental Authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder or under any other Loan Document, (f) subject to an agreement containing provisions substantially the same as those of this Section 9.12, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its Subsidiaries and their obligations, (g) on a confidential basis to (i) any rating agency in connection with rating Parent, the General Partner, the Borrower or its Subsidiaries or the credit facilities provided for herein or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of identification numbers with respect to the credit facilities provided for herein, (h) with the consent of the Borrower or (i) to the extent such Information (ii) becomes publicly available other than as a result of a breach of this Section 9.12 or (iii) becomes available to the Administrative Agent, any Issuing Bank or any Lender on a non-confidential basis from a source other than the Borrower. For the purposes of this Section 9.12, “Information” means all information received from Parent, the General Partner, the Borrower or any of its Subsidiaries relating to Parent, the General Partner, the Borrower, its Subsidiaries or their respective businesses or the Transactions, other than any such information that is available to the Administrative Agent, any Issuing Bank or any Lender on a non-confidential basis prior to disclosure by Parent, the General Partner, the Borrower or its Subsidiaries and other than information pertaining to this Agreement routinely provided by arrangers to data service providers, including league table providers, that serve the lending industry; provided that, in the case of information received from Parent, the General Partner, the Borrower or its Subsidiaries after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 9.12 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

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Section 9.13 Material Non-Public Information.

(a) EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 9.12 FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING PARENT, THE GENERAL PARTNER, THE BORROWER, ITS SUBSIDIARIES AND THEIR RESPECTIVE RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

(b) ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY PARENT, THE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT PARENT, THE GENERAL PARTNER, THE BORROWER, ITS SUBSIDIARIES AND THEIR RESPECTIVE RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.

Section 9.14 Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the NYFRB Rate to the date of repayment, shall have been received by such Lender.

Section 9.15 No Fiduciary Duty, etc.

(a) Each of Parent and the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to Parent and the Borrower with respect to the Loan Documents and the transactions contemplated herein and therein and not as a financial advisor or a fiduciary to, or an agent of, Parent, the Borrower or any other person. Parent and the Borrower each agree that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, Parent and the Borrower each acknowledges and agrees that no Credit Party is advising Parent or the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. Each of Parent and the Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated herein or in the other Loan Documents, and the Credit Parties shall have no responsibility or liability to Parent or the Borrower with respect thereto.

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(b) Each of Parent and the Borrower further acknowledges and agrees, and acknowledges their Subsidiaries’ understanding, that each Credit Party, together with its Affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, Parent, the Borrower and other companies with which Parent, the General Partner, the Borrower or its Subsidiaries may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion.

(c) In addition, each of Parent and the Borrower acknowledges and agrees, and acknowledges their Subsidiaries’ understanding, that each Credit Party and its Affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which Parent, the General Partner, the Borrower or its Subsidiaries may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from Parent, the General Partner, the Borrower or its Subsidiaries by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. Each of Parent and the Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to Parent or the Borrower, confidential information obtained from other companies.

Section 9.16 USA PATRIOT Act. Each Lender that is subject to the requirements of the USA PATRIOT Act of 2001 (the “Patriot Act”) hereby notifies the Loan Parties that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the Loan Parties, which information includes the name and address of each Loan Party and other information that will allow such Lender to identify each Loan Party in accordance with the Patriot Act.

Section 9.17 Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by an the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

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(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

Section 9.18 Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Swap Agreements or any other agreement or instrument that is a QFC (such support “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

Section 9.19 Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or any Lender from the Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent or any Lender in such Agreement Currency, the Administrative Agent or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law).

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Section 9.20 Release of Collateral and Guarantors.

(a) In the event that any (i) Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including the Equity Interests of any of its Subsidiaries) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents or (ii) any assets or property of any Loan Party are no longer required to constitute Collateral pursuant to the terms of the Loan Documents, the Liens under the Loan Documents on such assets shall automatically be released and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to evidence such automatic release of the Liens created by the Loan Documents in respect of such assets or property.

(b) In the event a Loan Party becomes an Unrestricted Subsidiary, becomes an Excluded Subsidiary, or otherwise would not be required to be a Guarantor after the Effective Date in accordance with the terms of the Loan Documents, such Loan Party shall automatically be released from its Guarantee of the Obligations, and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower, all at the Borrower’s sole expense, to evidence such Subsidiary’s automatic release from its Guarantee.

(c) The Collateral Documents, the Guarantees made therein, the Liens created thereby and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party shall be automatically released, when the Commitments have expired or terminated and the Obligations shall have been paid in full in cash (other than any indemnification and other contingent obligations not then due and payable and as to which no claim has been made at such time) and all Letters of Credit have expired or terminated, in each case, without any pending draw (or arrangements otherwise reasonably satisfactory to the applicable Issuing Bank in respect thereof have been made), and all LC Disbursements shall have been reimbursed. At such time, the Administrative Agent agrees to promptly take such actions as are reasonably requested by the Borrower at the Borrower’s expense to evidence and effectuate such termination and release of the Guarantees, Liens and security interests created by the Loan Documents.

(d) Notwithstanding anything to the contrary in the Loan Documents, the Administrative Agent shall have no obligation to release any Collateral or Guarantees under any Loan Document unless it shall have first received, to the extent that the Administrative Agent has requested the same, a certificate from a Responsible Officer of the Borrower certifying that such release is permitted under the Loan Documents, and the Administrative Agent may rely conclusively on any such certificate from a Responsible Officer of the Borrower as to whether such release is permitted. Any such certificate from a Responsible Officer of the Borrower shall be full warranty and protection to the Administrative Agent for any action taken, suffered or omitted by it under the provisions of this Agreement and the other Loan Documents.

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Section 9.21 Currency Conversion. All payments under this Agreement or any other Loan Document shall be made in Dollars, except for reimbursement obligations with respect to Letters of Credit issued in any Specified Currency, which shall be repaid, including accrued interest thereon, in the applicable currency. If any payment, whether through payment by any Loan Party or the proceeds of any Collateral, shall be made in a currency other than the currency required hereunder, such amount shall be converted into the currency required hereunder at the rate determined by the Administrative Agent or the applicable Issuing Bank, as applicable, as the rate quoted by it in accordance with methods customarily used by such Person for such or similar purposes as the spot rate for the purchase by such Person of the required currency with the currency of actual payment through its principal foreign exchange trading office at approximately 11:00 a.m. (local time at such office) two Business Days prior to the effective date of such conversion; provided that the Administrative Agent or such Issuing Bank, as applicable, may obtain such spot rate from another financial institution actively engaged in foreign currency exchange if the Administrative Agent or such Issuing Bank, as applicable, does not then have a spot rate for the required currency. For the avoidance of doubt, the parties hereto hereby affirm and agree that neither the fixing of the conversion rate of Pound Sterling against the Euro as a single currency, in accordance with the applicable treaties establishing the European Economic Community and the European Union, as the case may be, in each case, as amended from time to time, nor the conversion of the reimbursement obligations with respect to applicable Letters of Credit under this Agreement from Pound Sterling into Euros will be a reason for early termination or revision of this Agreement or prepayment of any amount due under this Agreement or create any liability of any party hereto towards any other party hereto for any direct or consequential loss arising from any of these events. As of the date that Pound Sterling is no longer the lawful currency of the United Kingdom, all reimbursement obligations with respect to applicable Letters of Credit to be made in Pound Sterling under this Agreement shall be satisfied in Euros.

Section 9.22 Exchange Rates.

(a) Determination of Exchange Rates. Not later than 2:00 p.m. (London time) on each Calculation Date, if any LC Exposures are outstanding on such date in a Specified Currency, the applicable Issuing Bank shall determine the Exchange Rate(s) as of such Calculation Date for all such LC Exposures outstanding as of such date with respect to all Letters of Credit issued by such Issuing Bank or its Affiliates and give prompt notice thereof to the Administrative Agent. No later than 4:00 p.m. (London time) on each such Calculation Date, the Administrative Agent shall give notice thereof to the Lenders and the Borrower. The Exchange Rates so determined shall become effective on the first Business Day immediately following the relevant Calculation Date (a “Reset Date”), shall remain effective until the next succeeding Reset Date, and shall for all purposes of this Agreement (other than Sections 9.19, 9.21 or any other provision expressly requiring the use of a current Exchange Rate) be the Exchange Rates employed in determining the Dollar Equivalents of any amounts of any Specified Currencies for all such LC Exposures with respect to all such Letters of Credit issued by such Issuing Banks in a Specified Currency. Notwithstanding anything contained herein to the contrary, if any Issuing Bank fails to timely deliver notice of its Exchange Rate(s) to the Administrative Agent pursuant to the provisions of this Section 9.22, the Administrative Agent may determine such rate in the same manner as provided in the definition of “Exchange Rate” and shall have no liability to such Issuing Bank for such determination.

(b) Notice of Specified Currency Letters of Credit. Not later than 2:00 p.m. (London time) on each Reset Date and each date on which Letters of Credit denominated in any Specified Currency are made or issued, if any such LC Exposures are outstanding on such date, the applicable Issuing Bank shall determine its Exchange Rate(s) as of such date, if applicable, and give prompt notice thereof to the Administrative Agent. Not later than 5:00 p.m. (London time) on each Reset Date and each date on which Letters of Credit denominated in any Specified Currency are made or issued, the Administrative Agent shall (i) determine the Dollar Equivalent of the aggregate principal amounts of the LC Exposures denominated in such currencies (after giving effect to any Letters of Credit denominated in such Specified Currencies being made, issued, increased, repaid, or cancelled or reduced on such date), (ii) notify the Lenders and the Borrower of the results of such determination and (iii) notify the applicable Issuing Bank, if applicable, that the conditions to issuance or increase set forth in Section 2.06 are satisfied.

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Section 9.23 Certain Belgian Law Provisions. Each Credit Party agrees that the Administrative Agent shall be the joint creditor (“hoofdelijke schuldeiser”) in its own right and not as representative of the other Credit Parties, together with each other Credit Party of each liability and obligation of the Loan Parties towards any Credit Parties under any Loan Documents (the “Parallel Debt”), and that accordingly the Administrative Agent will have its own independent and separate right to demand performance by the Loan Parties of those liabilities and obligations. Without limiting or affecting the Administrative Agent’s rights against the Loan Parties (whether under this Article or under any other provision of the Loan Documents), the Administrative Agent agrees with each other Credit Party (on a several and separate basis) that, subject as set out in the next sentence, it will not exercise its rights as a joint creditor with a Credit Party except with the consent of the relevant Credit Party or group of Credit Parties, as the case may be. However, for the avoidance of doubt, nothing in the previous sentence shall in any way limit the Administrative Agent’s right to act in the protection or preservation of rights under or to enforce any Loan Documents (or to do any act reasonably incidental to any of the foregoing). Subject to the provisions of Section 8.04, the Administrative Agent holds any Lien created by a Loan Document in its name in its capacity as creditor of the Parallel Debt and shall not be held on trust, and the Administrative Agent shall have full and unrestricted title to and authority in respect of that security, subject always to the terms of the Loan Documents. Each Credit Party (other than Administrative Agent) hereby appoints the Administrative Agent to act as its agent or security agent and/or beneficiary of the Parallel Debt (as the case may be) under and in connection with the Loan Documents and, in connection with the Belgian law Loan Documents, as its representative in accordance with Article 5 of the Belgian Financial Collateral Act of 15 December 2004 on financial collateral and Article 3 of the Belgian Security Interests Act of 11 July 2013 on in rem security interests over movable assets.

Section 9.24 Administrative Agent as Agent Under Foreign Law Collateral Documents. Each Credit Party agrees that the Administrative Agent may act as an agent, security agent, security trustee or similar capacity for the Secured Parties under Collateral Documents governed by non-U.S. law and each Credit Party hereby appoints the Administrative Agent to act in each such relevant capacity under any such Collateral Documents. Each of the Credit Parties, Parent and the Borrower hereby agrees that the Administrative Agent shall hold all rights, privileges and indemnities to which it in entitled in its capacity as Administrative Agent under this Agreement (including Article VIII and Section 9.03) and the other Loan Documents in such capacity under such Collateral Documents.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective authorized officers as of the day and year first above written.

	EXCELERATE ENERGY, INC., as Parent

	By:	/s/ Steven Kobos
	Name:	Steven Kobos
	Title:	President

	EXCELERATE ENERGY LIMITED PARTNERSHIP, as Borrower

	By:	/s/ Steven Kobos
	Name:	Steven Kobos
	Title:	President and Chief Executive Officer

	JPMORGAN CHASE BANK, N.A., as Lender, Issuing Bank and Administrative Agent

	By:	/s/ Arina Mavilian
	Name:	Arina Mavilian
	Title:	Executive Director